ex10-1.htm


    Exhibit
10.1


    
      EXECUTION
VERSION



     

    


     

    $495,000,000
Prepetition Credit Facility

    $80,000,000
Senior Secured Superpriority Debtor-In-Possession Credit Facility

    $80,000,000
Senior Secured Superpriority Roll-Up Credit Facility


     

    


     

    


     

    AMENDMENT
NO.  2

    


     

    TO

    


     

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

    (as Amended
by Amendment No. 1)

    


     

    Dated
as of May 12, 2009

    


     

    Among

    


     

    HLI Operating Company, Inc.

     

    and

    Hayes
Lemmerz Finance LLC - Luxembourg S.C.A.

    and

     

    Hayes Lemmerz International, Inc.

    and

     

    The
Lenders Party Hereto

     

    and

    DEUTSCHE
BANK AG NEW YORK BRANCH

    as DIP Administrative
Agent

     

    and

     

    Deutsche
Bank Securities Inc. and General Electric Capital Corporation

    as Joint Book-Running Lead Managers,
Joint Lead Arrangers and Joint 

    Syndication Agents for the DIP
Facilities

    and

    Deutsche
Bank Securities Inc. as
Documentation Agent for the DIP Facilities

    
 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Amendment
No. 2 to Credit Agreement

     

    Amendment
No. 2, dated as of May 12, 2009, among HLI Operating Company, Inc., a Delaware
corporation, Hayes Lemmerz Finance LLC - Luxembourg S.C.A., a société en commandite par
actions organized under the laws of the Grand Duchy of Luxembourg, Hayes
Lemmerz International, Inc., a Delaware corporation, each Lender (as defined in
the Existing Credit Agreement referred to below) party thereto, each DIP Lender
(as defined in the Amended Credit Agreement referred to below), DEUTSCHE BANK AG
NEW YORK BRANCH, as administrative agent for the DIP Lenders (“DIP Administrative Agent”)
and Deutsche Bank Securities Inc. and General Electric Capital Corporation, as
Joint Book-Running Lead Managers, Joint Lead Arrangers and Joint Syndication
Agents with respect to the DIP Facility referred to therein and Deutsche Bank
Securities Inc., as Documentation Agent with respect to the DIP Facilities
referred to therein. Capitalized terms not otherwise defined herein shall have
the meanings assigned to such terms in the Amended Credit Agreement (defined
below).

     

    W
i t n e s s e t h:

     

    WHEREAS, the Borrowers and Holdings are
party to that Second Amended and Restated Credit Agreement, dated as of May 30,
2007 (as heretofore amended, modified and supplemented, the “Existing Credit Agreement”),
among the Borrowers, Holdings, the Lenders (the “Prepetition 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 (“Prepetition Administrative
Agent”), Deutsche Bank Securities Inc., as Syndication Agent, CNAI, as
Documentation Agent, and Citigroup Global Markets Inc. and Deutsche Bank
Securities Inc., as Joint Book-Running Lead Managers and Joint Lead Arrangers,
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); and

    


    WHEREAS, (a) the Borrowers and Holdings
wish to amend the Existing Credit Agreement, subject to the terms and conditions
set forth herein, as set forth herein (the Existing Credit Agreement as so
amended, herein being referred to as the “Amended Credit Agreement”)
and (b) the Amended Credit Agreement shall not constitute a novation of the
obligations and liabilities existing under the Existing Credit Agreement or
evidence payment of all or any of such obligations and liabilities (except as
specifically set forth therein); and

    


    WHEREAS,
on May 11, 2009
(the “Petition Date”),
Holdings, the Borrowers and each other Domestic Subsidiary (together, the “Debtors”), each filed a
voluntary petition for relief (collectively, the “Cases”) under chapter 11
of the Bankruptcy Code with the United States Bankruptcy Court for the District
of Delaware (the “Bankruptcy
Court”); and

     

    WHEREAS,
the Debtors are continuing to operate their respective businesses and manage
their respective properties as debtors in possession under sections 1107(a)
and 1108 of the Bankruptcy Code; and

     

    WHEREAS,
the Existing Credit Agreement made available to the Borrowers (a) a revolving
credit facility in Euros and Dollars, in the aggregate principal amount of up to
the Dollar Equivalent of $125,000,000, (b) a term loan facility made available
to the Luxembourg Borrower in Euros, in an aggregate principal amount of up to
€260,000,000 and (c) a synthetic letter of credit facility made available to the
Borrowers in an amount of up to €15,000,000; and

     

    
      
        
        

      

      
        - 2 -

        
          

        

      

      
        
        

      

    



    WHEREAS,
as of the date hereof, (i) amounts have been made available to the Borrowers
under the Existing Credit Agreement and €254,800,000 of  Term Loans
and $125,000,000 of Revolving Loans are outstanding, (ii) the entire aggregate
amount of the Synthetic L/C Commitments have been funded in full, and
(iii) an Event of Default has occurred and is continuing under Section 9.1(f) of the
Existing Credit Agreement and, as a result, all Prepetition Loans have
automatically become due and payable pursuant to Section 9.2 (Remedies)
of the Existing Credit Agreement; and

     

    WHEREAS,
the Borrowers desire, among other things, to amend the Existing Credit Agreement
to establish (a) a senior secured debtor-in-possession new money term loan
facility in an aggregate principal amount of up to $80,000,000 and (b) a senior
secured debtor-in-possession roll-up loan facility in an aggregate principal
amount of up to $80,000,000, subject to a superpriority claim and lien of the
DIP Administrative Agent for the benefit of itself and the DIP Lenders against
the Borrowers and the other Debtors.

     

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

     

    SECTION 1.          AMENDMENTS
TO THE CREDIT AGREEMENT

     

    The Existing Credit Agreement is hereby
amended, and the amended provisions are hereby restated, as set forth in Exhibit A; provided that the amended
provisions may be amended, modified, supplemented or waived from time to time as
required by the Interim Order or the Final Order (as defined in the amended
provisions) or otherwise exclusively in accordance with Section 11.1.A of
the amended provisions.

    
 

    SECTION 2.          CONDITIONS PRECEDENT TO THE
EFFECTIVENESS OF THIS AMENDMENT NO. 2

     

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

     

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

     

    (i)             this Amendment No. 2, executed (on the
signature pages hereto or, in the case of the Prepetition Lenders, pursuant to a
Lender Consent in the form of Exhibit C
(a “Lender
Consent”)) by the
Borrowers, Holdings, Lenders (as defined in the Existing Credit
Agreement) constituting Requisite Lenders (as defined in the Existing Credit
Agreement), each DIP Lender (as defined in the Amended Credit Agreement), each
Roll-Up Lender (as defined in the Amended Credit Agreement), DEUTSCHE BANK AG
NEW YORK BRANCH, as administrative agent for the DIP Lenders, Deutsche Bank
Securities Inc. and General Electric Capital Corporation, as Joint Book-Running
Lead Managers, Joint Lead Arrangers and Joint Syndication Agents with respect to
the DIP Facility referred to in the Amended Credit Agreement) and Deutsche Bank
Securities Inc., as Documentation Agent with respect to the DIP Facility
referred to in the Amended Credit Agreement;

     

    (ii)             the Joinder and Consent and Agreement,
in the form attached hereto as Exhibit B
(each, a “Subsidiary
Consent”), executed by each
of the Domestic Subsidiary Guarantors; and

     

    
      
        
        

      

      
        - 3 -

        
          

        

      

      
        
        

      

    



    (iii)             all  conditions set forth in
Section
3.4 and 3.7 of the Amended Credit Agreement have
been satisfied to the satisfaction of the Requisite DIP Lenders in their sole
discretion.

     

    SECTION 3.          SUBSEQUENT DEBTORS

     

    On
each Subsequent Petition Date (as defined in the Amended Credit Agreement), the
Borrowers and Holdings shall cause each applicable Subsequent Debtor (as defined
in the Amended Credit Agreement) to execute and deliver to the DIP
Administrative Agent a Subsidiary Consent.

     

    


    SECTION 4.          REPRESENTATIONS AND
WARRANTIES

     

    Upon entry of the Interim Order (as
defined in the Amended Credit Agreement), on and as of the date hereof and as of
the Amendment No. 2 Effective Date, the Borrowers and Holdings hereby represent
and warrant to the DIP Administrative Agent and each Lender as
follows:

     

    (a)           this Amendment No. 2 has been duly
authorized, executed and delivered by the Borrowers and Holdings and consented
to by each Guarantor and constitutes a legal, valid and binding obligation of
the Borrowers, Holdings and each Guarantor, enforceable against the Borrowers,
Holdings and each Guarantor in accordance with its terms and the Credit
Agreement as amended by this Amendment No. 2 and constitutes the legal, valid
and binding obligation of the Borrowers and each Guarantor, enforceable against
the Borrowers and each Guarantor in accordance with its
terms;

     

    (b)           each of the representations and
warranties contained in Article
IV.A (Representations and
Warranties) of the Amended
Credit Agreement, each other DIP Loan Document (as defined in the Amended Credit
Agreement) or in any certificate, document or financial or other statement
furnished at any time under or in connection therewith are true and correct in
all material respects on and as of the date hereof and the Amendment No. 2
Effective Date, in each case as if made on and as of such date and except to the
extent that such representations and warranties specifically relate to a
specific date, in which case such representations and warranties shall be true
and correct in all material respects as of such specific date; provided, however, that references therein to the
“Credit
Agreement” shall be deemed
to refer to the Amended Credit Agreement and after giving effect to the consents
and waivers set forth herein; and

     

    (c)           no Default or Event of Default contained
in Section 9.1A of the Amended Credit Agreement has occurred and is continuing
(except for those that are duly waived).

     

    SECTION 5.          REFERENCE TO THE EFFECT ON THE LOAN
DOCUMENTS

     

    (a)           As of the Amendment No. 2 Effective
Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each
reference in the other Loan Documents (as defined in the Existing Credit
Agreement), including, without limitation, by means of words like “thereunder”, “thereof” and words of like import, shall mean
and be a reference to the Amended Credit Agreement and this Amendment No. 2 and
the Existing Credit Agreement  and this Amendment No. 2 shall be read
together and construed as a single instrument (and such single instrument has
been compiled in the form of the version of the Amended Credit Agreement
attached hereto).  Each of the table of contents and lists of Exhibits
and Schedules of the Credit Agreement shall be amended to reflect the changes
made in this Amendment No. 2 as of the Amendment No. 2 Effective
Date.

     

    
      
        
        

      

      
        - 4 -

        
          

        

      

      
        
        

      

    



    (b)           Except as expressly amended hereby or
specifically waived above, all of the terms and provisions of the Existing
Credit Agreement and all other Loan Documents (as defined in the Existing Credit
Agreement) are and shall remain in full force and effect and are hereby ratified
and confirmed.

     

    (c)           The execution, delivery and
effectiveness of this Amendment No. 2 shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Lenders,
Issuers, Arranger, the Prepetition Administrative Agent or the DIP
Administrative Agent under any of the Loan Documents, nor constitute a waiver or
amendment of any other provision of any of the Loan Documents or for any purpose
except as expressly set forth herein.

     

    (d)           The
Existing Credit Agreement as amended by this Amendment No. 2 is not in any way
intended to constitute a novation of the obligations and liabilities existing
under the Existing Credit Agreement or evidence payment of all or any portion of
such obligations and liabilities.

     

    (e)           This Amendment No. 2 is a Loan Document
(as defined in the Existing Credit Agreement) and a Prepetition Loan Document
and a DIP Loan Document (as each is defined in the Amended Credit
Agreement).

     

    SECTION 6.          EXECUTION IN
COUNTERPARTS

     

    This Amendment No. 2 may be executed in
any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same
agreement.  Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are attached to the same document.  Delivery of an executed
counterpart by telecopy or electronic mail shall be effective as delivery of a
manually executed counterpart of this Amendment No. 2.  Prepetition
Lenders may execute this Amendment No. 2 by execution of a Lender
Consent.

     

    SECTION 7.          GOVERNING LAW

     

    This Amendment No. 2 shall be governed
by and construed in accordance with the law of the State of New York except to the extent New York law is superseded by the Bankruptcy
Code.

     

    SECTION 8.          SECTION TITLES

     

    The section titles contained in this
Amendment No. 2 are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto,
except when used to reference a section.

     

    SECTION 9.          NOTICES

     

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

     

    SECTION 10.        SEVERABILITY

     

    The fact that any term or provision of
this Amendment No. 2 is held invalid, illegal or unenforceable as to any person
in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the
validity, enforceability or

     

    
      
        
        

      

      
        - 5 -

        
          

        

      

      
        
        

      

    



    legality of such offending term or
provision in any other situation or jurisdiction or as applied to any
person

     

    SECTION 11.        SUCCESSORS

     

    The terms of this Amendment No. 2 shall
be binding upon, and shall inure to the benefit of, the parties hereto and to
the other parties to the Existing Credit Agreement and their respective
successors and assigns.

     

    SECTION 12.        WAIVER OF JURY TRIAL

     

                          EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THIS AMENDMENT NO. 2 OR THE AMENDED CREDIT AGREEMENT
OR ANY OTHER LOAN DOCUMENT (AS DEFINED IN THE EXISTING CREDIT AGREEMENT) OR ANY
PREPETITION LOAN DOCUMENT OR DIP LOAN DOCUMENT(AS DEFINED IN THE AMENDED CREDIT
AGREEMENT).

    


    [Signature Pages
Follow]

    
      
        
        

      

      
        - 6 -

        
          

        

      

      
        
        

      

    



    In
Witness Whereof, the parties hereto have caused this
Amendment No. 2 to be executed by their respective officers and general partners
thereunto duly authorized, as of the date first written
above.

    
 

    
      
        
          
            
              
                
                  
                    	 
      	
                            HLI
      Operating Company, Inc.,

                            as U.S. Borrower

                             

                             

                          
	 
      	
                            By:

                          	
                            /s/ Mark A. Brebberman

                          
	 
      	 
      	
                            Name: Mark A.
      Brebberman

                            Title:    Chief
      Financial Officer

                             

                          
	 
      	
                            Hayes
      Lemmerz Finance LLC – Luxembourg S.C.A.,
      

                            as Luxembourg Borrower

                             

                            By : Hayes
      Lemmerz Finance LLC,
      its 

                            Managing
      Partner

                             

                             

                          
	 
      	
                            By:

                          	
                             /s/
      Mark A.
      Brebberman

                          
	 
      	 
      	
                            Name: Mark A.
      Brebberman

                            Title:    Chief
      Financial Officer

                             

                          
	 
      	
                            Hayes
      Lemmerz International, Inc.,

                            as Holdings

                             

                             

                          
	 
      	
                            By:

                          	
                             /s/
      Mark A. Brebberman

                          
	 
      	 
      	
                            Name: Mark A.
      Brebberman

                            Title:    Chief
      Financial Officer

                             

                          
	 
      	 
      


                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        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

                                         

                                         

                                      
	 
      	
                                        DEUTSCHE BANK SECURITIES,
      INC.,

                                        as DIP Co-Lead Arranger, Joint
      Book Runner 

                                        and Joint Syndication Agent for
      Amendment No. 2

                                         

                                      
	 
      	
                                        By:

                                      	
                                         /s/ David J.
      Crescenzi

                                      
	 
      	 
      	
                                        Name: David J.
      Crescenzi

                                        Title:    Managing
      Director

                                         

                                      
	 
      	 
      
	 
      	
                                        By:

                                      	
                                         /s/
      Frank
      Fazio

                                      
	 
      	 
      	
                                        Name: Frank
      Fazio

                                        Title:    Managing
      Director

                                         

                                      
	 
      	 
      
	 
      	 
      
	 
      	
                                        DEUTSCHE BANK SECURITIES,
      INC.,

                                        as Documentation
      Agent

                                         

                                      
	 
      	
                                        By:

                                      	
                                         /s/
      David J.
      Crescenzi

                                      
	 
      	 
      	
                                        Name: David J.
      Crescenzi

                                        Title:    Managing
      Director

                                         

                                      
	 
      	 
      
	 
      	
                                        By:

                                      	
                                         /s/
      Frank
      Fazio

                                      
	 
      	 
      	
                                        Name: Frank
      Fazio

                                        Title:    Managing
      Director

                                         

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        
          
            
              
                	 
      	
                        DEUTSCHE BANK AG NEW YORK BRANCH,

                        as DIP Lender

                         

                         

                      
	 
      	
                        By:

                      	
                         /s/
      Erin Morrissey

                      
	 
      	 
      	
                        Name: Erin
      Morrissey

                        Title:    Vice
      President

                         

                      
	 
      	
                        By:

                      	
                         /s/
      Michael M. Meagher

                      
	 
      	 
      	
                        Name: Michael M.
      Meagher

                        Title:   Vice
      President

                         

                      


              

            

          

        

      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        
          
            	 
      	
                    GENERAL ELECTRIC CAPITAL
      CORPORATION,

                    as Co-Lead Arranger, Joint Book
      Runner and Joint 

                    Syndication Agent for Amendment
      No. 2

                     

                  
	 
      	
                    By:

                  	
                     /s/
      Scott W.
      Renzulli

                  
	 
      	 
      	
                    Name: Scott W.
      Renzulli

                    Title:   Duly Authorized
      Signatory

                     

                  
	 
      	 
      


          

        

      

      


      
        
          
            	 
      	
                    GENERAL ELECTRIC CAPITAL
      CORPORATION,

                    as DIP Lender

                     

                  
	 
      	
                    By:

                  	
                     /s/
      Scott W.
      Renzulli

                  
	 
      	 
      	
                    Name: Scott W.
      Renzulli

                    Title:   Duly
      Authorized Signatory