IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE Inte: Chapter 11 ACCURIDE CORPORATION, et al. ', | Case No. 09-13449 (BLS) Debtors, (Jointly Administered) STATEMENT OF AD HOC NOTEHOLDER GROUP PURSUANT TO. FEDERAL RULE OF BANKRUPTCY PROCEDURE 2019(a) ‘The Ad Hoc Noteholder Group (the “Group”), files the following statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the “ERBP") and the order of the Court compelling the Ad Hoc Noteholder Group to comply with Rule 2019, dated January 22, 2010 [Docket No. 633] (the “2019 Order”) as follows: 1. The Group ‘The undersigned members (the “Member ") of the Group are an informal group that (a) prepetition, were holders of and/or the investment advisors or managers for the beneficial owners having the power to vote and dispose of such Senior Subordinated Notes (as : The debtors in these cases (collectively, the “Debtors”), along with the last four digits of each Debtor's federal tax identification number are: Accuride Corporation, a Delaware corporation (9077), ‘Accuride Cuyahoga Falls, Inc., a Delaware corporation (9556); Accuride Distributing, LLC, a Delaware limited liability company (3124); Accuride EMI, LLC, a Delaware limited liability company (N/A); ‘Accuride Erie L-P., a Delaware limited partnership (4862), Accuride Henderson Limited Liability Company, a Delaware limited liability company (8596); AKW General Partner L.L.C., a Delaware limited liability company (4861); AOT Inc., a Delaware corporation (3088); Bostrom Holdings, Inc., a Delaware corporation (9282); Bostrom Seating, Inc., a Delaware corporation (7179); Bostrom Specialty Seating, Inc., a Delaware corporation (4182); Brllion Iron Works, Inc., a Delaware corporation (6942); Erie Land Holding, Inc., a Delaware corporation (8018); Fabeo Automotive Corporation, a Delaware corporation (9802); Gunite Imperial Group Holding Corp. -2, a Delaware corporation (4009); Imperial Group, L.P., a Delaware limited partnership (4012); JAI Management Company, a Delaware corporation (N/A); Transportation Technologies Industries, Inc., a Delaware corporation (2791); and ‘Truck Components Inc., a Delaware corporation (5407).defined herein) * on behalf of such beneficial owners in connection with the above-referenced jointly administered chapter 11 bankruptcy cases (the “Chapter 11 Cases”); (b) Backstop Investors under the Commitment Agreement (as those terms are defined below) and (¢) Last Out DIP Lenders under the Credit Agreement (as those terms are defined below). ‘The Group does not represent or purport to represent the interests of any third party or parties, including beneficial owners of, or holders of investment authority with respect to, outstanding Senior Subordinated Notes other than the Members’ interests in the Senior Subordinated Notes and as set forth herein. 2. james And Addresses of Members of Group As of the date hereof, the respective names and addresses of the members of the Group (the “Members”) are: a BlackRock Financial Management, Inc. 55 East 52nd St, 6th Floor ‘New York, NY 10055 b. Brigade Capital Management, LLC 399 Park Avenue ‘New York, NY 10022 ©. Canyon Capital Advisors LLC 2000 Avenue of the Stars 11" Floor Los Angeles, CA 90067-4700 da Sankaty Advisors, LLC 111 Huntington Avenue Boston, MA 02199 ©. Tinicum Incorporated 800 Third Avenue, 40” Floor New York, NY 10022 * Pursuant to that certain indenture, dated as of January 31, 2005, between Accuride Corp. (“Accuride”) and certain guarantors named therein, and The Bank of New York Trust Company, N.A., as trustee, Accuride issued certain 8-1/2% Senior Subordinated Notes due 2015 in the outstanding, aggregate principal amount of $275,000,000 (the “Senior Subordinated Notes”),3. The Noteholder Support Agreement ‘The Group was formed prior to the commencement of these Chapter 11 Cases. Prepetition, the Group entered into that certain Restructuring Support Agreement, dated October 7, 2009 (the “Noteholder Plan Support Agreement”) by and among the Debtors and the Members. 4, ‘The Last Out DIP Loan A subset of the Group, Sankaty Advisors, LLC (“Sankaty”), BlackRock Financial Management, Inc, (“BlackRock”), Tinicum Incorporated (“Tinicum”) and Brigade Capital Management LLC (“Brigade”), and their affiliates (collectively, the “Last Out DIP Lenders”) are Last Out DIP Lenders in that certain debtor-in-possession financing agreement dated October 9, 2009 (the “DIP Credit Agreement”) by and among the Debtors and the DIP Lenders (as defined in the DIP Credit Agreement) which the Court ultimately approved on both an interim and a final basis. The Last Out DIP Lenders’ participation in the DIP Credit Agreement is set forth in Exhibit “A.” The Last Out DIP Lenders’ yield enhancement letter under the DIP Credit Agreement has been filed under seal pursuant to order of this Court [Docket No. 49}. 5. The Commitment Agreement/Backstop Investors ‘A subset of the Members of the Group, Sankaty, BlackRock, Tinicum and Brigade and their affiliates (collectively, the “Backstop Investors”) are signatories to that certain Convertible Note Commitment Agreement by and among the Debtors and the Backstop Investors, dated October 7, 2009 (the “Commitment Agreement”), pursuant to which, inter alia, the Backstop Investors agreed to backstop a $140 million rights offering the Debtors are pursuing in the Chapter 1 Cases in connection with the Debtors’ plan of reorganization (the“Plan”). The specific percentage obligations under the Commitment Agreement of each Backstop Investor are annexed hereto as Exhibit “B.” 6. Senior Subordinated Notes Held by Members of the Group ‘The Members of the Group own and sold Senior Subordinated Notes as set forth on Schedules “C-1” through “C-5." Schedules “C-1” through “C-5” are being filed under 7, Engagement of Counsel Prepetition, the law firm of Milbank, Tweed, Hadley & McCloy LLP (“Milbank”) represented the Group in connection with the Noteholder Support Agreement, the Commitment Agreement and the DIP Credit Agreement. Post-petition, Milbank and Pachulski ‘Stang Zieh] & Jones (“Pachulski”) represent the Group as its legal representative in these Chapter 11 Cases. 8. Reservation of Rights Each of the undersigned certifies that this Statement is true and correct to the best of his or her knowledge and belief and reserves the right to revise, modify or supplement this statement as necessary. No statement contained herein is intended to be nor should be construed as a waiver of any procedural rights or remedies at law or equity of any Member of the Group, the Group or the undersigned in connection with or in response to the entry of the order compelling this disclosure, including, but not limited to, the right of the Group to prosecute its appeal of such order and/or to seek to file any information under seal or otherwise preserve confidential information. To the contrary, all such rights and remedies are expressly reserved Dated: February 9, 2010BLACKROCK FINANCIAL MANAGEMENT, INC. on behalf gf the funds and accounts listed in Schedule C-1 hereto Name: PHILIP To BASNDEL— Title: piRECTOR BRIGADE LEVERAGED CAPITAL STRUCTURES FUND, LTD. BRIGADE CAPITAL MANAGEMENT, LLC., as Collateral Manager B Name: Title: CANYON CAPITAL ADVISORS LLC on behalf of the funds and accounts listed in Schedule C-3 hereto By: ‘Name: Title: SANKATY ADVISORS, LLC ‘on behalf of the funds and accounts listed in Schedule C-4 hereto TINICUM LANTERN Il. L.L.C. on behalf of the funds and accounts listed in Schedule C-5 hereto By: Name: Title:BLACKROCK FINANCIAL MANAGEMENT, INC. ‘on behalf of the funds and accounts listed in Schedule C-} hereto By: ‘Name: Title: BRIGADE LEVERAGED CAPITAL STRUCTURES FUND, LTD. BRIGADE CAPITAL MANAGEMENT, LLC., as Collateral Manager orBrgde Copel ergimesl UC ao Cthebraf amar rane Yel P Yetta Title: “Panter CANYON CAPITAL ADVISORS LLC. ‘on behalf of the funds and accounts listed in Schedule C-3 hereto By: Name: Title: SANKATY ADVISORS, LLC ‘on behalf of the funds and accounts listed in Schedule C-4 hereto By: Name: Title: TINICUM LANTERN II. LLC. on behalf of the funds and accounts listed in Schedule C-5 hereto By: Name: Title: ‘Signature Page t0-2019 StatementBLACKROCK FINANCIAL MANAGEMENT, INC. on behalf of the funds and accounts listed in Schedule C-1 hereto By:. Name: Title: BRIGADE LEVERAGED CAPITAL STRUCTURES FUND, LTD. BRIGADE CAPITAL MANAGEMENT, LLC., as Collateral Manager By: Name: CANYON CAPITAL ADVISORS LLC SANKATY ADVISORS, LLC ‘on behalf of the funds and accounts listed in Schedule C-4 hereto By: ‘Namé Titk TINICUM LANTERN IL, L.L.C. on behalf of the funds and accounts listed in Schedule C-5 hereto By: ‘Name: Title:BLACKROCK FINANCIAL MANAGEMENT, INC. on behalf of the funds and accounts listed in Schedule C-1 hereto BRIGADE LEVERAGED CAPITAL STRUCTURES FUND, LTD. BRIGADE CAPITAL MANAGEMENT, LLC,, as Collateral Manager By: ‘Name: Title: CANYON CAPITAL ADVISORS LLC on behalf of the funds and accounts listed in Schedule C-3 hereto By: Name: Title: SANKATY ADVISORS, LLC on behalf of the \d accounts listed in Schedule C-4 hereto By: Name: Michael Buae, Title: Magi Oireefo’ TINICUM LANTERN II. L.L.C. ‘on behalf of the funds and accounts listed in Schedule C-5 hereto yee Name: Title Signature Page to 2019 StatementBLACKROCK FINANCIAL MANAGEMENT, INC. on behalf of the funds and accounts listed in Schedule C-1 hereto BRIGADE LEVERAGED CAPITAL STRUCTURES FUND, LTD. BRIGADE CAPITAL MANAGEMENT, LLC., as Collateral Manager By: Name: Title: CANYON CAPITAL ADVISORS LLC on behalf of the funds and accounts listed in Schedule C-3 hereto By ‘Name: Title: SANKATY ADVISORS, LLC ‘on behalf of the funds and accounts listed in Schedule C-4 hereto By: Nate: Title: TINICUM LANTERN IL. LLC. on behalf ofthe funds and accounts listed in Schedule C-5 hereto By:___ Name: GAGREEL Yuew Title: AvqrorzZE0 S2qnaToR yySchedule “A” 251 Qut DIP Loan Participation ‘$25,000,000 First-In Last-Out Tranche Funds managed by BlackRock Financial Monagement, Inc. Brigade Leveraged Coptal Structures Fund, LTD. Sankaty Dip Opportunites, LP Tinicum Capital Partners Hl LP. Tinicum Capital Partners I! Parallel Fund, LP. Tinicum Capital Pariners il Executive Fund LLC. 3,636,000 10,714,000 7,702,000 2,924,000 150,000 9,000Schedule “B” Alllos under the Comr ent Agreement | Brigade Capital Management, LLC on behat of _ Bare $60,000,000 Brigade Leveraged Capital Sructures Fund, Lis - Funds managed by Tnicum Lanter LL. 1.792% $16,508,000 Funds managed by BlackRock Financial Management inc. | 14.543%6 | $20,860,000 ‘Sankaty Advisors, LLC 30.808% $43,131,000 | Total: | 100.000%% 140,000,000Schedule “C”Inre Aceuride Comp. etl US.BC., D, Dol Case No. 08-13449 (BLS) Accuride Corporation ‘Schedule C-1 ted Notes due 2015 (“Notes’ Name of Noteholder: Funds Managed by BlackRock Financial Management, Inc Principal Amount of Notes held as of February 9, 2010: $0. ACE American Insurance Company - High Yield ‘Trade Date 1/7/2005, 11/17/2005 11/30/2008 14672006 2/7/2007 2726/2007 3/6/2007 4pan007 6/27/2007 8/6/2007 10/16/2009 ‘hans pal Amount of ss Notes a o BUY 135,000 (75,000) (25,000) (35,000) 75,000 225,000 30,000 (75,000) 225,000 125,000 SELL (605,000) ACE Bermuda Insurance Ltd. (ACE Bermuda)- High Yield Trade Date 11/7205, L/i772005 113072008 16/2006 2007 2726/2007 31672007 4724/2007 612712007 8/6/2007 9/14/2007 11/1/2007 Transaction Paimcipal Amount of Bee ‘o BUY 205,000 SELL (100,000) oa (50,000) a (55,000) BUY 150,000 BUY 455,000 BUY 65,000 ao (150,000) BUY 450,000 BUY 260,000 BUY 160,000 BUY 205,000 cri Trade Price (S per $100 principal amount of Notes) 97.75 975 985 100.5 985 102.75 99 102.75 99.25 93.25 n ‘Trade Price (S per $100 principal amount of Notes) 9795 915 98.5 100.5 985 102.75 99 102.75 99.25 93.25 93.25 9Ine Accuride Corp. ta. US.BC, D. Del. Case No.: 09-1349 (BLS) ae ‘Trade Date Teansaction el) a incom ot Notes) 10/16/2009 ‘SELL (1,595,000) n ACE rope & Cay nce Company adem -Tamatog -—«“L AMUSE Roy TadeDae = ans Nae principal amount of so) 1172005 145,000 915 11/17/2005, (75,000) 915 11/30/2005 (25,000) 985 1/6/2006 (45,000) 100.5 21007 70,000 98.5 2/26/2007 200,000 102.75 3/6/2007 30,000 9 sant sa om wars 67272007 BUY 200,000 99.25 8/6/2007 BUY 115,000, 93.25 ‘10/16/2009 SELL ($40,000) n ACE Tenge Berane Tr Principal Amount of ‘Tiade Brie a a foie) 11/7/2005 BUY 300,000 91.78 172005 SELL (150,000) 915 11/30/2005, ‘SELL (75,000) 98.5 1/6/2006 ‘SELL (75,000) 100.5 2/7/2007 BUY 210,000 98.5 2/26/2007 BUY 635,000 102.75 3/6/2007 BUY 90,000 ” 4/24/2007 SELL (200,000) 102.75 6/27/2007 BUY 625,000 99.25 8/6/2007 BUY 360,000 93.25 10/16/2009 SELL (1,720,000) Rn C12In re Accuride Corp, et al US.BC. D. Del. Case No.: 09-13449 (BLS) oS Principal Amount of ‘Trade Date ‘Notes 8) RWE Pensionstreuhand eV. Principal Amount of Trade Date — Notes Tipe o eno BUY 1,000,000 8/6/2007 BUY 290,000 70/2009 SELL (1,290,000) RWE Pensionstreuhand e.V, Principal Amount of ‘Transaction ‘Trade Date i ‘Notes ome s) 11/13/2008 BUY 1,430,000 3/31/2009 SELL (800,000) 772072009 ‘SELL (630,000) Managed Account Series: High Income Portfolio tr Principal Amount of eee ‘Notes ‘Trade Date Type Notes ® 2772007 BUY 70,000 2728/2007 BUY 25,000 316/207 BUY 25,000 472472007 SELL. (25,000) 8/6/2007 BUY 125.000 9/14/2007 BUY 65,000 10/16/2009 SELL (70,000) 10/16/2009 SELL (215,000) BlackRock Floating Rate Income Trust 6/17/2005 EXCHIN 125,000 11/17/2005 SELL. (50,000) 1173072005 SELL (50,000) 17612006 SELL (25,000) 13 Trade Price (S per $100 principal amount of Notes) Trade Price (S per $100 principal amount of Notes) 99.25 93.25 118 ‘Trade Price (S per $100 principal amount of Notes) 37 21.25 78 ‘Trade Pri (S per $100 principal amount of, Notes) 102.25 101.875 99 102.75 93.25 93.25 n BS 100 5 985 1005Trade Date Ine Accuride Comp. al US.BC.,D. Del Case No. 09-13449 (BLS) BlackRock Strategic Bond Trust Trade Date 61772005, 1117/2008 113072005 11672006 272772007 2728/2007 3/6/2007 4724/2007 10/16/2009 10/16/2009 BlackRock Core Bond Trust Trade Date 6/17/2005, 1/7/2008 11/30/2008 17672006 2272007 2n8n007 3/6/2007 44/2007 10/16/2009 10/16/2009 BlackRock High Yield Trust ‘Trade Date 6/17/2005, L170 incipal Amount of ‘Trade Pigg ‘Transaction Ne (S per $100 Tipe in Principal amount of Notes) Principal Amountof _-—-“Trade-Prige Transaction aa (S per S100 Type x principal amount of Notes) EXCHIN 180,000 100 SELL (60,000) 975 SELL (75.000) 985 SELL (65.000) 100s BUY 100,000 12.25 Buy 30,000 101875 BUY 30,000 99 SELL (50.000) 102.75 ‘SELL (30,000) nR SELL (80,000) nS Principal Amount of Lae eho Transaction a (S per $100 Tue —_ principal amount of Notes) EXCHIN 240,000 100 SELL (75.000) 9715 SELL (75.000) 985 SELL (90,000) 100.5 BUY 140,000 102.25 BUY 110,000 101875 BUY 115,000 ” SELL 100,000) 102.75 SELL (70,000) n SELL (495,000) ns “Trade Pri trnseion ‘Patio Amoumt ats Tune a principal amount of Notes) EXCHIN 200,000 100 SELL (25,000) ons C4Ince Accuride Corp. ta US.BC,, D. Del. Case No. 09-13449 (BLS) session ‘inLAnamat BABES Tdepate ——Pramsstion Nissin mount No) 11/30/2005 SELL (100,000) BS 1/6/2006, ‘SELL (75,000) 100.5 (2/27/2007 BUY 80,000 102.25 masa Buy a vo1a7s 3/6/2007 BUY 15,000 99 4724/2007 SELL (25,000) 102.75 10716/2009 SELL (20,000) R 10/16/2009 ‘SELL (65,000), 73.5 BlackRock Lined Duration Income Trt Tene Pie Principal Amount of ery TeadeDae ‘Laat Mates principal amount of s) Notes) 6/17/2005 EXCHIN 1,140,000 100, 11/17/2005 ‘SELL (200,000) 915 11/30/2005 SELL (300,000) 98.5 1/6/2006 ‘SELL (640,000) 100.5 22712007 BUY 680,000 102.25 2728/2007 BUY 205,000 101.875, 3/6/2007 BUY 215,000 9 4/24/2007 SELL (250,000) 102.75 10/16/2009 ‘SELL (210,000) R 10/16/2009 ‘SELL (640,000) 735 6/17/2005 EXCHIN, 270,000 100 acto Income Oppomniy Tras 11/172008 SELL (100,000) 91s 11/30/2005 SELL (75,000) 98.5, 1/6/2006, ‘SELL (95,000) 1005 anon ea 140.900 10225 manor Buy ‘20000 vovsrs 362007 BUY 125,000 99 4/24/2007 ‘SELL (100,000) 102.75 10/16/2009 SELL (305,000) R crsIne Accuride Corp. eta, US.B.C.,D. Del Case No. 09-13489 (BLS) Principal Amount of Transaction ‘Trade Date a mes BlackRock Credit Allocation Income Trust IT Principal Amount of Trade Date ‘Transaction ‘Notes ‘Trade Date Tepe 6) 6/17/2008, EXCHIN 300,000 Lui7r2005 SELL 100,000) 11/30/2005, SELL. 100,000) 16/2006 SELL (100,000) BlackRock Funds I~ High Yield Bond Portfolio Principal Amount of rade Date an ‘Notes n Tue 6) 6/17/2005, EXCHIN, 3,775,000 1/17/2005 SELL, 13072005 SELL 16/2006 SELL. (850,000) 22712007 BUY 1,310,000 28/2007 BUY 460,000 3/6/2007 BUY 495,000 4724/2007 SELL (525,000) 9/14/2007 BUY 1,040,000, 117172007 BUY 1,400,000 10/16/2009 SELL (840,000) 10/16/2009 SELL (3,340,000) California State Teachers’ Retirement System Principal Amount of Trade Date ‘Notes (S) 8/6/2007 BUY 1,005,000 sn14n007 BUY 495,000 1016/2009 SELL (380,000) 10/16/2009 SELL (1,120,000) ‘Trade Price (S per $100 principal amount of Notes) ‘Trade Price (S per $100 principal amount of Notes) 100 978 98s 100.5 ‘Trade Price (S per $100 principal amount of Notes) 00 ons 985 1005 102.25 101.875 99 102.75 93.25 1 n BS Trade Price (Sper $100 principal amount of ‘Notes) 93.25 93.25 n BS