SHARESUnderwriting Agreement • February 3rd, 2004 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
betweenWarrant Agreement • June 4th, 2003 • Hayes Lemmerz International Inc • New York
INDENTUREHayes Lemmerz International Inc • June 16th, 2003 • Motor vehicle parts & accessories • New York
AMONG HLI OPERATING COMPANY, INC. AS BORROWER AND HAYES LEMMERZ INTERNATIONAL, INC. AS HOLDINGS ANDCredit Agreement • June 16th, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
RECITALSExchange Agreement • June 16th, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Delaware
EXHIBIT 4.3 HLI OPERATING COMPANY, INC. 10 1/2% Senior Notes due 2010 REGISTRATION RIGHTS AGREEMENTHayes Lemmerz International Inc • June 16th, 2003 • Motor vehicle parts & accessories • New York
AMONGPledge and Security Agreement • June 16th, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
ARTICLE III AMENDMENT TO ARTICLE II (DEFINED TERMS)Credit Agreement • December 9th, 2005 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this "Merger Agreement"), dated as of June 3, 2003, made and entered into by and between Hayes Lemmerz International, Inc., a Delaware corporation ("Hayes"), and HLI Operating Company, Inc., a...Agreement and Plan of Merger • June 4th, 2003 • Hayes Lemmerz International Inc • Delaware
GUARANTYGuaranty • June 16th, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
BY AND AMONGStock Purchase Agreement • December 9th, 2005 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Michigan
EXHIBIT 10.49 INDEMNIFICATION AGREEMENT AGREEMENT, effective as of June 3, 2003 between Hayes Lemmerz International, Inc., a Delaware corporation (the "Company"), and (Director's name)__ (the "Indemnitee"). WHEREAS, it is essential to the Company to...Indemnification Agreement • September 15th, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Delaware
New York, New York May 22, 2003 Citigroup Global Markets Inc. Lehman Brothers Inc. As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: HLI Operating...Employment Agreement • June 16th, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
ARTICLE II AMENDMENT TO ARTICLE I (DEFINITIONS)Credit Agreement • April 12th, 2004 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
AmongSecondary Purchase Agreement • June 5th, 2006 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
AmongOriginator Purchase Agreement • June 5th, 2006 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
AMENDMENT NO. 4, WAIVER AND CONSENT TO CREDIT AGREEMENTCredit Agreement • December 10th, 2004 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
THIS AMENDMENT NO. 4, WAIVER AND CONSENT dated as of November 10,2004 (this “Amendment No. 4”), among HLI OPERATING COMPANY, INC., a Delaware corporation (the “Borrower”), HAYES LEMMERZ INTERNATIONAL, INC., a Delaware corporation (the “Holdings”), and CITICORP NORTH AMERICA, INC. (“CNAI”), as Administrative Agent (as defined below) on behalf of each Lender executing a Lender Consent (as defined below) amends certain provisions of the Credit Agreement, dated as of June 3, 2003 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders and Issuers (in each case as defined therein) party thereto, CNAI, as administrative agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the other Loan Documents, the “Administrative Agent”), LEHMAN COMMERCIAL PAPER INC., as Syndication Agent for the Lenders and the Issuers, and GENERAL ELECTRIC CAPITAL CORPOR
Exhibit 10.1 RECEIVABLES FINANCING AGREEMENT Dated as of December 9, 2004Receivables Financing Agreement • December 15th, 2004 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
STOCK PURCHASE AGREEMENT BY AND AMONG BREMBO NORTH AMERICA, INC. and HLI BRAKES HOLDING COMPANY, INC. Dated as of NOVEMBER 9, 2007Stock Purchase Agreement • December 10th, 2007 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Michigan
STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of November 9, 2007, by and among BREMBO NORTH AMERICA, INC., a Delaware corporation (“Purchaser”), and HLI BRAKES HOLDING COMPANY, INC., a Delaware corporation (“HLI Brakes” or “Seller”).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • April 19th, 2007 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
THIS SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) between Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”), and Mellon Bank N.A., a national banking association (“Mellon”), is dated as of April 18, 2007.
495,000,000 Prepetition Credit Facility $80,000,000 Senior Secured Superpriority Debtor-In-Possession Credit Facility $80,000,000 Senior Secured Superpriority Roll-Up Credit Facility $20,000,000 Incremental Senior Secured Superpriority...Credit Agreement • May 29th, 2009 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
Amendment No. 3, dated as of May 19, 2009, among HLI Operating Company, Inc., a Delaware corporation, Hayes Lemmerz Finance LLC - Luxembourg S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg, Hayes Lemmerz International, Inc., a Delaware corporation, each DIP Lender party hereto (as defined in the Existing Credit Agreement referred to below), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the DIP Lenders (“DIP Administrative Agent”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement (defined below).
Amendment No. 3, Waiver and Consent to Amended and Restated Credit AgreementCredit Agreement • April 9th, 2007 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
This Amendment No. 3, Waiver and Consent dated as of February ___, 2007 (this “Amendment No. 3”), among HLI Operating Company, Inc., a Delaware corporation (the “Borrower”), Hayes Lemmerz International, Inc., a Delaware corporation (“Holdings”), and Citicorp North America, Inc. (“CNAI”), as Administrative Agent on behalf of each Lender executing a Lender Consent (as defined below) amends certain provisions of the Amended and Restated Credit Agreement, dated as of April 11, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, Holdings, the Lenders and Issuers (in each case as defined therein) party thereto, CNAI, as Agent for the First Lien Lenders (as defined therein), CNAI, as Agent for the Term C Lenders (as defined therein), CNAI, as Collateral Agent for the Secured Parties, Lehman Commercial Paper Inc., as Syndication Agent, General Electric Capital Corporation, as Documentation Agent, and Cit
Amendment No. 1 to Credit AgreementCredit Agreement • May 11th, 2009 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
This Amendment No. 1, dated as of January 30, 2009 (this “Amendment”), among HLI Operating Company, Inc., a Delaware corporation (the “U.S. Borrower”), Hayes Lemmerz Finance LLC — Luxembourg S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the “Luxembourg Borrower” and together with the U.S. Borrower, the “Borrowers”), Hayes Lemmerz International, Inc., a Delaware corporation (“Holdings”), and Citicorp North America, Inc. (“CNAI”), as Administrative Agent (as defined below) on behalf of each Lender executing a Lender Consent (as defined below), amends certain provisions of the Second Amended and Restated Credit Agreement, dated as of May 30, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrowers, Holdings, the Lenders and Issuers (in each case as defined therein) party thereto, CNAI, as administrative agent for the Lenders and the Issuers (in such capacity, and
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • June 1st, 2007 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), is made as of May 25, 2007, by HLI OPERATING COMPANY, INC. (the “Company”), each of the Guarantors listed on the signature pages hereto, and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
DEPOSITARY AGREEMENT Dated as of May 12, 2009 among HLI OPERATING COMPANY, INC., HAYES LEMMERZ FINANCE LLC – LUXEMBOURG S.C.A., DEUTSCHE BANK AG NEW YORK BRANCH, as DIP Administrative Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS, as DepositaryDepositary Agreement • May 29th, 2009 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
EXHIBIT 10.1 RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • June 5th, 2006 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
SECOND AMENDMENTFinancing Agreement • April 9th, 2007 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
THIS SECOND AMENDMENT (this “Amendment”), is dated February ___, 2007, and relates to that certain (a) Receivables Financing Agreement, dated as of May 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), among Hayes Funding II, Inc., a Delaware corporation (“Hayes II”), the financial institutions from time to time party thereto (each a “Lender” and collectively, the “Lenders”), Citicorp USA, Inc., a Delaware corporation (“CUSA”), as program agent (the “Program Agent”) for the Lenders and HLI Operating Company, Inc. as “Servicer” (“HLIOC”), (b) Secondary Purchase Agreement, dated as of May 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Secondary Purchase Agreement”), among Hayes II and Hayes Funding I, LLC (“Hayes I”), and (c) Originator Purchase Agreement, dated as of May 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the “Originator Purchase
AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENTReceivables Financing Agreement • April 10th, 2008 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
THIS AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENT (the “Amendment”) is entered into as of May ___, 2007 by and among Hayes Funding II, Inc., a Delaware corporation (“Hayes II”), the financial institutions party to the Financing Agreement (as defined below) as of the date hereof (each a “Lender” and collectively, the “Lenders”), Citicorp USA, Inc., a Delaware corporation (“CUSA”), as program agent (the “Program Agent”) for the Lenders and HLI Operating Company, Inc. as “Servicer” (“HLIOC”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Financing Agreement.
HAYES LEMMERZ INTERNATIONAL, INC. PERFORMANCE CASH PLAN AWARD AGREEMENTAward Agreement • July 17th, 2008 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Delaware
WHEREAS, the Company desires to grant to the Participant this Award to provide financial incentive for the Participant to achieve strategic performance objectives; and
SUPPLEMENTAL INDENTURE AND GUARANTY RELEASESupplemental Indenture and Guaranty Release • April 10th, 2008 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
This SUPPLEMENTAL INDENTURE AND GUARANTY RELEASE (this “Release”), is made as of November 9, 2007, by HAYES LEMMERZ FINANCE LLC—LUXEMBOURG S.C.A. (the “Company”), each of the guarantors listed on the signature pages hereto (the “Guarantors”), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
HAYES LEMMERZ INTERNATIONAL, INC. REGISTRATION AGREEMENTRegistration Agreement • November 14th, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”), proposes to file a registration statement with the Securities and Exchange Commission (the “Commission”) with respect to a proposed offer and sale by AP Wheels LLC (“Apollo”) and the other selling stockholder(s) set forth on the signature page hereto (collectively and together with Apollo, the “Selling Stockholders”) of the number of shares of common stock, par value $0.01 per share, of the Company set forth opposite each Selling Stockholder’s name on Schedule A (in the aggregate, the “Shares”). In connection with the foregoing, the Company hereby agrees with you, as a Selling Stockholder, as follows:
495,000,000 Prepetition Credit Facility $80,000,000 Senior Secured Superpriority Debtor-In-Possession Credit Facility $80,000,000 Senior Secured Superpriority Roll-Up Credit Facility AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as...Credit Agreement • May 29th, 2009 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
Amendment No. 2, dated as of May 12, 2009, among HLI Operating Company, Inc., a Delaware corporation, Hayes Lemmerz Finance LLC - Luxembourg S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg, Hayes Lemmerz International, Inc., a Delaware corporation, each Lender (as defined in the Existing Credit Agreement referred to below) party thereto, each DIP Lender (as defined in the Amended Credit Agreement referred to below), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the DIP Lenders (“DIP Administrative Agent”) and Deutsche Bank Securities Inc. and General Electric Capital Corporation, as Joint Book-Running Lead Managers, Joint Lead Arrangers and Joint Syndication Agents with respect to the DIP Facility referred to therein and Deutsche Bank Securities Inc., as Documentation Agent with respect to the DIP Facilities referred to therein. Capitalized terms not otherwise defined herein shall have the meanings assigned to such t
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2007 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Delaware
This Registration Rights Agreement (this “Agreement”), dated as of , 2007, is made by and among (i) Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”), (ii) Deutsche Bank Securities Inc. (“DBSI”) and (iii) SPCP Group, LLC (“SP”), and any parties identified on the signature pages of any Additional Investor Agreements (as defined below) executed and delivered pursuant to Section 12.2 hereto (each, including DBSI and SP, an “Investor” and, collectively, the “Investors”).
ARTICLE II AMENDMENT TO ARTICLE I (DEFINITIONS)Lender Term • October 29th, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
EXHIBIT 10.24 FRAMEWORK AGREEMENTFramework Agreement • December 9th, 2005 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
