SUPPLEMENTAL INDENTURE AND GUARANTY RELEASE
Exhibit 4-3
This SUPPLEMENTAL INDENTURE AND GUARANTY RELEASE (this “Release”), is made as of
November 9, 2007, by XXXXX LEMMERZ FINANCE LLC—LUXEMBOURG S.C.A. (the “Company”), each of
the guarantors listed on the signature pages hereto (the “Guarantors”), and U.S. BANK
NATIONAL ASSOCIATION, as Trustee (the “Trustee”).
R E C I T A L S
WHEREAS, the Company, the Guarantors and the Trustee, among others, have entered into the
Indenture, dated as of May 30, 2007 (as amended, modified or otherwise supplemented through the
date hereof, the “Indenture”), relating to the Company’s 8-1/4% Senior Notes due 2015 (the
“Notes”);
WHEREAS, pursuant to Section 4.19 of the Indenture and a Guaranty Agreement dated October 25,
2007 (the “Frenos Guaranty”), Xxxxx Lemmerz International – Frenos, S.A. de C.V. (“Frenos”)
is also a guarantor of the obligations of the Company with respect to the Notes;
WHEREAS, on the date hereof HLI Brakes Holding Company, Inc. (“Brakes”) is selling to
a third party, directly or indirectly, 100% of the Capital Stock of each of Frenos and Xxxxx
Lemmerz International – Xxxxx, Inc. (“Xxxxx”), each of which, Frenos and Xxxxx, is a
Guarantor with respect to the Notes and both of which together are hereinafter referred to as the
“Released Guarantors”;
WHEREAS, Section 9.01 of the Indenture provides that the Indenture may be amended or
supplemented without the consent of any Holder of the Notes in order to release Guarantors from
their obligations with respect to the Notes;
WHEREAS, Section 10.05 of the Indenture provides for the release of Guarantors from
their guarantee obligations with respect to the Indenture and the Notes upon a sale of 100% of the
Capital Stock of such Guarantors;
WHEREAS, the net proceeds of a sale of 100% of the Capital Stock of such Guarantors is
subject to all applicable provisions of the Indenture, including Section 4.13; and
WHEREAS, the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel to the effect that the sale of 100% of the Capital Stock of each of the Released Guarantors
was made in accordance with the provisions of the Indenture, including Section 4.13 thereof.
NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable
consideration, the sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Capitalized terms used herein without definition shall have the respective meanings
provided therefor in the Indenture.
2. The Released Guarantors are released from their obligations with respect to the Indenture
and the Notes, including their obligations as Guarantors thereunder and under the Frenos Guaranty.
3. Except as expressly modified hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions, and provisions thereof shall remain in full force and
effect. This Release shall form a part of the Indenture for all purposes, and every Holder shall
be bound hereby and entitled to the benefits hereof.
4. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS RELEASE
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
5. The Trustee assumes no responsibility for the correctness of the recitals in this Release.
[Signature page follows.]
IN WITNESS WHEREOF, this Release has been duly executed by the parties hereto as of the date
first written above.
| XXXXX LEMMERZ FINANCE LLC – LUXEMBOURG S.C.A. By: Xxxxx Lemmerz Finance LLC, Its Managing Shareholder |
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| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| RELEASED GUARANTORS: | ||||
| HLI BRAKES HOLDING COMPANY, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXX LEMMERZ INTERNATIONAL – XXXXX, INC. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| XXXXX LEMMERZ INTERNATIONAL – FRENOS, S.A. de C.V. |
||||
| By: | /s/ Xxxx X. Xxxxxxxx | |||
| Name: | Xxxx X. Xxxxxxxx | |||
| Title: | Vice President | |||
GUARANTORS:
XXXXX LEMMERZ INTERNATIONAL, INC.
HLI PARENT COMPANY, INC.
HLI OPERATING COMPANY, INC.
HLI WHEELS HOLDING COMPANY, INC.
HLI POWERTRAIN HOLDING COMPANY, INC.
HLI COMMERCIAL HIGHWAY HOLDING COMPANY, INC.
HLI SERVICES HOLDING COMPANY, INC.
HLI SUSPENSION HOLDING COMPANY, INC.
XXXXX LEMMERZ INTERNATIONAL — SEDALIA, INC.
XXXXX LEMMERZ INTERNATIONAL — COMMERCIAL HIGHWAY, INC.
XXXXX LEMMERZ INTERNATIONAL — CALIFORNIA, INC.
XXXXX LEMMERZ INTERNATIONAL — GEORGIA, INC.
XXXXX LEMMERZ INTERNATIONAL — XXXXXX, INC.
XXXXX LEMMERZ INTERNATIONAL — HUNTINGTON, INC.
XXXXX LEMMERZ INTERNATIONAL — KENTUCKY, INC.
XXXXX LEMMERZ INTERNATIONAL — LAREDO, INC.
XXXXX LEMMERZ INTERNATIONAL — TECHNICAL CENTER, INC.
XXXXX LEMMERZ INTERNATIONAL — WABASH, INC.
XXXXX LEMMERZ INTERNATIONAL IMPORT, INC.
HLI REALTY, INC.
HLI NETHERLANDS HOLDINGS, INC.
XXXXX LEMMERZ FINANCE LLC
| By: | /s/ Xxxxxxx X. Xxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxx | |||
| Title: | Vice President | |||
| U.S. BANK NATIONAL ASSOCIATION, as Trustee |
||||
| By: | /s/ Xxxxxx X. Xxxxx | |||
| Name: | Xxxxxx X. Xxxxx | |||
| Title: | Vice President | |||
