EXHIBIT 10.37
EXECUTION
FIRST AMENDMENT TO REVOLVING
CREDIT AND GUARANTY AGREEMENT
This FIRST AMENDMENT TO REVOLVING CREDIT AND GUARANTY AGREEMENT, dated
as of January 15, 2002, (this "Amendment"), is among Xxxxx Lemmerz
International, Inc. (the "Borrower"), each of the direct and indirect
subsidiaries of the Borrower listed as Guarantors on the signature pages hereto
(collectively, the "Guarantors"), Bank of America, N.A., CIBC, Inc. and Citicorp
USA, Inc. (collectively, the "Lenders") and Canadian Imperial Bank of Commerce,
as administrative agent (in such capacity, the "Administrative Agent") for the
Lenders.
WITNESSETH
WHEREAS, the Borrower, the Guarantors, the Lenders and the
Administrative Agent are parties to that certain Revolving Credit and Guaranty
Agreement, dated as of December 17, 2001 (as amended, restated or otherwise
modified from time to time, the "Credit Agreement")
WHEREAS, the Borrower has requested, and the Lenders and the
Administrative Agent have, on terms and conditions set forth herein, agreed to
certain modifications of the Credit Agreement; and
WHEREAS, from and after the Effective Date (as hereinafter defined) of
this First Amendment, the Credit Agreement shall be amended, subject to and upon
the terms and conditions set forth herein;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, and subject to the fulfillment of the
conditions set forth below, the parties hereto agree as follows:
Section 1. Definitions. Unless otherwise defined herein, or the context
otherwise requires, capitalized terms used in this Amendment shall have the
meanings ascribed to such terms in the Credit Agreement.
Section 2. Amendments to the Credit Agreement. Subject to the terms and
conditions set forth herein, the Credit Agreement is hereby amended as follows:
(a) Section 1.1 of the Credit Agreement is hereby amended to included
the following defined terms in alphabetical order:
"BORROWING BASE PROPERTIES" means all Eligible Real Property
of the Borrower and the Guarantors that is included in accordance with
this Agreement in the determination of the PP&E Component.
"CONTAMINANT" means any waste, pollutant, Hazardous Substance,
toxic substance, Hazardous Waste, special waste, petroleum or
petroleum-derived substance or waste, asbestos in any form or
condition, polychlorinated biphenyls, or any constituent of any such
substance or waste.
"ELIGIBLE REAL PROPERTY" means real property located in the
United States and owned by the Borrower or a Guarantor as to which (i)
the Administrative Agent shall have received an
appraisal and a Phase I environmental report, in each case that is
satisfactory in form and substance to the Administrative Agent and the
Initial Lenders, (ii) no casualty has occurred that affects the value,
use or operation which has not been restored or repaired, (iii) no
condemnation or taking shall be pending which would materially
adversely affect the value, use or operation of such real property,
(iv) the Administrative Agent shall have received title reports,
surveys and such other reports or information reasonably requested by
the Administrative Agent or the Initial Lenders and (v) no
representation or warranty contained in any of the Loan Documents has
been breached (or will be breached) by inclusion of such real property
in the PP&E Component.
"ENVIRONMENTAL CLAIMS" means all claims, however asserted, by
any Governmental Authority or other Person alleging potential liability
or responsibility for violation of any Environmental Law, or for a
Release or other injury to the environment.
"ENVIRONMENTAL LAWS" means all federal, state or local laws,
statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each
case relating to protection of the environment or protection of human
health in connection with exposure to any Hazardous Waste or Hazardous
Substance.
"HAZARDOUS SUBSTANCE" shall have the meaning given such term
in Section 3.7(a).
"HAZARDOUS WASTE" shall have the meaning given such term in
Section 3.7(a).
"RELEASE" means a release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or
migration of a Contaminant into or out of the Borrowing Base
Properties, including the movement of Contaminants through or in the
air, soil, surface water, groundwater of the Borrowing Base Properties
or otherwise.
(b) The following definitions set forth in Section 1.1 of the Credit
Agreement are hereby amended to read in their entirety as follows:
"BORROWING BASE" shall mean, at the time of any determination,
an amount equal to the sum, without duplication, of (a) 85% of Eligible
Accounts Receivable plus (b) the sum of 45% of Eligible Finished Goods
plus 21% of Eligible Raw Materials, plus (c) the PP&E Component, minus
(d) the Carve-Out. The Borrowing Base at any time shall be determined
by reference to the most recent Borrowing Base Certificate delivered to
the Administrative Agent pursuant to Section 5.8 of the Agreement.
Subject to the limitations and requirements set forth in Section
10.10(a) of the Agreement, the Administrative Agent, in its sole
discretion after consultation with the Initial Lenders, may, and at the
direction of at least two of the Initial Lenders shall, adjust and
revise from time to time standards of eligibility and reserves and
advance rates of the Borrowing Base, with any changes in such standards
to be effective three (3) Business Days after delivery of notice
thereof to the Borrower.
"BORROWING BASE ADDENDUM" shall mean the First Amendment to
Revolving Credit and Guaranty Agreement dated as of January 15, 2002.
"ENVIRONMENTAL LIEN" means a Lien in favor of any Governmental
Authority for (a) any liability under Environmental Laws, or (b)
damages arising from, or costs incurred by such Governmental Authority
in response to, a Release or threatened Release of a Contaminant into
the environment.
2
"PP&E COMPONENT" shall mean, at the time of any determination,
an amount equal to the lesser of (i) the sum of (x) 75% of the orderly
liquidation value of certain machinery and equipment owned by the
Borrower and the Guarantors and (y) 50% of the market value of the
Eligible Real Property, in each case as determined by the Initial
Lenders, (ii) $40,000,000, or (iii) 20% of the Borrowing Base,
inclusive of the PP&E Component as determined under clause (i) or
clause (ii) above. For purposes of determining the PP&E Component as of
the effective date of the Borrowing Base Addendum, (i) the orderly
liquidation value of certain machinery and equipment owned by the
Borrower and the Guarantors shall be determined by using the valuations
of such machinery and equipment set forth in the appraisal by DoveBid
Valuation Services, Inc. dated November 13, 2001, and (ii) the market
value of the Borrowing Base Properties shall be determined by using the
valuations of such real property set forth in the letter dated December
26, 2001 and the related appraisals referred to therein prepared by
Binswanger.
(c) Section 1.1 of the Credit Agreement is hereby further amended by
deleting the period at the end of the definition of "Eligible Inventory",
inserting the phrase "; or" in lieu thereof and adding at the end thereof a new
item (m) as follows:
"(m) it is Work-in-Process."
(d) Section 1.1 of the Credit Agreement is hereby further amended by
deleting in its entirety the definition of "Eligible Work-in-Process".
(e) Section 1.1 of the Credit Agreement is hereby further amended by
adding at the end of the definition of "Critical Trade Vendors" the following:
"as modified from time to time in a manner acceptable to the
Administrative Agent and the Initial Lenders."
(f) Section 2.2(d) of the Credit Agreement is hereby amended by
deleting the reference to "2.25%" on the fourth line thereof and replacing such
reference with "2.0%" and by deleting the reference to "4.25%" on the fifth line
thereof and replacing such reference with "4.0%".
(g) Section 2.7(a) of the Credit Agreement is hereby amended by
deleting the reference to "2.25%" at the end thereof and replacing such
reference with "2.0%".
(h) Section 2.7(b) of the Credit Agreement is hereby amended by
deleting the reference to "3.75%" at the end thereof and replacing such
reference with "3.50%".
(i) Section 2.20 of the Credit Agreement is hereby amended by deleting
the reference to "3.75%" on the third line thereof and replacing such reference
with "3.50%".
(j) Section 3.7(a) of the Credit Agreement is hereby amended by
deleting the parenthetical phrase in the sixth and seventh lines thereof and
replacing it with the following parenthetical phrase:
"(as such terms are defined under any applicable Environmental
Laws)"
(k) Section 3 of the Credit Agreement is hereby amended to include the
following new Section 3.14:
3
SECTION 3.14 Real Estate; Leases. Schedule 3.14 sets forth, as
of the Closing Date, a correct and complete list of all Borrowing Base
Properties owned by the Borrower and the Guarantors. The Borrower and
each Guarantor has good and marketable title in fee simple to the
Borrowing Base Properties identified on Schedule 3.14 as owned by the
Borrower or such Guarantor, or valid leasehold interests in all
Borrowing Base Properties designated therein as "leased" by the
Borrower or such Guarantor and each such lease is valid and enforceable
in accordance with its terms and is in full force and effect, and no
default by any party to any such lease exists. The Borrower and each
Guarantor has good, indefeasible, and merchantable title to all of its
respective Borrowing Base Properties, free of all Liens except
Permitted Liens.
(l) Section 3 of the Credit Agreement is hereby amended to include the
following new Section 3.15:
SECTION 3.15 Environmental Laws. Except as otherwise disclosed
on Schedule 3.15:
(a) The Borrower and the Guarantors have complied in all
material respects with all Environmental Laws applicable to the
Borrowing Base Properties and neither the Borrower nor any Guarantor
nor any of their presently owned Borrowing Base Properties or presently
conducted operations, nor, to the best of their knowledge, their prior
operations, is subject to any enforcement order from or liability
agreement with any Governmental Authority or private Person respecting
(i) compliance with any Environmental Law or (ii) any potential
liabilities and costs or remedial action arising from the Release or
threatened Release of a Contaminant.
(b) The Borrower and the Guarantors have obtained or applied
for all permits necessary for their current operations under all
Environmental Laws applicable to the Borrowing Base Properties, and all
such permits (to the extent obtained) are in good standing and the
Borrower and the Guarantors are in compliance with all material terms
and conditions of such permits.
(c) Neither the Borrower nor any of the Guarantors, nor, to
the best of their knowledge, any of their predecessors in interest, has
in violation of any applicable Environmental Laws stored, treated or
disposed of any Hazardous Waste or Hazardous Substance in, on or under
any of the Borrowing Base Properties.
(d) Except to the extent previously disclosed to the
Administrative Agent and the Initial Lenders in writing, neither the
Borrower nor any of the Guarantors has, with respect to the Borrowing
Base Properties, received any summons, complaint, order or similar
written notice indicating that it is not currently in compliance with,
or that any Governmental Authority is investigating its compliance
with, any applicable Environmental Laws or that it is or may be liable
to any other Person as a result of a Release or threatened Release of a
Contaminant.
(e) To the best knowledge of the Borrower and the Guarantors,
none of the Borrowing Base Properties nor any of the present or past
operations of the Borrower and the Guarantors is the subject of any
investigation by any Governmental Authority evaluating whether any
remedial action is needed to respond to a Release or threatened Release
of a Contaminant.
(f) Neither the Borrower nor any of the Guarantors has, with
respect to the Borrowing Base Properties, within the immediately
preceding three (3) years filed any notice under any requirement of
Environmental Law applicable to it reporting a spill or accidental and
unpermitted Release or discharge of a Contaminant.
4
(g) Except to the extent previously disclosed to the
Administrative Agent and the Initial Lenders in writing, neither the
Borrower nor any of the Guarantors has, with respect to the Borrowing
Base Properties, entered into any negotiations or settlement agreements
with any Person (including the prior owner of its property) imposing
material obligations or liabilities on the Borrower or any of the
Guarantors with respect to any remedial action in response to the
Release of a Contaminant or environmentally related claim.
(h) No Environmental Lien has attached to any of the Borrowing
Base Properties.
(m) Section 5.1(b) of the Credit Agreement is hereby amended by
deleting a reference to "December 31, 2001" on the last line thereof and
replacing it with a reference to "January 31, 2002."
(n) Section 5.10 of the Credit Agreement is hereby amended by inserting
the following parenthetical language immediately after the words "Governmental
Authority":
"(including any Environmental Laws)"
(o) Section 5 of the Credit Agreement is hereby amended to include the
following new Section 5.13:
SECTION 5.13 Flood Insurance. In the event that any of the Borrowing
Base Properties is determined to be located within an area that has been
identified by the Director of the Federal Emergency Management Agency as a
Special Flood Hazard Area ("SFHA"), the Borrower shall purchase and maintain
flood insurance on such Borrowing Base Properties and any Inventory or other
PP&E Component located on such Borrowing Base Properties. The amount of said
flood insurance will be reasonably determined by the Administrative Agent, and
shall, at a minimum, comply with applicable federal regulations as required by
the Flood Disaster Protection Act of 1973, as amended.
(p) Section 5 of the Credit Agreement is hereby amended to include the
following new Section 5.14:
SECTION 5.14 Environmental Laws. Without limiting the generality of
Section 5.10, the Borrower and each Guarantor shall conduct its business and
maintain its respective Borrowing Base Properties in compliance, in all material
respects, with all Environmental Laws, including those relating to the
generation, handling, use, storage, and disposal of any Contaminant. The
Borrower and each Guarantor shall, with respect to the Borrowing Base
Properties, take prompt and appropriate action to respond to any non-compliance
with Environmental Laws and shall regularly report to the Administrative Agent
on any such responses.
(q) Section 6.3 of the Credit Agreement is hereby amended by deleting
the reference to "$2,000,000" on the sixth line thereof and replacing such
reference with "$4,000,000".
(r) Section 6.3 of the Credit Agreement is hereby further amended by
deleting the word "and" appearing immediately before the reference to "(viii)"
on the twelfth line from the bottom thereof and replacing it with a comma and
adding at the end thereof the following:
"and (ix) from and after the entry of the Final Order, Indebtedness of
the Borrower in connection with a local development agency bond financing to
finance the Borrower's purchase from Xxxxxxx Foundry LLC and its affiliates of
certain assets located in Chatanooga, Tennessee used to manufacture parts of the
Borrower's "Centrifuse Drums" products, in an amount not to exceed $4,100,000
and otherwise on terms and conditions satisfactory to the Administrative Agent
and the Initial Lenders."
5
(s) Section 6.10 of the Credit Agreement is hereby amended to read in
its entirety as follows:
SECTION 6.10 Investments, Loans and Advances. Purchase, hold or acquire
any capital stock, evidences of Indebtedness or other securities of, make or
permit to exist any loans or advances to, or make or permit to exist any
investment in, any other Person (all of the foregoing, "INVESTMENTS"), except
for (i) Permitted Investments and investments by Foreign Subsidiaries in the
ordinary course of business and consistent with past practice; (ii) Intercompany
Indebtedness owing from the Borrower or a Guarantor to the Borrower or a
Guarantor incurred in the ordinary course of business consistent with past
practice; (iii) existing Intercompany Indebtedness listed on Schedule 6.3 (which
describes all Intercompany Loans from the Borrower and the Guarantors to the
Foreign Subsidiaries as of the date hereof); (iv) Intercompany Loans to Foreign
Subsidiaries in Germany and Mexico in accordance with Section 2.29 and (v)
Intercompany Loans from Foreign Subsidiaries (other than the Mexican Debtor) to
other Foreign Subsidiaries in the ordinary course of business, consistent with
past practices and documented by an executed promissory note evidencing such
Intercompany Loans, provided that no such Intercompany Loan shall be made for
the purpose of prepaying or redeeming, or used to prepay or redeem, any
Indebtedness of such Foreign Subsidiaries. Neither the Borrower nor any
Guarantor may (x) make any additional Investments in its Foreign Subsidiaries
except as permitted hereunder nor (y) transfer any assets or the proceeds of any
Loans to any jurisdiction outside of the United States of America, except for
the collection and disbursement in the ordinary course of business and
consistent with past practice of payments owing to Borlem S.A. Empreendimentos
Industriais or the Mexican Debtor, purchases of Inventory by the Borrower or a
Guarantor from Foreign Subsidiaries in the ordinary course of business and
consistent with past practices or as otherwise expressly permitted hereunder.
All post-petition Intercompany Loans from the Borrower or any Guarantor to any
Foreign Subsidiary shall be made in accordance with Section 2.29 and shall be
secured by liens on assets of such Foreign Subsidiary to the extent set forth in
Section 2.29.
(t) Section 7.1(g) of the Credit Agreement is hereby amended by
deleting the phrase "leases," set forth on the fifth line thereof.
(u) Section 10.6 of the Credit Agreement is hereby amended to include
the following parenthetical language immediately following the word
"liabilities" in the fourth line thereof:
"(including without limitation any loss or liability directly or
indirectly arising out of the use, generation, manufacture, production, storage,
release, threatened release, discharge, disposal or presence of any Hazardous
Waste or Hazardous Substance relating to the operations, business or property of
the Borrower and the Guarantors).
(v) The Credit Agreement is hereby amended to include a new "Schedule
3.14" attached hereto as Exhibit A.
(w) The Credit Agreement is hereby amended to include a new "Schedule
3.15" attached hereto as Exhibit B.
(x) Exhibit C to the Credit Agreement is hereby amended in its entirety
and replaced with a new Exhibit C in the form attached hereto as Exhibit C.
(y) A new Section 10.21 to the Credit Agreement is hereby added at the
end thereof as follows:
"SECTION 10.21 Final Order. The parties acknowledge and agree
that the terms of the Final Order may modify or supplement the
terms of this Agreement
6
and the other Loan Documents. To the extent the terms of the
Final Order entered by the Bankruptcy Court conflict with the
terms of this Agreement or the other Loan Documents, the
parties agree that the terms of the Final Order shall be
controlling."
Section 3. Waiver. Pursuant to the request of the Borrower, the Initial Lenders
hereby waive the provisions of Section 7.1(g) of the Credit Agreement solely as
such provisions apply to the one-time payment by the Borrower to Borlem S.A.
Empreendimentos Industriais ("BORLEM") of an amount not in excess of $4,500,000
in respect of pre-petition claims of Borlem against the Borrower.
Section 4. Representation and Warranties. The Borrower and each of the
Guarantors represents and warrants (which representations and warranties shall
survive the execution and delivery hereof) to the Administrative Agent and
Lenders that:
(a) It has the corporate power and authority to execute, deliver and
perform the terms and provisions of this Amendment and the transactions
contemplated hereby and has taken or caused to be taken all necessary corporate
action to authorize the execution, delivery and performance of this Amendment
and the transactions contemplated hereby;
(b) Other than the Final Order, no consent of any person (including,
without limitation, shareholders or creditors of the Borrower or any Guarantor),
and no action of, or filing with any governmental or public body or authority is
required to authorize, or is otherwise required in connection with the
execution, delivery and performance of this Amendment and the other instruments
and documents contemplated hereby which has not been obtained;
(c) Subject to the entry of the Final Order, each of this Amendment and
any other instruments and documents contemplated hereby has been duly executed
and delivered by a duly authorized officer on behalf of such party, and
constitutes a legal, valid and binding obligation of such party enforceable
against such party in accordance with its terms, subject to bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting the
enforcement of creditors' rights generally and the exercise of judicial
discretion in accordance with general principles of equity;
(d) Subject to the entry of the Final Order, the execution, delivery
and performance of this Amendment, and the other instruments and documents
contemplated hereby will not violate any law, statute or regulation, or any
order or decree of any court or governmental instrumentality, or conflict with,
or result in the breach of, or constitute a default under any contractual
obligation of such party;
(e) After giving effect to this Amendment, there does not exist any
Default or Event of Default; and
(f) After giving effect to this Amendment, the representations and
warranties contained in the Credit Agreement and in the other Loan Documents are
true and correct in all material respects on and as of the Effective Date as if
such representations and warranties had been made on and as of the Effective
Date (except to the extent such representations and warranties expressly relate
to an earlier date in which case such representations and warranties shall be
true and correct in all material aspects as of such earlier date).
Section 5. Conditions to Effectiveness.
(a) This Amendment shall become effective on the date (the "EFFECTIVE
DATE") upon which the following conditions have been satisfied in full or waived
by the Administrative Agent in writing:
7
(i) the Administrative Agent shall have received in form and
substance satisfactory to the Administrative Agent and its counsel, counterparts
of this Amendment executed by the Borrower, the Guarantors, and the Lenders and
such other approvals or documents as the Administrative Agent may reasonably
request;
(ii) all representations and warranties contained in this
Amendment or otherwise made in writing to the Administrative Agent in connection
herewith shall be true and correct in all material respects;
(iii) no Default or Event of Default, shall have occurred and
be continuing;
(iv) the Administrative Agent shall have received such other
instruments, documents, opinions and assurances as the Administrative Agent or
its counsel may reasonably request.
Section 6. Ratification: Waiver of Defenses; and Release.
(a) The Credit Agreement and the other Loan Documents remain in full
force and effect and are hereby ratified and affirmed. The Borrower and each
Guarantor hereby (i) confirms and agrees that the Borrower is truly and justly
indebted to the Administrative Agent and the Lenders in the aggregate amount of
the Obligations without defense, counterclaim or offset of any kind whatsoever;
and (ii) reaffirms and admits the validity and enforceability of the Credit
Agreement and the other Loan Documents and the Liens in the Collateral which
were granted pursuant to the Loan Documents, the Interim Order and otherwise.
(b) This Amendment shall be limited precisely as written and shall not
be deemed (i) to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or a waiver of any Default or
Event of Default under the Credit Agreement, whether or not known to the
Administrative Agent or the Lenders or (ii) to prejudice any other right or
rights which the Administrative Agents or the Lenders may now have or have in
the future under or in connection with the Credit Agreement or any of the
instruments or agreements referred to therein. Except to the extent hereby
waived or modified, the Credit Agreement and each of the other Loan Documents
shall continue in full force and effect in accordance with the provisions
thereof on the date hereof.
Section 7. References. All references to the "Credit Agreement", "thereunder",
"thereof" or words of like import in the Credit Agreement or any other Loan
Document and the other documents and instruments delivered pursuant to or in
connection therewith shall mean and be a reference to the Credit Agreement as
modified hereby and as each may in the future be amended, restated, supplemented
or modified from time to time. This Amendment shall constitute a Loan Document.
Section 8. Counterparts. This Amendment may be executed by the parties hereto
individually or in combination, in one or more counterparts, each of which shall
be an original and all of which, taken together, shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page by
telecopier shall be effective as delivery of a manually executed counterpart.
Section 9. Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.
Section 10. Successors and Assigns. The provisions of this Amendment shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
8
Section 11. Acknowledgement by Guarantors. Each of the Guarantors hereby
acknowledge that it has read this Amendment and consents to the terms hereof and
further confirms and agrees that the Security and Pledge Agreement to which such
Guarantor is a party and all of the Collateral, as the case may be, described
therein do, and shall continue to, secure the payment of all of the Secured
Obligations (in each case, as defined in the Security and Pledge Agreement).
Section 12. Severability. If any provisions of this Amendment shall be held
invalid or unenforceable in whole or in part in any jurisdiction, such provision
shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or enforceability without in any manner affecting the validity or enforceability
of such provision in any other jurisdiction or the remaining provisions of this
Amendment in any jurisdiction.
Section 13. Survival. All representations, warranties, covenants, agreements,
undertakings, waivers and releases of the Borrower and the Guarantors contained
herein shall survive the Termination Date and the indefeasible payment in full
in cash of the Obligations.
Section 14. Miscellaneous. The parties hereto shall, at any time and from time
to time following the execution of this Amendment, execute and deliver all such
further instruments and take all such further instruments and take all such
further action as may be reasonably necessary or appropriate in order to carry
out the provisions of this Amendment.
Section 15. Headings. Section headings in this Amendment are included herein for
convenience of reference only and are not to affect the construction of, or to
be taken into consideration in interpreting, this Amendment.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
9
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and the year first written.
BORROWER:
XXXXX LEMMERZ INTERNATIONAL, INC.
By: _______________________________
Name: ________________________
Title: _______________________
GUARANTORS:
XXXXX LEMMERZ INTERNATIONAL --
CALIFORNIA, INC.
HLI (EUROPE), LTD.
XXXXX LEMMERZ INTERNATIONAL --
MEXICO, INC.
XXXXX LEMMERZ INTERNATIONAL --
OHIO, INC.
XXXXX LEMMERZ INTERNATIONAL --
XXXXXX, INC.
XXXXX LEMMERZ INTERNATIONAL --
GEORGIA, INC.
XXXXX LEMMERZ INTERNATIONAL --
CMI, INC.
XXXXX LEMMERZ INTERNATIONAL --
TEXAS, INC.
XXXXX LEMMERZ INTERNATIONAL --
HUNTINGTON, INC.
XXXXX LEMMERZ INTERNATIONAL --
XXXXX, INC.
XXXXX LEMMERZ INTERNATIONAL --
KENTUCKY, INC.
XXXXX LEMMERZ INTERNATIONAL --
CADILLAC, INC.
HLI -- SUMMERFIELD REALTY CORP.
XXXXX LEMMERZ INTERNATIONAL --
MONTAGUE, INC.
FIRST AMENDMENT
XXXXX LEMMERZ INTERNATIONAL --
BRISTOL, INC.
XXXXX LEMMERZ INTERNATIONAL --
EQUIPMENT & ENGINEERING, INC.
XXXXX LEMMERZ INTERNATIONAL -- PCA,
INC.
XXXXX LEMMERZ INTERNATIONAL --
WABASH, INC.
XXXXX LEMMERZ INTERNATIONAL --
SOUTHFIELD, INC.
HLI -- VENTURES, INC.
XXXXX LEMMERZ INTERNATIONAL --
LAREDO, INC.
XXXXX LEMMERZ INTERNATIONAL --
TRANSPORTATION, INC.
XXXXX LEMMERZ INTERNATIONAL --
TECHNICAL CENTER, INC.
XXXXX LEMMERZ INTERNATIONAL --
PETERSBURG, INC.
HLI REALTY, INC.
HLI NETHERLANDS HOLDINGS, INC.
XXXXX LEMMERZ INTERNATIONAL IMPORT,
INC.
CMI -- QUAKER ALLOY, INC.
By: _______________________________
Name: ________________________
Title: _______________________
FIRST AMENDMENT
ADMINISTRATIVE AGENT:
CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: _______________________________
Name: ________________________
Title: _______________________
LENDERS:
CIBC, INC.
By: _______________________________
Name: ________________________
Title: _______________________
BANK OF AMERICA, N.A.
By: _______________________________
Name: ________________________
Title: _______________________
CITICORP USA, INC.
By: _______________________________
Name: ________________________
Title: _______________________
FIRST AMENDMENT
Exhibits Omitted
