exv4w2



 





EXHIBIT 4.2




 





REGISTRATION RIGHTS AGREEMENT




Dated as of May 30, 2007




By and Among




HAYES LEMMERZ FINANCE LLC — LUXEMBOURG S.C.A.




and




THE GUARANTORS NAMED HEREIN

as Issuers,




and




DEUTSCHE BANK AG, LONDON BRANCH,




and




CITIGROUP GLOBAL MARKETS INC.




and

UBS LIMITED




as Initial Purchasers




 





€ 130,000,000




8.250% SENIOR NOTES DUE 2015




 









 





TABLE OF CONTENTS




Page




	 	 	 	 	 	 	 	 	 	 	 
	1.
	 	Definitions	 	 	 	 	 	 	1	 
	2.
	 	Exchange Offer	 	 	 	 	 	 	5	 
	3.
	 	Shelf Registration	 	 	 	 	 	 	9	 
	4.
	 	Additional Interest	 	 	 	 	 	 	9	 
	5.
	 	Registration Procedures	 	 	 	 	 	 	11	 
	6.
	 	Registration Expenses	 	 	 	 	 	 	19	 
	7.
	 	Indemnification	 	 	 	 	 	 	20	 
	8.
	 	Rules 144 and 144A	 	 	 	 	 	 	23	 
	9.
	 	Underwritten Registrations	 	 	 	 	 	 	23	 
	10.
	 	Miscellaneous	 	 	 	 	 	 	23	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	(a)	 	No Inconsistent Agreements	 	 	 	 	 	 	22	 
	 
	 	(b)	 	Adjustments Affecting Registrable Securities	 	 	 	 	 	 	22	 
	 
	 	(c)	 	Amendments and Waivers	 	 	 	 	 	 	22	 
	 
	 	(d)	 	Notices	 	 	 	 	 	 	23	 
	 
	 	(e)	 	Successors and Assigns	 	 	 	 	 	 	24	 
	 
	 	(f)	 	Counterparts	 	 	 	 	 	 	24	 
	 
	 	(g)	 	Headings	 	 	 	 	 	 	24	 
	 
	 	(h)	 	Governing Law	 	 	 	 	 	 	24	 
	 
	 	(i)	 	Severability	 	 	 	 	 	 	24	 
	 
	 	(j)	 	Securities Held by the Company or Its Affiliates	 	 	 	 	 	 	24	 
	 
	 	(k)	 	Third Party Beneficiaries	 	 	 	 	 	 	24	 
	 
	 	(l)	 	Entire Agreement	 	 	 	 	 	 	24	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Schedule 1 Guarantors	 	 	 	 	 	 	 	 






 









 





REGISTRATION RIGHTS AGREEMENT




          This Registration Rights Agreement (the “Agreement”) is dated as of May 30, 2007 by and among
Hayes Lemmerz Finance LLC — Luxembourg S.C.A., a partnership limited by shares (“société en
commandite per actions”) under the laws of the Grand Duchy of Luxembourg (the “Company”) and an
indirect wholly owned subsidiary of HLI Operating Company, Inc., a Delaware corporation (“HLI
Opco”) and indirect subsidiary of Hayes Lemmerz International, Inc., a Delaware corporation
(“Hayes”), the other Guarantors listed on Schedule 1 hereto (together with Hayes and HLI Opco, the
“Guarantors” and, together with the Company, the “Issuers”) and Deutsche Bank AG, London Branch,
Citigroup Global Markets Inc. and UBS Limited (the “Initial Purchasers”).




          This Agreement is entered into in connection with the Amended and Restated Purchase Agreement,
dated as of May 25, 2007, by and among the Company, the Guarantors and the Initial Purchasers (the
“Purchase Agreement”) that provides for the sale by the Company to the Initial Purchasers of
€130,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2015 (the
“Notes”). The Notes will be guaranteed (the “Guarantees”) on a senior basis by the
Guarantors. The Notes and the Guarantees together are herein referred to as the “Securities.” In
order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have
agreed to provide the registration rights set forth in this Agreement for the benefit of the
Initial Purchasers and their direct and indirect transferees and assigns. The execution and
delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the
Securities under the Purchase Agreement.




          The parties hereby agree as follows:




          1. Definitions.




          As used in this Agreement, the following terms shall have the following meanings:




          Additional Interest: See Section 4(a) hereof.




          Advice: See the last paragraph of Section 5 hereof.




          Agreement: See the introductory paragraphs hereto.




          Applicable Period: See Section 2(b) hereof.





     Business Day: Any day that is not a Saturday, Sunday or a day on which banking
institutions in New York are authorized or required by law to be closed.




     Effectiveness Date: The date that is (i) 180 days after the Issue Date and (ii) with
respect to any Shelf Registration Statement, the 180th day after the delivery of a Shelf
Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Effectiveness
Date would otherwise fall on a day that is not a Business Day, then the
Effectiveness Date shall be the next succeeding Business Day.



 









 






     Effectiveness Period: See Section 3(a) hereof.




     Event Date: See Section 4(b) hereof.




     Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.




     Exchange Notes: See Section 2(a) hereof.




     Exchange Offer: See Section 2(a) hereof.




     Exchange Offer Registration Statement: See Section 2(a) hereof.




     Exchange Securities: See Section 2(a) hereof.




     Filing Date: (A) If no Exchange Offer Registration Statement has been filed by the
Company pursuant to this Agreement, the 90th day after the Issue Date; and (B) with respect
to a Shelf Registration Statement, the 90th day after the delivery of a Shelf Notice as
required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would
otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next
succeeding Business Day.




     Guarantees: See the introductory paragraphs hereto.




     Guarantors: See the introductory paragraphs hereto.




     Hayes: See the introductory paragraphs hereto.




     HLI Opco: See the introductory paragraphs hereto.




     Holder: Any holder of a Registrable Security or Registrable Securities.




     Indemnified Person: See Section 7(c) hereof.




     Indemnifying Person: See Section 7(c) hereof.




     Indenture: The Indenture, dated as of May 25, 2007, by and among the Company, the
Guarantors and U.S. Bank National Association, as Trustee, pursuant to which the Securities
are being issued, as amended or supplemented from time to time in accordance with the terms
thereof.




     Initial Purchasers: See the introductory paragraphs hereto.




     Inspectors: See Section 5(o) hereof.




     Issue Date: The date on which the Securities were sold to the Initial Purchasers
pursuant to the Purchase Agreement.




     Issuers: See the introductory paragraphs hereto.



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     NASD: See Section 5(t) hereof.




     Notes: See the introductory paragraphs hereto.




     Offering Memorandum: The final offering memorandum of the Issuers dated May 16, 2007,
in respect of the offering of the Securities.




     Participant: See Section 7(a) hereof.




     Participating Broker-Dealer: See Section 2(a) hereof.




     Person: An individual, trustee, corporation, partnership, limited liability company,
joint stock company, trust, unincorporated association, union, business association, firm or
other legal entity.




     Private Exchange: See Section 2(b) hereof.




     Private Exchange Notes: See Section 2(b) hereof.




     Private Exchange Securities: See Section 2(b) hereof.




     Prospectus: The prospectus included in any Registration Statement (including, without
limitation, any prospectus subject to completion and a prospectus that includes any
information previously omitted from a prospectus filed as part of an effective registration
statement in reliance upon Rule 430A promulgated under the Securities Act), as amended or
supplemented by any prospectus supplement, and all other amendments and supplements to the
Prospectus, with respect to the terms of the offering of any portion of the Registrable
Securities covered by such Registration Statement including post-effective amendments, and
all material incorporated by reference or deemed to be incorporated by reference in such
Prospectus.




     Purchase Agreement: See the introductory paragraphs hereto.




     Records: See Section 5(o) hereof.




     Registrable Securities: Each Security upon original issuance of the Securities and at
all times subsequent thereto, each Exchange Security (and the related Guarantee) as to which
Section 2(c)(v) hereof is applicable upon original issuance and at all times subsequent
thereto and each Private Exchange Security (and the related Guarantee) upon original
issuance thereof and at all times subsequent thereto, until in the case of any such
Security, Exchange Security or Private Exchange Security, as the case may be, the earliest
to occur of (i) a Registration Statement (other than, with respect to any Exchange Security
as to which Section 2(c)(v) hereof is applicable, the Exchange Offer Registration
Statement) covering such Security, Exchange Security or Private Exchange Security (and
the related Guarantees), as the case may be, has been declared effective by the SEC and such
Security, Exchange Security or Private Exchange Security (and the related Guarantees), as



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the case may be, has been disposed of in accordance with such effective Registration
Statement, (ii) such Security, Exchange Security or Private Exchange Security, as the case
may be, is sold in compliance with Rule 144, (iii) such Security has been exchanged for an
Exchange Security or Exchange Securities pursuant to an Exchange Offer and is entitled to be
resold without complying with the prospectus delivery requirements of the Securities Act and
(iv) such Security, Exchange Security or Private Exchange Security (and the related
Guarantees), as the case may be, ceases to be outstanding for purposes of the Indenture.




     Registration Statement: Any registration statement of the Company, including, but not
limited to, the Exchange Offer Registration Statement and any registration statement filed
in connection with a Shelf Registration Statement, filed with the SEC pursuant to the
provisions of this Agreement, including the Prospectus, amendments and supplements to such
registration statement, including post-effective amendments, all exhibits and all material
incorporated by reference or deemed to be incorporated by reference in such registration
statement.




     Regulatory Requirements: See the last paragraph of this Section.




     Rule 144: Rule 144 promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule (other than Rule 144A) or regulation hereafter
adopted by the SEC providing for offers and sales of securities made in compliance therewith
resulting in offers and sales by subsequent holders that are not affiliates of an issuer of
such securities being free of the registration and prospectus delivery requirements of the
Securities Act.




     Rule 144A: Rule 144A promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule (other than Rule 144) or regulation hereafter adopted
by the SEC.




     Rule 415: Rule 415 promulgated under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the SEC.




     SEC: The Securities and Exchange Commission.




     Securities: See the introductory paragraphs hereto.




     Securities Act: The Securities Act of 1933, as amended, and the rules and regulations
of the SEC promulgated thereunder.




     Shelf Notice: See Section 2(c) hereof.




     Shelf Registration Statement: See Section 3(a) hereof.




     TIA: The Trust Indenture Act of 1939, as amended.




     Trustee: The trustee under the Indenture and the trustee (if any) under any indenture
governing the Exchange Securities and Private Exchange Securities.



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     Underwritten registration or underwritten offering: A registration in which securities
of the Company are sold to an underwriter for reoffering to the public.



          Except as otherwise specifically provided, all references in this Agreement to acts, laws,
statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements
(collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto
and all subsequent Regulatory Requirements adopted as a replacement thereto having substantially
the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule
144A.




          2. Exchange Offer.




          (a) The Company shall file with the SEC, to the extent not prohibited by any applicable law or
applicable interpretation of the staff of the SEC no later than the Filing Date, a Registration
Statement on an appropriate registration form (the “Exchange Offer Registration Statement”) with
respect to a registered offer (the “Exchange Offer”) to exchange any and all of the Registrable
Securities (other than the Private Exchange Securities, if any) for a like aggregate principal
amount of debt securities of the Company that are identical in all material respects to the
Securities (the “Exchange Notes” and, together with the guarantees thereon, the “Exchange
Securities”) (and that are entitled to the benefits of the Indenture or a trust indenture that is
identical in all material respects to the Indenture (other than such changes to the Indenture or
any such identical trust indenture as are necessary to comply with any requirements of the SEC to
effect or maintain the qualification thereof under the TIA) and that, in either case, has been
qualified under the TIA), except that the Exchange Securities (other than Private Exchange
Securities, if any) shall have been registered pursuant to an effective Registration Statement
under the Securities Act and shall contain no restrictive legend thereon. The Exchange Offer shall
comply in all material respects with all applicable tender offer rules and regulations under the
Exchange Act. The Issuers agree to use their reasonable best efforts to (x) cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act on or before the
Effectiveness Date; (y) keep the Exchange Offer open for not less than 30 days and not more than 45
days (or longer if required by applicable law) after the date that notice of the Exchange Offer is
mailed to Holders; and (z) consummate the Exchange Offer on or prior to the 210th day following the
Issue Date; provided, however, that if such 210th day would otherwise fall on a day that is not a
Business Day, then such Exchange Offer must be consummated not later than the next succeeding
Business Day. If after such Exchange Offer Registration Statement is declared effective by the
SEC, the Exchange Offer or the issuance of the Exchange Securities thereunder is interfered with by
any stop order, injunction or other order or requirement of the SEC or any other governmental
agency or court, such Exchange Offer Registration Statement shall be deemed not to have become
effective for purposes of this Agreement during the period of such interference until the Exchange
Offer may legally resume.




          Each Holder (including, without limitation, each Participating Broker-Dealer) who participates
in the Exchange Offer will be required to represent to the Company in writing (i) that any Exchange
Securities received by it will be acquired in the ordinary course of its business, (ii) that at the
time of the commencement of the Exchange Offer such Holder has no arrangement or understanding with
any Person to participate in the distribution (within the meaning of the Securities Act) of the
Exchange Securities in violation of the provisions of the




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Securities Act, (iii) that such Holder is
not an “affiliate” (as defined in Rule 405 promulgated under the Securities Act) of the Company or
the Guarantors within the meaning of the Securities Act and is not acting on behalf of any persons
or entities who could not truthfully make the foregoing representations, (iv) if such Holder is not
a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of
Exchange Securities, and (v) if such Holder is a broker-dealer (a “Participating Broker-Dealer”),
that it will receive Exchange Securities for its own account in exchange for Securities that were
acquired as a result of market-making or other trading activities and that it will deliver a
prospectus in connection with any resale of such Exchange Securities.




          Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of
this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable
Securities that are Private Exchange Securities and Exchange Securities held by Participating
Broker-Dealers, and the Issuers shall have no further obligation to register Registrable Securities
(other than Private Exchange Securities and other than in respect of any Exchange Securities as to
which clause 2(c)(v) hereof applies) pursuant to Section 3 hereof. No securities other than the
Exchange Securities shall be included in the Exchange Offer Registration Statement.




          (b) The Issuers shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the
Initial Purchasers, that shall contain a summary statement of the positions taken or policies made
by the staff of the SEC with respect to the potential “underwriter” status of any Participating
Broker-Dealer that is the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of
Exchange Securities received by such Participating Broker-Dealer in the Exchange Offer, whether
such positions or policies have been publicly disseminated by the staff of the SEC or such
positions or policies, in the judgment of the Initial Purchasers, represent the prevailing views of
the staff of the SEC. Such “Plan of Distribution” section shall also expressly permit, to the
extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by
all Persons subject to the prospectus delivery requirements of the Securities Act, including to the
extent permitted by applicable policies and regulations of the SEC, all Participating
Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers
may resell the Exchange Securities in compliance with the Securities Act.




          The Issuers shall use their reasonable best efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus contained therein in order to permit
such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as is necessary to comply with
applicable law in connection with any resale of the Exchange Securities covered thereby; provided,
however, that such period shall not be required to exceed 90 days or such longer period if extended
pursuant to the last paragraph of Section 5 hereof (the “Applicable Period”).




          If, prior to consummation of the Exchange Offer, any Initial Purchaser holds any Securities
acquired by it and having, or that are reasonably likely to be determined to have, the status of an
unsold allotment in the initial distribution, the Issuers, upon the request of such Initial
Purchaser simultaneously with the delivery of the Exchange Securities in the Exchange Offer, shall
issue and deliver to such Initial Purchaser in exchange (the “Private Exchange”) for




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such
Securities held by such Initial Purchaser a like principal amount of debt securities of the Company
that are identical in all material respects to the Exchange Securities (the “Private Exchange
Notes” and, together with the guarantees thereon, the “Private Exchange Securities”), except for
the placement of a restrictive legend on such Private Exchange Securities. The Private Exchange
Securities shall be issued pursuant to the same indenture as the Exchange Securities and bear the
same ISIN numbers and Common Codes as the Exchange Securities if permitted by the applicable
agencies administering such codes.




          Interest on each Exchange Note will accrue (A) from the later of (i) the last interest payment
date on which interest was paid on the Note surrendered in exchange therefor, or (ii) if the Note
is surrendered for exchange on a date in a period that includes the record date for an interest
payment date to occur on or after the date of such exchange and as to which interest will be paid,
the date of such interest payment date or (B) if no interest has been paid on such Note, from the
Issue Date.





     In connection with the Exchange Offer, the Issuers shall:




     (1) 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;




     (2) use their reasonable best efforts to keep the Exchange Offer open for not less than
30 days after the date that notice of the Exchange Offer is mailed to Holders (or longer if
required by applicable law);




     (3) utilize the services of a depositary for the Exchange Offer with an address in the
Grand Duchy of Luxembourg;




     (4) 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 Exchange Offer shall remain
open; and




     (5) otherwise comply in all material respects with all applicable laws, rules and
regulations.




     As soon as practicable after the close of the Exchange Offer or the Private Exchange, as the
case may be, the Issuers shall:




     (1) accept for exchange all Registrable Securities properly tendered and not validly
withdrawn pursuant to the Exchange Offer or the Private Exchange;




     (2) deliver to the Trustee for cancellation all Registrable Securities so accepted for
exchange; and




     (3) cause the Trustee to authenticate and deliver promptly to each Holder of
Securities, Exchange Securities or Private Exchange Securities, as the case may be, equal in
principal amount to the Securities of such Holder so accepted for exchange; provided that,
in the case of any Notes held in global form by a depositary, authentication and



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delivery to
such depositary of one or more replacement Notes in global form in an equivalent principal
amount thereto for the account of such Holders in accordance with the Indenture shall
satisfy such authentication and delivery requirement.



          The Exchange Securities and the Private Exchange Securities may be issued under (i) the
Indenture or (ii) an indenture identical in all material respects to the Indenture, which in either
event has been qualified under the TIA or is exempt from such qualification and shall provide that
(1) the Exchange Securities shall not be subject to the transfer restrictions set forth in the
Indenture and (2) the Private Exchange Securities shall be subject to the transfer restrictions set
forth in the Indenture. The Indenture or such indenture described in (ii) above shall provide that
the Exchange Securities, the Private Exchange Securities and the Securities shall vote and consent
together on all matters as one class and that none of the Exchange Securities, the Private Exchange
Securities or the Securities will have the right to vote or consent as a separate class on any
matter.




          (c) If, (i) because of any change in law or in currently prevailing interpretations of the
staff of the SEC, the Issuers are not permitted to effect an Exchange Offer, (ii) the Exchange
Offer Registration Statement is not declared effective by the Effectiveness Date; (iii) the
Exchange Offer is not consummated within 210 days of the Issue Date; provided, however, that if
such 210th day would otherwise fall on a day that is not a Business Day, then such Exchange Offer
must be consummated not later than the next succeeding Business Day (provided that if the Exchange
Offer shall be consummated after such 210-day period, then the Issuers’ obligation under this
clause (iii) arising from the failure of the Exchange Offer to be consummated within such 210-day
period shall terminate), (iv) any Initial Purchaser holding Private Exchange Securities so requests
at any time within 90 days after the consummation of the Private Exchange, (v) because of any
changes in law or in currently prevailing interpretations of the staff of the SEC, a Holder (other
than an Initial Purchaser holding Securities acquired directly from the Issuers) is not permitted
to participate in the Exchange Offer or (vi) in the case of any Holder that participates in the
Exchange Offer, such Holder does not receive Exchange Securities on the date of the exchange that
may be sold without restriction under state and federal securities laws (other than due solely to
the status of such Holder as an affiliate of the Company or any of the Guarantors within the
meaning of the Securities Act), then the Company shall promptly deliver written notice thereof (the
“Shelf Notice”) to the Trustee and in the case of clauses (i), (ii), (iii) and (v), all Holders, in
the case of clause (iv), the Holders of the Private Exchange Securities and in the case of clause
(vi), the affected Holder, shall file a Shelf Registration Statement pursuant to Section 3 hereof.




          3. Shelf Registration.




          If a Shelf Notice is delivered as contemplated by Section 2(c) hereof, then:





     (a) Shelf Registration. The Issuers shall, at their sole expense, file with the SEC a
Registration Statement for an offering to be made on a continuous basis pursuant to Rule 415
covering all of the Registrable Securities not exchanged in the Exchange Offer, Private
Exchange Notes and Exchange Notes as to which Section 2(c)(iv) is applicable (the “Shelf
Registration Statement”). The Issuers shall use their reasonable best efforts to file with
the SEC the Shelf Registration Statement on or prior to the applicable



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Filing Date. The
Shelf Registration Statement shall be on Form S-1 or another appropriate form permitting
registration of such Registrable Securities for resale by Holders in the manner or manners
designated by them (including, without limitation, one or more underwritten offerings). The
Issuers shall not permit any securities other than the Registrable Securities to be included
in the Shelf Registration Statement.




     The Issuers shall use their reasonable best efforts to cause the Shelf Registration
Statement to be declared effective under the Securities Act on or prior to the Effectiveness
Date and to keep the Shelf Registration Statement continuously effective under the
Securities Act until the date that is two years from the Issue Date or such shorter period
ending when all Registrable Securities covered by the Shelf Registration Statement have been
sold in the manner set forth and as contemplated in the Shelf Registration Statement or
cease to be outstanding (the “Effectiveness Period”); provided, however, that the
Effectiveness Period in respect of the Shelf Registration Statement shall be extended to the
extent required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the Securities Act and as otherwise provided herein.




     In the event that a Shelf Registration Statement is filed, the Issuers shall provide to
each Holder copies of the prospectus that is part of the Shelf Registration Statement,
notify each such Holder when the Shelf Registration Statement for the Registrable Securities
covered by the Shelf Registration Statement has become effective and take certain other
actions as are required to permit unrestricted resales of the Registrable Securities covered
by the Shelf Registration Statement. A Holder that sells Registrable Securities covered by
the Shelf Registration Statement pursuant to the Shelf Registration Statement will be (x)
required to be named as a selling security holder in the related prospectus and to deliver a
prospectus to purchasers, (y) subject to certain of the civil liability provisions under the
Securities Act in connection with such sales and (z) bound by the provisions of this
Agreement that are applicable to such a Holder (including Section 7 hereof).




     (b) Withdrawal of Stop Orders. If the Shelf Registration Statement ceases to be
effective for any reason at any time during the Effectiveness Period (other than because of
the sale of all of the securities registered thereunder), the Issuers shall use their
reasonable best efforts to obtain the prompt withdrawal of any order suspending the
effectiveness thereof.




     (c) Supplements and Amendments. The Issuers shall promptly supplement and amend the Shelf Registration Statement if
required by the rules, regulations or instructions applicable to the registration form used
for such Shelf Registration Statement, if required by the Securities Act, or if reasonably
requested by the Holders of a majority in aggregate principal amount of the Registrable
Securities covered by such Registration Statement or by any underwriter of such Registrable
Securities.



          4. Additional Interest.




          (a) The Issuers and the Initial Purchasers agree that the Holders of Registrable Securities
will suffer damages if the Issuers fail to fulfill their obligations under Section 2 or Section 3
hereof and that it would not be feasible to ascertain the extent of such damages with




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precision.
Accordingly, the Issuers agree to pay, as liquidated damages, additional interest on the Securities
(“Additional Interest”) under the circumstances and to the extent set forth below (without
duplication):





     (1) if neither the Exchange Offer Registration Statement nor the Shelf Registration
Statement has been filed on or prior to 90 days after the Issue Date, then, commencing on
the day after any such Filing Date, Additional Interest shall accrue on the Securities over
and above the stated interest at a rate of 0.25% per annum for the first 90 days immediately
following the Filing Date, such Additional Interest rate increasing by an additional 0.25%
per annum at the beginning of each subsequent 90-day period;




     (2) if neither the Exchange Offer Registration Statement nor the Shelf Registration
Statement is declared effective by the SEC on or prior to 180 days after the Issue Date,
then, commencing on the day after such required effective date, Additional Interest shall
accrue on the principal amount of the Notes at a rate of 0.25% per annum for the first 90
days immediately following each such filing date, such Additional Interest rate increasing
by an additional 0.25% per annum at the beginning of each subsequent 90-day period;




     (3) if the Issuers have not exchanged Exchange Notes for all Notes validly tendered in
accordance with the terms of the Exchange Offer on or prior to the 210th day after the Issue
Date; provided, however, that if such 210th day would otherwise fall on a day that is not a
Business Day, then such Exchange Offer must be consummated not later than the next
succeeding Business Day, then Additional Interest shall accrue on the principal amount of
the Notes at a rate of 0.25% per annum for the first 90 days commencing on the 210th day
after the Issue Date; such Additional Interest rate increasing by an additional 0.25% per
annum at the beginning of each such subsequent 90-day period; and




     (4) if after either the Exchange Offer Registration Statement or Shelf Registration
Statement has been declared effective, such Registration Statement thereafter ceases to be
effective or unusable in connection with resales of Securities in accordance with or during
the periods specified in this Agreement, then the Additional Interest shall accrue on the
principal amount of the Notes at a rate of 0.25% per annum for the first 90
days commencing on the date such Registration Statement ceases to be effective or
unusable, such Additional Interest rate increasing by an additional 0.25% per annum at the
beginning of each such subsequent 90-day period;


provided, however, that the Additional Interest rate on the Securities may not accrue under more
than one of the foregoing clauses (i) through (iv) of this Section 4(a) at the same time and at no
time shall the aggregate amount of Additional Interest accruing exceed at any one time in the
aggregate 1.0% per annum; and provided, further, however, that (1) upon the filing of the Exchange
Offer Registration Statement or a Shelf Registration Statement (in the case of clause (i) of this
Section 4(a)), (2) upon the effectiveness of the Exchange Offer Registration Statement or the Shelf
Registration Statement (in the case of clause (ii) of this Section 4(a)), (3) upon the exchange of
Exchange Securities for all Securities tendered (in the case of clause (iii) of this Section 4(a)),
or (4) upon the effectiveness of the applicable Registration Statement that had ceased to remain
effective (in the case of clause (iv) of this Section 4(a)), Additional Interest on the




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Securities
as a result of such clause (or the relevant subclause thereof), as the case may be, shall cease to
accrue.




          (b) The Issuers shall notify the Trustee within one Business Day after each and every date on
which an event occurs in respect of which Additional Interest is required to be paid (an “Event
Date”). Any amounts of Additional Interest due pursuant to clause (a)(i), (a)(ii), (a)(iii) or
(a)(iv) of this Section 4 will be payable in cash semi-annually on each June 15 and December 15,
commencing December 15, 2007 (to the holders of record on the June 1 and December 1 immediately
preceding such dates), the same original interest dates as the Securities, commencing with the
first such date occurring after any such Additional Interest commences to accrue. The amount of
Additional Interest will be determined by multiplying the applicable Additional Interest rate by
the principal amount of the Registrable Securities, multiplied by a fraction, the numerator of
which is the number of days such Additional Interest rate was applicable during such period
(determined on the basis of a 360-day year consisting of twelve 30-day months and, in the case of a
partial month, the actual number of days elapsed) and the denominator of which is 360.




          5. Registration Procedures.




          In connection with the filing of any Registration Statement pursuant to Sections 2 or 3
hereof, the Issuers shall effect such registrations to permit the sale of the securities covered
thereby in accordance with the intended method or methods of disposition thereof, and pursuant
thereto and in connection with any Registration Statement filed by the Issuers hereunder, the
Issuers shall:





     (a) Prepare and file with the SEC prior to the Filing Date, a Registration Statement or
Registration Statements as prescribed by Sections 2 or 3 hereof, and use their reasonable
best efforts to cause each such Registration Statement to become effective and remain
effective as provided herein; provided, however, that, if (1) such filing is pursuant to
Section 3 hereof or (2) a Prospectus contained in an Exchange Offer Registration Statement
filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Securities
during the Applicable Period, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Issuers shall furnish to and afford the Holders of
the Registrable Securities covered by such Registration Statement or each such Participating
Broker-Dealer, as the case may be, their counsel and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies of any
documents to be incorporated by reference therein and all exhibits thereto) proposed to be
filed (in each case, at least three Business Days prior to such filing). The Issuers shall
not file any Registration Statement or Prospectus or any amendments or supplements thereto
if the Holders of a majority in aggregate principal amount of the Registrable Securities
covered by such Registration Statement, or any such Participating Broker-Dealer, as the case
may be, or their counsel, or the managing underwriters, if any, shall reasonably object on a
timely basis.




     (b) Prepare and file with the SEC such amendments and post-effective amendments to each
Shelf Registration Statement or Exchange Offer Registration



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Statement, as the case may be,
as may be necessary to keep such Registration Statement continuously effective for the
Effectiveness Period or the Applicable Period, as the case may be; cause the related
Prospectus to be supplemented by any prospectus supplement required by applicable law, and
as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in
force) promulgated under the Securities Act; and comply in all material respects with the
provisions of the Securities Act and the Exchange Act applicable to it with respect to the
disposition of all securities covered by such Registration Statement as so amended or in
such Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such Prospectus.




     (c) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, the
Company shall notify the selling Holders of Registrable Securities, or each such
Participating Broker-Dealer, as the case may be, and the managing underwriters, if any,
promptly (but in any event within two Business Days) and confirm such notice in writing, (i)
when a Prospectus or any Prospectus supplement or post-effective amendment has been filed,
and, with respect to a Registration Statement or any post-effective amendment, when the same
has become effective under the Securities Act (including in such notice a written statement
that any Holder may, upon request, obtain, at the sole expense of the Issuers, one conformed
copy of such Registration Statement or post-effective amendment including financial
statements and schedules, documents incorporated or deemed to be incorporated by reference
and exhibits), (ii) of the issuance by the SEC of any stop order suspending the
effectiveness of a Registration Statement or of any order preventing or suspending the use
of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii)
if at any time when a prospectus is required by the Securities Act to be delivered in
connection with sales of the Registrable Securities or resales of Exchange Securities by
Participating Broker-Dealers the representations and warranties of the Issuers contained in
any agreement (including any underwriting agreement),
contemplated by Section 5(n) hereof cease to be true and correct, (iv) of the receipt
by any Issuer of any notification with respect to the suspension of the qualification or
exemption from qualification of a Registration Statement or any of the Registrable
Securities or the Exchange Securities to be sold by any Participating Broker-Dealer for
offer or sale in any jurisdiction, or the initiation or written threat of any proceeding for
such purpose, (v) of the happening of any event, the existence of any condition or any
information becoming known that makes any statement made in such Registration Statement or
related Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respects or that requires the making of any material
changes in or amendments or supplements to such Registration Statement, Prospectus or
documents so that, in the case of the Registration Statement, it will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, and that in the case of
the Prospectus, it will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading and (vi) of the



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Issuers’ determination that a post-effective amendment to a Registration Statement would be
appropriate.




     (d) Use their reasonable best efforts to obtain the withdrawal of any order suspending
the effectiveness of a Registration Statement or the qualification (or exemption from
qualification) of any of the Registrable Securities or the Exchange Securities for sale in
any jurisdiction at the earliest possible moment.




     (e) If a Shelf Registration Statement is filed pursuant to Section 3 and if requested
in writing by the managing underwriter or underwriters, if any, or the Holders of a majority
in aggregate principal amount of the Registrable Securities being sold in connection with an
underwritten offering, (i) promptly incorporate in a prospectus supplement or post-effective
amendment such information as the managing underwriter or underwriters, if any, such Holders
or counsel for any of them determine is reasonably necessary to be included therein, (ii)
make all required filings of such prospectus supplement or such post-effective amendment as
soon as practicable after the Company has received notification of the matters to be
incorporated in such prospectus supplement or post-effective amendment and (iii) supplement
or make amendments to such Registration Statement; provided, however, that the Issuers shall
not be required to take any action pursuant to this Section 5(e) that would violate
applicable law.




     (f) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, furnish to
each selling Holder of Registrable Securities and to each such Participating Broker-Dealer
who so requests in writing and to their respective counsel and each managing underwriter, if
any, at the sole expense of the Issuers, one conformed copy of the Registration Statement or
Registration Statements and each post-effective amendment thereto, including financial
statements and schedules.




     (g) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, deliver to
each selling Holder of Registrable Securities, or each such Participating Broker-Dealer, as
the case may be, their respective counsel and the underwriters, if any, at the sole expense
of the Issuers, as many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto and any documents
incorporated by reference therein as such Persons may reasonably request in writing; and,
subject to the last paragraph of this Section 5, the Issuers hereby consent to the use of
such Prospectus and each amendment or supplement thereto by each of the selling Holders of
Registrable Securities or each such Participating Broker-Dealer, as the case may be, and the
underwriters or agents, if any, and dealers, if any, in connection with the offering and
sale of the Registrable Securities covered by, or the sale by Participating Broker-Dealers
of the Exchange Securities pursuant to, such Prospectus and any amendment or supplement
thereto.



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     (h) Prior to any public offering of Registrable Securities or Exchange Securities or
any delivery of a Prospectus contained in the Exchange Offer Registration Statement by any
Participating Broker-Dealer who seeks to sell Exchange Securities during the Applicable
Period, to use their reasonable best efforts to register or qualify and to cooperate with
the selling Holders of Registrable Securities or each such Participating Broker-Dealer, as
the case may be, the managing underwriter or underwriters, if any, and their respective
counsel in connection with the registration or qualification (or exemption from such
registration or qualification) of such Registrable Securities for offer and sale under the
securities or Blue Sky laws of such jurisdictions within the United States as any selling
Holder, Participating Broker-Dealer or the managing underwriter or underwriters reasonably
request in writing; provided, however, that where Exchange Securities held by Participating
Broker-Dealers or Registrable Securities are offered other than through an underwritten
offering, the Issuers agree to cause their counsel to perform Blue Sky investigations and
file registrations and qualifications required to be filed pursuant to this Section 5(h), as
may be reasonably requested by the Holder in writing; use their reasonable best efforts to
keep each such registration or qualification (or exemption therefrom) effective during the
period such Registration Statement is required to be kept effective and do any and all other
acts or things reasonably necessary or advisable to enable the disposition in such
jurisdictions of the Exchange Securities held by Participating Broker-Dealers or the
Registrable Securities covered by the applicable Registration Statement; provided, however,
that no Issuer shall be required to (A) qualify generally to do business in any jurisdiction
where it is not then so qualified, (B) take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject or (C) subject
itself to taxation in any such jurisdiction where it is not then so subject.




     (i) If a Shelf Registration Statement is filed pursuant to Section 3 hereof, cooperate
with the selling Holders of Registrable Securities and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates shall not bear any
restrictive legends and shall be in a form eligible for deposit with Euroclear Bank or
Clearstream
Banking; and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriter or underwriters, if any, or Holders may
reasonably request.




     (j) Use their reasonable best efforts to cause the Registrable Securities covered by
the Registration Statement to be registered with or approved by such other governmental
agencies or authorities, as may be reasonably requested by the Holder in writing and as may
be reasonably necessary to enable the Holders thereof or the underwriter or underwriters, if
any, to consummate the disposition of such Registrable Securities, except as may be required
solely as a consequence of the nature of such selling Holder’s business, in which case the
Issuers will cooperate in all reasonable respects with the filing of such Registration
Statement and the granting of such approvals.




     (k) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period,



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upon the
occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as
practicable, prepare and (subject to Section 5(a) hereof) file with the SEC, at the Issuers’
sole expense, a supplement or post-effective amendment to the Registration Statement or a
supplement to the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference, or file any other required document so that, as
thereafter delivered to the purchasers of the Registrable Securities being sold thereunder
or to the purchasers of the Exchange Securities to whom such Prospectus will be delivered by
a Participating Broker-Dealer, any such Prospectus will not 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, in the light of the circumstances under which they were made,
not misleading.




     (l) Use their reasonable best efforts to cause the Registrable Securities covered by a
Registration Statement or the Exchange Securities, as the case may be, to be rated with the
appropriate rating agencies, if so requested by the Holders of a majority in aggregate
principal amount of Registrable Securities covered by such Registration Statement or the
Exchange Securities, as the case may be, or the managing underwriter or underwriters, if
any.



     (m) Prior to the effective date of the first Registration Statement relating to the
Registrable Securities, (i) provide the Trustee with certificates for the Registrable
Securities or Exchange Securities, as the case may be, in a form eligible for deposit with
Euroclear and Clearstream and (ii) provide ISIN numbers and Common Codes for the Registrable
Securities or Exchange Securities, as the case may be.



     (n) In the event the Issuer opts for an underwritten offering of Registrable Securities
pursuant to a Shelf Registration Statement, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Securities and take
all such other actions as are reasonably requested by the managing underwriter or
underwriters in order to expedite or facilitate the registration or the disposition of such
Registrable Securities and, in such connection, (i) make such representations and
warranties to, and covenants with, the underwriters with respect to the business of the
Issuers and their subsidiaries (including any acquired business, properties or entity, if
applicable) and the Registration Statement, Prospectus and documents, if any, incorporated
or deemed to be incorporated by reference therein, in each case, as are customarily made by
issuers to underwriters in underwritten offerings of debt securities similar to the
Securities, and confirm the same in writing if and when requested; (ii) obtain the written
opinion of counsel to the Issuers and written updates thereof in form, scope and substance
reasonably satisfactory to the managing underwriter or underwriters, addressed to the
underwriters covering the matters customarily covered in opinions requested in underwritten
offerings of debt similar to the Securities and such other matters as may be reasonably
requested by the managing underwriter or underwriters; (iii) obtain “cold comfort” letters
and updates thereof in form, scope and substance reasonably satisfactory to the managing
underwriter or underwriters from the independent certified public accountants of the Issuers
(and, if necessary, any other independent certified public accountants of any subsidiary of
any Issuer or of any business acquired by any Issuer for which financial statements and
financial data are, or are required to be, included or incorporated by reference



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in the
Registration Statement), addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in “cold comfort”
letters in connection with underwritten offerings of debt securities similar to the
Securities and such other matters as reasonably requested by the managing underwriter or
underwriters; and (iv) if an underwriting agreement is entered into, the same shall contain
indemnification provisions and procedures no less favorable than those set forth in Section
7 hereof (or such other provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of Registrable Securities covered by such Registration Statement
and the managing underwriter or underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section. The above shall be done at each closing under such
underwriting agreement, or as and to the extent required thereunder.




     (o) If (1) a Shelf Registration Statement is filed pursuant to Section 3 hereof or (2)
a Prospectus contained in an Exchange Offer Registration Statement filed pursuant to Section
2 hereof is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Securities during the Applicable Period, upon
reasonable advance notice, make available for inspection by any selling Holder of such
Registrable Securities being sold, or each such Participating Broker-Dealer, as the case may
be, any underwriter participating in any such disposition of Registrable Securities, if any,
and any attorney, accountant or other agent retained by any such selling Holder or each such
Participating Broker-Dealer, as the case may be or underwriter (collectively, the
“Inspectors”), at the offices where normally kept, during reasonable business hours without
interfering in the orderly business of the Issuers, all financial and other relevant
records, pertinent corporate documents and instruments of the Issuers and their subsidiaries
(collectively, the “Records”) as shall be reasonably necessary to enable them to exercise
any applicable due diligence responsibilities, and cause the respective officers, directors
and employees of the Issuers and their subsidiaries to supply all information reasonably
requested by any such Inspector in connection with such Registration Statement. Any such
access granted to the Inspectors under this Section 5(o) shall be subject to the prior
receipt by the Issuers of written undertakings, in form and substance
reasonably satisfactory to the Issuers, to preserve the confidentiality of any
information deemed by the Issuers to be confidential. Records that the Company determines,
in good faith, to be confidential and any Records that it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (i) the Company determines that
disclosure of such Records is necessary to avoid or correct a material misstatement or
omission in such Registration Statement, (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction, or (iii) the
information in such Records has been made generally available to the public. Each selling
Holder of such Registrable Securities and each such Participating Broker Dealer will be
required to agree that information obtained by it as a result of such inspections shall be
deemed confidential and shall not be used by it as the basis for any market transactions in
the securities of the Company unless and until such information is generally available to
the public. Each selling Holder of such Registrable Securities and each such Participating
Broker Dealer will be required to further agree that it will, upon learning that disclosure
of such Records is sought in a court of competent jurisdiction, give notice to the Issuers
and allow the Issuers to undertake appropriate action to prevent disclosure of the Records
deemed confidential at the Issuers’ sole expense.



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     (p) Provide an indenture trustee for the Registrable Securities or the Exchange
Securities, as the case may be, and cause the Indenture or the trust indenture provided for
in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the
effective date of the Exchange Offer or the first Registration Statement relating to the
Registrable Securities; and in connection therewith, cooperate with the trustee under any
such indenture and the Holders of the Registrable Securities, to effect such changes to such
indenture as may be required for such indenture to be so qualified in accordance with the
terms of the TIA; and execute, and use their reasonable best efforts to cause such trustee
to execute, all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable such indenture to be so qualified in a
timely manner.



     (q) Comply in all material respects with all applicable rules and regulations of the
SEC and make generally available to its securityholders earning statements satisfying the
provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period is a fiscal
year) (i) commencing at the end of any fiscal quarter in which Registrable Securities are
sold to underwriters in a firm commitment or reasonable best efforts underwritten offering
and (ii) if not sold to underwriters in such an offering, commencing on the first day of the
first fiscal quarter of the Company after the effective date of a Registration Statement,
which statements shall cover said 12-month periods.



     (r) Upon consummation of an Exchange Offer or a Private Exchange, if requested, obtain
an opinion of counsel to the Issuers, who may, at the Issuers’ election, be internal counsel
to Hayes or HLI Opco, in a form customary for underwritten transactions, addressed to the
Trustee for the benefit of all Holders of Registrable Securities participating in the
Exchange Offer or the Private Exchange, as the case may be, that the Exchange Securities or
Private Exchange Securities, as the case may be, and the related indenture constitute
legal, valid and binding obligations of the Issuers, enforceable
against the Issuers in accordance with its respective terms, subject to customary exceptions
and qualifications.



     (s) If an Exchange Offer or a Private Exchange is to be consummated, upon delivery of
the Registrable Securities by Holders to the Company (or to such other Person as directed by
the Company) in exchange for the Exchange Securities or the Private Exchange Securities, as
the case may be, the Company shall mark, or cause to be marked, on such Registrable
Securities that such Registrable Securities are being cancelled in exchange for the Exchange
Securities or the Private Exchange Securities, as the case may be; in no event shall such
Registrable Securities be marked as paid or otherwise satisfied.



     (t) Cooperate with each seller of Registrable Securities covered by any Registration
Statement and each underwriter, if any, participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made
with the National Association of Securities Dealers, Inc. (the “NASD”).



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     (u) Use their reasonable best efforts to take all other steps necessary or advisable to
effect the registration of the Registrable Securities covered by a Registration Statement
contemplated hereby.



          The Company may require each seller of Registrable Securities as to which any registration is
being effected to furnish to the Company such information regarding such seller and the
distribution of such Registrable Securities as the Company may, from time to time, reasonably
request. The Issuers may exclude from such registration the Registrable Securities of any seller
who unreasonably fails to furnish such information within a reasonable time after receiving such
request and in such event shall have no further obligation under this Agreement (including, without
limitation, obligations under Section 4 hereof) with respect to such seller or any subsequent
holder of such Registrable Securities. Each seller as to which any Shelf Registration Statement is
being effected agrees to furnish promptly to the Company all information required to be disclosed
in order to make the information previously furnished to the Issuers by such seller not materially
misleading.




          Each Holder of Registrable Securities and each Participating Broker-Dealer agrees by
acquisition of such Registrable Securities or Exchange Securities to be sold by such Participating
Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Issuers of the
happening of any event of the kind described in Sections 5(c)(ii), 5(c)(iv), 5(c)(v) or 5(c)(vi)
hereof, such Holder will forthwith discontinue disposition of such Registrable Securities covered
by such Registration Statement or Prospectus or Exchange Securities to be sold by such Holder or
Participating Broker-Dealer, as the case may be, until such Holder’s or Participating
Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof, or until it is advised in writing (the “Advice”) by the Company that the use
of the applicable Prospectus may be resumed, and has received copies of any amendments or
supplements thereto. During any such discontinuance, no Additional Interest shall accrue or
otherwise be payable on the Registrable Securities. In the event that the Issuers shall give any
such notice, each of the Effectiveness Period and the Applicable Period shall be extended by the
number of days during such periods from and including the date of the giving of
such notice to and including the date when each seller of Registrable Securities covered by
such Registration Statement or Exchange Securities to be sold by such Participating Broker-Dealer,
as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus
contemplated by Section 5(k) hereof or (y) the Advice.




          6. Registration Expenses.




          (a) All fees and expenses incurred in connection with the performance of or compliance with
Sections 2, 3 and 5 of this Agreement by the Issuers, shall be borne by the Issuers whether or not
the Exchange Offer or a Shelf Registration Statement is filed or becomes effective (including, in
the case of an Exchange Offer Registration Statement, reasonable fees and disbursements of one
special counsel for the sellers of Registrable Securities, subject to the provisions of Section
6(b) hereof).




          (b) The Issuers shall reimburse the Holders of the Registrable Securities being registered in
a Shelf Registration Statement for the reasonable fees and disbursements of not




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more than one
counsel chosen by the Holders of a majority in aggregate principal amount of the Registrable
Securities to be included in such Registration Statement.




          7. Indemnification.




          (a) The Issuers agree to indemnify and hold harmless each Holder of Registrable Securities
offered pursuant to a Shelf Registration Statement and each Participating Broker-Dealer selling
Exchange Securities during the Applicable Period, the officers and directors of each such Person or
its affiliates, and each other Person, if any, who controls any such Person or its affiliates
within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act
(each, a “Participant”), from and against any and all losses, claims, damages and liabilities
(including, without limitation, the reasonable legal fees and other expenses actually incurred in
connection with any suit, action or proceeding or any claim asserted) caused by, arising out of or
based upon any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement pursuant to which the offering of such Registrable Securities or Exchange
Securities, as the case may be, is registered (or any amendment thereto) or related Prospectus (or
any amendments or supplements thereto) or any related preliminary prospectus, or caused by, arising
out of or based upon any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that the Issuers will not be
required to indemnify a Participant if (i) such losses, claims, damages or liabilities are caused
by any untrue statement or omission or alleged untrue statement or omission made in reliance upon
and in conformity with information relating to any Participant furnished to the Company in writing
by or on behalf of such Participant expressly for use therein or (ii) if such Participant sold to
the person asserting the claim the Registrable Securities or Exchange Securities that are the
subject of such claim and such untrue statement or omission or alleged untrue statement or omission
was contained or made in any preliminary prospectus and corrected in the
Prospectus or any amendment or supplement thereto and the Prospectus does not contain any
other untrue statement or omission or alleged untrue statement or omission of a material fact that
was the subject matter of the related proceeding and such Participant failed to deliver or provide
a copy of the Prospectus (as amended or supplemented) to such Person with or prior to the
confirmation of the sale of such Registrable Securities or Exchange Securities sold to such Person
if required by applicable law, unless such failure to deliver or provide a copy of the Prospectus
(as amended or supplemented) was a result of noncompliance by the Issuers with Section 5 of this
Agreement.




          (b) Each Participant agrees, severally and not jointly, to indemnify and hold harmless the
Company and each of the Guarantors, the Company’s directors and officers, each Guarantor’s
directors and officers and each Person who controls any Issuer within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Issuers to each Participant, but only (i) with reference to information relating to such
Participant furnished to the Issuers in writing by or on behalf of such Participant expressly for
use in any Registration Statement or Prospectus, any amendment or supplement thereto or any
preliminary prospectus or (ii) with respect to any untrue statement or representation made by such
Participant in writing to the Company.





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          (c) If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person in respect of which
indemnity may be sought pursuant to either of the two preceding paragraphs, such Person (the
"Indemnified Person”) shall promptly notify the Person against whom such indemnity may be sought
(the “Indemnifying Person”) in writing, and the Indemnifying Person, upon request of the
Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to
represent the Indemnified Person and any others the Indemnifying Person may reasonably designate in
such proceeding and shall pay the reasonable fees and expenses actually incurred by such counsel
related to such proceeding; provided, however, that the failure to so notify the Indemnifying
Person shall not relieve it of any obligation or liability that it may have hereunder or otherwise
(unless and only to the extent that the Indemnifying Person has been prejudiced by such failure).
In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i)
the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the
contrary, (ii) the Indemnifying Person shall have failed within a reasonable period of time to
retain counsel reasonably satisfactory to the Indemnified Person or (iii) if the defendants in any
such proceeding include both the Indemnified Person and the Indemnifying Person and the Indemnified
Person shall have concluded that there may be legal defenses available to it that are different
from or additional to those available to the Indemnifying Person; provided that selection of such
counsel pursuant to this clause (iii) by the Indemnified Person shall be subject to the reasonable
approval of the Indemnifying Person; and provided, further that in connection with such proceeding
the Indemnifying Person shall not be liable for the expenses of more than one separate counsel in
any jurisdiction. It is understood that the Indemnifying Person shall not, in connection with any
one such proceeding or separate but substantially similar related proceeding in the same
jurisdiction arising out of the same general allegations, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all Indemnified Persons. Any
such separate firm for the Participants and such control Persons of Participants shall be
designated in writing by Participants who sold a majority in interest of Registrable Securities and
Exchange Securities sold by all such Participants and any such separate firm for the Issuers, their
directors, their officers and such control Persons of the Issuers shall be designated in writing by
the Issuers. The Indemnifying Person shall not be liable for any settlement of any proceeding
effected without its prior written consent, but if settled with such consent or if there be a final
non-appealable judgment for the plaintiff for which the Indemnified Person is entitled to
indemnification pursuant to this Agreement, the Indemnifying Person agrees to indemnify and hold
harmless each Indemnified Person from and against any loss or liability by reason of such
settlement or judgment in accordance with, and subsequent to the limitations of, this Section 7.
No Indemnifying Person shall, without the prior written consent of the Indemnified Person (which
consent shall not be unreasonably withheld or delayed), effect any settlement or compromise of any
pending or threatened proceeding in respect of which indemnity has been sought hereunder by such
Indemnified Person, unless such settlement (A) includes an unconditional written release
of such
Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from
all liability on claims that are the subject matter of such proceeding and (B) does not include any
statement as to an admission of fault, culpability or failure to act by or on behalf of any
Indemnified Person.




     (d) If the indemnification provided for in the first and second paragraphs of this Section 7
is for any reason unavailable to, or insufficient to hold harmless, an Indemnified



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Person in
respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraphs shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities in such proportion as is
appropriate to reflect the relative fault of the Indemnifying Person or Persons on the one hand and
the Indemnified Person or Persons on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or
actions in respect thereof). The relative fault of the parties shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the
Issuers on the one hand or such Participant or such other Indemnified Person, as the case may be,
on the other, the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission, and any other equitable considerations appropriate
in the circumstances.




          (e) The parties agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined by pro rata allocation (even if the Participants were treated as one
entity for such purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in the immediately preceding paragraph. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include, subject to the
limitations set forth above, any reasonable legal or other expenses actually incurred by such
Indemnified Person in connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this Section 7, in no event shall a Participant be required to
contribute any amount in excess of the amount by which proceeds received by such Participant from
sales of Registrable Securities or Exchange Securities, as the case may be, exceeds the amount of
any damages that such Participant has otherwise been required to pay or has paid by reason of such
untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent misrepresentation.




          (f) The indemnity and contribution agreements contained in this Section 7 will be in addition
to any liability that the Indemnifying Persons may otherwise have to the Indemnified Persons
referred to above.




          8. Rules 144 and 144A.




          The Company covenants that it will file the reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in
a timely manner in accordance with the requirements of the Securities Act and the Exchange Act and,
if at any time the Company is not required to file such reports, it will, upon the request of any
Holder of Registrable Securities, make publicly available annual reports and such information,
documents and other reports of the type specified in Sections 13 and 15(d) of
the Exchange Act. The Company further covenants for so long as any Registrable Securities
remain outstanding, to make available to any Holder or beneficial owner of Registrable Securities
in connection with any sale thereof and any prospective purchaser of such Registrable Securities




-23-









 








from such Holder or beneficial owner the information required by Rule 144A(d)(4) under the
Securities Act in order to permit resales of such Registrable Securities pursuant to Rule 144A.




          9.
Underwritten Registrations.




          If any of the Registrable Securities covered by any Shelf Registration Statement are to be
sold in an underwritten offering, which underwritten offering shall be undertaken at the option of
the Issuers, the investment banker or investment bankers and manager or managers that will manage
the offering will be selected by the Holders of a majority in aggregate principal amount of such
Registrable Securities included in such offering and reasonably acceptable to the Issuers.




          No Holder of Registrable Securities may participate in any underwritten registration hereunder
unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in
any underwriting arrangements approved by the Persons entitled hereunder to approve such
arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such underwriting
arrangements.




          10. Miscellaneous.




          (a)No Inconsistent Agreements. None of the Issuers has entered into, as of the date hereof, and
shall not, after the date of this Agreement, enter into any agreement with respect to any of the
Company’s securities that is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof. None of the
Issuers have entered and will not enter into any agreement with respect to any of the Company’s
securities that will grant to any Person piggy-back registration rights with respect to a
Registration Statement.




          (b) Adjustments Affecting Registrable Securities. No Issuer shall, directly or indirectly, take
any action with respect to the Registrable Securities as a class that would adversely affect the
ability of the Holders of Registrable Securities to include such Registrable Securities in a
registration undertaken pursuant to this Agreement.




          (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers
or consents to departures from the provisions hereof may not be given, otherwise than with the
prior written consent of the Holders of not less than a majority in aggregate principal amount of
the then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver or consent to
depart from the provisions hereof with respect to a matter that relates exclusively to the rights
of Holders of Registrable Securities whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or compromise the rights
of other Holders of Registrable Securities may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Securities being sold by such Holders pursuant to
such Registration Statement; provided, however, that the provisions of this sentence may not be
amended, modified or supplemented except in accordance with the provisions of the immediately
preceding sentence.




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          (d) Notices. All notices and other communications (including without limitation any notices or
other communications to the Trustee) provided for or permitted hereunder shall be made in writing
by hand-delivery, registered first-class mail, next-day air courier or facsimile:





     (i) if to a Holder of the Registrable Securities or any Participating Broker-Dealer, at
the most current address of such Holder or Participating Broker-Dealer, as the case may be,
set forth on the records of the registrar under the Indenture, with a copy in like manner to
the Initial Purchasers as follows:


Deutsche Bank Securities Inc.

60 Wall Street

New York, NY 10005

Facsimile No.: (212) 797-4873

Attention: Corporate Finance Department



with a copy to:



Cahill Gordon & Reindel LLP

80 Pine Street

New York, NY 10005

Facsimile No.: (212) 269-5420

Attention: William B. Gannett, Esq.





     (ii) if to the Initial Purchasers, at the addresses specified in Section 10(d)(1)




     (iii) if to any Issuer, at the address as follows:


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

c/o Hayes Lemmerz International Inc.

15300 Centennial Drive

Northville, MI 48167

Attention: James A. Yost

                  Patrick C. Cauley

Facsimile No.: (734) 737-5907



with a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

4 Times Square

New York, NY 10036

Facsimile No.: (212) 735-2000

Attention: Richard B. Aftanas, Esq.




          All such notices and communications shall be deemed to have been duly given: when delivered
by hand, if personally delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; one Business Day after being timely delivered to a next-day air courier; and
when receipt is acknowledged by the addressee, if sent by facsimile.




-25-









 








          Copies of all such notices, demands or other communications shall be concurrently delivered by
the Person giving the same to the Trustee at the address and in the manner specified in such
Indenture.




          (e) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto; provided, however, that this Agreement shall
not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the
extent such successor or assign holds Registrable Securities.




          (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties
hereto 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.




          (g) Headings. The headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.




          (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WHOLLY WITHIN THE STATE OF NEW
YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH OF THE PARTIES HERETO AGREES TO
SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT.




          (i) Severability. If any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use
their reasonable best efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including
any of such that may be hereafter declared invalid, illegal, void or unenforceable.




          (j) Securities Held by the Company or Its Affiliates. Whenever the consent or approval of Holders
of a specified percentage of Registrable Securities is required hereunder, Registrable Securities
held by the Company or its affiliates (as such term is defined in Rule 405 under the Securities
Act) shall not be counted in determining whether such consent or approval was given by the Holders
of such required percentage.




          (k) Third Party Beneficiaries. Holders of Registrable Securities and Participating Broker-Dealers
are intended third party beneficiaries of this Agreement and this Agreement may be enforced by such
Persons.




          (l) Entire Agreement. This Agreement, together with the Purchase Agreement and the Indenture, is
intended by the parties as a final and exclusive statement of the agreement and understanding of
the parties hereto in respect of the subject matter contained




-26-









 







herein and therein and any and all
prior oral or written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Initial Purchasers on the one hand and the
Issuers on the other, or between or among any agents, representatives, parents, subsidiaries,
affiliates, predecessors in interest or successors in interest with respect to the subject matter
hereof and thereof are merged herein and replaced hereby.




-27-









 









          IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.




	 	 	 	 	 
	 	 	HAYES LEMMERZ FINANCE LLC — LUXEMBOURG S.C.A.
	 
	 	 	 	 
	 

	 	By:
	 	Hayes Lemmerz Finance LLC
	 

	 	Its:
	 	Managing Shareholder
	 
	 	 	 
	 	 	By:  	 	                                              /s/ Steven Esau
 
	 	 	Name:  	 	Steven Esau 	 
	 	 	Title:  	 	Assistant Secretary 	 
	 
	 
	 	 	EACH GUARANTOR LISTED ON SCHEDULE 1 HERETO
 
	 
	 	 	By:  	 	/s/ Steven Esau
 
	 	 	Name:  	 	Steven Esau 
	 	 	Title:  	 	Assistant Secretary 
	 





 









 





DEUTSCHE BANK AG, LONDON BRANCH




	 	 	 	 	 
	By:

	 	/s/ David Ross	 	 
	 

	 	 	 	 
	Name: David Ross	 	 
	Title: Managing Director	 	 
	 
	 	 	 	 
	By:

	 	/s/ Bruce MacKenzie	 	 
	 

	 	 	 	 
	Name: Bruce MacKenzie	 	 
	Title: Director	 	 






 









 





CITIGROUP GLOBAL MARKETS




	 	 	 	 	 
	By:

	 	/s/ Christopher M. Blake	 	 
	 

	 	 	 	 
	Name: Christopher M. Blake	 	 
	Title: Director	 	 






 









 





UBS LIMITED




	 	 	 	 	 
	By:

	 	/s/ Eoghan Harrington	 	 
	 

	 	 	 	 
	Name: Eoghan Harrington	 	 
	Title: Director, Leveraged Finance	 	 
	 
	 	 	 	 
	By:

	 	/s/ Graeme Scullard	 	 
	 

	 	 	 	 
	Name: Graeme Scullard	 	 
	Title: Executive Director, High Yield 

          Capital Markets	 	 






 









 





SCHEDULE 1




Guarantors




	 	 	 
	Company	 	Jurisdiction of Organization
	Hayes Lemmerz International, Inc.

	 	Delaware
	HLI Parent Company, Inc.

	 	Delaware
	HLI Operating Company, Inc.

	 	Delaware
	HLI Wheels Holding Company, Inc.

	 	Delaware
	Hayes Lemmerz Finance LLC

	 	Delaware
	Hayes Lemmerz International - Sedalia, Inc.

	 	Delaware
	Hayes Lemmerz International - Howell, Inc.

	 	Michigan
	Hayes
Lemmerz International - Huntington, Inc.

	 	Delaware
	Hayes Lemmerz International - Georgia, Inc.

	 	Delaware
	Hayes Lemmerz International Import, Inc.

	 	Delaware
	Hayes Lemmerz International - California, Inc.

	 	Delaware
	HLI Commercial Highway Holding Company, Inc.

	 	Delaware
	Hayes Lemmerz International - Commercial Highway,
Inc.

	 	Delaware
	HLI Powertrain Holding Company, Inc.

	 	Delaware
	Hayes Lemmerz International - Wabash, Inc.

	 	Indiana
	Hayes Lemmerz International - Laredo, Inc.

	 	Texas
	HLI Brakes Holding Company, Inc.

	 	Delaware
	Hayes Lemmerz International - Homer, Inc.

	 	Delaware
	HLI Suspension Holding Company, Inc.

	 	Delaware
	HLI Services Holding Company, Inc.

	 	Delaware
	Hayes Lemmerz International - Technical Center, Inc.

	 	Michigan
	HLI Realty, Inc.

	 	Michigan
	Hayes Lemmerz International - Kentucky, Inc.

	 	Delaware
	HLI Netherlands Holdings, Inc.

	 	Delaware