Hli Operating Co Inc Sample Contracts

EXECUTION VERSION AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT Dated as of April 11, 2005
Pledge and Security Agreement • April 14th, 2005 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York
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EXECUTION VERSION AMENDED AND RESTATED CREDIT AGREEMENT Dated as of April 11, 2005
Credit Agreement • April 14th, 2005 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York
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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...
Intercreditor and Collateral Agency Agreement • April 14th, 2005 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York
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ARTICLE II AMENDMENT TO ARTICLE I (DEFINITIONS)
Credit Agreement • April 14th, 2004 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York
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AMENDMENT TO ARTICLE VIII (NEGATIVE COVENANTS)
Credit Agreement • September 9th, 2004 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York
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AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 18th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • Delaware

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”).

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AMENDED AND RESTATED EQUITY PURCHASE AND COMMITMENT AGREEMENT
Equity Purchase and Commitment Agreement • April 18th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York

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.

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FORM OF STANDSTILL AND DIRECTOR NOMINATION AGREEMENT
Standstill and Director Nomination Agreement • March 16th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • Delaware
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AMENDMENT NO. 4, WAIVER AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • December 15th, 2004 • Hli Operating Co 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

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FORM OF STANDSTILL AND DIRECTOR NOMINATION AGREEMENT
Standstill and Director Nomination Agreement • March 16th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • Delaware
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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...
Registration Rights Agreement • September 9th, 2004 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York
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FIRST AMENDMENT
Receivables Financing Agreement • September 13th, 2005 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York

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.

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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...
Guaranty • April 14th, 2005 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York
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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...
Waiver of Certain Post Closing Covenants • September 9th, 2004 • Hli Operating Co Inc • Motor vehicle parts & accessories
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 5th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • Delaware

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”).

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SECOND AMENDMENT
Receivables Financing Agreement • September 13th, 2005 • Hli Operating Co Inc • Motor vehicle parts & accessories

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

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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
Indenture • June 5th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York

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”).

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Amendment No. 2 to Amended and Restated Credit Agreement
Credit Agreement • April 3rd, 2006 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York

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

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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...
Registration Rights Agreement • June 5th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York

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”).

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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,...
Pledge and Security Agreement • June 5th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York

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.

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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...
Credit Agreement • June 5th, 2007 • Hli Operating Co Inc • Motor vehicle parts & accessories • New York
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