exv10w1



 







Exhibit 10.1

FINAL AS APPROVED COPY




Amendment No. 2 to Amended and Restated Credit Agreement




          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 Documentation Agent, and Citigroup Global Markets Inc. and Lehman
Brothers Inc., as Joint Book-Running Lead Managers and Joint Lead Arrangers. Capitalized
terms used herein and not otherwise defined herein shall have the meaning set forth in the Credit
Agreement.




W
i t n e s s e t h:




          Whereas, the Borrower has requested that the Lenders agree to amend certain
provisions of the Credit Agreement;




          Whereas, the Borrower and the Administrative Agent wish to enter into this Amendment
for the purpose of giving effect to such modifications in each case as more particularly set forth
herein;




          Whereas, pursuant to Section 11.1(a) (Amendments, Waivers, Etc.) of the Credit
Agreement, the consent of the Requisite Lenders is required to effect the amendments set forth
herein; provided, that the amendments set forth in (i) Section 1(C) (Amendments to the Credit
Agreement) below require the consent of the Requisite First Lien Lenders and (ii) Section 1(D)
(Amendments to the Credit Agreement) below require the consent of the Requisite Term C Lenders and




          Whereas, the Lenders party to the attached Acknowledgement and Consent of Lenders to
this Amendment (the “Lenders’ Consent”) constituting the Requisite Lenders and, with respect to the
amendments set forth in (i) Section 1(C) (Amendments to the Credit Agreement), the Requisite First
Lien Lenders and (ii) Section 1(D) (Amendments to the Credit Agreement), the Requisite Term C
Lenders, and the Administrative Agent agree, subject to the limitations and conditions set forth
herein, to amend the Credit Agreement as set forth herein;




          Now, Therefore, in consideration of the premises and the covenants and obligations
contained herein the parties hereto agree as follows:




 









 






Amendment No. 2 to Amended and
Restated Credit Agreement




     Section 1. Amendments to the Credit Agreement



          (A) Effective as of the Amendment No. 2 Effective Date (as defined below) and subject to the
satisfaction (or due waiver) of the conditions set forth in Section 2 (Conditions Precedent to the
General Effectiveness of this Amendment) hereof, the Credit Agreement is hereby amended as follows:




          (a) Amendments to Article I (Definitions, Interpretation and Accounting Terms)




               (i) The following definitions are hereby inserted in Section 1.1 (Defined Terms) of the Credit
Agreement in the appropriate place to preserve the alphabetical order of the definitions in such
section (and, if applicable, the following definitions shall replace in their entirety existing
definitions for the corresponding terms in such section):



                    “Amendment No. 2 Effective Date” means March 31, 2006.



                    “Applicable Margin” means:




          (a) with respect to Term B Loans maintained as (i) Base Rate Loans, a rate equal to
2.50% per annum and (ii) Eurocurrency Rate Loans, a rate equal to 3.50% per annum;




          (b) with respect to Term C Loans maintained as (i) Base Rate Loans, a rate equal to
5.00% per annum and (ii) Eurocurrency Rate Loans, a rate equal to 6.00% per annum; and




          (c) with respect to Revolving Loans, a per annum rate equal to the rate set forth
below opposite the applicable Leverage Ratio (determined on the last day of the most recent
Fiscal Quarter for which Financial Statements have been delivered pursuant to Section
6.1(b) or (c)(Financial Statements)) set forth below:



	 	 	 	 	 	 	 	 	 
	 	 	Base Rate 	 	Eurocurrency 
	Leverage Ratio	 	Loans	 	Rate Loans
	Greater than or equal to
3.25 to 1
	 	 	2.75	%	 	 	3.75	%
	Less than 3.25 to 1 and
equal to or greater than
2.75 to 1
	 	 	2.50	%	 	 	3.50	%
	Less than 2.75 to 1 and
equal to or greater than
2.25 to 1
	 	 	2.25	%	 	 	3.25	%
	Less than 2.25 to 1 and
equal to or greater than
1.75 to 1
	 	 	2.00	%	 	 	3.00	%
	Less than 1.75 to 1
	 	 	1.75	%	 	 	2.75	%







Changes in the Applicable Margin resulting from a change in the Leverage Ratio on the last
day of any subsequent Fiscal Quarter shall become effective five Business Days after
delivery by the Borrower to the Administrative Agents of new Financial



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Amendment No. 2 to Amended and
Restated Credit Agreement




Statements pursuant to Section 6.1(b) or (c)(Financial Statements), as applicable.
Notwithstanding anything to the contrary set forth in this Agreement (including the then
effective Leverage Ratio), if the Borrower shall fail to deliver such Financial Statements
within any of the time periods specified in Section 6.1(b) or (c)(Financial Statements),
the Applicable Margin from and including the first day after the date on which such
Financial Statements were required to be delivered pursuant to Section 6.1(b) or
(c)(Financial Statements), as the case may be, to but not including the date the Borrower
delivers to the Administrative Agents such Financial Statements shall conclusively equal
the highest possible Applicable Margin provided for in this definition.




                         “EBITDA” means, with respect to any Person for any period, (a) Consolidated Net Income
of such Person for such period plus (b) the sum of, in each case, to the extent included in
the calculation of such Consolidated Net Income but without duplication, (i) any provision
for income taxes, (ii) Interest Expense, (iii) loss from extraordinary items, (iv)
depreciation, depletion and amortization expenses, (v) all other non-cash charges and
non-cash losses for such period, including the amount of any compensation deduction as the
result of any grant of Stock or Stock Equivalents of such Person to employees, officers,
directors or consultants, but excluding any such non-cash charge or loss to the extent that
it represents an accrual of, or reserve for, cash expenditures in any future period, (vi)
non-recurring cash charges since the Amendment No. 2 Effective Date of up to $30,000,000 in
the aggregate in respect of facility closures and other restructuring activities, (vii) the
following adjustments made pursuant to fresh-start accounting: (A) all such adjustments
made prior to the Closing Date and (B) any expense arising after the Closing Date that is
included in cost of goods sold arising from adjustments to inventory that are made in
connection with fresh-start accounting, (viii) the following items for Hayes Lemmerz
International, Inc. and its consolidated Subsidiaries in respect of the period commencing
on February 1, 2002 and ending on the Closing Date: (A) non-recurring charges and
restructuring charges that in accordance with GAAP are charged against operating income,
(B) all professional fees, financing costs and other costs, expenses and items directly
related to the Cases as reflected in the consolidated statement of operations, including
any administrative expense reflecting such costs, expenses or other items, (C) all charges
to earnings with respect to employee severance and (D) the non-cash effect attributable to
minority interest income or expense, (ix) costs under employee retention programs approved
by the Bankruptcy Court in the Cases, and (x) any aggregate net loss from the sale,
exchange or other disposition of capital assets of such Person or its consolidated
Subsidiaries minus (c) the sum of, in each case, to the extent included in the calculation
of such Consolidated Net Income but without duplication, (i) any credit for income tax,
(ii) interest income, (iii) gains from extraordinary items for such period, (xi) any
aggregate net gain from the sale, exchange or other disposition of capital assets by such
Person or its consolidated Subsidiaries and (v) any other non-cash gains or other items
which have been added in determining Consolidated Net Income, including any reversal of a
charge referred to in clause (b)(v) above by reason of a decrease in the value of any Stock
or Stock Equivalent of such Person, but excluding any such non-cash gain or other item to
the extent that it represents a change of an accrual of, or reserve for, cash expenditures
in any future period.




                         (B) [Intentionally omitted.]



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Amendment No. 2 to Amended and
Restated Credit Agreement



          (C) Effective as of the First Lien Covenant Amendment Effective Date and subject to the
satisfaction (or due waiver) of the conditions set forth in Section 4 (Conditions Precedent to the
First Lien Covenant Amendment) hereof, the Credit Agreement is hereby amended as follows:




          (a) Amendments to Article V (Financial Covenants)




               (i) Section 5.1 (First Lien Financial Covenants) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:



          Section 5.1 First Lien Financial Covenants





                        As long as any Obligation or any Commitment remains outstanding under the Revolving
Credit Facility or the Term B Facility and except to the extent otherwise permitted or
consented in writing by the Requisite First Lien Lenders, the Borrower agrees to each of
the following covenants:




                        (a) Maximum Leverage Ratio. The Borrower shall maintain, on each day of each Fiscal
Quarter set forth below, a Leverage Ratio of not more than the maximum ratio set forth
below opposite such Fiscal Quarter:



	 	 	 
	 	 	Maximum 
	Fiscal Quarter 	 	Leverage 
	Ending On or About	 	Ratio
	January 31, 2006

	 	4.75 to 1
	April 30, 2006

	 	6.50 to 1
	July 31, 2006

	 	6.50 to 1
	October 31, 2006

	 	6.50 to 1
	January 31, 2007

	 	6.50 to 1
	April 30, 2007

	 	6.25 to 1
	July 31, 2007

	 	6.00 to 1
	October 31, 2007

	 	5.65 to 1
	January 31, 2008

	 	5.00 to 1
	April 30, 2008

	 	5.00 to 1
	July 31, 2008

	 	4.75 to 1
	October 31, 2008

	 	4.50 to 1
	January 31, 2009

	 	4.00 to 1
	April 30, 2009

	 	4.00 to 1
	July 31, 2009

	 	4.00 to 1
	October 31, 2009 and thereafter

	 	3.75 to 1







                        (b) Minimum Interest Coverage Ratio. The Borrower shall maintain an Interest Coverage
Ratio, as determined as of the last day of each Fiscal



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Amendment No. 2 to Amended and
Restated Credit Agreement



Quarter set forth below, for the four Fiscal Quarters ending on such day, of at least
the minimum ratio set forth below opposite such Fiscal Quarter:



	 	 	 
	 	 	Minimum 
	 	 	Interest 
	Fiscal Quarter 	 	Coverage 
	Ending On or About	 	Ratio
	January 31, 2006

	 	2.50 to 1
	April 30, 2006

	 	1.80 to 1
	July 31, 2006

	 	1.80 to 1
	October 31, 2006

	 	1.65 to 1
	January 31, 2007

	 	1.65 to 1
	April 30, 2007

	 	1.65 to 1
	July 31, 2007

	 	1.75 to 1
	October 31, 2007

	 	1.85 to 1
	January 31, 2008

	 	2.00 to 1
	April 30, 2008

	 	2.00 to 1
	July 31, 2008

	 	2.20 to 1
	October 31, 2008

	 	2.35 to 1
	January 31, 2009

	 	2.50 to 1
	April 30, 2009

	 	2.50 to 1
	July 31, 2009

	 	2.60 to 1
	October 31, 2009

	 	2.60 to 1
	January 31, 2010

	 	2.75 to 1
	April 30, 2010

	 	2.75 to 1
	July 31, 2010

	 	2.85 to 1







                        (c) Minimum Fixed Charge Coverage Ratio. The Borrower shall maintain a Fixed Charge
Coverage Ratio, as determined as of the last day of each Fiscal Quarter set forth below,
for the four Fiscal Quarters ending on such day, of at least the minimum ratio set forth
below opposite such Fiscal Quarter:



	 	 	 
	 	 	Minimum 
	 	 	Fixed 
	 	 	Charge 
	Fiscal Quarter 	 	Coverage 
	Ending On or About	 	Ratio
	January 31, 2008

	 	1.00 to 1
	April 30, 2008

	 	1.00 to 1
	July 31, 2008

	 	1.00 to 1
	October 31, 2008

	 	1.00 to 1
	January 31, 2009

	 	1.00 to 1







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Amendment No. 2 to Amended and
Restated Credit Agreement




	 	 	 
	 	 	Minimum 
	 	 	Fixed 
	 	 	Charge 
	Fiscal Quarter 	 	Coverage 
	Ending On or About	 	Ratio
	April 30, 2009
	 	1.15 to 1
	July 31, 2009
	 	1.15 to 1
	October 31, 2009
	 	1.25 to 1
	January 31, 2010
	 	1.25 to 1
	April 30, 2010 and thereafter
	 	1.50 to 1







     (d) Capital Expenditures. The Borrower shall not make or incur, or permit to be made
or incurred, Capital Expenditures (excluding Capital Expenditures funded with up to 50% of
the proceeds of a Specified Asset Sale constituting a Reinvestment Event) during each of
the Fiscal Years set forth below to be, in the aggregate, in excess of the maximum amount
set forth below for such Fiscal Year:



	 	 	 
	 	 	Maximum
	Fiscal Year Ending 	 	Capital
	On or About	 	Expenditures
	January 31, 2007
	 	$100,000,000
	January 31, 2008
	 	$100,000,000
	January 31, 2009
	 	$110,000,000
	January 31, 2010
	 	$120,000,000







     provided, that to the extent that actual Capital Expenditures for any such Fiscal Year
shall be less than the maximum amount set forth above for such Fiscal Year (without giving
effect to the carryover permitted by this proviso), 50% of the difference between said
stated maximum amount and such actual Capital Expenditures shall, in addition, be available
for Capital Expenditures in the next succeeding Fiscal Year. Notwithstanding anything in
this Section 5.1(d) to the contrary, (i) Capital Expenditures funded with the Net Cash
Proceeds of a Property Loss Event, to the extent such Net Cash Proceeds are not required to
prepay the loans pursuant to Section 2.10 (Mandatory Prepayments), will not be included in
the calculation of Capital Expenditures for purposes of this Section 5.1(d), and (ii) if
all or a portion of amounts payable in connection with a Permitted Acquisition is
classified as a Capital Expenditure under GAAP, the amount so classified will not be
included in the calculation of Capital Expenditures for purposes of this Section 5.1(d).



          (D) Effective as of the Second Lien Covenant Amendment Effective Date and subject to the
satisfaction (or due waiver) of the conditions set forth in Section 5 (Conditions Precedent to the
Second Lien Covenant Amendment) hereof, the Credit Agreement is hereby amended as follows:




          (a) Amendments to Article V (Financial Covenants)




               (i) Section 5.2 (First Lien Financial Covenants) of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:



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Amendment No. 2 to Amended and
Restated Credit Agreement



          Section 5.2 Second Lien Financial Covenants




          As long as any Obligation or any Commitment remains outstanding under the Term C Facility and
except to the extent otherwise permitted or consented in writing by the Requisite Term C Lenders,
the Borrower agrees to each of the following covenants:





     (a) Maximum Leverage Ratio. The Borrower shall maintain, on each day of each Fiscal
Quarter set forth below, a Leverage Ratio of not more than the maximum ratio set forth
below opposite such Fiscal Quarter:



	 	 	 
	 	 	Maximum
	Fiscal Quarter 	 	Leverage
	Ending On or About	 	Ratio
	January 31, 2006
	 	5.25 to 1
	April 30, 2006
	 	7.00 to 1
	July 31, 2006
	 	7.00 to 1
	October 31, 2006
	 	7.00 to 1
	January 31, 2007
	 	7.00 to 1
	April 30, 2007
	 	6.75 to 1
	July 31, 2007
	 	6.50 to 1
	October 31, 2007
	 	6.15 to 1
	January 31, 2008
	 	5.50 to 1
	April 30, 2008
	 	5.50 to 1
	July 31, 2008
	 	5.25 to 1
	October 31, 2008
	 	5.00 to 1
	January 31, 2009
	 	4.50 to 1
	April 30, 2009
	 	4.50 to 1
	July 31, 2009
	 	4.50 to 1
	October 31, 2009 and thereafter
	 	4.75 to 1







          (b) Minimum Interest Coverage Ratio. The Borrower shall maintain an Interest Coverage
Ratio, as determined as of the last day of each Fiscal Quarter set forth below, for the
four Fiscal Quarters ending on such day, of at least the minimum ratio set forth below
opposite such Fiscal Quarter:



	 	 	 
	 	 	Maximum
	Fiscal Quarter 	 	Leverage
	Ending On or About	 	Ratio
	January 31, 2006
	 	2.20 to 1
	April 30, 2006
	 	1.65 to 1
	July 31, 2006
	 	1.65 to 1
	October 31, 2006
	 	1.50 to 1






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Amendment No. 2 to Amended and
Restated Credit Agreement




	 	 	 
	 	 	Maximum
	Fiscal Quarter 	 	Leverage
	Ending On or About	 	Ratio
	January 31, 2007
	 	1.50 to 1
	April 30, 2007
	 	1.50 to 1
	July 31, 2007
	 	1.60 to 1
	October 31, 2007
	 	1.70 to 1
	January 31, 2008
	 	1.85 to 1
	April 30, 2008
	 	1.85 to 1
	July 31, 2008
	 	2.05 to 1
	October 31, 2008
	 	2.20 to 1
	January 31, 2009
	 	2.35 to 1
	April 30, 2009
	 	2.35 to 1
	July 31, 2009
	 	2.45 to 1
	October 31, 2009
	 	2.45 to 1
	January 31, 2010
	 	2.60 to 1
	April 30, 2010
	 	2.60 to 1
	July 31, 2010
	 	2.70 to 1






     Section 2. Conditions Precedent to the General Effectiveness of this Amendment



          This Amendment shall become effective as of the date first written above when, and only when,
each of the following conditions precedent shall have been satisfied (the “Amendment No. 2
Effective Date”) or duly waived by the Administrative Agent:




          (a) Certain Documents. The Administrative Agent shall have received each of the following,
each dated the Amendment No. 2 Effective Date (unless otherwise agreed by the Administrative
Agent), in form and substance satisfactory to the Administrative Agent:





          (i) this Amendment, duly executed by the Borrowers, Holdings and the Administrative
Agent;




          (ii) the Consent and Agreement, in the form attached hereto as Exhibit A (each, a
“Guarantor Consent”), executed by each of the Guarantors;




          (iii) the Acknowledgment and Consent, in the form attached hereto as Exhibit B (each,
a “Lender Consent”), executed by the Lenders which, when combined, constitute the Requisite
Lenders;




          (iv) a certificate of the Secretary or an Assistant Secretary of each Loan Party
certifying (A) for each Loan Party that each officer of such Loan Party who has been
authorized to execute and deliver the Credit Agreement or, as the case may be, the Guaranty
is authorized to execute this Amendment and each other Loan Document executed in connection
herewith, (B) that there have been no changes (other than as may be attached to such
certificate of the Secretary or Assistant Secretary) to the certificate of incorporation or
by-laws (or, in each case, equivalent Constituent Document) from the certificate of
incorporation or by-laws (or, in each case, equivalent Constituent



- 8 -









 






Amendment No. 2 to Amended and
Restated Credit Agreement




Document) delivered pursuant to the Credit Agreement and (C) that the resolutions of
such Loan Party’s Board of Directors (or equivalent governing body) delivered pursuant to
the Credit Agreement approving and authorizing the execution, delivery and performance of
the Credit Agreement or the other Loan Documents to which it is a party remain in full
force and effect and have not been amended, supplemented or modified in any way and
authorize the execution of this Amendment and the Loan Documents executed in accordance
herewith;




          (v) a certificate of a Responsible Officer to the effect that each of the conditions
set forth in clauses (c), (d) and (e) below has been satisfied; and




          (vi) such additional documentation as the Lenders party to the Lenders’ Consent or the
Administrative Agent may reasonably require;



          (b) Corporate and Other Proceedings. All corporate and other proceedings, and all documents,
instruments and other legal matters in connection with the transactions contemplated by this
Amendment shall be satisfactory in all respects to the Administrative Agent and each Lender;




          (c) Representations and Warranties. Each of the representations and warranties contained in
Article IV (Representations and Warranties) of the Credit Agreement, the other Loan Documents or in
any certificate, document or financial or other statement furnished at any time under or in
connection therewith are true and correct in all material respects on and as of the Amendment No. 2
Effective Date, in each case as if made on and as of such date and except to the extent that such
representations and warranties specifically relate to a specific date, in which case such
representations and warranties shall be true and correct in all material respects as of such
specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed
to refer to the Credit Agreement as amended by this Amendment;




          (d) No Default or Event of Default. After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing, on the Amendment No. 2 Effective Date;




          (e) No Litigation. No litigation shall have been commenced against any Loan Party or any of
its Subsidiaries, on the Amendment No. 2 Effective Date, seeking to restrain or enjoin (whether
temporarily, preliminarily or permanently) the performance of any action by any Loan Party required
or contemplated by this Amendment or the Credit Agreement or any Loan Document, in either case, as
amended hereby;




          (f) Fees and Expenses Paid. The Borrower shall have paid all Obligations due, after giving
effect to this Amendment, on or before the Amendment No. 2 Effective Date including, without
limitation, the fees set forth in Section 8 (Fees and Expenses) hereof and all costs and expenses
of the Administrative Agent in connection with the preparation, reproduction, execution and
delivery of this Amendment and all other Loan Documents entered into in connection herewith
(including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent with respect thereto) and all other costs, expenses and fees due under any
Loan Document.




     Section 3. [Intentionally omitted.]



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Amendment No. 2 to Amended and
Restated Credit Agreement


     Section 4. Conditions Precedent to the First Lien Covenant Amendment



          The amendment set forth in Section 1(C) (Amendment to the Credit Agreement) shall become
effective as of the date when, and only when, each of the following conditions precedent shall have
been satisfied (the “First Lien Covenant Amendment Effective Date”) or duly waived by the
Administrative Agent:




          (a) Amendment No. 2 Effective Date. The Amendment No. 2 Effective Date shall have occurred;




          (b) Certain Documents. The Administrative Agent shall have received an executed Lender
Consent executed by the Lenders which, when combined, constitute the Requisite First Lien Lenders;




          (c) Representations and Warranties. Each of the representations and warranties contained in
Article IV (Representations and Warranties) of the Credit Agreement, the other Loan Documents or in
any certificate, document or financial or other statement furnished at any time under or in
connection therewith are true and correct in all material respects on and as of the date hereof and
the First Lien Covenant Amendment Effective Date, in each case as if made on and as of such date
and except to the extent that such representations and warranties specifically relate to a specific
date, in which case such representations and warranties shall be true and correct in all material
respects as of such specific date; provided, however, that references therein to the “Credit
Agreement” shall be deemed to refer to the Credit Agreement as amended by this Amendment; and




          (d) No Default or Event of Default. After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing, on the First Lien Covenant Amendment
Effective Date.




     Section 5. Conditions Precedent to the Second Lien Covenant Amendment



          The amendment set forth in Section 1(D) (Amendment to the Credit Agreement) shall become
effective as of the date when, and only when, each of the following conditions precedent shall have
been satisfied (the “Second Lien Covenant Amendment Effective Date”) or duly waived by the
Administrative Agent:




          (a) Amendment No. 2 Effective Date. The Amendment No. 2 Effective Date shall have occurred;




          (b) Certain Documents. The Administrative Agent shall have received an executed Lender
Consent executed by the Lenders which, when combined, constitute the Requisite Term C Lenders;




          (c) Representations and Warranties. Each of the representations and warranties contained in
Article IV (Representations and Warranties) of the Credit Agreement, the other Loan Documents or in
any certificate, document or financial or other statement furnished at any time under or in
connection therewith are true and correct in all material respects on and as of the date hereof and
the Second Lien Covenant Amendment Effective Date, in each case as if made on and as of such date
and except to the extent that such representations and warranties specifically relate to a specific
date, in which case such representations and warranties shall be


- 10 -









 






Amendment No. 2 to Amended and
Restated Credit Agreement





true and correct in all material respects as of such specific date; provided, however, that
references therein to the “Credit Agreement” shall be deemed to refer to the Credit Agreement as
amended by this Amendment; and




          (d) No Default or Event of Default. After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing, on the Second Lien Covenant Amendment
Effective Date.




     Section 6. Representations and Warranties



          On and as of the Amendment No. 2 Effective Date, the First Lien Covenant Amendment Effective
Date and the Second Lien Covenant Amendment Effective Date, after giving effect to this Amendment,
the Borrower and Holdings hereby represent and warrant to the Administrative Agent and each Lender
as follows:




          (a) this Amendment and the Guarantor Consents have been duly authorized, executed and
delivered by the Borrower, Holdings and each Guarantor, as applicable, and constitutes a legal,
valid and binding obligation of the Borrower, Holdings and each Guarantor, as applicable,
enforceable against the Borrower, Holdings and each Guarantor, as applicable, in accordance with
their terms and the Credit Agreement as amended by this Amendment, constitutes the legal, valid and
binding obligation of the Borrower and Holdings enforceable against the Borrower and Holdings in
accordance with its terms;




          (b) no Default or Event of Default has occurred and is continuing; and




          (c) no litigation has been commenced against any Loan Party or any of its Subsidiaries seeking
to restrain or enjoin (whether temporarily, preliminarily or permanently) the performance of any
action by any Loan Party required or contemplated by this Amendment, the Credit Agreement or any
Loan Document, in each case as amended hereby (if applicable).




     Section 7. Fees and Expenses



          (a) As consideration for the execution of this Amendment, the Borrower and each other Loan
Party jointly and severally agrees to pay to the Administrative Agent for the account of each
Lender for which the Administrative Agent shall have received (by facsimile or otherwise) an
executed Lender Consent (or a release from escrow of a Lender Consent previously delivered in
escrow) for this Amendment by 3 p.m. (New York Time) on March 31, 2006 (or such later date or time
as the Administrative Agent and the Borrower may agree), an amendment fee equal to 0.25% of the sum
of such Lender’s Revolving Credit Commitments then in effect plus the amount of such Lender’s
outstanding Term Loans.




          (b) The Borrower and each other Loan Party agrees to pay on demand in accordance with the
terms of Section 11.3 (Costs and Expenses) of the Credit Agreement all costs and expenses of the
Administrative Agent in connection with the preparation, reproduction, execution and delivery of
this Amendment and all other Loan Documents entered into in connection herewith (including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent
with respect thereto).




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Amendment No. 2 to Amended and Restated Credit Agreement


     Section 8. Reference to the Effect on the Loan Documents


          (a) Each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,”
“herein,” or words of like import, and each reference in the other Loan Documents to the Credit
Agreement (including, without limitation, by means of words like “thereunder”, “thereof” and words
of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this
Amendment and the Credit Agreement shall be read together and construed as a single instrument.
Each of the table of contents and lists of Exhibits and Schedules of the Credit Agreement shall be
amended to reflect the changes made in this Amendment as of the Amendment No. 2 Effective Date, the
First Lien Covenant Amendment Effective Date and the Second Lien Covenant Amendment Effective Date,
as applicable.



          (b) Each reference in this Amendment to “Administrative Agent” shall mean and be a reference
to the First Lien Agent or the Second Lien Agent as applicable.



          (c) Except as expressly amended hereby, all of the terms and provisions of the Credit
Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed.



          (d) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders, Issuers,
Syndication Agent, Documentation Agent or the Administrative Agent under any of the Loan Documents,
nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any
purpose except as expressly set forth herein.



          (e) This Amendment is a Loan Document.



     Section 9. Execution in Counterparts


          This Amendment may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be
effective as delivery of a manually executed counterpart of this Amendment.



     Section 10. Governing Law



          This Amendment shall be governed by and construed in accordance with the law of the State of
New York.




     Section 11. Section Titles



          The section titles contained in this Amendment are and shall be without substantive meaning or
content of any kind whatsoever and are not a part of the agreement between the parties hereto,
except when used to reference a section. Any reference to the number of a clause, sub-clause or
subsection of any Loan Document immediately followed by a reference in parenthesis to the title of
the section of such Loan Document containing such clause, sub-clause or subsection is a reference
to such clause, sub-clause or subsection and not to the entire
section; provided, however, that, in case of direct conflict between the reference to the
title and the reference to the number of such section, the reference to the title shall govern
absent manifest 


- 12 -










 






Amendment No. 2 to Amended and
Restated Credit Agreement



error. If any reference to the number of a section (but not to any clause,
sub-clause or subsection thereof) of any Loan Document is followed immediately by a reference in
parenthesis to the title of a section of any Loan Document, the title reference shall govern in
case of direct conflict absent manifest error.




     Section 12. Notices



          All communications and notices hereunder shall be given as provided in the Credit Agreement
or, as the case may be, the Guaranty.




     Section 13. Severability



          The fact that any term or provision of this Amendment is held invalid, illegal or
unenforceable as to any person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other situation or
jurisdiction or as applied to any person.




     Section 14. Successors



          The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.




     Section 15. Waiver of Jury Trial



          Each of the parties hereto irrevocably waives trial by jury in any action or proceeding
with respect to this Amendment or any other Loan Document.




[Signature Pages Follow]





- 13 -










 







          In Witness Whereof, the parties hereto have caused this Amendment to be executed by
their respective officers thereunto duly authorized, as of the date first written above.




	 	 	 	 	 
	 	 	HLI Operating Company Inc.,
	 	 	as Borrower
	 
	 	 	 	 
	 

	 	By:	 	/s/ Patrick C. Cauley
	 

	 	 	 	 
	 

	 	 	 	Name:  Patrick C. Cauley
	 

	 	 	 	Title:  Vice President
	 
	 	 	 	 
	 	 	Hayes Lemmerz International, Inc.,
	 	 	as Holdings
	 
	 

	 	By:	 	/s/ Patrick C. Cauley
	 

	 	 	 	 
	 

	 	 	 	Name:  Patrick C. Cauley
	 

	 	 	 	Title:  Vice President






[Signature Page to Amendment No. 2]




 









 





	 	 	 	 	 
	 	 	Citicorp North America, Inc.,
	 	 	as First Lien Agent, Second Lien Agent, Collateral Agent and Lender
	 
	 	 	 	 
	 

	 	By:	 	/s/ Keith Gerding
	 

	 	 	 	 
	 

	 	 	 	Name:  Keith Gerding
	 

	 	 	 	Title:  Vice President






[Signature Page to Amendment No. 2]




 









 





EXHIBIT A




FORM OF CONSENT AND AGREEMENT OF GUARANTORS




          The undersigned hereby consents to Amendment No. 2 to Amended and Restated Credit Agreement,
dated as of the date hereof (“Amendment No. 2”; capitalized terms used herein but not defined
herein are used with the meanings given them in Amendment No. 2), 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., as Administrative Agent on behalf of each Lender executing a Lender Consent.




          The undersigned further agrees that the terms of Amendment No. 2 shall not affect in any way
its obligations and liabilities under the Loan Documents (as amended and otherwise expressly
modified by Amendment No. 2), all of which obligations and liabilities shall remain in full force
and effect and each of which is hereby reaffirmed.




          This Consent and Agreement may be executed in any number of counterparts and by different
parties in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same consent. Signature pages may be
detached from multiple separate counterparts and attached to a single counterpart so that all
signature pages are attached to the same document. Delivery of an executed counterpart by telecopy
shall be effective as delivery of a manually executed counterpart of this Consent and Agreement.
Notices to parties hereto shall be given as provided in Amendment No. 2.




          The terms of this Consent and Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective successors and assigns.




          This Consent and Agreement shall be governed by and construed in accordance with the law of
the State of New York.




[Signature Page Follows]




 









 








          In witness whereof, the undersigned has caused this Consent and Agreement to be duly
executed and delivered as of March 31, 2006.




	 	 	 	 	 
	 	 	GUARANTORS:
	 
	 	 	 	 
	 	 	Hayes Lemmerz International, Inc.
	 	 	HLI Parent Company, Inc.
	 	 	Hayes Lemmerz International—Akron, LLC
	 	 	Hayes Lemmerz International—Bowling Green, Inc
	 	 	Hayes Lemmerz International — Bristol, Inc.
	 	 	Hayes Lemmerz International—California, Inc.
	 	 	Hayes Lemmerz International—Commercial Highway, Inc.
	 	 	Hayes Lemmerz International—Georgia, Inc.
	 	 	Hayes Lemmerz International — Homer, Inc.
	 	 	Hayes Lemmerz International — Howell, Inc.
	 	 	Hayes Lemmerz International—Hub and Drum, LLC
	 	 	Hayes Lemmerz International—Huntington, Inc.
	 	 	Hayes Lemmerz International—Kentucky, Inc.
	 	 	Hayes Lemmerz International — Laredo, Inc.
	 	 	Hayes Lemmerz International — Montague, Inc.
	 	 	Hayes Lemmerz International — PCA, Inc.
	 	 	Hayes Lemmerz International — Petersburg, Inc.
	 	 	Hayes Lemmerz International—Sedalia, Inc.
	 	 	Hayes Lemmerz International — Southfield, Inc.
	 	 	Hayes Lemmerz International — Technical Center, Inc.
	 	 	Hayes Lemmerz International — Texas, Inc.
	 	 	Hayes Lemmerz International—Transportation, Inc.
	 	 	Hayes Lemmerz International—Wabash, Inc.
	 	 	Hayes Lemmerz International Import, Inc.
	 	 	HLI Brakes Holding Company, Inc.
	 	 	HLI Commercial Highway Holding Company, Inc.
	 	 	HLI Powertrain Holding Company, Inc.
	 	 	HLI Realty, Inc.
	 	 	HLI Services Holding Company, Inc.
	 	 	HLI Suspension Holding Company, Inc.
	 	 	HLI Wheels Holding Company, Inc.
	 	 	HLI — Summerfield Realty Corp.
	 
	 	 	 	 
	 

	 	By:	 	/s/ Patrick C. Cauley
	 

	 	 	 	 

	 

	 	 	 	Name: Patrick C. Cauley
	 

	 	 	 	Title: Vice President







[Signature Page to Consent and Agreement Of Guarantors ]



 









 





Acknowledged and Agreed

as of the date first above written:




Citicorp North America, Inc.

as First Lien Agent, Second Lien Agent

and Collateral Agent




	 	 	 	 	 
	By:
	 	/s/ Keith Gerding
	 

	 	 	 	 
	Name:

	 	Keith Gerding 	 	 
	Title:
	 	Vice President 	 	 







[Signature Page to Consent and Agreement Of Guarantors ]



 









 








EXHIBIT B




Form of Consent of Lenders

to

Amendment No. 2 to Amended and Restated Credit Agreement




          Each of the undersigned is a Lender or Issuer party to 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”; capitalized terms not otherwise
defined herein shall have the meaning ascribed to them in the Credit Agreement), among HLI
Operating Company, Inc. as Borrower, Hayes Lemmerz International, Inc. as Holdings,
the Lenders and Issuers party thereto, Citicorp North America, Inc. (“CNAI”), as Agent for
the First Lien Lenders, CNAI, as Agent for the Term C Lenders, CNAI, as Collateral Agent for the
Secured Parties, Lehman Commercial Paper Inc., as Syndication Agent, General Electric
Capital Corporation, as Documentation Agent, and Citigroup Global Markets Inc. and
Lehman Brothers Inc., as Joint Book-Running Lead Managers and Joint Lead Arrangers.




          Each of the undersigned hereby consents, pursuant to and in accordance with Section 11.1
(Amendments, Waivers, Etc.) of the Credit Agreement, to the amendments (other then the amendment
set forth in Section 1(B) (Amendments to the Credit Agreement)) and other terms of Amendment No. 2
to the Credit Agreement, dated as of March 31, 2006 (“Amendment No. 2”) and acknowledges and agrees
to be bound by the terms of Amendment No. 2 and that the terms of Amendment No. 2 shall not affect
its obligations and liabilities as a Lender under the Loan Documents (other than as expressly
described in Amendment No. 2), that all of such obligations and liabilities remain in full force
and effect and are hereby reaffirmed.




          This consent may be executed in any number of counterparts and by different parties in
separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same consent. Signature pages may be detached
from multiple separate counterparts and attached to a single counterpart so that all signature
pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be
effective as delivery of a manually executed counterpart of this consent. Notices to parties
hereto shall be given as provided in Amendment No. 2.




          The terms of this consent shall be binding upon, and shall inure to the benefit of, the
parties hereto and their respective successors and assigns.




          This consent shall be governed by and construed in accordance with the law of the State of New
York.




Dated as of March 31, 2006.




[Signature Pages Follow]




 









 





	 	 	 	 	 
	 	 	Lenders:
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title: