PARTNERSHIP INTERESTS PURCHASE AGREEMENTPartnership Interests Purchase Agreement • June 30th, 2004 • Desc S a De C V • Motor vehicle parts & accessories
CONSENT, WAIVER AND FIRST AMENDMENT TO THE CREDIT AGREEMENTCredit Agreement • June 30th, 2004 • Desc S a De C V • Motor vehicle parts & accessories • New York
THIS CONSENT, WAIVER AND FIRST AMENDMENT TO THE CREDIT AGREEMENT, dated as of April 27, 2004 (this “First Amendment”), among DESC, S.A. DE C.V. (the “Borrower”); each of the lenders that is a signatory hereto under the caption “BANKS” on the signature pages hereof (individually, a “Bank” and, collectively, the “Banks”); and CITIBANK, N.A., as administrative agent for the Banks (in such capacity, together with its successors in such capacity, the “Administrative Agent”).
ENGLISH TRANSLATION OF SPANISH ORIGINAL Mexico City, February 17, 2004.Desc S a De C V • June 30th, 2004 • Motor vehicle parts & accessories
We refer to (i) the financial restructuring that we have been discussing recently, which contemplates a possible capital increase; (ii) your request for cooperation in procuring investors, of any type and at the sole discretion of Inversora Bursatil, S.A. de C.V., Casa de Bolsa, Grupo Financiero Inbursa (“Inversora”), to subscribe for a capital increase (the “Capital Increase”) by DESC, S.A. de C.V. (the “Issuer”); and (iii) the proposal by Inversora regarding its subscription, on its own behalf or on behalf of third parties, for shares in the Capital Increase, subject to the terms and conditions set forth below (all investors, including Inversora, are hereinafter collectively referred to as the “Investors”). The Capital Increase shall be effected through a private placement without a public offer pursuant to the Ley del Mercado de Valores (the “Mexican Stock Exchange Law”), but shall grant, in Mexico, preemptive rights to the Issuer’s current shareholders. The foregoing shall be effec
ASSET PURCHASE AGREEMENT BY AND AMONG DESC AUTOMOTRIZ, S.A. DE C.V., HAYES WHEELS DE MEXICO, S.A. DE C.V., HAYES WHEELS ALUMINIO, S.A. DE C.V., INMOBILIARIA EL PUENTE, S.A. DE C.V., HAYES WHEELS ACERO, S.A. DE C.V., ADMINISTRACION Y CONTROL HAYES,...Asset Purchase Agreement • June 30th, 2004 • Desc S a De C V • Motor vehicle parts & accessories • New York
ASSET PURCHASE AGREEMENT, dated as of January 15, 2004 (this “Agreement”), by and among DESC Automotriz, S.A. de C.V., a corporation organized under the laws of Mexico (“DESC”), Hayes Wheels de Mexico, S.A. de C.V., a corporation organized under the laws of Mexico (the “JV”), Hayes Wheels Aluminio, S.A. de C.V., a corporation organized under the laws of Mexico (“Aluminio”), Inmobiliaria el Puente, S.A. de C.V., a corporation organized under the laws of Mexico (“Puente”), Hayes Wheels Acero, S.A. de C.V., a corporation organized under the laws of Mexico (“Acero”), Administracion y Control Hayes, S.A. de C.V., a corporation organized under the laws of Mexico (“Adyco” and, collectively with the JV, Aluminio, Puente, and Acero, the “JV Entities”), Hayes Lemmerz International, Inc., a Delaware corporation (“Hayes Parent”), Hayes Lemmerz International – Mexico, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Hayes Parent (“Hayes Mexico”), and Hayes Lemmerz Aluminio, S
Portions marked with asterisks within brackets have been omitted pursuant to a request for confidential treatment, and have been filed separately with the Commission in connection with such request. ASSET PURCHASE AND SALE AGREEMENT Dated as of...Asset Purchase and Sale Agreement • June 30th, 2004 • Desc S a De C V • Motor vehicle parts & accessories
THIS ASSET PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of September 29, 2003, is by and between Desc S.A. de C.V. (“Seller”), a corporation organized under the laws of Mexico, and Henkel Capital, S.A. de C.V. (“Buyer”), a corporation organized under the laws of Mexico.
GUARANTY AGREEMENTGuaranty Agreement • June 30th, 2004 • Desc S a De C V • Motor vehicle parts & accessories • New York
GUARANTY AGREEMENT dated as of December 23, 2003 between each of the guarantors that is a signatory hereto under the caption “GUARANTORS” on the signature pages hereof (collectively the “Guarantors” and each a “Guarantor”), and CITIBANK, N.A., as Administrative Agent under the Credit Agreement referred to below.
FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • June 30th, 2004 • Desc S a De C V • Motor vehicle parts & accessories
THIS FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT (the “Amendment”) is entered into as of September 30, 2003 by and between Desc S.A. de C.V. (“Seller”), a corporation organized under the laws of Mexico, and Henkel Capital, S.A. de C.V. (“Buyer”), a corporation organized under the laws of Mexico.
