Hli Operating Co Inc Sample Contracts

Hli Operating Co Inc – Hayes Lemmerz Announces Expiration of Tender Offer for 10 1/2% Senior Notes Due 2010 NORTHVILLE, Michigan, June 6, 2007 — Hayes Lemmerz International, Inc. (the “Company,” Nasdaq: HAYZ) announced today the expiration of the previously announced cash tender offer and consent solicitation of its indirect subsidiary, HLI Operating Company, Inc. (“HLI”) for any and all of the outstanding 101/2% Senior Notes Due 2010 (CUSIP No. 404216AB9) (the “Notes”) of HLI. The tender offer and consent solicitation for the Notes expired at 11:59 p.m., New York City time, on June 5, 2007 (the “Expiration Date”). (June 7th, 2007)

This press release shall not constitute an offer to purchase, a solicitation of an offer to sell, or a solicitation of consents with respect to the Notes. The tender offer and consent solicitation were made solely by means of the Offer to Purchase and the related Letter of Transmittal and Consent for Tender Offer.

Hli Operating Co Inc – REGISTRATION RIGHTS AGREEMENT (June 5th, 2007)

This Registration Rights Agreement (this “Agreement”), dated as of May 30, 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”).

Hli Operating Co Inc – HAYES LEMMERZ FINANCE LLC-LUXEMBOURG S.C.A. 8.25% SENIOR NOTES DUE 2015 INDENTURE Dated as of May 30, 2007 U.S. BANK NATIONAL ASSOCIATION, as Trustee DEUTSCHE BANK AG, LONDON BRANCH, as London Paying Agent (June 5th, 2007)

This INDENTURE, dated as of May 30, 2007, is entered into by and among Hayes Lemmerz Finance LLC—Luxembourg S.C.A., a partnership limited by shares (société en commandite par actions) under the laws of the Grand Duchy of Luxembourg (the “Issuer”), each Guarantor listed on the signature pages hereto, U.S. Bank National Association, as Trustee (the “Trustee”) and Deutsche Bank AG, London Branch as London Paying Agent (the “London Paying Agent”).

Hli Operating Co Inc – SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 30, 2007 among HLI Operating Company, Inc. Hayes Lemmerz Finance LLC — Luxembourg S.C.A. as Borrowers and Hayes Lemmerz International, Inc. as Holdings and The Lenders and Issuers Party Hereto and Citicorp North America, Inc. as Administrative Agent and Deutsche Bank Securities inc. as Syndication Agent and Citicorp North America, inc. as Documentation Agent Citigroup Global Markets Inc. Deutsche Bank Securities Inc. as Joint Book-Running Lead Managers and Joint Lead Arrangers Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New (June 5th, 2007)
Hli Operating Co Inc – REGISTRATION RIGHTS AGREEMENT Dated as of May 30, 2007 By and Among HAYES LEMMERZ FINANCE LLC — LUXEMBOURG S.C.A. and THE GUARANTORS NAMED HEREIN as Issuers, and DEUTSCHE BANK AG, LONDON BRANCH, and CITIGROUP GLOBAL MARKETS INC. and UBS LIMITED as Initial Purchasers 8.250% SENIOR NOTES DUE 2015 (June 5th, 2007)

This Registration Rights Agreement (the “Agreement”) is dated as of May 30, 2007 by and among Hayes Lemmerz Finance LLC — Luxembourg S.C.A., a partnership limited by shares (“société en commandite per actions”) under the laws of the Grand Duchy of Luxembourg (the “Company”) and an indirect wholly owned subsidiary of HLI Operating Company, Inc., a Delaware corporation (“HLI Opco”) and indirect subsidiary of Hayes Lemmerz International, Inc., a Delaware corporation (“Hayes”), the other Guarantors listed on Schedule 1 hereto (together with Hayes and HLI Opco, the “Guarantors” and, together with the Company, the “Issuers”) and Deutsche Bank AG, London Branch, Citigroup Global Markets Inc. and UBS Limited (the “Initial Purchasers”).

Hli Operating Co Inc – SECOND AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of May 30, 2007 among Hayes Lemmerz International, Inc. and HLI Operating Company, Inc. as Grantors and Each Other Grantor From Time to Time Party Hereto and Citicorp North America, Inc. as Administrative Agent and Deutsche Bank Securities Inc. as Syndication Agent (June 5th, 2007)

This Second Amended and Restated Pledge and Security Agreement (this “Agreement”), dated as of May 30, 2007, by HLI Operating Company, Inc. (“U.S. Borrower”), Hayes Lemmerz International, Inc. (“Holdings”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.11 (Additional Grantors) (each a “Grantor” and, collectively, the “Grantors”), in favor of Citicorp North America, Inc. (“CNAI”), as administrative agent for the Secured Parties (in such capacity, the “Administrative Agent”), amends and restates in its entirety the Existing Pledge and Security Agreement (as defined below). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Credit Agreement referred to below.

Hli Operating Co Inc – Hayes Lemmerz Announces Cash Tender Offer and Consent Solicitation for 101/2% Senior Notes Due 2010 (May 9th, 2007)

The tender offer and consent solicitation for the Notes are part of a recapitalization of the Company and its subsidiaries that includes the Rights Offering and a proposed new senior secured credit facility in the aggregate principal amount of $495.0 million that will be used, together with additional indebtedness of approximately $150.0 million to be incurred by the Company, to refinance debt under the Company’s Amended and Restated Credit Agreement dated as of April 11, 2005, and related documents (the “Existing Credit Facility”), to pay related transaction costs, fees, and expenses, to provide working capital, and for other general corporate purposes.

Hli Operating Co Inc – AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (April 18th, 2007)

This Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of April 16, 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”).

Hli Operating Co Inc – Amended Section 10 of Article II of the By-Laws of Hayes Lemmerz International, Inc. (April 18th, 2007)
Hli Operating Co Inc – AMENDED AND RESTATED EQUITY PURCHASE AND COMMITMENT AGREEMENT (April 18th, 2007)

THIS AMENDED AND RESTATED EQUITY PURCHASE AND COMMITMENT AGREEMENT (this “Agreement”), dated as of April 16, 2007, is made by and between Deutsche Bank Securities Inc., a Delaware corporation (the “Investor”), and Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement have the meanings assigned thereto in the sections indicated on Schedule 1 hereto.

Hli Operating Co Inc – Amended Agreements Reduce Potential Dilution of Current Stockholders (April 18th, 2007)

NORTHVILLE, Mich., April 16 /PRNewswire-FirstCall/ — Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced today that the Company has entered into an Amended and Restated Equity Purchase and Commitment Agreement (the “Restated Equity Agreement”) with Deutsche Bank Securities, Inc. (“Deutsche Bank”) related to Deutsche Bank’s commitment to backstop the Company’s previously announced $180 million equity rights offering (the “Rights Offering”). Pursuant to the Restated Equity Agreement, Deutsche Bank agreed to reduce the number of shares subject to its direct investment option from a maximum of 5,538,462 shares of the Company’s common stock to a maximum of 4,038,462 shares. Deutsche Bank also agreed that shares purchased pursuant to the direct investment option would be in addition to, and would not reduce, the number of shares of the Company’s common stock offered in the Rights Offering. Stockholders of record on April 10, 2007 (the “Record Date”) will receive rights to purchase 1.3

Hli Operating Co Inc – FORM OF STANDSTILL AND DIRECTOR NOMINATION AGREEMENT (March 16th, 2007)

THIS STANDSTILL AND DIRECTOR NOMINATION AGREEMENT (this “Agreement”), dated as of ___, 2007, is made by and between Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities, Inc., a [___] corporation (“DBSI”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the EPCA (as defined below).

Hli Operating Co Inc – FORM OF STANDSTILL AND DIRECTOR NOMINATION AGREEMENT (March 16th, 2007)

THIS STANDSTILL AND DIRECTOR NOMINATION AGREEMENT (this “Agreement”), dated as of ___, 2007, is made by and between Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”), and SPCP Group, LLC, a Delaware limited liability company (“Silver Point”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the EPCA (as defined below).

Hli Operating Co Inc – REGISTRATION RIGHTS AGREEMENT (March 16th, 2007)

This Registration Rights Agreement (this “Agreement”), dated as of March 16, 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”).

Hli Operating Co Inc – EQUITY PURCHASE AND COMMITMENT AGREEMENT (March 16th, 2007)

THIS EQUITY PURCHASE AND COMMITMENT AGREEMENT (this “Agreement”), dated as of March 16, 2007, is made by and between Deutsche Bank Securities Inc., a Delaware corporation (the “Investor”), and Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement have the meanings assigned thereto in the sections indicated on Schedule 1 hereto.

Hli Operating Co Inc – REGISTRATION RIGHTS AGREEMENT (March 16th, 2007)

This Registration Rights Agreement (this “Agreement”), dated as of March 16, 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”).

Hli Operating Co Inc – FORM OF STANDSTILL AND DIRECTOR NOMINATION AGREEMENT (March 16th, 2007)

THIS STANDSTILL AND DIRECTOR NOMINATION AGREEMENT (this “Agreement”), dated as of ___, 2007, is made by and between Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities, Inc., a [___] corporation (“DBSI”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the EPCA (as defined below).

Hli Operating Co Inc – FORM OF STANDSTILL AND DIRECTOR NOMINATION AGREEMENT (March 16th, 2007)

THIS STANDSTILL AND DIRECTOR NOMINATION AGREEMENT (this “Agreement”), dated as of ___, 2007, is made by and between Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”), and SPCP Group, LLC, a Delaware limited liability company (“Silver Point”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the EPCA (as defined below).

Hli Operating Co Inc – EQUITY PURCHASE AND COMMITMENT AGREEMENT (March 16th, 2007)

THIS EQUITY PURCHASE AND COMMITMENT AGREEMENT (this “Agreement”), dated as of March 16, 2007, is made by and between Deutsche Bank Securities Inc., a Delaware corporation (the “Investor”), and Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement have the meanings assigned thereto in the sections indicated on Schedule 1 hereto.

Hli Operating Co Inc – Hayes Lemmerz Amends Credit Agreement, Updates Fiscal Year 2005 Guidance and Initiates Further Actions to Enhance Shareholder Value (April 3rd, 2006)

Northville, MI, March 31, 2006 — Hayes Lemmerz International, Inc. (Nasdaq: HAYZ) announced today that it has concluded an agreement with its lending group to amend its $625 million senior secured credit facility. Among other changes, the amendment favorably modifies certain financial covenants.

Hli Operating Co Inc – Amendment No. 2 to Amended and Restated Credit Agreement (April 3rd, 2006)

This Amendment No. 2 to Amended and Restated Credit Agreement, dated as of March 31, 2006 (this “Amendment), is entered into 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 (as defined below) on behalf of each Lender executing a Lender Consent (as defined below), and amends 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 party thereto, CNAI, as administrative agent for the First Lien Lenders and as administrative agent for the Term C Lenders (in such capacities, the “Administrative Agent”), CNAI, as Collateral Agent for the Secured Parties, Lehman Commercial Paper Inc., as Syndication Agent, General Electric Capital Corporation, as

Hli Operating Co Inc – Hayes Lemmerz Announces Agreement for the Sale of its Commercial Highway Hub & Drum Business (October 20th, 2005)

Northville, Michigan — October 20, 2005 — Hayes Lemmerz International, Inc. (NASDAQ: HAYZ) today announced that it has entered into a stock purchase agreement for the sale of its Commercial Highway Hub and Brake Drum business to Precision Partners Holding Company, a multi-national supplier of complex precision machined components, tooling, and assemblies. This transaction does not include the Company’s Automotive Brake Business that manufactures brake components for the passenger car and light truck market.

Hli Operating Co Inc – FIRST AMENDMENT (September 13th, 2005)

THIS FIRST AMENDMENT, dated as of February 7, 2005 (this “Amendment”) to that certain Receivables Financing Agreement, dated as of December 9, 2004 (the “Financing Agreement”), among HL Funding II, Inc., a Delaware corporation (the “Borrower”), CAFCO, LLC, as an “Investor”, Citibank, N.A., as a “Bank”, Citicorp North America, Inc., as the program agent (“Program Agent”) and as an “Investor Agent”, HLI Operating Company, Inc., as “Servicer” (“HLIOC”) and Citibank, N.A., as the “Disbursement Agent”, and the other financial institutions from time to time a party thereto, as “Investors”, “Banks” and/or “Investor Agents” (as each such quoted term is defined in the Financing Agreement), is by and among the Borrower, HLIOC, the Program Agent, the Bank, the Investor Agent, the Investor and the Disbursement Agent. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Financing Agreement, as amended hereby.

Hli Operating Co Inc – SECOND AMENDMENT (September 13th, 2005)

THIS SECOND AMENDMENT is dated as of May 27, 2005 (this “Amendment”), and relates to that certain (a) Receivables Financing Agreement, dated as of December 9, 2004 (as amended by that certain First Amendment, dated as of February 7, 2005, and as further amended, restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), among HL Funding II, Inc., a Delaware corporation (“HL II”), CAFCO, LLC, as an “Investor”, Citibank, N.A., as a “Bank”, Citicorp North America, Inc., as the program agent (“Program Agent”) and as an “Investor Agent”, HLI Operating Company, Inc. as “Servicer” (“HLIOC”) and Citibank, N.A. as the “Disbursement Agent”, and the other financial institutions from time to time a party thereto as “Investors”, “Banks” and/or “Investor Agents” (as each such quoted term is defined in the Financing Agreement), (b) Secondary Purchase Agreement, dated as of December 9, 2004 (as amended, restated, supplemented or otherwise modified from time to time, th

Hli Operating Co Inc – INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (April 14th, 2005)

EXHIBIT 10.4 EXECUTION VERSION INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, dated as of April 11, 2004, is entered into among CITICORP NORTH AMERICA, INC. ("Citigroup"), as administrative agent for the First Lien Lenders (in such capacity, the "Senior Agent"), CITIGROUP, as administrative agent for the Term C Lenders (in such capacity, the "Junior Agent"), CITIGROUP, as collateral agent for the Secured Parties (in such capacity, the "Collateral Agent"), HLI OPERATING COMPANY, INC. (the "Borrower"), HAYES LEMMERZ INTERNATIONAL, INC. (the "Company") and each other Loan Party. W I T N E S S E T H : WHEREAS, the Borrower, the Company, the Lenders, the Issuers, the Senior Agent, the Junior Agent and the Collateral Agent have entered into

Hli Operating Co Inc – THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, DATED AS OF APRIL 11, 2005 (April 14th, 2005)

Exhibit 10.2 EXECUTION VERSION THIS AMENDED AND RESTATED GUARANTY IS SUBJECT TO THE TERMS AND PROVISIONS OF THE INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT, DATED AS OF APRIL 11, 2005 (AS SUCH AGREEMENT MAY BE AMENDED, AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME, THE "INTERCREDITOR AGREEMENT"), AMONG CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT FOR THE FIRST LIEN LENDERS, CITICORP NORTH AMERICA, INC., AS ADMINISTRATIVE AGENT FOR THE TERM C LENDERS, CITICORP NORTH AMERICA, INC., AS COLLATERAL AGENT FOR THE SECURED PARTIES, HLI OPERATING COMPANY, INC., HAYES LEMMERZ INTERNATIONAL, INC. AND EACH GUARANTOR. AMENDED AND RESTATED GUARANTY THIS AMENDED AND RESTATED GUARANTY (the "Guaranty"), dated as of April 11, 2005, by Hayes Lemmerz International, Inc. ("Holdings"), HLI Parent Company, Inc.

Hli Operating Co Inc – AMENDED AND RESTATED CREDIT AGREEMENT (April 14th, 2005)

Exhibit 10.1 EXECUTION VERSION $625,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 11, 2005 among HLI OPERATING COMPANY, INC. as Borrower and HAYES LEMMERZ INTERNATIONAL, INC. as Holdings and THE LENDERS AND ISSUERS PARTY HERETO and CITICORP NORTH AMERICA, INC. as First Lien Agent and CITICORP NORTH AMERICA, INC.

Hli Operating Co Inc – AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (April 14th, 2005)

Exhibit 10.3 EXECUTION VERSION AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of April 11, 2005 among HAYES LEMMERZ INTERNATIONAL, INC. and HLI OPERATING COMPANY, INC. as Grantors and Each Other Grantor From Time to Time Party Hereto and CITICORP NORTH AMERICA, INC. as First Lien Agent and CITICORP NORTH AMERICA, INC. as Second Lien Agent

Hli Operating Co Inc – AMENDMENT NO. 4, WAIVER AND CONSENT TO CREDIT AGREEMENT (December 15th, 2004)

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

Hli Operating Co Inc – REGISTRATION RIGHTS AGREEMENT (September 9th, 2004)

EXHIBIT 4.9 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of July 1, 2004, by and between Hayes Lemmerz International, Inc., a Delaware corporation (the "Company") and AP Wheels, LLC, a Delaware limited liability company ("Apollo"). WHEREAS, Apollo and the Company are party to a Registration Agreement (the "Registration Agreement") dated as of October 30, 2003; and WHEREAS, in connection with the sale of shares of Common Stock pursuant to the registration statement on Form S-3 filed by the Company with the SEC on November 14, 2003, as amended, the Company agreed to grant Apollo certain registration rights as set forth herein. In consideration of the premises and mutual agreements set forth herein, the parties hereto hereby agree as follows: 1. Definitions. Unless otherwise defined here

Hli Operating Co Inc – Re: Waiver of Certain Post Closing Covenants (September 9th, 2004)

Exhibit 10.11 CITICORP NORTH AMERICA, INC. 388 GREENWICH STREET, 19TH FLOOR NEW YORK, 10013 June 1, 2004 Hayes Lemmerz International, Inc. 15300 Centennial Drive Northville, Michigan 48167 Attention: Gary Findling Re: Waiver of Certain Post Closing Covenants Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of June 3, 2003 (as amended, modified or supplemented from time to time, the "Credit Agreement"), among HLI Operating Company, Inc., a Delaware corporation (the "Borrower"), Hayes Lemmerz International, Inc., a Delaware corporation ("Holdings"), the Lenders (as defined in the Credit Agreement), the Issuers (as defined in the Credit Agreement) and Citicorp North America, Inc. as administrative agent for the Lenders and the Issuers (in su

Hli Operating Co Inc – AMENDMENT NO. 3 TO CREDIT AGREEMENT (September 9th, 2004)

Exhibit 10.10 AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT No. 3 dated as of May 6, 2004 (this "Amendment" or "Amendment No. 3"), 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 amended as of October 16, 2003, and as further amended as of February 6, 2004 (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 c

Hli Operating Co Inc – AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT (April 14th, 2004)

EXHIBIT 10.8 AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT This AMENDMENT NO. 2 AND WAIVER dated as of February 6, 2004 (this "Amendment"), 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 and amended as of October 16, 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 und