ex10-3.htm


    Exhibit 10.3

     

    EXECUTION
VERSION




    Guaranty

     

    This
Guaranty (the “Guaranty”),
dated as of May 12, 2009, by Hayes Lemmerz International, Inc. (“Holdings”), HLI Parent Company, Inc.
(“Parent”), HLI
Operating Company, Inc. (the “U.S. Borrower”) and each of the other
entities listed on the signature pages hereof and each other Domestic Subsidiary
that becomes a party hereto
pursuant to Section 23
(Additional Guarantors) hereof (each a “Subsidiary Guarantor” and,
together with U.S. Borrower, Holdings and Parent, collectively, the “Guarantors” and individually
a “Guarantor”), in
favor of DEUTSCHE BANK AG NEW YORK BRANCH (“DB”), as administrative agent
for the Secured DIP Parties (in such capacity, the “DIP Administrative Agent”,
and together with the other Secured DIP Parties, each, a “Guarantied Party” and,
collectively, the “Guarantied
Parties”).  All capitalized terms used herein and not otherwise
defined herein shall have the respective meanings given to such terms in the
Amended Credit Agreement referred to below.

     

    W
i t n e s s e t h:

     

    WHEREAS,
the U.S. Borrower and Hayes Lemmerz Finance - Luxembourg S.C.A. (the “Luxembourg Borrower” and
together with the U.S. Borrower, the “Borrowers”) and Holdings
entered into the Second Amended and Restated Credit Agreement, dated as of May
30, 2007, among the Borrowers, Holdings, the Lenders and Issuers (in each case
as defined therein) party thereto, Citicorp North America, Inc. (“CNAI”), as administrative
agent for the Lenders and the Issuers (in such capacity, and as agent for the
Secured Parties under the other Prepetition Loan Documents, the “Prepetition Administrative
Agent”), Deutsche Bank Securities Inc., as Syndication Agent for the
Prepetition Facilities (“Prepetition Syndication
Agent”), CNAI, as Documentation Agent for the Prepetition Facilities
(“Prepetition Documentation
Agent”), and Citigroup Global Markets Inc. and Deutsche Bank Securities
Inc., as Joint Book-Running Lead Managers and Joint Lead Arrangers for the
Prepetition Facilities (“Original Credit Agreement”),
as amended by Amendment No. 1, dated as of January 30, 2009, among the
Borrowers, Holdings and the Prepetition Administrative Agent on behalf of each
Lender executing a Lender Consent (as defined therein) (“Amendment No. 1”, and the
Original Credit Agreement as amended by Amendment No. 1, the “Existing Credit Agreement”);
and

     

    WHEREAS,
contemporaneously with the execution and delivery of this Guaranty, the
Borrowers and Holdings entered into an Amendment No. 2 to the Existing Credit
Agreement dated as of May 12, 2009, among the Borrowers, Holdings, each Lender
(as defined in the Existing Credit Agreement referred to therein) party thereto,
each DIP Lender (as defined therein), the DIP Administrative Agent and Deutsche
Bank Securities Inc. and General Electric Capital Corporation, as Joint
Book-Running Lead Managers, Joint Lead Arrangers and Syndication Agents with
respect to the DIP Facility referred to therein (“DIP Lead Arrangers”) and
Deutsche Bank Securities, Inc., as Documentation Agent with respect to the DIP
Facility referred to therein (“DIP Documentation Agent”)
(“Amendment No .2”,
together with the Existing Credit Agreement, the “Amended Credit
Agreement”):

     

    WHEREAS,
the Amended Credit Agreement, shall consist of (a) a senior secured
debtor-in-possession new money term loan facility in an aggregate principal
amount of up to the Dollar Equivalent of $80,000,000 and (b) a senior secured
debtor-in-possession roll-up loan facility in an aggregate principal amount of
up to the Dollar Equivalent of $80,000,000, subject to a superpriority claim of
the DIP Administrative Agent for the benefit of itself and the DIP Lenders
against the Borrowers and the other Debtors; and

     

    
      
        
        

      

      
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    WHEREAS,
it is a condition precedent to the effectiveness of the Amended Credit Agreement
that the Guarantors shall have executed and delivered this Guaranty to the DIP
Administrative Agent; and

     

    WHEREAS,
Holdings is the sole shareholder of Parent, Parent is the sole shareholder of
the U.S. Borrower and each Subsidiary Guarantor is a direct or indirect
Subsidiary of the U.S. Borrower; and

     

    WHEREAS,
each Guarantor will receive substantial direct and indirect benefits from the
making of the DIP Loans and the granting of the other financial accommodations
to the Borrowers under the Amended Credit Agreement; and

     

    NOW,
THEREFORE, in consideration of the premises and to induce the DIP Lenders, the
Issuers and the DIP Administrative Agent to enter into the Amended Credit
Agreement and to induce the DIP Lenders to make their respective extensions of
credit to the Borrowers thereunder, each Guarantor hereby agrees with the DIP
Administrative Agent as follows:

     

    Section 1       Guaranty

     

    (a)           To
induce the DIP Lenders to make the DIP Loans, each Guarantor hereby absolutely,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, the full and punctual payment when due, whether at stated maturity or
earlier, by reason of acceleration, mandatory prepayment or otherwise in
accordance herewith or any other DIP Loan Document, of all the DIP Obligations,
whether or not from time to time reduced or extinguished or hereafter increased
or incurred, whether or not recovery may be or hereafter may become barred by
any statute of limitations, whether or not enforceable as against the Borrowers,
whether now or hereafter existing, and whether due or to become due, including
principal, interest (including interest at the contract rate applicable upon
default accrued or accruing after the commencement of any proceeding under the
Bankruptcy Code, whether or not such interest is an allowed claim in such
proceeding), fees and costs of collection.  This Guaranty constitutes
a guaranty of payment and not of collection.

     

    (b)           Each
Guarantor further agrees that, if (i) any payment made by the Borrowers or
any other person and applied to the DIP Obligations is at any time annulled,
avoided, set aside, rescinded, invalidated, declared to be fraudulent or
preferential or otherwise required to be refunded or repaid, or (ii) the
proceeds of Collateral are required to be returned by any Guarantied Party to
the Borrowers, its estate, trustee, receiver or any other party, including any
Guarantor, under any bankruptcy law, equitable cause or any other Requirement of
Law, then, to the extent of such payment or repayment, any such Guarantor’s
liability hereunder (and any Lien or other Collateral securing such liability)
shall be and remain in full force and effect, as fully as if such payment had
never been made.  If, prior to any of the foregoing, this Guaranty
shall have been cancelled or surrendered (and if any Lien or other Collateral
securing such Guarantor’s liability hereunder shall have been released or
terminated by virtue of such cancellation or surrender), this Guaranty (and such
Lien or other Collateral) shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair
or otherwise affect the obligations of any such Guarantor in respect of the
amount of such payment (or any Lien or other Collateral securing such
obligation).

     

    
      
        
        

      

      
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    Section 2       Limitation
of Guaranty

     

    Any
term or provision of this Guaranty or any other DIP Loan Document to the
contrary notwithstanding, the maximum aggregate amount of the DIP Obligations
for which any Subsidiary Guarantor shall be liable shall not exceed the maximum
amount for which such Subsidiary Guarantor can be liable without rendering this
Guaranty or any other DIP Loan Document, as it relates to such Subsidiary
Guarantor, subject to avoidance under applicable law relating to fraudulent
conveyance or fraudulent transfer (including Section 548 of the Bankruptcy
Code or any applicable provisions of comparable state law) (collectively, “Fraudulent Transfer Laws”),
in each case after giving effect (a) to all other liabilities of such Subsidiary
Guarantor, contingent or otherwise, that are relevant under such Fraudulent
Transfer Laws (specifically excluding, however, any liabilities of such
Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrowers to
the extent that such Indebtedness would be discharged in an amount equal to the
amount paid by such Subsidiary Guarantor hereunder) and (b) to the value as
assets of such Subsidiary Guarantor (as determined under the applicable
provisions of such Fraudulent Transfer Laws) of any rights to subrogation,
contribution, reimbursement, indemnity or similar rights held by such Subsidiary
Guarantor pursuant to (i) applicable Requirements of Law, (ii) Section 3 (Contribution) of this
Guaranty or (iii) any other Contractual Obligations providing for an
equitable allocation among such Subsidiary Guarantor and other Subsidiaries or
Affiliates of the Borrowers of obligations arising under this Guaranty or other
guaranties of the DIP Obligations by such parties.

     

    Section 3       Contribution

     

    To
the extent that any Guarantor shall be required hereunder to pay a portion of
the DIP Obligations exceeding the greater of (a) the amount of the economic
benefit actually received by such Guarantor from the DIP Loans and (b) the
amount such Guarantor would otherwise have paid if such Guarantor had paid the
aggregate amount of the DIP Obligations (excluding the amount thereof repaid by
the Borrowers, Parent and Holdings) in the same proportion as such Guarantor’s
net worth at the date enforcement is sought hereunder bears to the aggregate net
worth of all the Guarantors at the date enforcement is sought hereunder, then
such Guarantor shall be reimbursed by such other Guarantors for the amount of
such excess, pro rata, based on the respective net worths of such other
Guarantors at the date enforcement hereunder is sought.

     

    Section 4       Authorization;
Other Agreements

     

    The
Guarantied Parties are hereby authorized, without notice to, or demand upon, any
Guarantor, which notice and demand requirements each are expressly waived
hereby, and without discharging or otherwise affecting the obligations of any
Guarantor hereunder (which obligations shall remain absolute and unconditional
notwithstanding any such action or omission to act), from time to time, to do
each of the following:

     

    (a)           supplement,
renew, extend, accelerate or otherwise change the time for payment of, or other
terms relating to, the DIP Obligations, or any part of them, or otherwise
modify, amend or change the terms of any promissory note or other agreement,
document or instrument (including the other DIP Loan Documents) now or hereafter
executed by the Borrowers and delivered to the Guarantied Parties or any of
them, including any increase or decrease of principal or the rate of interest
thereon;

     

    
      
        
        

      

      
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    (b)           waive
or otherwise consent to noncompliance with any provision of any instrument
evidencing the DIP Obligations, or any part thereof, or any other instrument or
agreement in respect of the DIP Obligations (including the other DIP Loan
Documents) now or hereafter executed by the Borrowers and delivered to the
Guarantied Parties or any of them;

     

    (c)           accept
partial payments on the DIP Obligations;

     

    (d)           receive,
take and hold additional security or collateral for the payment of the DIP
Obligations or any part of them and exchange, enforce, waive, substitute,
liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise
alter and release any such additional security or collateral;

     

    (e)           settle,
release, compromise, collect or otherwise liquidate the DIP Obligations or
accept, substitute, release, exchange or otherwise alter, affect or impair any
security or collateral for the DIP Obligations or any part of them or any other
guaranty therefor, in any manner;

     

    (f)           add,
release or substitute any one or more other guarantors, makers or endorsers of
the DIP Obligations or any part of them and otherwise deal with the Borrowers or
any other guarantor, maker or endorser;

     

    (g)           apply
to the DIP Obligations any payment or recovery (x) from the Borrowers, from
any other guarantor, maker or endorser of the DIP Obligations or any part of
them or (y) from any Guarantor in such order as provided herein, in each
case whether such DIP Obligations are secured or unsecured or guaranteed or not
guaranteed by others;

     

    (h)           apply
to the DIP Obligations any payment or recovery from any Guarantor of the DIP
Obligations or any sum realized from security furnished by such Guarantor upon
its indebtedness or obligations to the Guarantied Parties or any of them, in
each case whether or not such indebtedness or obligations relate to the DIP
Obligations; and

     

    (i)           refund
at any time any payment received by any Guarantied Party in respect of any DIP
Obligation, and payment to such Guarantied Party of the amount so refunded shall
be fully guaranteed hereby even though prior thereto this Guaranty shall have
been cancelled or surrendered (or any release or termination of any Collateral
by virtue thereof), and such prior cancellation or surrender shall not diminish,
release, discharge, impair or otherwise affect the obligations of any Guarantor
hereunder in respect of the amount so refunded (and any Collateral so released
or terminated shall be reinstated with respect to such
obligations);

     

    even
if any right of reimbursement or subrogation or other right or remedy of any
Guarantor is extinguished, affected or impaired by any of the foregoing
(including any election of remedies by reason of any judicial, non-judicial or
other proceeding in respect of the DIP Obligations that impairs any subrogation,
reimbursement or other right of such Guarantor).

     

    Section 5       Guaranty
Absolute and Unconditional

     

    Each
Guarantor hereby waives any defense of a surety or guarantor or any other
obligor on any obligations arising in connection with or in respect of any of
the following and hereby agrees that its obligations under this Guaranty are
absolute and unconditional and shall not be discharged or otherwise affected as
a result of any of the following:

     

    
      
        
        

      

      
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    (a)          the
invalidity or unenforceability of any of the Borrowers’ obligations under the
Amended Credit Agreement or any other DIP Loan Document or any other agreement
or instrument relating thereto, or any security for, or other guaranty of the
DIP Obligations or any part of them, or the lack of perfection or continuing
perfection or failure of priority of any security for the DIP Obligations or any
part of them;

     

    (b)          the
absence of any attempt to collect the DIP Obligations or any part of them from
the Borrowers or other action to enforce the same;

     

    (c)          failure
by any Guarantied Party to take any steps to perfect and maintain any Lien on,
or to preserve any rights to, any Collateral;

     

    (d)          any
Guarantied Party’s election, in any proceeding instituted under chapter 11 of
the Bankruptcy Code, of the application of Section 1111(b)(2) of the
Bankruptcy Code;

     

    (e)          any
borrowing or grant of a Lien by the Borrowers, as debtor-in-possession, or
extension of credit, under Section 364 of the Bankruptcy Code;

     

    (f)           the
disallowance, under Section 502 of the Bankruptcy Code, of all or any
portion of any Guarantied Party’s claim (or claims) for repayment of the DIP
Obligations ;

     

    (g)          any
use of cash collateral under Section 363 of the Bankruptcy
Code;

     

    (h)          any
agreement or stipulation as to the provision of adequate protection in any
bankruptcy proceeding;

     

    (i)           the
avoidance of any Lien in favor of the Guarantied Parties or any of them for any
reason;

     

    (j)           any
bankruptcy, insolvency, reorganization, arrangement, readjustment of debt,
liquidation or dissolution proceeding commenced by or against the Borrowers, any
Guarantor or any of the Borrowers’ other Subsidiaries, including any discharge
of, or bar or stay against collecting, any DIP Obligation (or any part of them
or interest thereon) in or as a result of any such proceeding;

     

    (k)          failure
by any Guarantied Party to file or enforce a claim against the Borrowers or its
estate in any bankruptcy or insolvency case or proceeding;

     

    (l)           any
action taken by any Guarantied Party if such action is authorized
hereby;

     

    (m)         any
election following the occurrence of an Event of Default by any Guarantied Party
to proceed separately against the personal property Collateral in accordance
with such Guarantied Party’s rights under the UCC or, if the Collateral consists
of both personal and real property, to proceed against such personal and real
property in accordance with such Guarantied Party’s rights with respect to such
real property; or

     

    (n)          any
other circumstance that might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor or any other obligor on any
obligations, other than the payment in full of the DIP Obligations.

     

    
      
        
        

      

      
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    Section 6       Waivers

     

    Each
Guarantor hereby waives diligence, promptness, presentment, demand for payment
or performance and protest and notice of protest, notice of acceptance and any
other notice in respect of the DIP Obligations or any part of them, and any
defense arising by reason of any disability or other defense of the
Borrowers.  Each Guarantor shall not, until the DIP Obligations are
irrevocably paid in full have been terminated, assert any claim or counterclaim
it may have against the Borrowers or set off any of its obligations to the
Borrowers against any obligations of the Borrowers to it.  In
connection with the foregoing, each Guarantor covenants that its obligations
hereunder shall not be discharged, except by complete performance.

     

    Section 7       Reliance

     

    Each
Guarantor hereby assumes responsibility for keeping itself informed of the
financial condition of the Borrowers and any endorser and other guarantor of all
or any part of the DIP Obligations, and of all other circumstances bearing upon
the risk of nonpayment of the DIP Obligations, or any part thereof, that
diligent inquiry would reveal, and each Guarantor hereby agrees that no
Guarantied Party shall have any duty to advise any Guarantor of information
known to it regarding such condition or any such circumstances.  In
the event any Guarantied Party, in its sole discretion, undertakes at any time
or from time to time to provide any such information to any Guarantor, such
Guarantied Party shall be under no obligation (a) to undertake any
investigation not a part of its regular business routine, (b) to disclose
any information that such Guarantied Party, pursuant to accepted or reasonable
commercial finance or banking practices, wishes to maintain confidential or
(c) to make any other or future disclosures of such information or any
other information to any Guarantor.

     

    Section 8       Waiver
of Subrogation and Contribution Rights

     

    Until
the DIP Obligations have been irrevocably paid in full, the Guarantors shall not
enforce or otherwise exercise any right of subrogation to any of the rights of
the Guarantied Parties or any part of them against the Borrowers or any right of
reimbursement or contribution or similar right against the Borrowers by reason
of Guaranty or by any payment made by any Guarantor in respect of the DIP
Obligations.

     

    Section 9       Subordination

     

    Each
Guarantor hereby agrees that any Indebtedness of the Borrowers now or hereafter
owing to any Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated
Debt”), is hereby subordinated to all of the DIP Obligations and that,
except as permitted under Section 8.6A (Prepayment and
Cancellation of Indebtedness) of the Amended Credit Agreement, the
Guarantor Subordinated Debt shall not be paid in whole or in part until the DIP
Obligations have been paid in full and this Guaranty is terminated and of no
further force or effect.  No Guarantor shall accept any payment of or
on account of any Guarantor Subordinated Debt at any time in contravention of
the foregoing.  Upon the occurrence and during the continuance of an
Event of Default, the Borrowers shall pay to the DIP Administrative Agent any
payment of all or any part of the Guarantor Subordinated Debt and any amount so
paid to the DIP Administrative Agent shall be applied to payment of the DIP
Obligations as provided in the Amended Credit Agreement.  Each payment
on the Guarantor Subordinated Debt received in violation of any of the
provisions hereof shall be deemed to have been received by such Guarantor as
trustee for the Guarantied Parties and shall be paid over to the DIP
Administrative Agent immediately on account of the DIP Obligations, but without
otherwise affecting in any

     

    
      
        
        

      

      
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    manner
such Guarantor’s liability hereof.  Each Guarantor agrees to file all
claims against the Borrowers in any bankruptcy or other proceeding in which the
filing of claims is required by law in respect of any Guarantor Subordinated
Debt, and the DIP Administrative Agent shall be entitled to all of such
Guarantor’s rights thereunder.  If for any reason a Guarantor fails to
file such claim at least ten Business Days prior to the last date on which such
claim should be filed, such Guarantor hereby irrevocably appoints the DIP
Administrative Agent as its true and lawful attorney-in-fact and is hereby
authorized to act as attorney-in-fact in such Guarantor’s name to file such
claim or, in the DIP Administrative Agent’s discretion, to assign such claim to
and cause proof of claim to be filed in the name of the DIP Administrative Agent
or its nominee.  In all such cases, whether in administration,
bankruptcy or otherwise, the person or persons authorized to pay such claim
shall pay to the DIP Administrative Agent the full amount payable on the claim
in the proceeding, and, to the full extent necessary for that purpose, each
Guarantor hereby assigns to the DIP Administrative Agent all of such Guarantor’s
rights to any payments or distributions to which such Guarantor otherwise would
be entitled.  If the amount so paid is greater than such Guarantor’s
liability hereunder, the DIP Administrative Agent shall pay the excess amount to
the party entitled thereto.  In addition, each Guarantor hereby
irrevocably appoints the DIP Administrative Agent as its attorney-in-fact to
exercise all of such Guarantor’s voting rights in connection with any bankruptcy
proceeding or any plan for the reorganization of the Borrowers.

    


    Section 10     Default;
Remedies

     

    The
obligations of each Guarantor hereunder are independent of and separate from the
DIP Obligations.  If any DIP Obligation is not paid when due, or upon
any Event of Default or upon any default by the Borrowers as provided in any
other instrument or document evidencing all or any part of the DIP Obligations,
the DIP Administrative Agent may, at its sole election, proceed directly and at
once, without notice, against any Guarantor to collect and recover the full
amount or any portion of the DIP Obligations then due, without first proceeding
against the Borrowers or any other guarantor of the DIP Obligations, or against
any Collateral under the DIP Loan Documents or joining the Borrowers or any
other guarantor in any proceeding against any Guarantor.  At any time
after maturity of the DIP Obligations, the DIP Administrative Agent may (unless
the DIP Obligations have been irrevocably paid in full), without notice to any
Guarantor and regardless of the acceptance of any Collateral for the payment
hereof, appropriate and apply toward the payment of the DIP Obligations
(a) any indebtedness due or to become due from any Guarantied Party to such
Guarantor and (b) any moneys, credits or other property belonging to such
Guarantor at any time held by or coming into the possession of any Guarantied
Party or any of its respective Affiliates.

     

    Section 11     Irrevocability

     

    This
Guaranty shall be irrevocable as to the DIP Obligations (or any part thereof)
until the Commitments have been terminated and all monetary DIP Obligations then
outstanding have been irrevocably repaid in cash, at which time this Guaranty
shall automatically be cancelled.  Upon such cancellation and at the
written request of any Guarantor or its successors or assigns, and at the cost
and expense of such Guarantor or its successors or assigns, the DIP
Administrative Agent shall execute in a timely manner a satisfaction of this
Guaranty and such instruments, documents or agreements as are necessary or
desirable to evidence the termination of this Guaranty.

     

    
      
        
        

      

      
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    Section 12     Setoff

     

    Upon
the occurrence and during the continuance of an Event of Default, each
Guarantied Party and each Affiliate of a Guarantied Party may, without notice to
any Guarantor and regardless of the acceptance of any security or collateral for
the payment hereof, appropriate and apply toward the payment of all or any part
of the DIP Obligations (a) any indebtedness due or to become due from such
Guarantied Party or Affiliate to such Guarantor and (b) any moneys, credits
or other property belonging to such Guarantor, at any time held by, or coming
into, the possession of such Guarantied Party or Affiliate.

     

    Section 13     No
Marshalling

     

    Each
Guarantor consents and agrees that no Guarantied Party or Person acting for or
on behalf of any Guarantied Party shall be under any obligation to marshal any
assets in favor of any Guarantor or against or in payment of any or all of the
DIP Obligations.

     

    Section 14     Enforcement;
Amendments; Waivers

     

    No
delay on the part of any Guarantied Party in the exercise of any right or remedy
arising under this Guaranty, the Amended Credit Agreement, any other DIP Loan
Document or otherwise with respect to all or any part of the DIP Obligations,
the Collateral or any other guaranty of or security for all or any part of the
DIP Obligations shall operate as a waiver thereof, and no single or partial
exercise by any such Person of any such right or remedy shall preclude any
further exercise thereof.  No modification or waiver of any provision
of this Guaranty shall be binding upon any Guarantied Party, except as expressly
set forth in a writing duly signed and delivered by the DIP Administrative Agent
(in accordance with Section
11.1A (Amendments, Waivers, Etc.) of the Amended Credit
Agreement).  Failure by any Guarantied Party at any time or times
hereafter to require strict performance by the Borrowers, any Guarantor, any
other guarantor of all or any part of the DIP Obligations or any other Person of
any provision, warranty, term or condition contained in any DIP Loan Document
now or at any time hereafter executed by any such Persons and delivered to any
Guarantied Party shall not waive, affect or diminish any right of any Guarantied
Party at any time or times hereafter to demand strict performance thereof and
such right shall not be deemed to have been waived by any act or knowledge of
any Guarantied Party, or its respective agents, officers or employees, unless
such waiver is contained in an instrument in writing, directed and delivered to
the Borrowers or such Guarantor, as applicable, specifying such waiver, and is
signed by the party or parties necessary to give such waiver under the Amended
Credit Agreement.  No waiver of any Event of Default by any Guarantied
Party shall operate as a waiver of any other Event of Default or the same Event
of Default on a future occasion, and no action by any Guarantied Party permitted
hereunder shall in any way affect or impair any Guarantied Party’s rights and
remedies or the obligations of any Guarantor under this Guaranty.  Any
determination by a court of competent jurisdiction of the amount of any
principal or interest owing by the Borrowers to a Guarantied Party shall be
conclusive and binding on each Guarantor irrespective of whether such Guarantor
was a party to the suit or action in which such determination was
made.

     

    Section 15     Successors
and Assigns

     

    This
Guaranty shall be binding upon each Guarantor and upon the successors and
assigns of such Guarantors and shall inure to the benefit of the Guarantied
Parties and their respective successors and assigns; all references herein to
the Borrowers and to the Guarantors shall be deemed to include their respective
successors and assigns.  The successors and assigns of

     

    
      
        
        

      

      
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    the
Guarantors and the Borrowers shall include, without limitation, their respective
receivers, trustees and debtors-in-possession.  All references to the
singular shall be deemed to include the plural where the context so
requires.

    


    Section 16     Representations
and Warranties; Covenants

     

    Each
Guarantor hereby (a) represents and warrants that the representations and
warranties as to it made by the Borrowers in Article IV.A (Representations
and Warranties) of the Amended Credit Agreement are true and correct on
each date as required by Section 3.7(g)(i) (Conditions
Precedent to all DIP Loans) of the Amended Credit Agreement and
(b) agrees to take, or refrain from taking, as the case may be, each action
necessary to be taken or not taken, as the case may be, so that no Default or
Event of Default is caused by the failure to take such action or to refrain from
taking such action by such Guarantor.

     

    Section 17     Governing
Law

     

    This
Guaranty and the rights and obligations of the parties hereto shall be governed
by, and construed and interpreted in accordance with, the law of the State of
New York.

     

    Section 18     Submission
to Jurisdiction; Service of Process

     

    (a)           Any
legal action or proceeding with respect to this Guaranty, and any other DIP Loan
Document, may be brought in the courts of the State of New York or of the United
States of America for the Southern District of New York, and, by execution and
delivery of this Guaranty, each Guarantor hereby accepts for itself and in
respect of its property, generally and unconditionally, the jurisdiction of the
aforesaid courts.  The parties hereto hereby irrevocably waive any
objection, including any objection to the laying of venue or based on the
grounds of forum non conveniens, that any of them
may now or hereafter have to the bringing of any such action or proceeding in
such respective jurisdictions.

     

    (b)           Each
Guarantor hereby irrevocably consents to the service of any and all legal
process, summons, notices and documents in any action or proceeding arising out
of or in connection with this Guaranty or any other DIP Loan Document by the
mailing (by registered or certified mail, postage prepaid) or delivering of a
copy of such process to such guarantor in the care of the Borrowers at the
Borrowers’ address specified in Section 11.9A (Notices, Etc.) of the
Amended Credit Agreement.  Each Guarantor agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law.

     

    (c)           Nothing
contained in this Section 18 (Submission to Jurisdiction; Service
of Process) shall affect the right of the DIP Administrative Agent or any
other Guarantied Party to serve process in any other manner permitted by law or
commence legal proceedings or otherwise proceed against a Guarantor in any other
jurisdiction.

     

    (d)           If
for the purposes of obtaining judgment in any court it is necessary to convert a
sum due hereunder in Dollars into another currency, the parties hereto agree, to
the fullest extent they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the DIP
Administrative Agent could purchase Dollars with such other currency at the spot
rate of exchange quoted by the DIP Administrative Agent at 11:00 a.m. (New
York time) on the Business Day preceding that on which final judgment is given,
for the purchase of Dollars, for delivery two Business Days
thereafter.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    



    Section 19     Certain Terms

     

    The
following rules of interpretation shall apply to this Guaranty: (a) the
terms “herein,” “hereof,” “hereto” and “hereunder” and similar terms
refer to this Guaranty as a whole and not to any particular Article, Section,
subsection or clause in this Guaranty, (b) unless otherwise indicated,
references herein to an Exhibit, Article, Section, subsection or clause refer to
the appropriate Exhibit to, or Article, Section, subsection or clause in this
Guaranty and (c) the term “including” means “including without limitation”
except when used in the computation of time periods.

     

    Section 20     Waiver
of Jury Trial

     

    Each
of the DIP Administrative Agent, the other Guarantied Parties and each Guarantor
irrevocably waives trial by jury in any action or proceeding with respect to
this Guaranty and any other DIP Loan Document.

     

    Section 21     Notices

     

    Any
notice or other communication herein required or permitted shall be given as
provided in Section 11.9A
(Notices, Etc.) of the Amended Credit Agreement and, in the case of any
Guarantor, to such Guarantor in care of the applicable Borrower.

     

    Section 22     Severability

     

    Wherever
possible, each provision of this Guaranty shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Guaranty shall be prohibited by or invalid under such law, such provision shall
be ineffective to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Guaranty.

     

    Section 23     Additional
Guarantors

     

    Each
of the Guarantors agrees that, if, pursuant to Section 7.11A(c) (Additional
Collateral and Guaranties) of the Amended Credit Agreement, a Borrower
shall be required to cause any Domestic Subsidiary that is not a Guarantor to
become a Guarantor hereunder, or if for any reason a Borrower desires any such
Subsidiary to become a Guarantor hereunder, such Subsidiary shall execute and
deliver to the DIP Administrative Agent a Guaranty Supplement in substantially
the form of Exhibit A
(Guaranty Supplement) attached hereto and shall thereafter for all
purposes be a party hereto and have the same rights, benefits and obligations as
a Guarantor party hereto on the Effective Date.

     

    Section 24     Collateral

     

    Each
Guarantor hereby acknowledges and agrees that its obligations under this
Guaranty are secured pursuant to the terms and provisions of the Collateral
Documents executed by it in favor of the DIP Administrative Agent, for the
benefit of the Secured DIP Parties, and covenants that it shall not grant any
Lien with respect to its Property in favor, or for the benefit, of any Person
other than the DIP Administrative Agent, for the benefit of the Secured DIP
Parties.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    



    Section 25     Costs
and Expenses

     

    Each
Guarantor agrees to pay or reimburse the DIP Administrative Agent and each of
the other Guarantied Parties upon demand for all out-of-pocket costs and
expenses, including reasonable attorneys’ fees (including allocated costs of
internal counsel and costs of settlement), incurred by the DIP Administrative
Agent and such other Guarantied Parties in enforcing this Guaranty or any
security therefor or exercising or enforcing any other right or remedy available
in connection herewith or therewith.

     

    Section 26     Waiver
of Consequential Damages

     

    Each
Guarantor hereby irrevocably and unconditionally waives, to the maximum extent
not prohibited by law, any right it may have to claim or recover any special,
exemplary, punitive or consequential damage in any legal action or proceeding in
respect of this Guaranty or any other DIP Loan Document.

     

    Section 27     Entire
Agreement

     

    This
Guaranty, taken together with all of the other DIP Loan Documents executed and
delivered by the Guarantors, represents the entire agreement and understanding
of the parties hereto and supersedes all prior understandings, written and oral,
relating to the subject matter hereof.  This Guaranty and each other
DIP Loan Document are subject to the terms and conditions set forth in the
Amended Credit Agreement.

     

    


     

    [Signature
Pages Follow]

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, each of the
undersigned has caused this Guaranty to be duly executed and delivered as of the
date first above written.

    


    
      
        
          	 
      	
                  GUARANTORS:

                
	 
      	
                   

                  Hayes
      Lemmerz International, Inc.

                  HLI
      Parent Company, Inc.

                  HLI
      Operating Company, Inc.

                  Hayes
      Lemmerz Finance LLC

                  Hayes
      Lemmerz International—California, Inc.

                  Hayes
      Lemmerz International—Commercial Highway, Inc.

                  Hayes
      Lemmerz International—Georgia, Inc.

                  Hayes
      Lemmerz International – Homer, Inc.

                  Hayes
      Lemmerz International – Howell, Inc.

                  Hayes
      Lemmerz International—Huntington, Inc.

                  Hayes
      Lemmerz International—Kentucky, Inc.

                  Hayes
      Lemmerz International—Laredo, Inc.

                  Hayes
      Lemmerz International—Sedalia, Inc.

                  Hayes
      Lemmerz International – Technical Center, Inc.

                  Hayes
      Lemmerz International—Wabash, Inc.

                  Hayes
      Lemmerz International Import, Inc.

                  HLI
      Brakes Holding Company, Inc.

                  HLI
      Commercial Highway Holding Company, Inc.

                  HLI
      Powertrain Holding Company, Inc.

                  HLI
      Realty, Inc.

                  HLI
      Services Holding Company, Inc.

                  HLI
      Suspension Holding Company, Inc.

                  HLI
      Wheels Holding Company, Inc.

                   

                
	 	
                  By:

                	 /s/
      Mark A. Brebberman 
	 
      	
                   

                	
                  Name:
      Mark A. Brebberman

                  Title:   Vice
      President and Chief Financial
Officer

                


        

      

    

     

    
 

    
      
        
          [SIGNATURE
PAGE TO DIP GUARANTY]

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Acknowledged
and Agreed

    as
of the date first above written:

     

    
      DEUTSCHE
BANK AG NEW YORK BRANCH,

      as
DIP Administrative Agent

    

     

     

    
      
        
          	
                  By:

                	
                   /s/ Erin
      Morrissey

                	 
      
	 
      	
                  Name: Erin
      Morrissey

                  Title:   Vice
      President

                   

                   

                   

                	 
      
	
                  By:

                	
                   /s/ Michael M.
      Meagher

                	 
      
	 
      	
                  Name: Michael M.
      Meagher

                  Title:   Vice
      President

                   

                   

                   

                	 
      


        

      

    

     

    


     

     


    
      
        
          [SIGNATURE PAGE TO DIP
GUARANTY]

        

         


      

      
         


        
          

        

      

      
         


      

    


    The
undersigned hereby agrees to be bound as a Guarantor for purposes of the
Guaranty, dated as of May 12, 2009 (the “Guaranty”), among HLI Parent
Company, Inc., Hayes Lemmerz International, Inc., HLI Operating Company, Inc.
and certain Subsidiaries of HLI Operating Company, Inc. listed on the signature
pages thereof and acknowledged by DEUTSCHE BANK AG NEW YORK BRANCH, as DIP
Administrative Agent, and the undersigned hereby acknowledges receipt of a copy
of the Guaranty.  The undersigned hereby represents and warrants that
each of the representations and warranties contained in Section 16 (Representations and
Warranties; Covenants) of the Guaranty applicable to it is true and
correct on and as the date hereof as if made on and as of such
date.  Capitalized terms used herein but not defined herein are used
with the meanings given them in the Guaranty.

     

    In
witness whereof, the undersigned has caused this Guaranty Supplement to be duly
executed and delivered as of _________, _____.

     

    


    
      
        	 
      	
                SUBSIDIARY
      GUARANTORS

                 

              


      

    

     

    
      
        
          
            
              
                
                  
                    
                      	 	 [Name of Subsidiary Guarantor]
	 	 	 
	 	
                              By:

                            	 
	 
      	
                               

                            	
                              Name:
      

                              Title:   

                            


                    

                  

                

              

            

          

        

      

       



     


    
      
        
          [EXHIBIT
A TO DIP GUARANTY]

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      
        
          	
                  Acknowledged
      and Agreed

                	 
      	 
      
	
                  as
      of the date first above written:

                	 
      	 
      
	 
      	 
      	 
      
	
                  DEUTSCHE
      BANK AG NEW YORK BRANCH

                	 
      	 
      
	
                  as
      DIP Administrative Agent

                	 
      	 
      
	 
      
	
                  By:

                	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        

      

    

    


     

    


     

    


     

    
      [EXHIBIT
A TO DIP GUARANTY]