EXHIBIT 10.38 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED AGREEMENT (the "Agreement") is made as of the 26th day of September, 2001 (the "Agreement Date"), by and between Hayes Lemmerz International, Inc. (the "Company") and...Employment Agreement • April 18th, 2002 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Delaware
AND RAY H. WITT AS TRUSTEE OF THE RAY H. WITT LIVING TRUST AGREEMENT DATED DECEMBER 2, 1981, AS AMENDED AND RESTATEDAgreement and Plan of Merger • December 15th, 1998 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Michigan
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT This AMENDED AND RESTATED STOCKHOLDERS AGREEMENT ("Agreement"), dated as of June 30, 1997, is among Hayes Wheels International, Inc., a Delaware corporation (the "Company"), Joseph Littlejohn & Levy Fund II,...Stockholders Agreement • July 7th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories • New York
1 EXHIBIT 10.31 SEVERANCE AGREEMENT THIS AGREEMENT, dated as of June 15, 2000 (the "Effective Date"), is made by and between Hayes Lemmerz International, Inc., a Delaware corporation (the "Company"), and [INSERT NAME] (the "Executive"). WHEREAS, the...Severance Agreement • December 15th, 2000 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Delaware
INDENTUREHayes Lemmerz International Inc • February 18th, 1999 • Motor vehicle parts & accessories • New York
WITNESSETH:Consulting Agreement • June 12th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories • Michigan
WITNESSETH:Consulting Agreement • June 12th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories • Michigan
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 7th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories • New York
EXHIBIT 10.39 EMPLOYMENT AGREEMENT THIS AGREEMENT (the "Agreement") is made as of the ___ day of _________, 2001 (the "Agreement Date"), by and between Hayes Lemmerz International, Inc. (the "Company") and ___________________ (the "Executive")....Employment Agreement • April 18th, 2002 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • Delaware
2 3 the Agreement and (iii) provide for the payment of interest in accordance with Section 4.1 of the Agreement.Term Loan Agreement • July 12th, 2001 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
1 EXHIBIT 4.14 REGISTRATION RIGHTS AGREEMENT Dated as of June 22, 2001Registration Rights Agreement • June 29th, 2001 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
1 EXHIBIT 10.29 THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 18th, 1999 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. 1 TO STOCKHOLDERS' AGREEMENTStockholders' Agreement • May 6th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories
EXHIBIT 4.1 OPTION AGREEMENT AMONG HAYES WHEELS INTERNATIONAL, INC., RENATE KUKWA-LEMMERZ AND INGE KRUGER-PRESSL DATED AS OF JULY 30, 1997 2 OPTION AGREEMENT OPTION AGREEMENT, dated as of July 30, 1997 (the "Agreement"), among: A. Hayes Wheels...Option Agreement • August 4th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories
1 EXHIBIT 1.1 HAYES WHEELS INTERNATIONAL, INC. (a Delaware corporation) 3,000,000 Shares of Common Stock U.S. PURCHASE AGREEMENT Dated: August , 1997 TABLE OF CONTENTSPurchase Agreement • August 18th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories • New York
WITNESSETH:Credit Agreement • June 21st, 2001 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
1 EXHIBIT 4.12 ---------------------------------------------------------------- ---------------- REGISTRATION RIGHTS AGREEMENT Dated as of December 14, 1998Registration Rights Agreement • February 18th, 1999 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
WITNESSETH:Credit and Guaranty Agreement • April 2nd, 2003 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
EXHIBIT 1.2 HAYES WHEELS INTERNATIONAL, INC. (a Delaware corporation) 779,502 Shares of Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: August , 1997 TABLE OF CONTENTSInternational Purchase Agreement • August 18th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories • New York
1 EXHIBIT 10.31 AMENDMENT NO. 3 AND CONSENT AMENDMENT NO. 3 AND CONSENT, dated as of March 9, 2001 (this "Amendment"), under the THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 3, 1999 (as amended, supplemented or otherwise modified,...Credit Agreement • March 16th, 2001 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. 2Credit Agreement • December 15th, 2000 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
INDENTURECovenants • June 29th, 2001 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
AMONGPurchase Agreement • June 12th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories • New York
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of a statement on Schedule 13D (including all amendments thereto)...Joint Filing Agreement • January 13th, 2000 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
In accordance with Rule 13d-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of a statement on Schedule 13D (including all amendments thereto) (the "Statement") with respect to the common stock, par value $.01 per share, of Hayes Lemmerz International, Inc., a Delaware corporation, and further agree that this Joint Filing Agreement be included as an exhibit to such Statement. In evidence whereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 12th day of January, 2000.
EXHIBIT 10.40 AMENDED AND RESTATED SETTLEMENT AGREEMENT THIS AMENDED AND RESTATED SETTLEMENT AGREEMENT (this "Amendment"), dated and effective this 1st day of December, 2001, is by and between HAYES LEMMERZ, S.P.A. an Italian corporation (the...Settlement Agreement • May 1st, 2002 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
AMENDMENT NO. 4 Execution Copy Computation of Ratios Subsidiaries of the Company Consent of KPMG LLP Powers of AttorneyCredit Agreement • May 1st, 2001 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories • New York
AMENDMENT NO. 4, dated as of April 20, 2001 (this “Amendment”), under the THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of February 3, 1999 (as amended, supplemented or otherwise modified, the “Agreement”), among HAYES LEMMERZ INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), the several lenders from time to time parties to such Agreement (the “Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE, a Canadian-chartered bank acting through its New York Agency, as administrative agent for the Lenders thereunder and co-lead arranger (in such capacity, the “Administrative Agent”), CREDIT SUISSE FIRST BOSTON, as syndication agent for the Lenders thereunder and co-lead arranger, MERRILL LYNCH CAPITAL CORPORATION, a Delaware corporation, as co-documentation agent for the Lenders thereunder, and DRESDNER BANK AG, as co-documentation agent and European Swing Line Administrator for the Lenders.
1 EXHIBIT 10.23 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT THIS AGREEMENT is dated and effective this 6th day of June, 1996, and amends that certain Employment Agreement, dated February 1, 1993, by and between HAYES WHEELS, S.p.A. f/k/a FPS/Kelsey-Hayes,...Employment Agreement • April 30th, 1997 • Hayes Wheels International Inc • Motor vehicle parts & accessories
1 EXHIBIT 10.28 MANAGING DIRECTOR'S SERVICE AGREEMENT between LEMMERZ HOLDING GMBH hereinafter referred to as "the Company" and MR. DIPL.-KFM. KLAUS JUNGER hereinafter referred to as "the Manager" PREAMBLE This Managing Director's Service Agreement...Hayes Lemmerz International Inc • April 24th, 1998 • Motor vehicle parts & accessories
EXHIBIT 10.36 ----------------------------------------------------------------- --------------- REVOLVING CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • February 19th, 2002 • Hayes Lemmerz International Inc • Motor vehicle parts & accessories
