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                                                                     EXHIBIT 4.3

                           HLI OPERATING COMPANY, INC.

                          10 1/2% Senior Notes due 2010

                          REGISTRATION RIGHTS AGREEMENT

                                                              New York, New York
                                                                    June 3, 2003

Citigroup Global Markets Inc.
Lehman Brothers Inc.
As Representatives of the Initial Purchasers

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013

Dear Sirs:

                  HLI Operating Company, Inc., a corporation organized under the
laws of Delaware (the "Company"), proposes to issue and sell its 10 1/2% Senior
Notes due 2010 (the "Notes") to certain purchasers (the "Initial Purchasers"),
upon the terms set forth in a Purchase Agreement, dated as of May 22, 2003, by
and among the Company, the guarantors signatory thereto and the Initial
Purchasers (the "Purchase Agreement") relating to the initial placement of the
Notes (the "Initial Placement"). The Notes will be unconditionally guaranteed
(the "Guarantees" and, together with the Notes, the "Securities") on an
unsecured senior basis by the Company's direct and indirect parent companies and
by each of the Company's direct and indirect subsidiaries set forth on the
signature page hereto (collectively, the "Guarantors"). To induce the Initial
Purchasers to enter into the Purchase Agreement and to satisfy a condition of
your obligations thereunder, the Company and the Guarantors agree with you for
your benefit and the benefit of the holders from time to time of the Securities
(including the Initial Purchasers) (each a "Holder" and, together, the
"Holders"), as follows:

                  1.       Definitions. Capitalized terms used herein without
definition shall have their respective meanings set forth in the Purchase
Agreement. 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.

                  "Affiliate" of any specified Person shall mean any other
Person that, directly or indirectly, is in control of, is controlled by, or is
under common control with, such specified Person. For purposes of this
definition, control of a Person shall mean the power, direct or indirect, to
direct or cause the direction of the management and policies of such Person
whether

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by contract or otherwise; and the terms "controlling" and "controlled" shall
have meanings correlative to the foregoing.

                  "Broker-Dealer" shall mean any broker or dealer registered as
such under the Exchange Act.

                  "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.

                  "Commission" shall mean the Securities and Exchange
Commission.

                  "Company" shall have the meaning set forth in the preamble
hereto.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated
thereunder.

                  "Exchange Offer Registration Period" shall mean the 180-day
period following the consummation of the Registered Exchange Offer, exclusive of
any period during which any stop order shall be in effect suspending the
effectiveness of the Registration Statement.

                  "Exchange Offer Registration Statement" shall mean a
registration statement of the Company and the Guarantors on an appropriate form
under the Act with respect to the Registered Exchange Offer, 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.

                  "Exchanging Dealer" shall mean any Holder (which may include
any Initial Purchaser) that is a Broker-Dealer and elects to exchange for New
Securities any Securities that it acquired for its own account as a result of
market-making activities or other trading activities (but not directly from the
Company or any Affiliate of the Company).

                  "Final Memorandum" shall have the meaning set forth in the
Purchase Agreement.

                  "Guarantees" shall have the meaning set forth in the preamble
hereto.

                  "Guarantors" shall have the meaning set forth in the preamble
hereto.

                  "Holder" shall have the meaning set forth in the preamble
hereto.

                  "Indenture" shall mean the Indenture relating to the
Securities, dated as of June 3, 2003, among the Company, the Guarantors and U.S.
Bank National Association, as trustee, as the same may be amended from time to
time in accordance with the terms thereof.

                  "Initial Placement" shall have the meaning set forth in the
preamble hereto.

                  "Initial Purchaser" shall have the meaning set forth in the
preamble hereto.

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                  "Losses" shall have the meaning set forth in Section 7(d)
hereof.

                  "Majority Holders" shall mean the Holders of a majority of the
aggregate principal amount of Securities registered under a Registration
Statement.

                  "Managing Underwriters" shall mean the investment bank or
investment banks and manager or managers that shall administer an underwritten
offering.

                  "New Securities" shall mean the 10 1/2% Senior Notes due 2010
to be issued by the Company under the Indenture containing terms identical to,
and evidencing the same indebtedness as, the Securities (except that (i)
interest thereon shall accrue from the last interest payment date on which
interest was paid on the Securities surrendered for exchange or, if no interest
has been paid on such Securities, from the date of their original issue, (ii)
the transfer restrictions thereon shall be eliminated and (iii) certain
provisions relating to Special Interest shall be eliminated), to be offered to
Holders of Securities in exchange for Securities pursuant to the Registered
Exchange Offer.

                  "Notes" shall have the meaning set forth in the preamble
hereto.

                  "Prospectus" shall mean the prospectus included in any
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, with respect to the terms
of the offering of any portion of the Securities or the New Securities covered
by such Registration Statement, and all amendments and supplements thereto and
all material incorporated by reference therein, if any.

                  "Purchase Agreement" shall have the meaning set forth in the
preamble hereto.

                  "Registration Default" shall have the meaning set forth in
Section 4(a) hereof.


                  "Registered Exchange Offer" shall mean the proposed offer of
the Company and the Guarantors to issue and deliver to the Holders of the
Securities that are not prohibited by any law or policy of the Commission from
participating in such offer, in exchange for the Securities, a like aggregate
principal amount of the New Securities.

                  "Registration Statement" shall mean any Exchange Offer
Registration Statement or Shelf Registration Statement that covers any of the
Securities or the New Securities pursuant to the provisions of this Agreement,
any amendments and supplements to such registration statement, including
post-effective amendments (in each case including the Prospectus contained
therein), all exhibits thereto and all material incorporated by reference
therein, if any.

                  "Securities" shall have the meaning set forth in the preamble
hereto.

                  "Shelf Registration" shall mean a registration effected
pursuant to Section 3 hereof.

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                  "Shelf Registration Period" shall have the meaning set forth
in Section 3(b)(ii) hereof.


                  "Shelf Registration Statement" shall mean a "shelf"
registration statement of the Company and the Guarantors pursuant to the
provisions of Section 3 hereof which covers some or all of the Securities or New
Securities, as applicable, on an appropriate form under Rule 415 under the Act,
or any similar rule that may be adopted by the Commission, amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

                  "Special Interest" shall have the meaning set forth in Section
4(a) hereof.

                  "Trustee" shall mean the trustee with respect to the
Securities under the Indenture.

                  "Underwriter" shall mean any underwriter of Securities in
connection with an offering thereof under a Shelf Registration Statement.

                  2.       Registered Exchange Offer.

                           (a)      To the extent not prohibited by any
         applicable law, or interpretations of the Commission's staff, the
         Company and the Guarantors shall prepare and, not later than 60 days
         following the date of the original issuance of the Securities (or if
         such 60th day is not a Business Day, the next succeeding Business Day),
         shall file with the Commission the Exchange Offer Registration
         Statement with respect to the Registered Exchange Offer. The Company
         and the Guarantors shall use their respective best efforts to cause the
         Exchange Offer Registration Statement to be declared effective under
         the Act within 150 days of the date of the original issuance of the
         Securities (or if such 150th day is not a Business Day, the next
         succeeding Business Day).

                           (b)      Upon the effectiveness of the Exchange Offer
         Registration Statement, the Company and the Guarantors shall promptly
         commence the Registered Exchange Offer, it being the objective of such
         Registered Exchange Offer to enable each Holder electing to exchange
         Securities for New Securities (assuming that such Holder is not an
         Affiliate of the Company, acquires the New Securities in the ordinary
         course of such Holder's business, has no arrangements with any Person
         to participate in the distribution of the New Securities and is not
         prohibited by any law or policy of the Commission from participating in
         the Registered Exchange Offer) to trade such New Securities from and
         after their receipt without any limitations or restrictions under the
         Act and without material restrictions under the securities laws of a
         substantial proportion of the several states of the United States.

                           (c)      In connection with the Registered Exchange
         Offer, the Company and the Guarantors shall:

                                    (i)      mail to each Holder a copy of the
                  Prospectus forming part of the Exchange Offer Registration
                  Statement, together with an appropriate letter of transmittal
                  and related documents;

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                                    (ii)     keep the Registered Exchange Offer
                  open for not less than 30 days and not more than 45 days after
                  the date notice thereof is mailed to the Holders (or, in each
                  case, longer if required by applicable law);

                                    (iii)    use their respective best efforts
                  to keep the Exchange Offer Registration Statement continuously
                  effective under the Act, supplemented and amended as required
                  under the Act, to ensure that it is available for sales of New
                  Securities by Exchanging Dealers and other persons, if any,
                  subject to similar prospectus delivery requirements during the
                  Exchange Offer Registration Period;

                                    (iv)     utilize the services of a
                  depositary for the Registered Exchange Offer with an address
                  in the Borough of Manhattan in New York City, which may be the
                  Trustee or an Affiliate of the Trustee;

                                    (v)      permit Holders to withdraw tendered
                  Securities at any time prior to the close of business, New
                  York time, on the last Business Day on which the Registered
                  Exchange Offer is open;

                                    (vi)     prior to effectiveness of the
                  Exchange Offer Registration Statement, if requested by the
                  Commission, provide a supplemental letter to the Commission
                  (A) stating that the Company and the Guarantors are conducting
                  the Registered Exchange Offer in reliance on the position of
                  the Commission in Exxon Capital Holdings Corporation (pub.
                  avail. May 13, 1988) and Morgan Stanley and Co., Inc. (pub.
                  avail. June 5, 1991); and (B) including a representation that
                  the Company and the Guarantors have not entered into any
                  arrangement or understanding with any Person to distribute the
                  New Securities to be received in the Registered Exchange Offer
                  and that the Company and the Guarantors will not issue New
                  Securities to any Holder participating in the Registered
                  Exchange Offer who fails to certify to the Company that such
                  Holder is acquiring the New Securities in the ordinary course
                  of business and has no arrangement or understanding with any
                  Person to participate in the distribution of the New
                  Securities; and

                                    (vii)    comply in all material respects
                  with all laws applicable to the Registered Exchange Offer.

                           (d)      As soon as practicable after the close of
         the Registered Exchange Offer, the Company and the Guarantors shall:

                                    (i)      accept for exchange all Securities
                  duly tendered and not validly withdrawn pursuant to the
                  Registered Exchange Offer;

                                    (ii)     deliver to the Trustee for
                  cancellation in accordance with Section 5(s) all Securities so
                  accepted for exchange; and

                                    (iii)    cause the Trustee promptly to
                  authenticate and deliver to each Holder of Securities a
                  principal amount of New Securities equal to the principal
                  amount of the Securities of such Holder so accepted for
                  exchange.

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                           (e)      Each Holder hereby acknowledges and agrees
         that any Broker-Dealer and any such Holder using the Registered
         Exchange Offer to participate in a distribution of the New Securities,
         if the resales are of New Securities obtained by such Holder in
         exchange for Securities acquired by such Holder directly from the
         Company or one of its Affiliates, (x) could not under Commission policy
         as in effect on the date of this Agreement rely on the position of the
         Commission in Morgan Stanley and Co., Inc. (pub. avail. June 5, 1991)
         and Exxon Capital Holdings Corporation (pub. avail. May 13, 1988), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993 and similar no-action letters; and (y) must comply with
         the registration and prospectus delivery requirements of the Act in
         connection with any secondary resale transaction and such transaction
         must be covered by an effective registration statement containing the
         selling security holder information required by Item 507 or 508, as
         applicable, of Regulation S-K under the Act. Accordingly, as a
         condition to its participation in the Registered Exchange Offer
         pursuant to the terms of this Agreement, each Holder participating in
         the Registered Exchange Offer shall be required to represent in writing
         or by electronic message in accordance with the procedures of the
         depositary to the Company and the Guarantors that, at the time of the
         consummation of the Registered Exchange Offer:

                                    (i)      any New Securities received by such
                  Holder will be acquired in the ordinary course of business;

                                    (ii)     such Holder has and will have no
                  arrangement or understanding with any Person to participate in
                  the distribution of the Securities or the New Securities
                  within the meaning of the Act; and

                                    (iii)    such Holder is not an Affiliate of
                  the Company or any of the Guarantors (or if it is an
                  Affiliate, that it will comply with the registration and
                  prospectus delivery requirements of the Act to the extent
                  applicable).

                           (f)      If any Initial Purchaser determines that it
         is not eligible to participate in the Registered Exchange Offer with
         respect to the exchange of Securities constituting any portion of an
         unsold allotment, at the request of such Initial Purchaser, the Company
         and the Guarantors shall issue and deliver to such Initial Purchaser or
         the Person purchasing New Securities registered under a Shelf
         Registration Statement as contemplated by Section 3 hereof from such
         Initial Purchaser, in exchange for such Securities, a like principal
         amount of New Securities. The Company and the Guarantors shall use
         their respective best efforts to cause the CUSIP Service Bureau to
         issue the same CUSIP number for such New Securities as for New
         Securities issued pursuant to the Registered Exchange Offer.

                  3.       Shelf Registration.

                           (a)      If (i) due to any change in law or
         applicable interpretations thereof by the Commission's staff, the
         Company and the Guarantors determine upon advice of their outside
         counsel that they are not permitted to effect the Registered Exchange
         Offer as contemplated by Section 2 hereof; or (ii) for any other reason
         the Exchange Offer

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         Registration Statement is not declared effective by the Commission
         under the Act within 150 days of the date of the original issuance of
         the Securities or the Registered Exchange Offer is not consummated
         within 180 days of the date of the original issuance of the Securities;
         (iii) any Initial Purchaser so requests with respect to Securities that
         are not eligible to be exchanged for New Securities in the Registered
         Exchange Offer and that are held by it following consummation of the
         Registered Exchange Offer; or (iv) any Holder (other than an Initial
         Purchaser) is not eligible to participate in the Registered Exchange
         Offer or does not receive freely tradable New Securities in the
         Registered Exchange Offer, other than by reason of such Holder being an
         Affiliate of the Company and the Guarantors (it being understood that
         the requirement that a participating Broker-Dealer deliver the
         prospectus contained in the Exchange Offer Registration Statement in
         connection with sales of New Securities shall not result in such New
         Securities being not "freely tradable"), the Company and the Guarantors
         shall effect, at their cost, a Shelf Registration Statement in
         accordance with subsection (b) below.

                           (b)      (i)      The Company and the Guarantors
         shall, as promptly as practicable, file with the Commission and
         thereafter shall use their respective best efforts to cause to be
         declared effective under the Act as promptly as practicable a Shelf
         Registration Statement relating to the offer and sale of the Securities
         or the New Securities, as applicable, by the Holders thereof from time
         to time in accordance with the methods of distribution elected by such
         Holders and set forth in such Shelf Registration Statement; provided,
         however, that no Holder (other than an Initial Purchaser) shall be
         entitled to have the Securities held by it covered by such Shelf
         Registration Statement unless such Holder agrees in writing to be bound
         by all of the provisions of this Agreement applicable to such Holder;
         and provided further, that with respect to New Securities received by
         an Initial Purchaser in exchange for Securities constituting any
         portion of an unsold allotment, the Company and the Guarantors may, if
         permitted by current interpretations by the Commission's staff, file a
         post-effective amendment to the Exchange Offer Registration Statement
         containing the information required by Item 507 or 508 of Regulation
         S-K under the Act, as applicable, in satisfaction of their obligations
         under this subsection with respect thereto, and any such Exchange Offer
         Registration Statement, as so amended, shall be referred to herein as,
         and governed by the provisions herein applicable to, a Shelf
         Registration Statement.

                                    (ii)     The Company and the Guarantors
                  shall use their respective best efforts to keep the Shelf
                  Registration Statement continuously effective, supplemented
                  and amended as required by the Act, in order to permit the
                  Prospectus forming part thereof to be usable by Holders for a
                  period of two years from the date the Shelf Registration
                  Statement is declared effective by the Commission or such
                  shorter period that will terminate when all the Securities or
                  New Securities, as applicable, covered by the Shelf
                  Registration Statement have been sold pursuant to the Shelf
                  Registration Statement or can be sold pursuant to Rule 144
                  under the Act (in any such case, such period being called the
                  "Shelf Registration Period"). The Company and the Guarantors
                  shall be deemed not to have used their respective best efforts
                  to keep the Shelf Registration Statement effective during the
                  requisite period if they voluntarily take any action that
                  would result in Holders of Securities covered thereby not
                  being able to offer and sell

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                  such Securities during that period, unless (A) such action is
                  required by applicable law; or (B) such action is taken by the
                  Company and the Guarantors in good faith and for valid
                  business reasons (not including avoidance of the Company and
                  the Guarantors' obligations hereunder), including the
                  acquisition or divestiture of assets (to the extent permitted
                  by the terms of the Indenture), so long as the Company and the
                  Guarantors promptly thereafter comply with the requirements of
                  Section 5(k) hereof, if applicable.

                                    (iii)    The Company and the Guarantors
                  shall cause the Shelf Registration Statement and the related
                  Prospectus and any amendment or supplement thereto, as of the
                  effective date of the Shelf Registration Statement or such
                  amendment or supplement, (A) to comply in all material
                  respects with the applicable requirements of the Act; and (B)
                  not to contain any untrue statement of a material fact or omit
                  to state a material fact required to be stated therein or
                  necessary in order to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading.

                  4.       Special Interest. If (a) on or prior to the 60th day
following the date of the original issuance of the Securities, neither the
Exchange Offer Registration Statement nor the Shelf Registration Statement has
been filed with the Commission, (b) on or prior to the 150th day following the
date of the original issuance of the Securities, neither the Exchange Offer
Registration Statement nor the Shelf Registration Statement has been declared
effective by the Commission, (c) on or prior to the 180th day following the date
of the original issuance of the Securities, neither the Exchange Offer
Registration Statement has been consummated nor has the Shelf Registration
Statement been declared effective, or (d) after either the Exchange Offer
Registration Statement or the Shelf Registration Statement has been declared
effective, such Registration Statement thereafter ceases to be effective or
usable in connection with resales of Securities or New Securities in accordance
with and during the periods specified in this Agreement (each such event
referred to in clauses (a) through (d), a ("Registration Default"), interest
("Special Interest") will accrue on the principal amount of the affected
Securities and New Securities (in addition to the stated interest on the
Securities and New Securities) from and including the date on which any such
Registration Default shall occur to but excluding the date on which all
Registration Defaults have been cured. Special Interest will accrue at a rate of
0.25% per annum during the 90-day period immediately following the occurrence of
such Registration Default and shall increase by 0.25% per annum at the end of
each subsequent 90-day period, but in no event shall such rate exceed 1.00% per
annum.

                  All obligations of the Company and the Guarantors set forth in
the preceding paragraph that are outstanding with respect to any Security at the
time such Security is exchanged for a New Security shall survive until such time
as all such obligations with respect to such Security have been satisfied in
full.

                  5.       Additional Registration Procedures. In connection
with any Shelf Registration Statement and, to the extent applicable, any
Exchange Offer Registration Statement, the following provisions shall apply.

                           (a)      The Company and the Guarantors shall:

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                                    (i)      furnish to you, not less than five
                  Business Days prior to the filing thereof with the Commission,
                  a copy of any Exchange Offer Registration Statement and any
                  Shelf 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;

                                    (ii)     include the information set forth
                  in Annex A hereto on the facing page of the Exchange Offer
                  Registration Statement, in Annex B hereto in the forepart of
                  the Exchange Offer Registration Statement in a section setting
                  forth details of the Exchange Offer, in Annex C hereto in the
                  underwriting or plan of distribution section of the Prospectus
                  contained in the Exchange Offer Registration Statement, and in
                  Annex D hereto in the letter of transmittal delivered pursuant
                  to the Registered Exchange Offer;

                                    (iii)    if requested by an Initial
                  Purchaser, include the information required by Item 507 or 508
                  of Regulation S-K under the Act, as applicable, in the
                  Prospectus contained in the Exchange Offer Registration
                  Statement; and

                                    (iv)     in the case of a Shelf Registration
                  Statement, include the names of the Holders that propose to
                  sell Securities pursuant to the Shelf Registration Statement
                  as selling security holders.

                           (b)      The Company and the Guarantors shall ensure
         that:

                                    (i)      any Registration Statement and any
                  amendment thereto and any Prospectus forming part thereof and
                  any amendment or supplement thereto complies in all material
                  respects with the Act; and

                                    (ii)     any Registration Statement and any
                  amendment thereto does not, when it becomes effective, contain
                  an untrue statement of a material fact or omit to state a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading.

                           (c)      The Company and the Guarantors shall advise
         you, the Holders of Securities covered by any Shelf Registration
         Statement and any Exchanging Dealer under any Exchange Offer
         Registration Statement that has provided in writing to the Company and
         the Guarantors a telephone or facsimile number and address for notices,
         and, if requested by you or any such Holder or Exchanging Dealer, shall
         confirm such advice in writing (which notice pursuant to clauses (ii)
         through (v) hereof shall be accompanied by an instruction to suspend
         the use of the Prospectus until the Company and the Guarantors shall
         have remedied the basis for such suspension):

                                    (i)      when the Registration Statement and
                  any amendment thereto has been filed with the Commission and
                  when the Registration Statement or any post-effective
                  amendment thereto has become effective;

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                                    (ii)     of any request by the Commission
                  for any amendment or supplement to the Registration Statement
                  or the Prospectus or for additional information;

                                    (iii)    of the issuance by the Commission
                  of any stop order suspending the effectiveness of the
                  Registration Statement or the initiation of any proceedings
                  for that purpose;

                                    (iv)     of the receipt by the Company and
                  the Guarantors of any notification with respect to the
                  suspension of the qualification of the securities included
                  therein for sale in any jurisdiction or the initiation of any
                  proceeding for such purpose; and

                                    (v)      of the happening of any event that
                  requires any change in the Registration Statement or the
                  Prospectus so that, as of such date, the statements therein
                  are not misleading and do not omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein (in the case of the Prospectus, in the
                  light of the circumstances under which they were made) not
                  misleading.

                           (d)      The Company and the Guarantors shall use
         their respective best efforts to obtain the withdrawal of any order
         suspending the effectiveness of any Registration Statement or the
         qualification of the securities therein for sale in any jurisdiction at
         the earliest possible time.

                           (e)      The Company and the Guarantors shall furnish
         to each Holder of Securities covered by any Shelf Registration
         Statement, without charge, at least one copy of such Shelf Registration
         Statement and any post-effective amendment thereto, including all
         material incorporated therein by reference, and, if the Holder so
         requests in writing, all exhibits thereto (including exhibits
         incorporated by reference therein).

                           (f)      The Company and the Guarantors shall, during
         the Shelf Registration Period, deliver to each Holder of Securities
         covered by any Shelf Registration Statement, without charge, as many
         copies of the Prospectus (including each preliminary Prospectus)
         included in such Shelf Registration Statement and any amendment or
         supplement thereto as such Holder may reasonably request. The Company
         and the Guarantors consent to the use of the Prospectus or any
         amendment or supplement thereto by each of the selling Holders of
         securities in connection with the offering and sale of the securities
         covered by the Prospectus, or any amendment or supplement thereto,
         included in the Shelf Registration Statement.

                           (g)      The Company and the Guarantors shall furnish
         to each Exchanging Dealer which so requests, without charge, at least
         one copy of the Exchange Offer Registration Statement and any
         post-effective amendment thereto, including all material incorporated
         by reference therein, and, if the Exchanging Dealer so requests in
         writing, all exhibits thereto (including exhibits incorporated by
         reference therein).

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                           (h)      The Company and the Guarantors shall
         promptly deliver to each Initial Purchaser, each Exchanging Dealer and
         each other Person required to deliver a Prospectus during the Exchange
         Offer Registration Period, without charge, as many copies of the
         Prospectus included in such Exchange Offer Registration Statement and
         any amendment or supplement thereto as any such Person may reasonably
         request. The Company and the Guarantors consent to the use of the
         Prospectus or any amendment or supplement thereto by any Initial
         Purchaser, any Exchanging Dealer and any such other Person that may be
         required to deliver a Prospectus following the Registered Exchange
         Offer in connection with the offering and sale of the New Securities
         covered by the Prospectus, or any amendment or supplement thereto,
         included in the Exchange Offer Registration Statement.

                           (i)      Prior to the Registered Exchange Offer or
         any other offering of Securities or New Securities pursuant to any
         Registration Statement, the Company and the Guarantors shall arrange,
         if necessary, for the qualification of the Securities or the New
         Securities for sale under the laws of such jurisdictions as any Holder
         shall reasonably request and will maintain such qualification in effect
         so long as required; provided that in no event shall the Company or the
         Guarantors be obligated to qualify to do business in any jurisdiction
         or as a dealer in securities where they are not then so qualified or to
         take any action that would subject them to service of process in suits
         or taxation, other than suits arising out of the Initial Placement, the
         Registered Exchange Offer or any offering pursuant to a Shelf
         Registration Statement, in any such jurisdiction where they are not
         then so subject.

                           (j)      The Company and the Guarantors shall
         cooperate with the Holders of Securities to facilitate the timely
         preparation and delivery of certificates representing New Securities or
         Securities to be issued or sold pursuant to any Registration Statement
         free of any restrictive legends and in such denominations and
         registered in such names as Holders may request.

                           (k)      Upon the occurrence of any event
         contemplated by subsections (c)(ii) through (v) above during the period
         of time in which the Company is required to maintain an effective
         Registration Statement, the Company and the Guarantors shall promptly
         prepare a post-effective amendment to the applicable Registration
         Statement or an amendment or supplement to the related Prospectus or
         file any other required document so that, as thereafter delivered to
         initial purchasers of the securities included therein, the Prospectus
         will not include an untrue statement of a material fact or omit to
         state any material fact necessary to make the statements therein, in
         the light of the circumstances under which they were made, not
         misleading. In such circumstances, the period of effectiveness of the
         Exchange Offer Registration Statement provided for in Section 2 and the
         Shelf Registration Statement provided for in Section 3(b) shall each be
         extended by the number of days from and including the date of the
         giving of a notice of suspension pursuant to Section 5(c) to and
         including the date when the Initial Purchasers, the Holders of the
         Securities and any known Exchanging Dealer shall have received such
         amended or supplemented Prospectus pursuant to this Section.

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                           (l)      Not later than the effective date of any
         Registration Statement, the Company and the Guarantors shall provide a
         CUSIP number for the Securities or the New Securities, as the case may
         be, registered under such Registration Statement and provide the
         Trustee with printed certificates for such Securities or New
         Securities, in a form eligible for deposit with The Depository Trust
         Company.

                           (m)      The Company and the Guarantors shall comply
         with all applicable rules and regulations of the Commission and shall
         make generally available to their security holders as soon as
         practicable after the effective date of the applicable Registration
         Statement an earnings statement satisfying the provisions of Section
         11(a) of the Act.

                           (n)      The Company and the Guarantors shall cause
         the Indenture to be qualified under the Trust Indenture Act in a timely
         manner.

                           (o)      The Company and the Guarantors may require
         each Holder of Securities or New Securities to be sold pursuant to any
         Shelf Registration Statement to furnish to the Company and the
         Guarantors such information regarding the Holder and the distribution
         of such Securities or New Securities as the Company and the Guarantors
         may from time to time reasonably require for inclusion in such
         Registration Statement. The Company and the Guarantors may exclude from
         such Shelf Registration Statement the Securities or New Securities of
         any Holder that unreasonably fails to furnish such information within a
         reasonable time after receiving such request.

                           (p)      In the case of any Shelf Registration
         Statement, the Company and the Guarantors shall enter into such
         agreements and take all other appropriate actions (including if
         requested an underwriting agreement in customary form) in order to
         expedite or facilitate the registration or the disposition of the
         Securities or New Securities, and in connection therewith, if an
         underwriting agreement is entered into, cause the same to contain
         indemnification provisions and procedures no less favorable than those
         set forth in Section 7 (or such other provisions and procedures
         acceptable to the Majority Holders and the Managing Underwriters, if
         any) with respect to all parties to be indemnified pursuant to Section
         7.

                           (q)      In the case of any Shelf Registration
         Statement, the Company and the Guarantors shall:

                                    (i)      make reasonably available for
                  inspection by the Holders of Securities or New Securities to
                  be registered thereunder, any underwriter participating in any
                  disposition pursuant to such Registration Statement, and any
                  attorney, accountant or other agent retained by the Holders or
                  any such underwriter all relevant financial and other records,
                  pertinent corporate documents and properties of the Company,
                  the Guarantors and their subsidiaries; provided, however, that
                  the foregoing inspection and information gathering shall be
                  coordinated on behalf of the Initial Purchasers by you and on
                  behalf of the other parties referred to herein by the counsel
                  designated by and on behalf of such other parties as described
                  in Section 6 hereof;

                                       12

<PAGE>

                                    (ii)     cause the Company's or each of the
                  Guarantors' officers, directors and employees, as relevant, to
                  supply all relevant information reasonably requested by the
                  Holders or any underwriter, attorney, accountant or agent in
                  connection with any such Registration Statement as is
                  customary for similar due diligence examinations; provided,
                  however, that any information that is designated in writing by
                  the Company or any Guarantor, in good faith, as confidential
                  at the time of delivery of such information shall be kept
                  confidential by the Holders or any such underwriter, attorney,
                  accountant or agent, unless such disclosure is made in
                  connection with a court proceeding or required by law or,
                  other than as a result of a breach of such confidentiality
                  provision, such information becomes available to the public
                  generally or through a third party without an accompanying
                  obligation of confidentiality;

                                    (iii)    make such representations and
                  warranties to the Holders of Securities or New Securities
                  registered thereunder and the underwriters, if any, in form,
                  substance and scope as are customarily made by issuers to
                  underwriters in primary underwritten offerings and covering
                  matters including, but not limited to, those set forth in the
                  Purchase Agreement;

                                    (iv)     obtain opinions of counsel to the
                  Company and the Guarantors and updates thereof (which counsel
                  and opinions (in form, scope and substance) shall be
                  reasonably satisfactory to the Managing Underwriters, if any)
                  addressed to each selling Holder and the underwriters, if any,
                  covering such matters as are customarily covered in opinions
                  requested in underwritten offerings and such other matters as
                  may be reasonably requested by such Holders and underwriters,
                  if any;

                                    (v)      obtain "cold comfort" letters and
                  updates thereof from the independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Company or of any business acquired by the Company for
                  which financial statements and financial data are, or are
                  required to be, included in the Registration Statement),
                  addressed to each selling Holder of Securities or New
                  Securities registered thereunder and the underwriters, if any,
                  in customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with primary
                  underwritten offerings; and

                                    (vi)     deliver such documents and
                  certificates as may be reasonably requested by the Majority
                  Holders and the Managing Underwriters, if any, including those
                  to evidence compliance with Section 5(k) and with any
                  customary conditions contained in the underwriting agreement
                  or other agreement entered into by the Company and the
                  Guarantors.

The actions set forth in clauses (iii), (iv), (v) and (vi) of this Section shall
be performed at (A) the effectiveness of such Registration Statement and each
post-effective amendment thereto; and (B) each closing under any underwriting or
similar agreement as and to the extent required thereunder. Notwithstanding the
proviso to clause (ii) of this Section, the Holders (and each

                                       13

<PAGE>

employee, representative, or other agent of the Holders) may disclose to any and
all persons, without limitation of any kind, the tax treatment and any facts
that may be relevant to the tax structure of the matters covered by and relating
to this Agreement (including opinions or other tax analysis that are provided to
such party relating to such tax treatment and tax structure); provided, however,
that no Holder (and no employee, representative, or other agent of any Holder)
shall disclose any other information that is not relevant to understanding the
tax treatment and tax structure of the transaction (including the identity of
any party and any information that could lead another to determine the identity
of any party), or any other information to the extent that such disclosure could
result in a violation of any federal or state securities law.

                           (r)      In the case of any Exchange Offer
         Registration Statement, the Company and the Guarantors shall:

                                    (i)      make reasonably available for
                  inspection by such Initial Purchaser, and any attorney,
                  accountant or other agent retained by such Initial Purchaser,
                  all relevant financial and other records, pertinent corporate
                  documents and properties of the Company, the Guarantors and
                  their subsidiaries; provided, however, that the foregoing
                  inspection and information gathering shall be coordinated on
                  behalf of the Initial Purchasers by you and on behalf of the
                  other parties referred to herein by the counsel designated by
                  on and behalf of such other parties as described in Section 6
                  hereof;

                                    (ii)     cause the Company and the
                  Guarantors' officers, directors and employees to supply all
                  relevant information reasonably requested by such Initial
                  Purchaser or any such attorney, accountant or agent in
                  connection with any such Registration Statement as is
                  customary for similar due diligence examinations; provided,
                  however, that any information that is designated in writing by
                  the Company or any Guarantor, in good faith, as confidential
                  at the time of delivery of such information shall be kept
                  confidential by such Initial Purchaser or any such attorney,
                  accountant or agent, unless such disclosure is made in
                  connection with a court proceeding or required by law, or such
                  information becomes available to the public generally or
                  through a third party without an accompanying obligation of
                  confidentiality;

                                    (iii)    make such representations and
                  warranties to such Initial Purchaser, in form, substance and
                  scope as are customarily made by issuers to underwriters in
                  primary underwritten offerings and covering matters including,
                  but not limited to, those set forth in the Purchase Agreement;

                                    (iv)     obtain opinions of counsel to the
                  Company or any Guarantor and updates thereof (which counsel
                  and opinions (in form, scope and substance) shall be
                  reasonably satisfactory to such Initial Purchaser and its
                  counsel), if requested, addressed to such Initial Purchaser,
                  covering such matters as are customarily covered in opinions
                  requested in underwritten offerings and such other matters as
                  may be reasonably requested by such Initial Purchaser or its
                  counsel, if any;

                                       14

<PAGE>

                                    (v)      obtain "cold comfort" letters and
                  updates thereof from the independent certified public
                  accountants of the Company (and, if necessary, any other
                  independent certified public accountants of any subsidiary of
                  the Company or of any business acquired by the Company for
                  which financial statements and financial data are, or are
                  required to be, included in the Registration Statement), if
                  requested, addressed to such Initial Purchaser, in customary
                  form and covering matters of the type customarily covered in
                  "cold comfort" letters in connection with primary underwritten
                  offerings, or if requested by such Initial Purchaser or its
                  counsel in lieu of a "cold comfort" letter, an agreed-upon
                  procedures letter under Statement on Auditing Standards No.
                  35, covering matters requested by such Initial Purchaser or
                  its counsel; and

                                    (vi)     deliver such documents and
                  certificates as may be reasonably requested by such Initial
                  Purchaser or its counsel, including those to evidence
                  compliance with Section 5(k) and with conditions customarily
                  contained in underwriting agreements.

The foregoing actions set forth in clauses (iii), (iv), (v), and (vi) of this
Section shall be performed at the close of the Registered Exchange Offer and the
effective date of any post-effective amendment to the Exchange Offer
Registration Statement. Notwithstanding the proviso to clause (ii) of this
Section, the Holders (and each employee, representative, or other agent of the
Holders) may disclose to any and all persons, without limitation of any kind,
the tax treatment and any facts that may be relevant to the tax structure of the
matters covered by and relating to this Agreement (including opinions or other
tax analysis that are provided to such party relating to such tax treatment and
tax structure); provided, however, that no Holder (and no employee,
representative, or other agent of any Holder) shall disclose any other
information that is not relevant to understanding the tax treatment and tax
structure of the transaction (including the identity of any party and any
information that could lead another to determine the identity of any party), or
any other information to the extent that such disclosure could result in a
violation of any federal or state securities law.

                           (s)      If a Registered Exchange Offer is to be
         consummated, upon delivery of the Securities by Holders to the Company
         (or to such other Person as directed by the Company) in exchange for
         the New Securities, the Company shall mark, or caused to be marked, on
         the Securities so exchanged that such Securities are being canceled in
         exchange for the New Securities. In no event shall the Securities be
         marked as paid or otherwise satisfied.

                           (t)      The Company and the Guarantors will use
         their respective commercially reasonable best efforts (i) if the
         Securities have been rated prior to the initial sale of such
         Securities, to confirm such ratings will apply to the Securities or the
         New Securities, as the case may be, covered by a Registration
         Statement; or (ii) if the Securities were not previously rated, to
         cause the Securities or the New Securities covered by a Registration
         Statement to be rated with at least one nationally recognized
         statistical rating agency, if so requested by Majority Holders with
         respect to the related Registration Statement or by any Managing
         Underwriters.

                                       15

<PAGE>

                           (u)      In the event that any Broker-Dealer shall
         underwrite any Securities or participate as a member of an underwriting
         syndicate or selling group or "assist in the distribution" (within the
         meaning of the Rules of Fair Practice and the By-Laws of the National
         Association of Securities Dealers, Inc.) thereof, whether as a Holder
         of such Securities or as an underwriter, a placement or sales agent or
         a broker or dealer in respect thereof, or otherwise, the Company and
         the Guarantors shall assist such Broker-Dealer in complying with the
         requirements of such Rules and By-Laws, including, without limitation,
         by:

                                    (i)      if such Rules or By-Laws shall so
                  require, engaging a "qualified independent underwriter" (as
                  defined in such Rules) to participate in the preparation of
                  the Registration Statement, to exercise usual standards of due
                  diligence with respect thereto and, if any portion of the
                  offering contemplated by such Registration Statement is an
                  underwritten offering or is made through a placement or sales
                  agent, to recommend the yield of such Securities;

                                    (ii)     indemnifying any such qualified
                  independent underwriter to substantially the same extent as
                  the indemnification of underwriters provided in Section 7
                  hereof; and

                                    (iii)    providing such information to such
                  Broker-Dealer as may be required in order for such
                  Broker-Dealer to comply with the requirements of such Rules.

                           (v)      The Company and the Guarantors shall use
         their respective commercially reasonable best efforts to take all other
         steps necessary to effect the registration of the Securities or the New
         Securities, as the case may be, covered by a Registration Statement.

                  6.       Registration Expenses. The Company shall bear all
expenses incurred in connection with the performance of its and the Guarantors
obligations under Sections 2, 3 and 5 hereof and, in the event of any Shelf
Registration Statement, will reimburse the Holders for the reasonable fees and
disbursements of one firm or counsel designated by the Majority Holders to act
as counsel for the Holders in connection therewith, and, in the case of any
Exchange Offer Registration Statement, will reimburse the Initial Purchasers for
the reasonable fees and disbursements of counsel acting in connection therewith.

                  7.       Indemnification and Contribution.

                           (a)      The Company and the Guarantors, jointly and
         severally, agree to indemnify and hold harmless each Holder of
         Securities or New Securities, as the case may be, covered by any
         Registration Statement (including each Initial Purchaser and, with
         respect to any Prospectus delivery as contemplated in Section 5(h)
         hereof, each Exchanging Dealer), the directors, officers, employees and
         agents of each such Holder and each Person who controls any such Holder
         within the meaning of either the Act or the Exchange Act against any
         and all losses, claims, damages or liabilities, joint or several, to
         which they or any of them may become subject under the Act, the
         Exchange

                                       16

<PAGE>

         Act or other Federal or state statutory law or regulation, at common
         law or otherwise, insofar as such losses, claims, damages or
         liabilities (or actions in respect thereof) arise out of or are based
         upon any untrue statement or alleged untrue statement of a material
         fact contained in the Registration Statement as originally filed or in
         any amendment thereof, or in any preliminary Prospectus or the
         Prospectus, or in any amendment thereof or supplement thereto, or arise
         out of or are based upon the omission or alleged omission to state
         therein a material fact required to be stated therein or necessary to
         make the statements therein not misleading, and agrees to reimburse
         each such indemnified party, as incurred, for any legal or other
         expenses reasonably incurred by them in connection with investigating
         or defending any such loss, claim, damage, liability or action;
         provided, however, that the Company and the Guarantors will not be
         liable in any case to the extent that any such loss, claim, damage or
         liability arises out of or is based upon any such untrue statement or
         alleged untrue statement or omission or alleged omission made therein
         in reliance upon and in conformity with written information furnished
         to the Company and the Guarantors by or on behalf of any such Holder
         specifically for inclusion therein. This indemnity agreement will be in
         addition to any liability which the Company and the Guarantors may
         otherwise have.

                  The Company and the Guarantors also, jointly and severally,
         agree to indemnify or contribute as provided in Section 7(d) to Losses
         of any underwriter of any Securities or New Securities, as the case may
         be, registered under a Shelf Registration Statement, their directors,
         officers, employees or agents and each Person who controls such
         underwriter (within the meaning of the Act or the Exchange Act) on
         substantially the same basis as that of the indemnification of the
         Initial Purchasers and the selling Holders provided in this Section
         7(a) and shall, if requested by any Holder, enter into an underwriting
         agreement reflecting such agreement, as provided in Section 5(p)
         hereof.

                           (b)      Each Holder of securities covered by a
         Registration Statement (including each Initial Purchaser and, with
         respect to any Prospectus delivery as contemplated in Section 5(h)
         hereof, each Exchanging Dealer) severally agrees to indemnify and hold
         harmless the Company and the Guarantors, each of their directors, each
         of their officers who sign such Registration Statement and each Person
         who controls the Company or any of the Guarantors within the meaning of
         either the Act or the Exchange Act, to the same extent as the foregoing
         indemnity from the Company and the Guarantors to each such Holder, but
         only with reference to written information relating to such Holder
         furnished to the Company or the Guarantors by or on behalf of such
         Holder specifically for inclusion in the documents referred to in the
         foregoing indemnity. This indemnity agreement will be in addition to
         any liability which any such Holder may otherwise have.

                           (c)      Promptly after receipt by an indemnified
         party under this Section 7 of notice of the commencement of any action,
         such indemnified party will, if a claim in respect thereof is to be
         made against the indemnifying party under this Section, notify the
         indemnifying party in writing of the commencement thereof; but the
         failure so to notify the indemnifying party (i) will not relieve it
         from liability under paragraph (a) or (b) above unless and to the
         extent it did not otherwise learn of such action and such failure
         results in the forfeiture by the indemnifying party of substantial
         rights and defenses; and

                                       17

<PAGE>

         (ii) will not, in any event, relieve the indemnifying party from any
         obligations to any indemnified party other than the indemnification
         obligation provided in paragraph (a) or (b) above. The indemnifying
         party shall be entitled to appoint counsel of the indemnifying party's
         choice at the indemnifying party's expense to represent the indemnified
         party in any action for which indemnification is sought (in which case
         the indemnifying party shall not thereafter be responsible for the fees
         and expenses of any separate counsel retained by the indemnified party
         or parties except as set forth below); provided, however, that such
         counsel shall be reasonably satisfactory to the indemnified party.
         Notwithstanding the indemnifying party's election to appoint counsel to
         represent the indemnified party in an action, the indemnified party
         shall have the right to employ separate counsel (including local
         counsel), and the indemnifying party shall bear the reasonable fees,
         costs and expenses of such separate counsel if (i) the use of counsel
         chosen by the indemnifying party to represent the indemnified party
         would present such counsel with a conflict of interest; (ii) the actual
         or potential defendants in, or targets of, any such action include both
         the indemnified party and the indemnifying party and the indemnified
         party shall have reasonably concluded that there may be legal defenses
         available to it and/or other indemnified parties which are different
         from or additional to those available to the indemnifying party; (iii)
         the indemnifying party shall not have employed counsel satisfactory to
         the indemnified party to represent the indemnified party within a
         reasonable time after notice of the institution of such action; or (iv)
         the indemnifying party shall authorize the indemnified party to employ
         separate counsel at the expense of the indemnifying party. An
         indemnifying party will not, without the prior written consent of the
         indemnified parties, settle or compromise or consent to the entry of
         any judgment with respect to any pending or threatened claim, action,
         suit or proceeding in respect of which indemnification or contribution
         may be sought hereunder (whether or not the indemnified parties are
         actual or potential parties to such claim or action) unless such
         settlement, compromise or consent includes an unconditional release of
         each indemnified party from all liability arising out of such claim,
         action, suit or proceeding.

                           (d)      In the event that the indemnity provided in
         paragraph (a) or (b) of this Section is unavailable to or insufficient
         to hold harmless an indemnified party for any reason, then each
         applicable indemnifying party shall have a joint and several obligation
         to contribute to the amount paid or payable by such indemnified party
         as a result of the aggregate losses, claims, damages and liabilities
         (including legal or other expenses reasonably incurred in connection
         with investigating or defending same) (collectively "Losses") to which
         such indemnified party may be subject in such proportion as is
         appropriate to reflect the relative benefits received by such
         indemnifying party, on the one hand, and such indemnified party, on the
         other hand, from the Initial Placement and the Registration Statement
         which resulted in such Losses; provided, however, that in no case shall
         any Initial Purchaser of any Security or New Security be responsible,
         in the aggregate, for any amount in excess of the purchase discount or
         commission applicable to such Security, or in the case of a New
         Security, applicable to the Security that was exchangeable into such
         New Security, as contemplated in the Final Memorandum, nor shall any
         underwriter be responsible for any amount in excess of the underwriting
         discount or commission applicable to the Securities or New Securities
         purchased by such underwriter under the Registration Statement which
         resulted in such Losses, nor shall any Holder (other than the Initial
         Purchasers) be responsible for any amount by which the net

                                       18

<PAGE>

         proceeds received from the sale of such Security by such Holder exceeds
         the amount of damages for which such Holder has otherwise been required
         to pay by reason of such untrue or alleged untrue statement or omission
         or alleged omission. If the allocation provided by the immediately
         preceding sentence is unavailable for any reason, the indemnifying
         party and the indemnified party shall contribute in such proportion as
         is appropriate to reflect not only such relative benefits but also the
         relative fault of such indemnifying party, on the one hand, and such
         indemnified party, on the other hand, in connection with the statements
         or omissions which resulted in such Losses as well as any other
         relevant equitable considerations. Benefits received by the Company and
         the Guarantors shall be deemed to be equal to the sum of (x) the total
         net proceeds from the Initial Placement (before deducting expenses) as
         set forth on the cover page of the Final Memorandum and (y) the total
         amount of Special Interest which the Company was not required to pay as
         a result of registering the securities covered by the Registration
         Statement which resulted in such Losses. Benefits received by the
         Initial Purchasers shall be deemed to be equal to the total purchase
         discounts and commissions as reflected in the Purchase Agreement, and
         benefits received by any other Holders shall be deemed to be equal to
         the proceeds received from the sale of the Securities or New
         Securities, as applicable. Benefits received by any underwriter shall
         be deemed to be equal to the total underwriting discounts and
         commissions, as set forth in the Prospectus forming a part of the
         Registration Statement which resulted in such Losses. Relative fault
         shall be determined by reference to, among other things, whether any
         alleged untrue statement or omission relates to information provided by
         the indemnifying party, on the one hand, or by the indemnified party,
         on the other hand, the intent of the parties and their relative
         knowledge, access to information and opportunity to correct or prevent
         such untrue statement or omission. The parties agree that it would not
         be just and equitable if contribution were determined by pro rata
         allocation (even if the Holders were treated as one entity for such
         purpose) or any other method of allocation which does not take account
         of the equitable considerations referred to above. Notwithstanding the
         provisions of this paragraph (d), no Person guilty of fraudulent
         misrepresentation (within the meaning of Section 11(f) of the Act)
         shall be entitled to contribution from any Person who was not guilty of
         such fraudulent misrepresentation. For purposes of this Section, each
         Person who controls a Holder within the meaning of either the Act or
         the Exchange Act and each director, officer, employee and agent of such
         Holder shall have the same rights to contribution as such Holder, and
         each Person who controls the Company or any of the Guarantors within
         the meaning of either the Act or the Exchange Act, each officer of the
         Company or any of the Guarantors who shall have signed the Registration
         Statement and each director of the Company or any of the Guarantors
         shall have the same rights to contribution as the Company, subject in
         each case to the applicable terms and conditions of this paragraph (d).

                           (e)      The provisions of this Section will remain
         in full force and effect, regardless of any investigation made by or on
         behalf of any Holder or the Company and the Guarantors or any of the
         officers, directors or controlling Persons referred to in this Section
         hereof, and will survive the sale by a Holder of securities covered by
         a Registration Statement.

                  8.       Underwritten Registrations.

                                       19

<PAGE>

                           (a)      If any of the Securities or New Securities,
         as the case may be, covered by any Shelf Registration Statement are to
         be sold in an underwritten offering, the Managing Underwriters shall be
         selected by the Majority Holders and shall be reasonably acceptable to
         the Company.

                           (b)      No Person may participate in any
         underwritten offering pursuant to any Shelf Registration Statement,
         unless such Person (i) agrees to sell such Person's Securities or New
         Securities, as the case may be, on the basis reasonably provided in any
         underwriting arrangements approved by the Persons entitled hereunder to
         approve such arrangements; and (ii) completes and executes all
         questionnaires, powers of attorney, indemnities, underwriting
         agreements and other documents reasonably required under the terms of
         such underwriting arrangements.

                  9.       No Inconsistent Agreements. The Company and the
Guarantors have not, as of the date hereof, entered into, nor shall they, on or
after the date hereof, enter into, any agreement with respect to its securities
that is inconsistent with the rights granted to the Holders herein or otherwise
conflicts with the provisions hereof.

                  10.      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, unless the Company has obtained the
written consent of the Majority Holders (or, after the consummation of any
Registered Exchange Offer in accordance with Section 2 hereof, of New
Securities); provided that, with respect to any matter that directly or
indirectly affects the rights of any Initial Purchaser hereunder, the Company
shall obtain the written consent of each such Initial Purchaser against which
such amendment, qualification, supplement, waiver or consent is to be effective.
Notwithstanding the foregoing (except for the foregoing proviso), a waiver or
consent to departure from the provisions hereof with respect to a matter that
relates exclusively to the rights of Holders whose Securities or New Securities,
as the case may be, are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders may be given
by the Holders representing a majority of the aggregate principal amount of the
Securities or the New Securities, as the case may be, being sold rather than
registered under such Registration Statement, voting together as a single class.

                  11.      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:

                           (a)      if to a Holder, at the most current address
         given by such holder to the Company in accordance with the provisions
         of this Section, which address initially is, with respect to each
         Holder, the address of such Holder maintained by the Registrar under
         the Indenture, with a copy in like manner to Citigroup Global Markets
         Inc.;

                           (b)      if to you, initially at the respective
         addresses set forth in the Purchase Agreement; and

                                       20

<PAGE>

                           (c)      if to the Company or the Guarantors,
         initially at its respective address set forth in the Purchase
         Agreement.

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

                  The Initial Purchasers, the Company or the Guarantors by
notice to the other parties may designate additional or different addresses for
subsequent notices or communications.

                  12.      Successors. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including, without the need for an express assignment or any consent by the
Company thereto, subsequent Holders of Securities and the New Securities. The
Company hereby agrees to extend the benefits of this Agreement to any Holder of
Securities and the New Securities, and any such Holder may specifically enforce
the provisions of this Agreement as if an original party hereto.

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

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

                  15.      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.

                  16.      Severability. In the event that any one of 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.

                  17.      Securities Held by the Company, etc. Whenever the
consent or approval of Holders of a specified percentage of principal amount of
Securities or New Securities is required hereunder, Securities or New
Securities, as applicable, held by the Company or its Affiliates (other than
subsequent Holders of Securities or New Securities if such subsequent Holders
are deemed to be Affiliates solely by reason of their holdings of such
Securities or New Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.

                                       21

<PAGE>
                  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, the Guarantors and the several Initial Purchasers.

                                        Very truly yours,

                                        HLI OPERATING COMPANY, INC.

                                        By: ____________________________________
                                            Name:  James A. Yost
                                            Title: Chief Financial Officer

                                        HLI HOLDING COMPANY, INC., TO BE
                                        RENAMED HAYES LEMMERZ
                                        INTERNATIONAL, INC.

                                        By: ____________________________________
                                            Name:  James A. Yost
                                            Title: Vice President, Finance and
                                            Chief Financial Officer

                                        HLI PARENT COMPANY, INC.

                                        By: ____________________________________
                                            Name:  James A. Yost
                                            Title: Vice President, Finance

                                        HLI WHEELS HOLDING COMPANY, INC.

                                        By: ____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                       32

<PAGE>

                                        HLI POWERTRAIN HOLDING COMPANY, INC.

                                        By: ____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HLI COMMERCIAL HIGHWAY HOLDING
                                        COMPANY, INC.

                                        By: ____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HLI BRAKES HOLDING COMPANY, INC.

                                        By: ____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HLI SERVICES HOLDING COMPANY, INC.

                                        By: ____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--LA
                                        MIRADA, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

<PAGE>

                                        HAYES LEMMERZ INTERNATIONAL--SEDALIA,
                                        INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--BOWLING
                                        GREEN, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        COMMERCIAL HIGHWAY, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        CALIFORNIA, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

<PAGE>

                                        HAYES LEMMERZ INTERNATIONAL--
                                        GEORGIA, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        HOMER, INC

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        HOWELL, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        HUNTINGTON, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

<PAGE>

                                        HAYES LEMMERZ INTERNATIONAL--
                                        KENTUCKY, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        MEXICO, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        OHIO, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        TEXAS, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

<PAGE>

                                        HAYES LEMMERZ INTERNATIONAL--
                                        CMI, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        BRISTOL, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        CADILLAC, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        EQUIPMENT & ENGINEERING, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

<PAGE>

                                        HAYES LEMMERZ INTERNATIONAL--
                                        LAREDO, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        MONTAGUE, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        PCA, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        PETERSBURG, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

<PAGE>

                                        HAYES LEMMERZ INTERNATIONAL--
                                        SOUTHFIELD, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        TECHNICAL CENTER, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        TRANSPORTATION, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HAYES LEMMERZ INTERNATIONAL--
                                        WABASH, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

<PAGE>

                                        HLI -- SUMMERFIELD REALTY CORP.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HLI REALTY, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

                                        HLI -- VENTURES, INC.

                                        By:_____________________________________
                                            Name:  Patrick C. Cauley
                                            Title: Secretary

<PAGE>


The foregoing Agreement is hereby confirmed and accepted as of the date first
above written. Citigroup Global Markets Inc. Lehman Brothers Inc.

By: CITIGROUP GLOBAL MARKETS INC.

By:
   _____________________________________
   Name:
   Title:

By: LEHMAN BROTHERS INC.

By:
   _____________________________________
   Name:
   Title:

<PAGE>

ANNEX A

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. The Letter of
Transmittal states that by so acknowledging and by delivering a prospectus, a
Broker-Dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. This Prospectus, as it may be amended or
supplemented from time to time, may be used by a Broker-Dealer in connection
with resales of New Securities received in exchange for Securities where such
Securities were acquired by such Broker-Dealer as a result of market-making
activities or other trading activities. The Company has agreed that, starting on
the Expiration Date (as defined herein) and ending on the close of business 180
days after the Expiration Date (or such shorter period during which
Participating Broker-Dealers are required by law to deliver such prospectus), it
will make this Prospectus available to any Broker-Dealer for use in connection
with any such resale. See "Plan of Distribution."

                                       32

<PAGE>

                                                                         ANNEX B

                  Each Broker-Dealer that receives New Securities for its own
account in exchange for Securities, where such Securities were acquired by such
Broker-Dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such New Securities. See "Plan of Distribution."

                                       33

<PAGE>

                                                                         ANNEX C

                              PLAN OF DISTRIBUTION

                  Each Broker-Dealer that receives New Securities for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such New Securities. This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a Broker-Dealer in connection with resales of New Securities received in
exchange for Securities where such Securities were acquired as a result of
market-making activities or other trading activities. The Company and the
Guarantors have agreed that, starting on the Expiration Date and ending on the
close of business 180 days after the Expiration Date (or such shorter period
during which Participating Broker-Dealers are required by law to deliver such
prospectus), they will make this Prospectus, as amended or supplemented,
available to any Broker-Dealer for use in connection with any such resale. In
addition, until __________, 200__, all dealers effecting transactions in the New
Securities may be required to deliver a prospectus.

                  The Company will not receive any proceeds from any sale of New
Securities by Broker-Dealers. New Securities received by Broker-Dealers for
their own account pursuant to the Exchange Offer may be sold from time to time
in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the New Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices. Any such resale may be made directly to purchasers or to or through
brokers or dealers who may receive compensation in the form of commissions or
concessions from any such Broker-Dealer and/or the purchasers of any such New
Securities. Any Broker-Dealer that resells New Securities that were received by
it for its own account pursuant to the Exchange Offer and any broker or dealer
that participates in a distribution of such New Securities may be deemed to be
an "underwriter" within the meaning of the Securities Act and any profit of any
such resale of New Securities and any commissions or concessions received by any
such Persons may be deemed to be underwriting compensation under the Securities
Act. The Letter of Transmittal states that by acknowledging that it will deliver
and by delivering a prospectus, a Broker-Dealer will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act.

                  For a period of 180 days after the Expiration Date, the
Company and the Guarantors will promptly send additional copies of this
Prospectus and any amendment or supplement to this Prospectus to any
Broker-Dealer that requests such documents in the Letter of Transmittal. The
Company has agreed to pay all expenses incident to the Exchange Offer (including
the expenses of one counsel for the holder of the Securities) other than
commissions or concessions of any brokers or dealers and will indemnify the
holders of the Securities (including any Broker-Dealers) against certain
liabilities, including liabilities under the Securities Act.

                                       34

<PAGE>

                                                                         ANNEX D

Rider A
                  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10
                  ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
                  AMENDMENTS OR SUPPLEMENTS THERETO.

                  Name:    ________________________
                  Address: ________________________

Rider B

If the undersigned is not a Broker-Dealer, the undersigned represents that it
acquired the New Securities in the ordinary course of its business, it is not
engaged in, and does not intend to engage in, a distribution of New Securities
and it has no arrangements or understandings with any Person to participate in a
distribution of the New Securities. If the undersigned is a Broker-Dealer that
will receive New Securities for its own account in exchange for Securities, it
represents that the Securities to be exchanged for New Securities were acquired
by it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a prospectus in connection with any resale of
such New Securities; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

                                       35