5.A.(1) Lease Termination Agreement (SASCO)

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I.TCU is willing to terminate the Lease prior to the expiration of the Renewal Term subject to the terms of this Agreement and the payment of the consideration provided herein. J.Accordingly, in the interest of avoiding the uncertainty and expense of litigation, preserving the Assets in South Bend, and to definitively determine the limit of the Commission’s responsibility and/or liability regarding the termination of the Lease and the relocation of the Assets, TCU and the Commission desire to amicably settle and resolve all matters between them regarding the Lease and the relocation of the Assets. NOW THEREFORE, THE PARTIES AGREE: 1.The above recitals to this Agreement are true and correct and made a part hereof as if set forth verbatim herein. 2.The Commission shall pay to TCU, upon execution of this Agreement, the sum of Six Hundred Eighty-Six Thousand Dollars ($686,000.00) (the “Settlement Payment”). 3.Upon execution of this Agreement and the payment of the Settlement Payment, TCU agrees that all of its rights, benefits and/or privileges relating to the relocation of the Assets shall terminate and TCU hereby releases the Commission from any further liability regarding same. 4.Upon execution of this Agreement and the payment of the Settlement Payment, the parties agree that all rights, benefits and privileges accruing to both TCU and the Commission pursuant to the Lease shall terminate as of 12:00 o’clock midnight, local time, February 14, 2010 unless extended in writing by both parties (the "Termination Date") and, providing the conditions hereof are satisfied, TCU and the Commission shall each be relieved of all respective liabilities and obligations under the Lease upon the Termination Date. 5.TCU agrees to quit, surrender and vacate the Premises on the Termination Date. TCU shall deliver the keys to and relinquish any right of possession of the Premises and the Commission shall accept same as of the Termination Date. 6.In partial consideration of this Agreement, (i) all defaults of the Lease occurring prior to the date of the execution of this Agreement shall be deemed waived by the Commission; (ii) TCU shall have no obligation to pay rent accruing prior to the Termination Date; and (iii) any renewal and notice of renewal required pursuant to the Lease to assure occupancy of the Premises by TCU until the Termination Date shall be deemed to have been appropriately and effectively made. 7.Also, as partial consideration of this Agreement, TCU commits to using all commercially reasonable efforts to market and sell as much of the Assets comprising the Studebaker parts inventory and related materials as can be reasonably accomplished prior to the Termination Date. 8.TCU shall otherwise comply with all obligations owing to the Commission under the Lease through the Termination Date except as otherwise specifically set forth herein, and further subject to the following: (i) TCU shall have no obligation to construct, or make repair of, any improvements at or to the Premises; (ii) TCU shall have no obligation to comply with - 2 -