exv10w1



 



     EXHIBIT 10.1


HAYES LEMMERZ INTERNATIONAL, INC.


REGISTRATION AGREEMENT


     October 30, 2003


     Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”),
proposes to file a registration statement with the Securities and Exchange
Commission (the “Commission”) with respect to a proposed offer and sale by AP
Wheels LLC (“Apollo”) and the other selling stockholder(s) set forth on the
signature page hereto (collectively and together with Apollo, the “Selling
Stockholders”) of the number of shares of common stock, par value $0.01 per
share, of the Company set forth opposite each Selling Stockholder’s name on
Schedule A (in the aggregate, the “Shares”). In connection with the foregoing,
the Company hereby agrees with you, as a Selling Stockholder, as follows:


     1. Definitions. As used in this Agreement, the following capitalized
defined terms shall have the following meanings:


     “Act” shall mean the Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder.


     “Agreement” shall mean this letter agreement.


     “Apollo” shall have the meaning set forth in the preamble hereto.


     “Board” shall mean the Board of Directors of the Company.


     “Business Day” shall mean any day other than a Saturday, a Sunday or a
legal holiday or a day on which banking institutions or trust companies are
authorized or obligated by law to close in New York City.


     “Closing” shall mean the closing of the Offering.


     “Commission” shall have the meaning set forth in the preamble hereto.


     “Common Stock” means the common stock, par value $0.01 per share, of the
Company, including shares of such common stock issuable upon the conversion or
exercise of any other security issued by the Company or its subsidiaries.


     “Company” shall have the meaning set forth in the preamble hereto.


     “Completion Date” shall mean the first date on which the Shares covered by
the Registration Statement have been sold to the public.


     “Expiration Date” shall mean February 15, 2004.


 







 


     “Lock-Up Period” shall have the meaning set forth in Section 3 hereof.


     “Offering” shall mean the proposed offer and sale by the Selling
Stockholders of the Shares to the Underwriters and by the Underwriters to the
public.


     “Primary Company Expenses” shall mean the fees and expenses of the
financial advisor retained by a Special Committee of the Board in connection
with the Offering, the registration and filing fees, printing and copying fees
and travel expenses for Company personnel, each incurred in connection with the
Offering.


     “Prospectus” shall mean the prospectus included in the Registration
Statement (including, without limitation, a prospectus that discloses
information previously omitted from a prospectus filed as part of an effective
registration statement in reliance upon Rule 430A under the Act), as amended or
supplemented by any prospectus supplement, and all amendments and supplements
thereto and all material incorporated by reference therein, if any.


     “Registration Statement” shall mean the registration statement of the
Company on Form S-3 under the Act with respect to the Offering, all amendments
and supplements to such registration statement, including post-effective
amendments thereto, in each case including the Prospectus contained therein,
all exhibits thereto and all material incorporated by reference therein.


     “Requisite Expense Portion” shall mean the product of (i) the sum of (A)
the actual costs, fees and expenses of one counsel to the Company and the
Company’s independent certified public accountants, incurred by the Company
directly in connection with the Offering and (B) one-half of all other expenses
incurred by the Company directly in connection with the Offering, other than
the Primary Company Expenses and (ii) the ratio of the number of Shares sold by
the Selling Stockholder in the Offering (or, in the event that the Offering is
not completed, initially proposed to be sold by the Selling Stockholder and set
forth on Schedule A hereto) over the total number of Shares sold in the
Offering, including any shares of Common stock sold by the Company (or, in the
event that the Offering is not completed, initially proposed to be sold by all
of the Selling Stockholders and set forth on Schedule A hereto and by the
Company).


     “Selling Stockholders” shall have the meaning set forth in the preamble
hereto.


     “Shares” shall have the meaning set forth in the preamble hereto;
provided, however, that the number of shares of common stock registered
pursuant to the Registration Statement may vary from the number of Shares set
forth on Schedule A.


     “Underwriters” shall mean the investment banks that shall administer the
Offering, including two joint book-running managers.


     2. Registered Secondary Offering.


     To the extent not prohibited by any applicable law, the Company shall
prepare and, as soon as reasonably practicable following the date that the
registration statement with respect to the exchange offer for the 101/2%
Senior Notes due 2010 of HLI Operating Company,


 







 


Inc., a subsidiary of the Company, is declared effective under the Act by
the Commission, shall file the Registration Statement with the Commission. The
Company shall use its reasonable best efforts to (i) cause the Registration
Statement to be declared effective under the Act as soon as reasonably
practicable after filing and (ii) keep the Registration Statement effective
under the Act, supplemented and amended as required under the Act, until the
earlier of the Completion Date and the Expiration Date; provided, however, that
nothing contained herein shall preclude the Company from withdrawing the
Registration Statement and terminating the Offering without any liability to
the Selling Stockholders, if the Board determines, in its sole discretion, that
such action is in the best interest of the Company; provided, further, however,
that in the event that the Board determines to withdraw the Registration
Settlement and terminate the Offering, it will first notify the Selling
Stockholders to discuss whether the Company should delay, rather than
terminate, the Offering. If the Company and the Selling Stockholders holding a
majority of the Shares agree to delay, rather than terminate, the Offering, all
provisions of this Agreement shall remain in effect during the pendency of such
delay.


     The Underwriters and their allocation of Shares is set forth on Schedule B
hereto. No person may participate in the Offering unless such person (i)
enters into this Agreement (agreeing to participate on the terms set forth
herein) prior to the date that the Registration Statement is filed with the
Commission, (ii) agrees to sell such person’s Shares pursuant to the
underwriting arrangements provided by the Underwriters and approved by the
Company and (iii) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements. The Selling
Stockholders shall have the right, but not the obligation, to participate in
all discussions and negotiations with the Underwriters relating to the
Offering. In the event the Underwriters determine that the aggregate number of
shares of Common Stock that may be sold in the Offering is less than the
aggregate number of Shares the Selling Stockholders propose to sell as set
forth on Schedule A hereto, the number of Shares to be sold by each Selling
Stockholder shall be reduced pro rata in proportion to the respective number of
Shares such Selling Stockholder initially proposes to sell as set forth on
Schedule A hereto.


     3. Holdback Agreements.


    (a) Each Selling Stockholder represents that the number of
shares of Common Stock or other equity securities of the Company or
any securities, options or rights convertible into or exchangeable
or exercisable for such securities owned of record or beneficially
by such Selling Stockholder is set forth on Schedule A hereto.


    (b) Each Selling Stockholder agrees that it will not, directly
or indirectly, sell, offer, contract to sell, transfer the economic
risk of ownership in, make any short sale, pledge or otherwise
dispose of any shares of Common Stock or other equity securities of
the Company or any securities, options or rights convertible into
or exchangeable or exercisable for such securities, except pursuant
to the Registration Statement, during the period beginning on the
date hereof and ending 90 days following the date of the Closing
(the “Lock-Up Period”).


 







 



    (c) The Company agrees not to effect any public sale or
distribution of Common Stock or other equity securities of the
Company or any of its subsidiaries, or any securities, options or
rights convertible into or exchangeable or exercisable for such
securities, on behalf of itself or any stockholder other than the
Selling Stockholders, during the Lock-Up Period; provided, however,
that nothing contained herein shall preclude the Company from (i)
selling shares of Common Stock pursuant to the Registration
Statement, so long as the Underwriters advise the Company and the
Selling Stockholders that such sales will not adversely affect the
number of shares that may be sold in the Offering by the Selling
Stockholders or the price per share that may be obtained by the
Selling Stockholders in the Offering, (ii) granting options or
restricted stock pursuant to employee benefit plans of the Company
or (iii) issuing equity securities in connection with any
acquisition transaction approved by the Board.


    (d) The Company and each Selling Stockholder agrees to enter
into customary lock-up arrangements with the Underwriters for a
period not to exceed the Lock-Up Period. Upon execution of such
lock-up arrangements, the provisions of Section 3(b) and (c) shall
terminate and be of no further force or effect.


    (e) Notwithstanding anything to the contrary herein, in the
event a Selling Stockholder elects to withdraw from participating
in the Offering as contemplated in Section 5 below, the provisions
of Section 3(b) shall not apply to such Selling Stockholder from
the date of such Selling Stockholder’s withdrawal.


     4. Registration Procedures. In connection with the Offering, the Company
shall:


    (a) enter into such agreements, including an underwriting
agreement in form (including representations and warranties to the
Underwriters and the Selling Stockholders and indemnification of
the Underwriters only) that is customary for similar offerings and
satisfactory to the Company, and take all other appropriate actions
in order to expedite or facilitate the registration or the
disposition of the Shares, including, without limitation, using
reasonable best efforts to provide legal opinions and “comfort”
letters in customary form to the Underwriters and Selling
Stockholders;


    (b) furnish to each Selling Stockholder and the Underwriters,
not less than four Business Days prior to the filing thereof with
the Commission, a copy of the Registration Statement, and each
amendment thereof and each amendment or supplement, if any, to the
Prospectus included therein (including, upon request, all documents
incorporated by reference therein after the initial filing) and
shall reflect in each such document, when so filed with the
Commission, such comments as are reasonable and appropriate to be
included in such document;


    (c) Notify the Selling Stockholders and the Underwriters
promptly, and (if requested by any such person) confirm such notice
in writing, (i) when a


 







 



Registration Statement, Prospectus or any post-effective
amendment related to the Shares has been filed and when the same
has become effective, (ii) of any request by the SEC for amendments
or supplements to such Registration or for additional information,
(iii) of the issuance by the SEC of any stop order suspending the
effectiveness of such Registration Statement or the initiation of
any proceedings for that purpose, (iv) if at any time the
representations and warranties of the Company contained in any
agreement (including any underwriting agreement) cease to be true
and correct, (v) of the receipt by the Company of any notification
with respect to the suspension of the qualification or exemption
from qualification of any of the Shares for sale in any
jurisdiction or the initiation or threatening of any proceeding for
such purpose, (vi) of the happening of any event which makes any
statement made in such Registration Statement or Prospectus or any
document incorporated or deemed to be incorporated therein by
reference untrue or which requires the making of any changes in
such Registration Statement or Prospectus so that such documents
will not contain any untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under
which they were made, not misleading, and (vii) of the reasonable
determination of the Company that a post-effective amendment to
such Registration Statement would be appropriate;


    (d) use reasonable best efforts to obtain the withdrawal of
any order suspending the effectiveness of a Registration Statement,
or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Shares for sale in any
jurisdiction, at the earliest possible moment;


    (e) furnish to each Selling Stockholder at least one copy of
the Registration Statement and any post-effective amendment
thereto, including all material incorporated therein by reference,
and, if so requested in writing, all exhibits thereto (including
exhibits incorporated by reference therein);


    (f) use reasonable best efforts to register or qualify the
Shares for offer and sale under the laws of such jurisdictions in
the United States of America as the Selling Stockholders or the
Underwriters shall reasonably request; keep each such registration
or qualification (or exemption therefrom) effective during the
period the Registration statement is required to be kept effective
and do any and all other acts or things necessary or advisable to
enable the offer and sale of the Shares in such jurisdictions;
provided that in no event shall the Company be obligated to qualify
to do business in any jurisdiction or as a dealer in securities
where it is not then so qualified or to take any action that would
subject it to service of process in suits or taxation, other than
suits arising out of the Offering, in any such jurisdiction in
which they are not then so subject;


    (g) use reasonable best efforts to cause the Common Stock,
including all Shares, to be authorized for quotation on the Nasdaq
National Market;


 







 



    (h) cause the Company’s officers, directors and employees, as
relevant, to supply all relevant information reasonably requested
by the Selling Stockholders, the Underwriters and any attorney,
accountant or other agent in connection with the Registration
Statement as is customary for similar due diligence examinations;
provided, however, that any information that is confidential at the
time of delivery of such information shall be kept confidential by
the Selling Stockholders and any attorney, accountant or other
agent of the Selling Stockholders, unless disclosure is ordered by
a court of competent jurisdiction, unless (i) such information is
in the public domain or otherwise publicly available, (ii)
disclosure is ordered by a court of competent jurisdiction, or
(iii) disclosure of such information is otherwise required by law
(including, without limitation, pursuant to the requirements of the
Act); and


    (i) cause the Company’s officers to participate in one or more
“road shows” relating to the Offering, as reasonably requested by
the Underwriters.


     In connection with the Offering, each Selling Stockholder shall furnish to
the Company such information regarding such Selling Stockholder and the
distribution of the Shares as the Company may from time to time reasonably
request for inclusion in the Registration Statement. The Company may exclude
from the Registration Statement the Shares of any Selling Stockholder that
fails to furnish such information prior to the filing of the Registration
Statement.


     5. Registration Expenses.


    (a) Each Selling Stockholder shall bear (i) all fees, costs
and expenses incurred by such Selling Stockholder in connection
with the Offering, including underwriters’ discounts and selling
commissions with respect to such Selling Stockholder’s Shares, (ii)
fees and disbursements of its counsel, (iii) transfer taxes
incurred in connection with the sale of such Selling Stockholder’s
Shares, and (iv) its Requisite Expense Portion. Except as
otherwise provided herein, each Selling Stockholder shall reimburse
the Company for its Requisite Expense Portion on the earliest of
(A) the Closing, (B) five Business Days following the Expiration
Date, (C) five Business Days following the withdrawal of the
Registration Statement as contemplated by Section 2 above and (D)
five Business Days following the date that such Selling Stockholder
elects to withdraw from participating in the Offering. Except for
its Requisite Expense Portion, no Selling Stockholder shall have
any liability for any expenses incurred by the Company in
connection with the Offering.


    (b) Notwithstanding the foregoing, in the event that the
Company withdraws the Registration Statement and terminates the
Offering prior to the earlier of the Completion Date and the
Expiration Date, other than (i) upon request of the Selling
Stockholders holding a majority of the Shares, or (ii) following
the breach of any of the material provisions of this Agreement by
any Selling Stockholder, the Company shall bear all costs, fees and
expenses incurred


 







 



by the Company in connection with the Offering and the Selling
Stockholders shall not be responsible for any of the Requisite
Expense Portion.


    (c) In the event a Selling Stockholder in its sole discretion
withdraws from participating in the Offering by providing written
notice to the Company and the Underwriters, such Selling
Stockholder shall promptly pay its Requisite Expense Portion as
accrued through the date of such Selling Stockholder’s withdrawal
from the Offering; provided, that if Apollo withdraws from
participating in the Offering, the Company shall have the right,
but not the obligation, to withdraw the Registration Statement and
terminate the Offering, with each Selling Stockholder being liable
for its Requisite Expense Portion. Upon such withdrawal, such
Selling Stockholder shall no longer be deemed a Selling Stockholder
for the purposes of this Agreement and shall have no further rights
or obligations as a Selling Stockholder hereunder, except for its
obligation to pay its respective share of the Requisite Expense
Portion pursuant to this Section 5(c). In the event of the
withdrawal of a Selling Stockholder, the Requisite Expense Portion
to be borne by the Selling Stockholders for the period prior to the
date of such withdrawal shall be calculated as of the date of such
withdrawal using the number of Shares proposed to be sold by the
Selling Stockholders prior to such withdrawal. For expenses
incurred subsequent to the date of withdrawal, the Requisite
Expense Portion shall be calculated using the number of Shares sold
or proposed to be sold by the remaining Selling Stockholders.


    (d) The Company shall provide each Selling Stockholder with a
reasonably detailed invoice for such Selling Stockholder’s
Requisite Expense Portion and such other documents as may be
reasonably requested by the Selling Stockholders to document the
Selling Stockholders’ Requisite Expense Portion. The Company also
agrees to update the Selling Stockholders, from time to time as
requested, as to a reasonable estimate of the Requisite Expense
Portion.


     6. Termination. This Agreement and the obligations of the Company
hereunder shall terminate upon the earliest of (i) the Completion Date, (ii)
the Expiration Date, and (iii) the withdrawal of the Registration Statement as
contemplated by Section 2 and Section 5 above, provided that Section 5 above
shall survive any termination of this Agreement and Sections 3 and 7 shall
survive any termination of this Agreement which occurs following the Completion
Date.


     7. Resignation of Apollo Directors. If Apollo sells any Shares in the
Offering, one of the members of the Board that have been designated by Apollo
to serve on the Board (the “Apollo Designees”) shall resign from the Board at
the Closing. Additionally, if immediately following the Offering, Apollo
beneficially owns less than 1,750,000 shares of Common Stock, all of the Apollo
Designees shall resign from the Board at the Closing; provided, that if an
Apollo Designee remains on the Board following the Closing, the Underwriters
subsequently exercise their “greenshoe” option relating to the Offering, if
any, and Apollo ceases to beneficially own at least 1,750,000 shares of Common
Stock after giving effect to the closing of


 







 


such option exercise, the remaining Apollo Designee shall resign from the
Board on the date of such closing.


     8. Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, qualified, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given, except by a written instrument signed by the Company and the
Selling Stockholders holding a majority of the Shares.


     9. Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class
mail, telex, telecopier or air courier guaranteeing overnight delivery:



	 	 	 	 	 	 	 	 	 
	 	 	if to you, to your address as set forth on Schedule A; and
	 
	 	 
	 	 
	 	 	 	 
	 	 	if to the Company, to
	 
	 	 
	 	 
	 	 	 	 
	 
	 	 
	 	Hayes Lemmerz International, Inc.
	 	 	 	 
	 
	 	 
	 	15300 Centennial Drive
	 	 	 	 
	 
	 	 
	 	Northville, Michigan  48167
	 	 	 	 
	 
	 	 
	 	Telecopy Number:  (734) 737-2069
	 	 	 	 
	 
	 	 
	 	Attention:  Patrick C. Cauley, Esq.
	 	 	 	 
	 
	 	 
	 	 
	 	 	 	 
	 	 	with a copy to
	 
	 	 
	 	 
	 	 	 	 
	 
	 	 
	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	 	 	 
	 
	 	 
	 	One Rodney Square
	 	 	 	 
	 
	 	 
	 	P.O. Box 636
	 	 	 	 
	 
	 	 
	 	Wilmington, Delaware  19899
	 	 	 	 
	 
	 	 
	 	Telecopy Number:  (302) 651-3001
	 	 	 	 
	 
	 	 
	 	Attention:  Robert B. Pincus, Esq.
	 	 	 	 





     All such notices and communications shall be deemed to have been duly
given when received.


     10. Successors. This Agreement shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties; provided that
without the written consent of the Company, you may not assign your rights
under this Agreement and any such purported assignment by you shall be void.


     11. Counterparts. This Agreement may be in signed counterparts, each of
which shall constitute an original and all of which together shall constitute
one and the same agreement.


     12. Headings. The headings used herein are for convenience only and shall
not affect the construction hereof.


 







 


     13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed in the State of New York.


     14. Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstances, is held
invalid, illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions hereof shall not be in any way impaired or affected
thereby, it being intended that all of the rights and privileges of the parties
shall be enforceable to the fullest extent permitted by law.


     15. No Inconsistent Agreements. The Company shall not, on or after the
date of this Agreement, enter into any agreement with respect to its securities
which is inconsistent with the rights granted to the Selling Stockholders in
this Agreement or otherwise conflicts with the provisions hereof. The Company
has not entered into any agreement with respect to its securities granting any
registration rights to any holders of Common Stock or other equity securities
other than this Agreement.


[SIGNATURE PAGE FOLLOWS]


 







 


     If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this Agreement and your acceptance shall represent a binding
agreement among the Company and the Selling Stockholders, effective as of the
date first above written.



	 	 	 	 	 	 	 
	 	 	Very truly yours,
	 	 	 	 	 	 	 
	 	 	HAYES
LEMMERZ INTERNATIONAL, INC.
	 	 	 	 	 	 	 
	 	 	
By:
	 	/s/ James A. Yost	 	 
	 	 	 	 	
	 	 
	 	 	 	 	Name: James A. Yost	 	 
	 	 	 	 	Title: Vice President, Finance and
Chief Financial Officer	 	 





Selling Stockholders:


The foregoing Agreement is hereby confirmed and

accepted as of the date first above written.



	 	 	 	 	 
	AP WHEELS LLC
	 
	 	 
	 	 

	By:
	 	Apollo Management V, L.P.
	 	 

	 
	 	Its Manager
	 	 

	 
	 	 
	 	 

	By:
	 	AIF V Management, Inc.
	 	 

	 
	 	Its General Partner
	 	 

	 
	 	 
	 	 

	By:
	 	/s/ Steve Martinez
	 	 

	 
	 	

	 	 

	 
	 	Name:  Steve Martinez
	 	 

	 
	 	Title:  Principal
	 	 

	 
	 	 
	 	 

	[Selling Stockholder]
	 
	 	 
	 	 

	By:
	 	 
	 	 

	 
	 	

	 	 

	 
	 	Name:
	 	 

	 
	 	Title:
	 	 

	[Selling Stockholder]
	 
	By:
	 	 
	 	 

	 
	 	

	 	 

	 
	 	Name:
	 	 

	 
	 	Title:
	 	 







 







 


SCHEDULE A



	 	 	 	 	 	 	 	 	 	 
	 	 	 	Number of shares of	 	 	Number of Shares to	 
	 	 	 	Common Stock	 	 	be Sold in the	 
	Name and Address of Selling Stockholder	 	Beneficially Owned	 	 	Offering	 
	
	 	
	 	 	
	 
	AP Wheels LLC	 	 	 	 	 	 	 	 
	Two Manhattanville Road	 	 	 	 	 	 	 	 
	Purchase, NY 10577	 	 	5,457,066	 	 	 	5,346,983	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	
	 	
	 	 	
	 
	 	Total	 	 	 	 	 	 	 	 
	
	 	
	 	 	
	 






 







 



SCHEDULE B



Lehman Brothers co-lead @35%


Merrill Lynch & Co. co-lead @30%


Citigroup Global Markets Inc. co-manager @15%


UBS Securities co-manager @10%


Lazard Frères & Co. LLC co-manager @10%