CONSULTING AGREEMENT

2.                                        Compensation and Expenses .

(a)                                   Except as contemplated hereby or as approved by a majority of the Company’s Unaffiliated Directors (as defined below), the Company shall have no obligation to pay the Consultant and/or any of its affiliates (each, a “ Consultant Affiliate ”) any fees for the services rendered hereunder and all matters related thereto (the “ Consulting Fees ”).  As used herein, the term “ Unaffiliated Directors ” shall mean the Company’s directors who are not employees of the Consultant and/or any Consultant Affiliate, and who are not directly elected by the Consultant or any Consultant Affiliate.  For the avoidance of doubt, the Independent Director (as defined in the Last Out Debt Agreement dated as of February 4, 2009 by and between the Company and Sun Accuride Debt Investments, LLC) is an Unaffiliated Director.

(b)                                  The Company shall reimburse the Consultant and/or any Consultant Affiliate from time to time at the request of the Consultant and/or any Consultant Affiliate for the cost of all reasonable and documented out-of-pocket fees and expenses incurred by the Consultant and/or any Consultant Affiliate in the performance of the Services rendered hereunder and all matters related thereto (the “ Consultant Expenses ”).  Such out-of-pocket costs shall include, without limitation, the costs of any service providers, attorneys, accountants, investment bankers, management, restructuring, real estate or other consultants, or other similar agents, advisors, or representatives engaged by the Consultant or Consultant Affiliate for the Company’s or any Subsidiary’s benefit.  For the avoidance of doubt, reimbursement of such Consultant Expenses shall not be conditioned on the approval of the Unaffiliated Directors, and shall be in addition to any Consulting Fees payable hereunder.

(c)                                   The aforementioned Consulting Fees and Consultant Expenses (together, the “ Fees ”) will be payable promptly, but in no event more than thirty (30) calendar days following the date which Consultant or any Consultant Affiliate submits to the Company an invoice for such Fees (which may be more than once per month).

(d)                                  All services provided by a Consultant Affiliate to the Company shall be covered by the terms hereof and the Consultant and each Consultant Affiliate shall be considered a Consultant Indemnitee (as defined in Section 5 below) with respect to such services provided.  The Company agrees that each Consultant Affiliate shall also be a third party beneficiary hereunder.  For avoidance of doubt, when used herein, the term affiliate includes, without limitation, Sun Capital Advisors, Inc. and any similar entities (it being understood and agreed that the failure to list any entity as an affiliate shall in no way suggest any entity is not an affiliate).

3.                                        Relationship of the Parties .  The Consultant is providing services hereunder as an independent contractor.  Nothing in this Agreement shall be deemed to constitute the Parties hereto as joint venturers, alter egos, partners or participants in an unincorporated business or other separate entity, nor in any manner create any employer-employee or principal-agent relationship between the Company and/or any of the Subsidiaries on the one hand, and the Consultant or any of the Consultant’s members, managers, agents, sub-contractors, officers or employees on the other hand (notwithstanding the fact that the Company and the Consultant may have in common any officers, directors, stockholders, members, managers, employees, or other personnel).

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4.                                        Directors and Officers .  Nothing in this Agreement shall be construed to relieve the directors or officers of the Company or any of the Subsidiaries from the performance of their respective duties or limit the exercise of their powers in accordance with the Company’s or such Subsidiary’s, as applicable, charter, bylaws, operating agreement, other constituent documents, applicable law, or otherwise.  The activities of the Company and each of the Subsidiaries shall at all times be subject to the control and direction of their respective directors, managers and officers.  The Company and the Subsidiaries reserve the right to make all decisions with regard to any matter upon which the Consultant or any Consultant Affiliate has rendered its advice and consultation.  The Parties expressly acknowledge and agree that the Consultant is being engaged by the Company to provide consulting services to the Company and the Subsidiaries, for which the Consultant will be compensated pursuant to the terms of this Agreement.  The Consultant shall not, and shall have no authority to, control the Company or any of the Subsidiaries or the Company’s or any of the Subsidiaries’ day-to-day operations, whether through the performance of the Consultant’s duties hereunder or otherwise.  Moreover, although the Company and/or any of the Subsidiaries may grant to the Consultant authority to sign, review or approve the Company’s and/or such Subsidiary’s checks, payments, expenditures, transfers and/or conveyances, any such grant of authority shall be made by the Company or such Subsidiary, as applicable, and accepted by the Consultant with the express understanding and limitation that the Consultant shall possess and exercise such authority solely in its capacity as a provider of consulting services pursuant to the terms of this Agreement and in no other capacity, and that no inference shall be drawn therefrom as to any ability of the Consultant to control the Company or such Subsidiary or the Company’s or such Subsidiary’s day-to-day operations or as to any liability or responsibility therefor.  The Company’s and each of the Subsidiaries’ directors, managers, officers and employees shall retain all responsibility for the Company or such Subsidiary, as applicable, and its operations as and to the extent required by the Company’s or such Subsidiary’s charter, bylaws, operating agreement, other constituent documents, and applicable law.

5.                                        Limitation of Liability .  Neither the Consultant nor any of its affiliates, nor any of their respective members, managers, partners, directors, officers, employees, agents retained in connection with the services contemplated by this Agreement and/or controlling persons, nor any successor by operation of law (including by merger) of any such person, nor any entity that acquires all or substantially all of the assets of any such person in a single transaction or series of related transactions (all of the foregoing, collectively, the “ Consultant Indemnitees ”) shall be liable to the Company or any of the Subsidiaries or affiliates or any of the security holders or creditors of the Company or any of its affiliates for (a) any damage, loss, liability, deficiency, diminution in value, action, suit, claim, proceeding, investigation, audit, demand, assessment, fine, judgment, cost or other expense (including, without limitation, legal fees and expenses) (collectively “ Liabilities ”) directly or indirectly (whether direct or indirect, in contract or tort or otherwise) arising out of, related to, caused by, based upon or in connection with the performance of services contemplated by this Agreement unless such Liability shall be judicially determined in a final non-appealable order to result directly and primarily from the willful misconduct of such person or (b) any Outside Activities (as defined in Section 19 below).  The Consultant makes no representations or warranties, express or implied, in respect of the services provided by any Consultant Indemnitee.  In no event will any Consultant Indemnitee be liable to the Company or any of the Subsidiaries or affiliates or any of the security holders or creditors of the Company or any of its affiliates (i) for any special, indirect, punitive, incidental or

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consequential damages, including, without limitation, loss of profits or savings or lost business, whether or not such damages are foreseeable or such Consultant Indemnitee has been advised of the possibility of such damages or (ii) in respect of any Liabilities relating to any third party claims (whether based in contract, tort or otherwise), except as set forth in Section 6 below.  Under no circumstances will the aggregate of any and all Liabilities of the Consultant Indemnitees exceed the aggregate of the Fees actually paid to the Consultant hereunder.

6.                                        Indemnification .  The Company and the Subsidiaries sha