Exhibit 10.11
CITICORP NORTH AMERICA, INC.
000 XXXXXXXXX XXXXXX, 00XX XXXXX
XXX XXXX, 00000
June 1, 2004
Xxxxx Lemmerz International, Inc.
00000 Xxxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
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"), Xxxxx 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 such capacity, the
"Administrative Agent"), Xxxxxx Commercial Paper Inc., as syndication agent, and
General Electric Capital Corporation, as documentation agent. Capitalized terms
used herein and not defined shall have the respective meanings ascribed to such
terms in the Credit Agreement.
Pursuant to Section 7.13 of the Credit Agreement, the Borrower is
obligated to comply with the terms and conditions set forth on Schedule 7.13 to
the Credit Agreement. Clause D of such Schedule 7.13 requires that, except as
otherwise may be agreed by the Administrative Agent, Holdings and the Borrower
shall have caused the Intercompany Loan Documents listed on Annex C (Post
Closing Intercompany Loan Documents) to Schedule 7.13 to be executed and
delivered prior to August 1, 2003 (or such later date as the Administrative
Agent shall agree) and that each such Intercompany Loan Document shall be in
form and substance reasonably acceptable to the Administrative Agent. Holdings
and the Borrower have previously requested and the Administrative Agent has
previously agreed to extend the date prior to which the Intercompany Loan
Documents are required to be delivered by Holdings and the Borrower under
Schedule 7.13 from August 1, 2003 to June 1,2004.
The Administrative Agent hereby agrees to waive (a) compliance with
Clause D of Schedule 7.13 solely with respect to (x) the Pledge and Security
Agreement by and among HLI Swiss Holdings, LLC, HLI (Europe), LLC and each of
the other entities listed on the signature pages thereof, in favor of HLI
Netherlands B.V., as an Intercompany Lender (the "U.S. Law Security Agreement"),
and (y) any Intercompany Loan Documents that have not, as of the date hereof,
been fully executed and delivered by Holdings and/or the Borrower to the
Administrative Agent for the following Class II Jurisdictions:
(i) Belgium;
(ii) Brazil; and
(iii) The Netherlands;
and (b) any Event of Default resulting solely from such Intercompany Loan
Documents (including, without limitation, the U.S. Law Security Agreement) not
being fully executed and delivered to the Administrative Agent as required by
Clause D of Schedule 7.13.
The execution, delivery and effectiveness of this letter agreement
shall not, except as expressly provided herein, operate as a release or waiver
of any right, power or remedy of the Administrative Agent under the Credit
Agreement, the Pledge and Security Agreement or any other Loan Document, nor
constitute a release or waiver of any provision of the Credit Agreement, the
Pledge and Security Agreement or any of the other Loan Documents, including,
without limitation, Section 7.11 of the Credit Agreement.
[SIGNATURE PAGE FOLLOWS]
2
Please evidence your receipt and acceptance of this letter agreement
by signing the acknowledgment below. This letter agreement may be executed and
delivered in counterparts, each of which when so executed and delivered, shall
be deemed an original and all of which taken together shall constitute one and
the same original agreement.
Very truly yours,
CITICORP NORTH AMERICA, INC.
as Administrative Agent
By: /s/Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice-President
ACCEPTED AND AGREED
as of the date first above written.
HLI OPERATING COMPANY, INC. as Borrower
By:
----------------------------------
Name:
Title:
XXXXX LEMMERZ INTERNATIONAL, INC.
as Holdings
By:
-------------------------------
Name:
Title:
[SIGNATURE PAGE TO WAIVER]
Please evidence your receipt and acceptance of this letter agreement
by signing the acknowledgment below. This letter agreement may be executed and
delivered in counterparts, each of which when so executed and delivered, shall
be deemed an original and all of which taken together shall constitute one and
the same original agreement.
Very truly yours,
CITICORP NORTH AMERICA, INC.
as Administrative Agent
By:
---------------------------------
Name:
Title:
ACCEPTED AND AGREED
as of the date first above written.
HLI OPERATING COMPANY, INC. as Borrower
By: /s/Xxxx X Xxxxxxxx
----------------------------------
Name: Xxxx X Xxxxxxxx
Title:TREASURER
XXXXX LEMMERZ INTERNATIONAL, INC.
as Holdings
By: /s/Xxxx X Xxxxxxxx
-------------------------------
Name: Xxxx X Xxxxxxxx
Title:TREASURER
[SIGNATURE PAGE TO WAIVER]
