0000950124-07-001566 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 16th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • Delaware

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”).

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EQUITY PURCHASE AND COMMITMENT AGREEMENT
Equity Purchase and Commitment Agreement • March 16th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York

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.

FORM OF STANDSTILL AND DIRECTOR NOMINATION AGREEMENT
Standstill and Director Nomination Agreement • March 16th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • Delaware
FORM OF STANDSTILL AND DIRECTOR NOMINATION AGREEMENT
Form of Standstill and Director Nomination Agreement • March 16th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • Delaware
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