exv10w1



 






EXHIBIT 10.1




EXECUTION COPY




$495,000,000




SECOND AMENDED AND RESTATED CREDIT AGREEMENT




Dated as of May 30, 2007




among




HLI Operating Company, Inc.

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

as Borrowers




and




Hayes Lemmerz International, Inc.

as Holdings




and




The Lenders and Issuers Party Hereto




and




Citicorp North America, Inc.

as Administrative Agent




and




Deutsche Bank Securities inc.

as Syndication Agent




and




Citicorp North America, inc.

as Documentation Agent




Citigroup Global Markets Inc.            Deutsche Bank Securities Inc.

as Joint Book-Running Lead Managers and Joint Lead Arrangers




Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153-0119




 









 









          This Second Amended and Restated Credit Agreement (this “Agreement”), dated as of May
30, 2007, among HLI Operating Company, Inc., a Delaware corporation (the “U.S. Borrower”),
Hayes Lemmerz Finance LLC — Luxembourg S.C.A., a société en commandite par actions
organized            under the laws of the Grand Duchy of Luxembourg (the “Luxembourg Borrower” and
together with the U.S. Borrower, the “Borrowers”), Hayes Lemmerz International, Inc., a
Delaware corporation (“Holdings”), the Lenders (as defined below), the Issuers (as defined below),
Citicorp North America, Inc. (“CNAI”), as administrative agent for the Lenders (in such
capacity, the “Administrative Agent”), Deutsche Bank Securities Inc. (“Deutsche Bank”), as
syndication agent (in such capacity, the “Syndication Agent”) and CNAI, as documentation
agent (in such capacity, the “Documentation Agent”), amends and restates in its entirety the
Existing Credit Agreement (as defined below).



Witnesseth:




          Whereas, the U.S. Borrower, Holdings, the lenders and issuers party thereto from time
to time, the Administrative Agent and the Documentation Agent are parties to the Amended and
Restated Credit Agreement, dated as of April 11, 2005 (as amended, modified or supplemented prior
to the date hereof, the “Existing Credit Agreement”); and



          Whereas, the Existing Credit Agreement made available to the U.S. Borrower (a) a
revolving credit facility in an aggregate principal amount of up to $100,000,000 and (b) term B
loan facility in an aggregate principal amount of up to $375,000,000 and a term C loan facility in
an aggregate principal amount of $150,000,000, in each case, secured by first and second-priority
liens on the Collateral (as defined in the Existing Credit Agreement); and



          Whereas, the Borrowers desire, among other things, to amend and restate the Existing
Credit Agreement to establish (a) a revolving credit facility made available to the Borrowers in
Euros and Dollars in the aggregate principal amount of up to the Dollar Equivalent of $125,000,000,
(b) a new 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



          Whereas, the Borrowers intend to use the proceeds of the Facilities (a) to prepay the
aggregate principal amount outstanding under the existing Term C Loan (as defined in the Existing
Credit Agreement), (b) to repay the aggregate principal amount outstanding under certain foreign
intercompany loans, (c) to make new foreign intercompany loans, all as more specifically described
herein (d) to provide working capital for the Borrowers and their respective Subsidiaries and (e)
for other general corporate purposes; and



          Whereas, (a) this Agreement, on the terms and subject to the conditions set forth
herein, shall amend and restate the Existing Credit Agreement in its entirety as of the Effective
Date, (b) this 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 herein) and (c) from and after the Effective
Date, the Existing Credit Agreement shall be of no further force or effect, except to evidence the
Obligations (as defined therein) incurred, the representations and warranties made and the actions
or omissions performed or required to be performed thereunder prior to the Effective Date;



 









 






Credit Agreement

HLI Operating Company, Inc.

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




          Now, Therefore, in consideration of the premises and the covenants and agreements
contained herein, the parties hereto hereby agree as follows:



ARTICLE I




Definitions, Interpretation And Accounting Terms




          Section 1.1 Defined Terms



          As used in this Agreement, the following terms have the following meanings (such meanings to
be equally applicable to both the singular and plural forms of the terms defined):



          “Administrative Agent” has the meaning specified in the preamble to this Agreement.



          “Affected Lender” has the meaning specified in Section 2.18 (Substitution of Lenders).



          “Affiliate” means, (a) with respect to any Loan Party, any other Person directly or indirectly
controlling or that is controlled by or is under common control with such Loan Party, each officer,
director or general partner of such Loan Party and each Person that is the beneficial owner of 10%
or more of any class of Voting Stock of such Loan Party and (b) with respect to any Person other
than a Loan Party, any other Person directly or indirectly controlling or that is controlled by or
is under common control with such Person, each officer, director or general partner of such Person
and each Person that is the beneficial owner of 5% or more of any class of Voting Stock of such
Person. For the purposes of this definition, “control” means the possession of the power to direct
or cause the direction of the management and policies of such Person, whether through the ownership
of voting securities, by contract or otherwise.



          “Agent” means each of the Administrative Agent, the Syndication Agent and the Documentation
Agent.



          “Agreed Security Principles” means any grant of a Lien or provision of a guarantee by any
Person that could:




     (a) result in any breach of corporate benefit, financial assistance, capital preservation,
fraudulent preference, thin capitalization rules, retention of title claims and similar laws or
regulations (or analogous restrictions) of the jurisdiction of organization of such Person;



          (b) result in any risk to the officers of such Person of contravention of their fiduciary
duties and/or of a reasonable likelihood of criminal or substantial civil liability;



          (c) result in costs (tax, administrative or otherwise) that in the reasonable determination of
the Administrative Agent is materially disproportionate to the benefit obtained by the
beneficiaries of such Lien and/or guarantee; or



          (d) result in a breach or default of an agreement binding on such Person (other than (i) an
agreement constituting Indebtedness or (ii) an agreement entered into for the



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Credit Agreement

HLI Operating Company, Inc.

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





purpose of avoiding the obligation to enter into a Guaranty) that may not be amended or
otherwise modified using commercially reasonable efforts to avoid such breach or default.



          “Agreement” means this Agreement, as amended, restated, modified or supplemented from time to
time.



          “Alternative Currency” means any lawful currency other than Dollars that is freely
transferable into Dollars.



          “Applicable Lending Office” means, with respect to each Lender, (a) its Domestic Lending
Office in the case of a Base Rate Loan and (b) its Eurocurrency Lending Office in the case of a
Eurocurrency Rate Loan denominated in Dollars or Euros.



          “Applicable Margin” means:



          (a) with respect to the Revolving Loans maintained as (i) Eurocurrency Rate Loans, a rate
equal to 2.75% per annum and (ii) Base Rate Loans, a rate equal to 2.00% per annum;



          (b) with respect to Term Loans maintained as Eurocurrency Rate Loans, (i) during the period
commencing on the Effective Date and ending on the first date occurring after the first full Fiscal
Quarter ending after the Effective Date and which the Leverage Ratio shall be equal to or less than
2.50 to 1.0 (determined for the period beginning on the first day of the fourth preceding Fiscal
Quarter, and ending on the last day of the most recent Fiscal Quarter, for which Financial
Statements have been delivered pursuant to Section 6.1 (Financial Statements), a rate equal to
2.75% per annum; and (ii) thereafter, a rate equal to 2.50% per annum. Any change in the
Applicable Margin resulting from a change in the Leverage Ratio shall become effective as to all
Term Loans upon delivery by Holdings to the Administrative Agent of new Financial Statements
pursuant to Section 6.1(a) or (b) (Financial Statements), as applicable.



          “Applicable Unused Commitment Fee Rate” means, (a) 0.625% per annum, and (b) upon Holdings
being rated “BB-” or higher by S&P and “Ba3” or higher by Moody’s and for so long as such ratings
are maintained, 0.50% per annum.



          “Approved Deposit Account” has the meaning specified in the Pledge and Security Agreement.



          “Approved Electronic Communications” means each notice, demand, communication, information,
document and other material that any Loan Party is obligated to, or otherwise chooses to, provide
to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein,
including (a) any supplement to the Guaranty, any joinder to the Pledge and Security Agreement or
any Foreign Collateral Document, and any other written Contractual Obligation delivered or required
to be delivered in respect of any Loan Document or the transactions contemplated therein, (b) any
Financial Statement, financial and other report, notice, request, certificate and other information
material and (c) any other Intercompany Loan Document; provided, however, that, “Approved
Electronic Communication” shall exclude (i) any Notice of Borrowing, Letter of Credit Request,
Swing Loan Request, Notice of Conversion or Continuation, and any other notice, demand,
communication, information, document and other material relating to a request for a new, or a
conversion of an existing, Borrowing, (ii) any notice pursuant to Section 2.9 (Optional
Prepayments) and Section 2.10 (Mandatory Prepayments) and



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Credit Agreement

HLI Operating Company, Inc.

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





any other notice relating to the payment of any principal or other amount due under any Loan
Document prior to the scheduled date therefor, (iii) all notices of any Default or Event of Default
and (iv) any notice, demand, communication, information, document and other material required to be
delivered to satisfy any of the conditions set forth in Article III (Conditions To Loans And
Letters Of Credit), Section 2.4(a) (Letters of Credit), or Section 2.5 (Synthetic Letters of
Credit) or any other condition to any Borrowing or other extension of credit hereunder or any
condition precedent to the effectiveness of this Agreement.



          “Approved Electronic Platform” has the meaning specified in Section 10.3 (Posting of Approved
Electronic Communications).



          “Approved Fund” means any Fund that is advised or managed by (a) a Lender, (b) an Affiliate of
a Lender or (c) an entity or Affiliate of an entity that administers or manages a Lender.



          “Arrangers” means Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., in their
capacities as joint book-running lead managers and joint lead arrangers.



          “Asset Sale” has the meaning specified in Section 8.4 (Sale of Assets).



          “Assignment and Acceptance” means an assignment and acceptance entered into by a Lender and an
Eligible Assignee, and accepted by the Administrative Agent, in substantially the form of Exhibit A
(Form of Assignment and Acceptance).



          “Available Credit” means, at any time, the sum of the U.S. Revolving Available Credit and the
Euro Revolving Available Credit.



          “Bankruptcy Court” means the United States Bankruptcy Court for the District of Delaware.



          “Base Rate” means, for any period, a fluctuating interest rate per annum as shall be in effect
from time to time, which rate per annum shall be equal at all times to the highest of the
following:




     (a) the rate of interest announced publicly by Citibank in New York, New York, from
time to time, as Citibank’s base rate;




     (b) the sum (adjusted to the nearest 0.25% or, if there is no nearest 0.25%, to the
next higher 0.25%) of (i) 0.5% per annum, (ii) the rate per annum obtained by dividing (A)
the latest three-week moving average of secondary market morning offering rates in the
United States for three-month certificates of deposit of major United States money market
banks, such three-week moving average being determined weekly on each Monday (or, if any
such day is not a Business Day, on the next succeeding Business Day) for the three-week
period ending on the previous Friday by Citibank on the basis of such rates reported by
certificate of deposit dealers to and published by the Federal Reserve Bank of New York or,
if such publication shall be suspended or terminated, on the basis of quotations for such
rates received by Citibank from three New York certificate of deposit dealers of recognized
standing selected by Citibank, by (B) a percentage equal to 100% minus the average of the
daily percentages specified during such three-week period by the Federal Reserve Board for
determining the maximum reserve requirement



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Credit Agreement

HLI Operating Company, Inc.

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





(including any emergency, supplemental or other marginal reserve requirement) for
Citibank in respect of liabilities consisting of or including (among other liabilities)
three-month U.S. dollar nonpersonal time deposits in the United States and (iii) the
average during such three-week period of the maximum annual assessment rates estimated by
Citibank for determining the then current annual assessment payable by Citibank to the
Federal Deposit Insurance Corporation (or any successor) for insuring Dollar deposits in
the United States; and




     (c) 0.5% per annum plus the Federal Funds Rate.



          “Base Rate Loan” means any Loan during any period in which it bears interest based on the Base
Rate.



          “Blockage Notice” has the meaning specified in each Deposit Account Control Agreement.



          “Bond Tender Offer” means, the application of the net proceeds of the Rights Offering to
repurchase the Existing Senior Notes.



          “Bond Tender Offer Documents” each document and instrument executed with respect of the Bond
Tender Offer.



          “Borrowers” has the meaning specified in the preamble to this Agreement.



          “Borrowing” means a borrowing consisting of Revolving Credit Loans or Term Loans made on the
same day by the Lenders ratably according to their respective Commitments. A Borrowing may be a
Revolving Credit Borrowing or a Term Loan Borrowing.



          “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial
banks in New York City and in Luxembourg are authorized or required by law to remain closed and (a)
if the applicable Business Day relates to notices, determinations, fundings and payments in
connection with the Eurocurrency Rate for any Eurocurrency Rate Loan denominated in Dollars or the
LIBOR Rate in connection with the Synthetic L/C Facility, a day on which banks are open for general
business in London and (b) if the applicable Business Day relates to notices, determinations,
fundings and payments in connection with EURIBOR or any Eurocurrency Rate Loan denominated in Euro,
any day (i) on which banks are open for general business in London and (ii) which is a TARGET Day.



          “Capital Expenditures” means, for any Person for any period, the aggregate of amounts that
would be reflected as additions to property, plant or equipment on a Consolidated balance sheet of
such Person and its Subsidiaries, excluding interest capitalized during construction.



          “Capital Lease” means, with respect to any Person, any lease of, or other arrangement
conveying the right to use, property by such Person as lessee that would be accounted for as a
capital lease on a balance sheet of such Person prepared in conformity with GAAP.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Capital Lease Obligations” means, with respect to any Person, the capitalized amount of all
Consolidated obligations of such Person or any of its Subsidiaries under Capital Leases.



          “Captive Insurance Subsidiary” means any Wholly-Owned Subsidiary of the U.S. Borrower created
solely for the purpose of, and engaged solely in the business of, purchasing or providing insurance
to, or otherwise directly facilitating the provision of insurance for, Holdings and its
Subsidiaries; provided, however, that any such Wholly-Owned Subsidiary shall be funded by the U.S.
Borrower and its Subsidiaries in the ordinary course of business solely with such amounts as are
reasonably necessary to purchase, provide or facilitate insurance consistent with the past practice
of Holdings and its Subsidiaries.



          “Cases” means that voluntary petition filed on December 5, 2001 by Holdings and certain of its
Subsidiaries under title 11 of the United States Code (the “Bankruptcy Code") with the Bankruptcy
Court.



          “Cash Collateral Account” has the meaning specified in the Pledge and Security Agreement.



          “Cash Equivalents” means (a) securities issued or fully guaranteed or insured by the United
States government or any agency thereof, (b) certificates of deposit, eurodollar time deposits,
overnight bank deposits and bankers’ acceptances of any Lender or any commercial bank organized
under the laws of the United States, any state thereof, the District of Columbia, any foreign bank,
or its branches or agencies (fully protected against currency fluctuations) that, at the time of
acquisition, are rated at least “A-1” by S&P or “P-1” by Moody’s, (c) commercial paper of an issuer
rated at least “A-1” by S&P or “P-1” by Moody’s, (d) shares of any money market fund that (i) has
at least 95% of its assets invested continuously in the types of investments referred to in clauses
(a), (b) and (c) above, (ii) has net assets of not less than $500,000,000 and (iii) is rated at
least “A-1” by S&P or “P-1” by Moody’s; provided, however, that the maturities of all obligations
of the type specified in clauses (a), (b) and (c) above shall not exceed 180 days and (e) in the
case of any Foreign Subsidiary: (i) direct obligations of the sovereign nation (or agency thereof)
in which such Foreign Subsidiary is organized and is conducting business or in obligations fully
and unconditionally guaranteed by such sovereign nation (or any agency thereof), (ii) investments
of the type and maturity described in clauses (a) through (d) above of foreign obligors, which
investments or obligors (or the direct or indirect parents of such obligors) have ratings described
in such clauses or equivalent ratings from comparable foreign rating agencies or (iii) investments
of the type and maturity described in clauses (a) through (d) above of foreign obligors (or the
direct or indirect parents of such obligors), which investments or obligors (or the direct or
indirect parents of such obligors) are not rated as provided in such clauses or in clause (ii)
above, but which are, in the reasonable judgment of the Borrowers, comparable in investment quality
to such investments and obligors (or the direct or indirect parent of such obligors); provided,
however, that the aggregate amount of investments pursuant to this clause (iii) shall not exceed
$5,000,000 at any time.



          “Cash Interest Expense” means, with respect to any Person for any period, the Interest Expense
of such Person for such period less the Non-Cash Interest Expense of such Person for such period.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Cash Management Document” means any certificate, agreement or other document executed by any
Loan Party in respect of the Cash Management Obligations of any Loan Party.



          “Cash Management Obligation” means, as applied to any Person, any direct or indirect
liability, contingent or otherwise, of such Person in respect of cash management services
(including treasury, depository, overdraft, credit or debit card, electronic funds transfer,
automatic clearing house and other cash management arrangements) provided after the Closing Date
(regardless of whether these or similar services were provided prior to the Closing Date by the
Administrative Agent, any Lender or any Affiliate or any of them) by the Administrative Agent, any
Lender or any Affiliate of any of them, including obligations for the payment of fees, interest,
charges, expenses, attorneys’ fees and disbursements in connection therewith.



          “Change of Control” means the occurrence of any of the following: (a) any person or group of
persons (within the meaning of the Securities Exchange Act of 1934, as amended) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended) of 50% or more of the issued and outstanding
Voting Stock of Holdings, (b) during any period of twelve consecutive calendar months, individuals
who at the beginning of such period constituted the board of directors of Holdings (together with
any new directors whose election by the board of directors of Holdings or whose nomination for
election by the stockholders of Holdings was approved by a vote of at least a majority of the
directors then still in office who either were directors at the beginning of such period or whose
elections or nomination for election was previously so approved) cease for any reason other than
death or disability to constitute a majority of the directors then in office, (c) Holdings shall
cease to own and control all of the economic and voting rights associated with all of the
outstanding Stock of the Parent, (d) the Parent shall cease to own and control, directly or
indirectly, all of the economic and voting rights associated with all of the outstanding Stock of
the U.S. Borrower, (e) the U.S. Borrower shall cease to own or control all of the economic and
voting rights associated with all of the outstanding Stock of the Luxembourg Borrower or (f) a
"change of control” shall occur under any of the Related Documents.



          “Citibank” means Citibank, N.A., a national banking association.



          “Class IV Foreign Subsidiary” means, with respect to any Foreign Subsidiary, a direct or
indirect Foreign Subsidiary that is incorporated under the laws of and has its principal place of
business in a Class IV Jurisdiction.



          “Class I Jurisdiction” means, each of Spain and Mexico and such other jurisdiction designated
as a Class I Jurisdiction by the Administrative Agent pursuant to Section 7.14 (Classification of
Jurisdictions).



          “Class II Jurisdiction” means, each of Italy, Netherlands, Belgium, Brazil, and the Czech
Republic and such other jurisdiction designated as a Class II Jurisdiction by the Administrative
Agent pursuant to Section 7.14 (Classification of Jurisdictions).



          “Class III Jurisdiction” means, each of Germany and Hungary and such other jurisdiction
designated as a Class III Jurisdiction by the Administrative Agent pursuant to Section 7.14
(Classification of Jurisdictions).



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Credit Agreement

HLI Operating Company, Inc.

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




          “Class IV Jurisdiction” means, each of Bahrain, Russia, South Africa, Thailand, Barbados,
Japan, Turkey and India and such other jurisdiction designated as a Class IV Jurisdiction by the
Administrative Agent pursuant to Section 7.14 (Classification of Jurisdictions).



          “Closing Date” means June 3, 2003.



          “CNAI” has the meaning specified in the preamble to this Agreement.



          “Code” means the Internal Revenue Code of 1986.



          “Collateral” means, collectively, the Domestic Collateral and the Foreign Collateral.



          “Collateral Documents” means, collectively, the Domestic Collateral Documents and the Foreign
Collateral Documents.



          “Collateral Sharing Agreement” means the Collateral Sharing and Debt Allocation Agreement,
dated as of the Effective Date among the Agents (it being understood that no Loan Party is a party
to such agreement), as the same may be amended or supplemented from time to time.



          “Commitment” means, with respect to any Lender, such Lender’s Revolving Credit Commitment, if
any, Term Loan Commitment, if any, Synthetic L/C Commitment, if any, and “Commitments” means the
aggregate Revolving Credit Commitments, Term Loan Commitments and Synthetic L/C Commitments of all
Lenders.



          “Compliance Certificate” has the meaning specified in Section 6.1(c)(Financial
Statements).



          “Consolidated” means, with respect to any Person, the consolidation of accounts of such Person
and its Subsidiaries in accordance with GAAP.



          “Consolidated Current Assets” means, with respect to any Person at any date, the total
Consolidated current assets (other than cash and Cash Equivalents) of such Person and its
Subsidiaries at such date.



          “Consolidated Current Liabilities” means, with respect to any Person at any date, all
liabilities of such Person and its Subsidiaries at such date that should be classified as current
liabilities on a Consolidated balance sheet of such Person and its Subsidiaries, but excluding, the
sum of (a) the principal amount of any current portion of long-term Financial Covenant Debt and (b)
(without duplication of clause (a) above) the then outstanding principal amount of the Loans.



          “Consolidated Net Income” means, for any Person for any period, the Consolidated net income
(or loss) of such Person and its Subsidiaries for such period; provided, however, that (a) the net
income of any other Person in which such Person or one of its Subsidiaries has a joint interest
with a third party (which interest does not cause the net income of such other Person to be
Consolidated into the net income of such Person) shall be included only to the extent of the amount
of dividends or distributions paid to such Person or Subsidiary, (b) the net income of any
Subsidiary of such Person that is subject to any restriction or limitation on the



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Credit Agreement

HLI Operating Company, Inc.

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





payment of dividends or the making of other distributions shall be excluded to the extent of
such restriction or limitation, (c) extraordinary gains and losses and any increase or decrease to
net income, to the extent resulting from the cumulative effect of a change in accounting principles
required by GAAP, shall be excluded and (d) any non-cash income or expense related to changes in
the book value of Capital Stock of Holdings and its Subsidiaries, shall be excluded.



          “Constituent Documents” means, with respect to any Person, (a) the articles of incorporation,
certificate of incorporation or certificate of formation (or the equivalent organizational
documents) of such Person, (b) the by-laws, operating agreement (or the equivalent governing
documents) of such Person and (c) any document setting forth the manner of election and duties of
the directors or managing members of such Person (if any) and the designation, amount or relative
rights, limitations and preferences of any class or series of such Person’s Stock.



          “Contaminant” means any material, substance or waste that is classified, regulated or
otherwise characterized under any Environmental Law as hazardous, toxic, a contaminant or a
pollutant or by other words of similar meaning or regulatory effect, including any petroleum or
petroleum-derived substance or waste, asbestos and polychlorinated biphenyls.



          “Contractual Obligation” of any Person means any obligation, agreement, undertaking or similar
provision of any Security issued by such Person or of any agreement, undertaking, contract, lease,
indenture, mortgage, deed of trust or other instrument (excluding a Loan Document) to which such
Person is a party or by which it or any of its property is bound or to which any of its property is
subject.



          “Control Account” has the meaning specified in the Pledge and Security Agreement.



          “Control Account Agreement” has the meaning specified in the Pledge and Security Agreement.



          “Credit-Linked Deposit” means, with respect to each Synthetic L/C Lender, the initial amount
of the cash deposit, if any, made by such Lender pursuant to Section 2.5(a) (Synthetic Letters of
Credit), as the same may be (a) reduced from time to time pursuant to Section 2.9 (Optional
Prepayments) and (b) reduced or increased from time to time pursuant to assignments by or to such
Synthetic L/C Lender pursuant to Section 11.2 (Assignments and Participations).



          “Credit-Linked Deposit Account” means, collectively, one or more operating and/or investment
accounts of, and established by, the Administrative Agent under its sole and exclusive control and
maintained by the Administrative Agent or any of its Affiliates, in any such case that shall be
used for the purposes set forth in this Agreement.



          “Credit-Linked Deposit Bank” means Citibank or any of its Affiliates or such other financial
institution where the Credit-Linked Deposit Account is maintained by the Administrative Agent in
its sole discretion.



          “Credit-Linked Deposit Account Interest” has the meaning specified in Section 2.5(c)(i)
(Synthetic Letters of Credit).



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Credit Agreement

HLI Operating Company, Inc.

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




          “Credit-Linked Deposit Account Interest Payment Date” means (i) each of the dates referred to
in Section 2.13(d) (Fees), commencing on the first such date to occur after the Effective Date, and
(ii) the Term Loan Maturity Date.



          “Customary Permitted Liens” means, with respect to any Person, any of the following Liens:




     (a) Liens with respect to the payment of taxes, assessments or governmental charges,
in each case, that are not yet due or that are being contested in good faith by appropriate
proceedings and with respect to which adequate reserves or other appropriate provisions are
being maintained to the extent required by GAAP;




     (b) Liens of landlords arising by statute and liens of suppliers, mechanics, carriers,
materialmen, warehousemen or workmen and other liens imposed by law created in the ordinary
course of business for amounts not yet due or that are being contested in good faith by
appropriate proceedings and with respect to which adequate reserves or other appropriate
provisions are being maintained to the extent required by GAAP;




     (c) deposits made in the ordinary course of business in connection with workers’
compensation, unemployment insurance or other types of social security benefits or to
secure the performance of bids, tenders, sales, contracts (other than for the repayment of
borrowed money) and surety, appeal, customs or performance bonds;




     (d) encumbrances arising by reason of zoning restrictions, easements, licenses,
reservations, covenants, rights-of-way, utility easements, building restrictions and other
similar encumbrances on the use of real property not materially detracting from the value
of such real property or not materially interfering with the ordinary conduct of the
business conducted and proposed to be conducted at such real property;




     (e) encumbrances arising under leases or subleases of real property that do not, in
the aggregate, materially detract from the value of such real property or interfere with
the ordinary conduct of the business conducted and proposed to be conducted at such real
property;




     (f) financing statements with respect to a lessor’s rights in and to personal property
leased to such Person in the ordinary course of such Person’s business other than pursuant
to a Capital Lease; and




     (g) licenses of intellectual property of such Person in the ordinary course of
business.



          “Default” means any event that, with the passing of time or the giving of notice or both,
would become an Event of Default.



          “Delaware LuxCo” means Hayes Lemmerz Finance LLC.



          “Deposit Account” has the meaning specified in the UCC.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Deposit Account Bank” means a financial institution selected or approved by the
Administrative Agent and with respect to which such Domestic Loan Party has delivered to the
Administrative Agent an executed Deposit Account Control Agreement.



          “Deposit Account Control Agreement” means a letter agreement, substantially in the form of
Annex 1 (Form of Deposit Account Control Agreement) (with such changes as may be agreed to by the
Administrative Agent) attached to the Pledge and Security Agreement, executed by the applicable
Domestic Loan Party, the Administrative Agent and the relevant Deposit Account Bank, or otherwise
in form and substance reasonably satisfactory to the Administrative Agent.



          “Disclosure Documents” means, collectively, Form 10-K, Form 10-Q and Form 8-K filed by
Holdings with the Securities and Exchange Commission and comparable disclosure documents filed by
any other Loan Party with securities exchanges or Governmental Authorities in jurisdictions other
than the United States.



          “Documentary Letter of Credit” means any Letter of Credit that is drawable upon presentation
of documents evidencing the sale or shipment of goods purchased by the U.S. Borrower or any of its
Subsidiaries in the ordinary course of its business.



          “Documentation Agent” has the meaning specified in the preamble to this Agreement.



          “Dollar Equivalent” of any amount means, at the time of determination thereof, (a) if such
amount is expressed in Dollars, such amount, (b) if such amount is expressed in an Alternative
Currency, the equivalent of such amount in Dollars determined by using the rate of exchange quoted
by Citibank in New York, New York at 12:00 p.m. (New York time) on the date of determination to
prime banks in New York for the spot purchase in the New York foreign exchange market of such
amount of Dollars with such Alternative Currency and (c) if such amount is denominated in any other
currency, the equivalent of such amount in Dollars as determined by the Administrative Agent using
any method of determination it deems appropriate.



          “Dollar Revolving Loan” has the meaning specified in Section 2.1(a) (The Commitments).



          “Dollars” and the sign “$” each mean the lawful money of the United States of America.



          “Domestic Collateral” means all property and interests in property and proceeds thereof now
owned or hereafter acquired by any Domestic Loan Party in or upon which a Lien is granted under any
Domestic Collateral Document.



          “Domestic Collateral Documents” means the Pledge and Security Agreement, the Mortgages for
real property located in the United States, the Deposit Account Control Agreements and any other
document executed and delivered by a Domestic Loan Party granting a Lien on any of its property to
secure payment of the Domestic Secured Obligations.



          “Domestic Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule II (Applicable Lending
Offices and Addresses for Notices) or on the Assignment and Acceptance by which it



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Credit Agreement

HLI Operating Company, Inc.

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





became a Lender or such other office of such Lender as such Lender may from time to time
specify to the Borrowers and the Administrative Agent.



          “Domestic Loan Documents” means, collectively, this Agreement, the Notes (if any), the
Guaranty, the Fee Letters, the Collateral Sharing Agreement, each Letter of Credit Reimbursement
Agreement, each Hedging Contract between any Domestic Loan Party and any Lender or any Affiliate of
any Lender entered into after the Closing Date in connection herewith, each Cash Management
Document, the Domestic Collateral Documents and each certificate, agreement or document, in each
case executed by a Domestic Loan Party and delivered to any Agent or any Lender in connection with
or pursuant to any of the foregoing.



          “Domestic Loan Party” means each of the U.S. Borrower, each Domestic Guarantor and each other
Domestic Subsidiary of the U.S. Borrower that executes and delivers a Domestic Loan Document.



          “Domestic Obligations” means the Loans, the Letter of Credit Obligations and all other
amounts, obligations, covenants and duties owing by the U.S. Borrower to the Agents, any Lender,
any Issuer, any Affiliate of any of them or any Indemnitee, of every type and description (whether
by reason of an extension of credit, opening or amendment of a letter of credit or payment of any
draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or currency swap
transaction, interest rate hedging transaction or otherwise), present or future, in each case
arising under this Agreement or any other Domestic Loan Document (including Cash Management
Documents and Hedging Contracts that are Domestic Loan Documents), whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired and whether or not evidenced by any note,
guaranty or other instrument or for the payment of money, including all letter of credit, cash
management and other fees, interest, charges, expenses, attorneys’ fees and disbursements, Cash
Management Obligations and other sums chargeable to the U.S. Borrower under this Agreement or any
other Domestic Loan Document (including Cash Management Documents and Hedging Contracts that are
Domestic Loan Documents) and all obligations of the U.S. Borrower under any Domestic Loan Document
to provide cash collateral for Revolving Letter of Credit Obligations.



          “Domestic Secured Obligations” means, in the case of the U.S. Borrower, the Domestic
Obligations, and, in the case of any other Domestic Loan Party, the obligations of such Domestic
Loan Party under the Guaranty and the other Loan Documents to which it is a party.



          “Domestic Subsidiary” means any Subsidiary of the U.S. Borrower organized under the laws of
any state or territory of the United States of America or the District of Columbia.



          “Domestic Subsidiary Guarantor” means each Domestic Subsidiary of the U.S. Borrower (other
than a Dormant Subsidiary, U.S. LLC and any Subsidiary that is a Securitization SPV) and each other
Domestic Subsidiary of Holdings or U.S. Borrower that becomes a party to the Guaranty.



          “Dormant Subsidiaries” means the Subsidiaries of the U.S. Borrower listed on Schedule V
hereto.



          “Dutch FinCo” means HLI Netherlands B.V.



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Credit Agreement

HLI Operating Company, Inc.

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




          “EBITDA” means, with respect to any Person for any period, (a) Consolidated Net Income of such
Person for such period plus (b) the sum of, in each case, to the extent included in the calculation
of such Consolidated Net Income but without duplication, (i) any provision for income taxes, (ii)
Interest Expense, (iii) loss from extraordinary items, (iv) depreciation, depletion and
amortization expenses, (v) all other non-cash charges and non-cash losses for such period,
including the amount of any compensation deduction as the result of any grant of Stock or Stock
Equivalents of such Person to employees, officers, directors or consultants, but excluding any such
non-cash charge or loss to the extent that it represents an accrual of, or reserve for, cash
expenditures in any future period, (vi) the following adjustments made pursuant to fresh-start
accounting: (A) all such adjustments made prior to the Effective Date and (B) any expense arising
after the Effective Date that is included in cost of goods sold arising from adjustments to
inventory that are made in connection with fresh-start accounting, (vii) (A) non-recurring cash
charges since the Effective Date of up to $30,000,000 in the aggregate in respect of facility
closures and other restructuring activities, (B) all professional fees, financing costs and other
costs, expenses and items directly related to the Cases as reflected in the consolidated statement
of operations, including any administrative expense reflecting such costs, expenses or other items,
(C) all charges to earnings with respect to employee severance and (D) the non-cash effect
attributable to minority interest income or expense, (viii) costs under employee retention programs
approved by the Bankruptcy Court in the Cases, (ix) cash charges of up to $5,000,000 per annum
incurred pursuant to Holdings’ Long Term Incentive Plan (as defined in the Disclosure Documents)
and (x) any aggregate net loss from the sale, exchange or other disposition of capital assets of
such Person or its consolidated Subsidiaries minus (c) the sum of, in each case, to the extent
included in the calculation of such Consolidated Net Income but without duplication, (i) any credit
for income tax, (ii) interest income, (iii) gains from extraordinary items for such period, (iv)
any aggregate net gain from the sale, exchange or other disposition of capital assets by such
Person or its consolidated Subsidiaries and (v) any other non-cash gains or other items which have
been added in determining Consolidated Net Income, including any reversal of a charge referred to
in clause (b)(v) above by reason of a decrease in the value of any Stock or Stock Equivalent of
such Person, but excluding any such non-cash gain or other item to the extent that it represents a
change of an accrual of, or reserve for, cash expenditures in any future period.



          “Effective Date” has the meaning set forth in Section 3.1 (Conditions Precedent to Initial
Loans and Letters of Credit).



          “Eligible Assignee” means (a) a Lender or any Affiliate or Approved Fund of such Lender, (b) a
commercial bank having total assets in excess of $5,000,000,000, (c) a finance company, insurance
company or any other financial institution or fund, in each case, reasonably acceptable to the
Administrative Agent (and in the case of an assignee of Revolving Credit Lender, reasonably
acceptable to the Issuer) and regularly engaged in making, purchasing or investing in loans and
having a net worth, determined in accordance with GAAP, in excess of $250,000,000 or, to the extent
net worth is less than such amount, a finance company, insurance company, other financial
institution or fund, reasonably acceptable to the Administrative Agent and the applicable Borrower
(and in the case of an assignee of Revolving Credit Lender, reasonably acceptable to the Issuer) or
(d) a savings and loan association or savings bank organized under the laws of the United States or
any State thereof having a net worth, determined in accordance with GAAP, in excess of
$250,000,000.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Environmental Laws” means all applicable Requirements of Law now or hereafter in effect and
as amended or supplemented from time to time, relating to pollution or the regulation and
protection of human health, safety, the environment or natural resources, including the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42
U.S.C. § 9601 et seq.); the Hazardous Material Transportation Act, as amended (49 U.S.C. § 1801 et
seq.); the Federal Insecticide, Fungicide, and Rodenticide Act, as amended (7 U.S.C. § 136 et
seq.); the Resource Conservation and Recovery Act, as amended (42 U.S.C. § 6901 et seq.); the Toxic
Substance Control Act, as amended (42 U.S.C. § 7401 et seq.); the Clean Air Act, as amended (42
U.S.C. § 740 et seq.); the Federal Water Pollution Control Act, as amended (33 U.S.C. § 1251 et
seq.); the Occupational Safety and Health Act, as amended (29 U.S.C. § 651 et seq.); the Safe
Drinking Water Act, as amended (42 U.S.C. § 300f et seq.); and each of their state and local
counterparts or equivalents and any transfer of ownership notification or approval statute,
including the Industrial Site Recovery Act (N.J. Stat. Ann. § 13:1K-6 et seq.).



          “Environmental Liabilities and Costs” means, with respect to any Person, all liabilities,
obligations, responsibilities, Remedial Actions, losses, damages, punitive damages, consequential
damages, treble damages, costs and expenses (including all fees, disbursements and expenses of
counsel, experts and consultants and costs of investigation and feasibility studies), fines,
penalties, sanctions and interest incurred as a result of any claim or demand by any other Person,
whether based in contract, tort, implied or express warranty, strict liability, criminal or civil
statute and whether arising under any Environmental Law, Permit, order or agreement with any
Governmental Authority or other Person, in each case, relating to any environmental, health or
safety condition or to any Release or threatened Release and resulting from the past, present or
future operations of, or ownership of property by, such Person or any of its Subsidiaries.



          “Environmental Lien” means any Lien in favor of any Governmental Authority for Environmental
Liabilities and Costs.



          “Equity Issuance” means a public or private offering of Common Stock of Holdings other than
Common Stock registered on Form S-8 or issued to any Subsidiary of Holdings.



          “ERISA” means the United States Employee Retirement Income Security Act of 1974.



          “ERISA Affiliate” means any trade or business (whether or not incorporated) under common
control or treated as a single employer with the U.S. Borrower or any of its Subsidiaries within
the meaning of Section 414(b), (c), (m) or (o) of the Code.



          “ERISA Event” means (a) a reportable event described in Section 4043(b) or 4043(c)(1), (2),
(3), (5), (6), (8) or (9) of ERISA with respect to a Title IV Plan or a Multiemployer Plan, (b) the
withdrawal of the U.S. Borrower, any of its Subsidiaries or any ERISA Affiliate from a Title IV
Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as
defined in Section 4001(a)(2) of ERISA, (c) the complete or partial withdrawal of the U.S.
Borrower, any of its Subsidiaries or any ERISA Affiliate from any Multiemployer Plan, (d) notice of
reorganization or insolvency of a Multiemployer Plan, (e) the filing of a notice of intent to
terminate a Title IV Plan or the treatment of a plan amendment as a termination under Section 4041
of ERISA, (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by
the PBGC, (g) the failure to make any



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Credit Agreement

HLI Operating Company, Inc.

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





required contribution to a Title IV Plan or Multiemployer Plan, (h) the imposition of a lien
under Section 412 of the Code or Section 302 of ERISA on the U.S. Borrower or any of its
Subsidiaries or any ERISA Affiliate or (i) any other event or condition that might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section 4007 of ERISA.



          “EURIBOR” means, in relation to any Loan in Euro (a) the applicable Screen Rate or (b) if no
Screen Rate is available for the Interest Period of that Loan, the arithmetic mean of the rates
(rounded upwards to four decimal places) as supplied to the Administrative Agent at its request
quoted by three major banks selected by the Administrative Agent to leading banks in the European
interbank market, at or about 11 a.m. Brussels time on the second full Business Day next preceding
the first day of the relevant Interest Period in relation to which such rate is calculated.



          “Euro” and the sign “€” each mean the
lawful money of the member states of the European Union
participating in the third stage of the European monetary union.



          “Euro Letter of Credit Undrawn Amounts” means, at any time, the aggregate undrawn amounts of
all Euro Revolving Letters of Credit outstanding at such time.



          “Euro Revolving Available Credit” means, at any time, (a) the then effective Euro Revolving
Credit Commitments minus (b) the aggregate Euro Revolving Credit Outstandings at such time.



          “Euro Revolving Credit Commitment” means with respect to each Euro Revolving Credit Lender,
the commitment of such Euro Revolving Credit Lender to make Euro Revolving Loans and acquire
interests in other Euro Revolving Credit Outstandings in the aggregate principal amount outstanding
not to exceed the amount set forth opposite such Euro Revolving Credit Lender’s name on Schedule I
(Commitments) under the caption “Euro Revolving Credit Commitment,” as amended to reflect each
Assignment and Acceptance executed by such Euro Revolving Credit Lender and as such amount may be
reduced pursuant to this Agreement.



          “Euro Revolving Credit Lender” means a Lender with a Euro Revolving Credit Commitment, in its
capacity as such.



          “Euro Revolving Credit Outstandings” means, at any particular time, the sum of (a) the Dollar
Equivalent of the principal amount of Euro Revolving Loans outstanding at such time and (b) the
Dollar Equivalent of the Euro Revolving Letter of Credit Obligations outstanding at such time.



          “Euro Revolving Letter of Credit” means any letter of credit issued or deemed issued under the
Euro Revolving Credit Facility pursuant to Section 2.4 (Letters of Credit).



          “Euro Revolving Letter of Credit Obligations” means, at any time, the aggregate of all
liabilities at such time of the Borrowers to all Issuers with respect to Euro Revolving Letters of
Credit, whether or not any such liability is contingent, including, without duplication, the sum



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Credit Agreement

HLI Operating Company, Inc.

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





of (a) the Euro Revolving Letter of Credit Reimbursement Obligations at such time and (b) the
Euro Revolving Letter of Credit Undrawn Amounts at such time.



          “Euro Revolving Letter of Credit Reimbursement Obligations” means all matured reimbursement or
repayment obligations of the Borrowers to any Issuer with respect to amounts drawn under Euro
Revolving Letters of Credit.



          “Euro Revolving Loan” has the meaning specified in Section 2.1(b) (The Commitments).



          “Euro Revolving Loan Sublimit” means the Dollar Equivalent of $50,000,000.



          “Eurocurrency Lending Office” means, with respect to any Lender, the office of such Lender
specified as its “Eurocurrency Lending Office” opposite its name on Schedule II (Applicable Lending
Offices and Addresses for Notices) or on the Assignment and Acceptance by which it became a Lender
(or, if no such office is specified, its Domestic Lending Office) or such other office of such
Lender as such Lender may from time to time specify to the Borrowers and the Administrative Agent.



          “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of the
Federal Reserve Board.



          “Eurocurrency Rate” means, (a) in relation to any Loan denominated in Dollars for any Interest
Period, the rate obtained by dividing (i) the applicable LIBOR Rate for such Interest Period by
(ii) a percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves,
if any, required to be maintained against Eurocurrency Liabilities (including any marginal,
emergency, special or supplemental reserves), and (b) in relation to any Loan denominated in Euro,
the rate obtained by dividing (i) the applicable EURIBOR for such Interest Period by (ii) a
percentage equal to 1 minus the stated maximum rate (stated as a decimal) of all reserves, if any,
required to be maintained against Eurocurrency Liabilities.



          “Eurocurrency Rate Loan” means any Loan that, for an Interest Period, bears interest based on
the Eurocurrency Rate.



          “Event of Default” has the meaning specified in Section 9.1 (Events of Default).



          “Excess Cash Flow” means, for Holdings for any period, (a) EBITDA of Holdings for such period
plus (b) the excess, if any, of the Working Capital of Holdings at the beginning of such period
over the Working Capital of Holdings at the end of such period minus (c) the sum of (without
duplication) (i) scheduled and mandatory cash principal payments on the Loans during such period
and optional cash principal payments on the Loans during such period (but only, in the case of
payments of Revolving Loans, to the extent that the Revolving Credit Commitments are permanently
reduced by the amount of such payments), (ii) cash principal payments made by Holdings or any of
its Subsidiaries during such period on other Indebtedness to the extent such other Indebtedness and
payments are permitted by this Agreement, (iii) payments made by Holdings or any of its
Subsidiaries on Capital Lease Obligations to the extent such Capital Lease Obligations and payments
are permitted by this Agreement, (iv) Capital Expenditures made by Holdings or any of its
Subsidiaries during such period to the extent permitted by this Agreement, (v) cash payments of
scheduled interest payments during such period and cash payments of taxes during such period, (vi)
cash contributions made by Holdings



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Credit Agreement

HLI Operating Company, Inc.

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





or its Subsidiaries to employee benefit plans during such period, and (vii) the excess, if
any, of the Working Capital of Holdings at the end of such period over the Working Capital of
Holdings at the beginning of such period.



          “Exchange Act” means the Securities Exchange of 1934.



          “Existing Credit Agreement” has the meaning specified in the preamble to this Agreement.



          “Existing Indenture” means the Indenture, dated as of June 3, 2003, between the U.S. Borrower
and U.S. Bank National Association, as Trustee.



          “Existing Senior Notes” means the 10-1/2 % senior notes due 2010 issued by the U.S. Borrower
pursuant to the Existing Indenture.



          “Facilities” means (a) the Term Loan Facility, (b) the Revolving Credit Facility and (c) the
Synthetic L/C Facility.



          “Fair Market Value” means (a) with respect to any asset or group of assets (other than a
marketable Security) at any date, the value of the consideration obtainable in a sale of such asset
at such date assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and
arranged in an orderly manner over a reasonable period of time having regard to the nature and
characteristics of such asset, as reasonably determined by the U.S. Borrower or, if such asset
shall have been the subject of a relatively contemporaneous appraisal by an independent third party
appraiser, the basic assumptions underlying which have not materially changed since its date, the
value set forth in such appraisal and (b) with respect to any marketable Security at any date, the
closing sale price of such Security on the Business Day next preceding such date, as appearing in
any published list of any national securities exchange or the NASDAQ Stock Market or, if there is
no such closing sale price of such Security, the final price for the purchase of such Security at
face value quoted on such business day by a financial institution of recognized standing regularly
dealing in securities of such type and selected by the Administrative Agent.



          “Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for
each day during such period to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a
Business Day, the average of the quotations for such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing selected by it.



          “Federal Reserve Board” means the Board of Governors of the United States Federal Reserve
System, or any successor thereto.



          “Fee Letter” means each of (a) the letter, dated as of April 20, 2007, addressed to Holdings
from each of the Arrangers and accepted by Holdings on April 20, 2007, with respect to certain fees
to be paid from time to time to the Arrangers and (b) the letter, dated April 20, 2007, between the
Administrative Agent and Holdings with respect to certain fees to be paid to the Administrative
Agent in connection with this Agreement.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Financial Covenant Debt” of any Person means Indebtedness of the type specified in clauses
(a), (b), (c), (d), (e), (f) and (h) of the definition of “Indebtedness”.



          “Financial Statements” means the financial statements of Holdings and its Subsidiaries
delivered in accordance with Sections 4.4 (Financial Statements) and 6.1 (Financial Statements).



          “Fiscal
Quarter” means each of the three month periods ending on April 30, July 31, October 31 and January 31.



          “Fiscal Year” means the twelve month period ending on January 31.



          “Foreign Collateral” means all property and interests in property and proceeds thereof now
owned or hereafter acquired by any Foreign Loan Party in or upon which a Lien is granted under any
Foreign Collateral Document.



          “Foreign Collateral Documents” means the Foreign Security Agreements, the Foreign Guaranties,
the Mortgages for real property located outside of the United States, the Intercompany Loan
Documents and any other document executed and delivered by a Foreign Loan Party granting a Lien on
any of its property to secure payment of the Foreign Obligations.



          “Foreign Guaranty” means each guaranty, in form and substance reasonably satisfactory to the
Administrative Agent, executed and delivered by a Foreign Subsidiary Guarantor in favor of the
Administrative Agent.



          “Foreign Loan Documents” means, collectively, this Agreement, the Foreign Security Agreements,
the Foreign Pledged Notes (if any), the Foreign Guaranties, the Fee Letters, the Collateral Sharing
Agreement, each Letter of Credit Reimbursement Agreement, each Hedging Contract between any Foreign
Loan Party and any Lender or any Affiliate of any Lender entered into after the Closing Date in
connection herewith, each Cash Management Document, the Foreign Collateral Documents and each
certificate, agreement or document executed by a Foreign Loan Party and delivered to any Agent or
any Lender in connection with or pursuant to any of the foregoing.



          “Foreign Loan Party” means each of the Luxembourg Borrower, each Foreign Subsidiary Guarantor
and each other Foreign Subsidiary that executes and delivers a Foreign Loan Document.



          “Foreign Obligations” means the Loans, the Letter of Credit Obligations and all other amounts,
obligations, covenants and duties owing by the Luxembourg Borrower to the Agents, any Lender, any
Issuer, any Affiliate of any of them or any Indemnitee, of every type and description (whether by
reason of an extension of credit, opening or amendment of a letter of credit or payment of any
draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or currency swap
transaction, interest rate hedging transaction or otherwise), present or future, in each case
arising under this Agreement or any other Foreign Loan Document (including Cash Management
Documents and Hedging Contracts that are Foreign Loan Documents), whether direct or indirect
(including those acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however acquired and whether or not evidenced by any note,
guaranty or other instrument or for the payment of money, including all letter of credit, cash
management and other fees, interest, charges, expenses, attorneys’ fees and



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Credit Agreement

HLI Operating Company, Inc.

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





disbursements, Cash Management Obligations and other sums chargeable to the Luxembourg
Borrower under this Agreement or any other Foreign Loan Document (including Cash Management
Documents and Hedging Contracts that are Foreign Loan Documents) and all obligations of the
Luxembourg Borrower under any Foreign Loan Document to provide cash collateral for Revolving Letter
of Credit Obligations.



          “Foreign Pledged Notes” means each promissory note or other document, in form and substance
reasonably satisfactory to the Administrative Agent, evidencing each Intercompany Loan, issued by
an Intercompany Borrower in favor of the Intercompany Lender.



          “Foreign Receivables Purchase Program” means, with respect to any Foreign Subsidiary, an
agreement or other arrangement or program providing for the sale on a non-recourse basis (other
than Guaranty Obligations permitted under Section 8.1(c)(ii) (Indebtedness)) of Receivables Assets
in exchange for the advance of funds to such Foreign Subsidiary and/or one or more of its
Subsidiaries pursuant to documentation (including customary performance guaranties) reasonably
acceptable to the Administrative Agent (including, without limitation, an intercreditor agreement);
provided, however, that, with respect to the German Foreign Receivables Purchase Program, recourse
by MHB Financial Services GmbH & Co. KG, Eschborn to Hayes Lemmerz Werke GmbH shall be permitted in
an aggregate amount not to exceed 5% of the amount of Receivables Assets sold pursuant to the
German Foreign Receivables Purchase Program.



          “Foreign Secured Obligations” means, in the case of the Luxembourg Borrower, the Foreign
Obligations, and, in the case of any other Foreign Loan Party, the obligations of such Foreign Loan
Party under the Foreign Guaranty and the other Foreign Loan Documents to which it is a party.



          “Foreign Security Agreements” means each pledge and/or security agreement, in form and
substance reasonably satisfactory to the Administrative Agent, executed and delivered by a Foreign
Subsidiary Guarantor in favor of the Administrative Agent.



          “Foreign Subsidiary” means any Subsidiary of the Parent that is not a Domestic Subsidiary.



          “Foreign Subsidiary Guarantor” means each Foreign Subsidiary (other than a Dormant Subsidiary
and any Subsidiary that is a Securitization SPV) and each other Foreign Subsidiary of Holdings or
the Luxembourg Borrower that becomes a party to a Foreign Guaranty as required pursuant to Section
3.1(a) and Section 7.11, as applicable.



          “Fund” means any Person (other than a natural Person) that is or will be engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business.



          “GAAP” means generally accepted accounting principles in the United States of America as in
effect from time to time set forth in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and the statements and
pronouncements of the Financial Accounting Standards Board, or in such other statements by such
other entity as may be in general use by significant segments of the accounting profession, that
are applicable to the circumstances as of the date of determination.



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Credit Agreement

HLI Operating Company, Inc.

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




          “German Foreign Receivables Purchase Program” means the revolving Foreign Receivables Purchase
Program in an amount not to exceed €20,000,000 at any one time, pursuant to which Hayes Lemmerz
Werke GmbH shall sell and assign certain Receivables Assets to MHB Financial Services GmbH & Co.
KG, Eschborn.



          “Governmental Authority” means any nation, sovereign or government, any state or other
political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, including any central bank.



          “Guarantor” means Holdings, the Parent and each Domestic Subsidiary Guarantor.



          “Guaranty” means the Second Amended and Restated Guaranty, in substantially the form of
Exhibit H-1 (Form of Second Amended and Restated Guaranty), executed by the Guarantors pursuant to
which the Guarantors shall guarantee both the Domestic Obligations and Foreign Obligations and the
U.S. Borrower shall guarantee the Foreign Obligations.



          “Guaranty Obligation” means, as applied to any Person, any direct or indirect liability,
contingent or otherwise, of such Person with respect to any Indebtedness of another Person (or with
respect to any trade payables, not constituting Indebtedness, of a Foreign Subsidiary of such
Person), if the purpose or intent of such Person in incurring the Guaranty Obligation is to provide
assurance to the obligee of such Indebtedness (or such trade payables) that such Indebtedness (or
such trade payables) will be paid or discharged, or that any agreement relating thereto will be
complied with, or that any holder of such Indebtedness (or such trade payables) will be protected
(in whole or in part) against loss in respect thereof, including (a) the direct or indirect
guaranty, endorsement (other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of Indebtedness of
another Person (or such trade payables) and (b) any liability of such Person for Indebtedness of
another Person (or such trade payables) through any agreement (contingent or otherwise) (i) to
purchase, repurchase or otherwise acquire such Indebtedness (or such trade payables) or any
security therefor, or to provide funds for the payment or discharge of such Indebtedness (whether
in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) to
maintain the solvency or any balance sheet item, level of income or financial condition of another
Person, (iii) to make take-or-pay or similar payments, if required, regardless of non-performance
by any other party or parties to an agreement, (iv) to purchase, sell or lease (as lessor or
lessee) property, or to purchase or sell services, primarily for the purpose of enabling the debtor
to make payment of such Indebtedness (or such trade payables) or to assure the holder of such
Indebtedness (or such trade payables) against loss or (v) to supply funds to, or in any other
manner invest in, such other Person (including to pay for property or services irrespective of
whether such property is received or such services are rendered), if in the case of any agreement
described under clause (b)(i), (ii), (iii), (iv) or (v) above the primary purpose or intent thereof
is to provide assurance that Indebtedness of another Person (or such trade payables) will be paid
or discharged, that any agreement relating thereto will be complied with or that any holder of such
Indebtedness (or such trade payables) will be protected (in whole or in part) against loss in
respect thereof. The amount of any Guaranty Obligation shall be equal to the amount of the
Indebtedness (or such trade payables) so guaranteed or otherwise supported.



          “Hedging Contracts” means all Interest Rate Contracts, foreign exchange contracts, currency
swap or option agreements, forward contracts, commodity swap, purchase or option agreements, other
commodity price hedging arrangements, and all other similar



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Credit Agreement

HLI Operating Company, Inc.

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





agreements or arrangements designed to alter the risks of any Person arising from fluctuations
in interest rates, currency values or commodity prices.



          “Holdings” has the meaning specified in the preamble to this Agreement.



          “Holdings’ Accountants” means KPMG, LLP or other independent nationally-recognized public
accountants reasonably acceptable to the Administrative Agent.



          “Indebtedness” of any Person means without duplication (a) all indebtedness of such Person for
borrowed money (other than pursuant to a Securitization Program or a Foreign Receivables Purchase
Program), (b) all obligations of such Person evidenced by notes, bonds, debentures or similar
instruments or that bear interest (other than pursuant to a Securitization Program or a Foreign
Receivables Purchase Program), (c) all reimbursement and all obligations with respect to letters of
credit, bankers’ acceptances, surety bonds and performance bonds, whether or not matured, (d) all
indebtedness for the deferred purchase price of property or services, other than unsecured trade
payables incurred in the ordinary course of business that are (i) not more than 90 days overdue or
(ii) being contested in good faith and by appropriate proceedings if adequate reserves therefor
have been established on the books of such Person in accordance with GAAP, (e) all indebtedness of
such Person created or arising under any conditional sale or other title retention agreement with
respect to property acquired by such Person (even though the rights and remedies of the seller or
lender under such agreement in the event of default are limited to repossession or sale of such
property), (f) all Capital Lease Obligations of such Person and the present value of future rental
payments under all synthetic leases, (g) all Guaranty Obligations of such Person, (h) all
obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any
Stock or Stock Equivalents of such Person, valued, in the case of redeemable preferred stock, at
the greater of its voluntary liquidation preference and its involuntary liquidation preference plus
accrued and unpaid dividends, (i) all payments that such Person would have to make in the event of
an early termination on the date Indebtedness of such Person is being determined in respect of
Hedging Contracts of such Person, (j) all aggregate outstanding amounts invested in Receivables
Assets (or interests therein), whether denominated as “capital,” “net investment,” “loan” or other
"financing,” “payment of purchase price” or other similar term, that are sold, leased, subleased,
transferred or conveyed in accordance with any Securitization Program or a Foreign Receivables
Purchase Program, and (k) all Indebtedness of the type referred to above secured by (or for which
the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by)
any Lien upon or in property (including accounts and general intangibles) owned by such Person,
even though such Person has not assumed or become liable for the payment of such Indebtedness.



          “Indemnified Matter” has the meaning specified in Section 11.5 (Indemnities).



          “Indemnitee” has the meaning specified in Section 11.5 (Indemnities).



          “Indenture” means the Indenture, dated as of May 30, 2007, between the Luxembourg Borrower and
U.S. Bank National Association, as Trustee.



          “Intercompany Borrower” means each borrower of any Intercompany Loan.



          “Intercompany Collateral” means all property and interests in property and proceeds thereof
now owned or hereafter acquired by any Intercompany Loan Party in or upon which a Lien is granted
under any Intercompany Collateral Document.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Intercompany Collateral Documents” means the Intercompany Pledge and Security Agreements, the
Intercompany Mortgages and any other document executed and delivered by any Intercompany Loan Party
granting a Lien on any of its property to secure the payment of the Intercompany Obligations.



          “Intercompany Guaranty” means each guaranty, in form and substance reasonably satisfactory to
the Administrative Agent, executed and delivered by an Intercompany Guarantor in favor of any
Intercompany Lender.



          “Intercompany Guarantor” means each Foreign Subsidiary that executes and delivers an
Intercompany Guaranty.



          “Intercompany Lender” means each lender of any Intercompany Loan.



          “Intercompany Loan” means any Indebtedness owed by any Foreign Subsidiary to any Borrower,
U.S. LLC (until the Triggering Date) or another Foreign Subsidiary.



          “Intercompany Loan Documents” means, collectively, the Intercompany Notes, the Intercompany
Guaranties, the Intercompany Collateral Documents and each certificate, agreement or document
executed by an Intercompany Loan Party in connection with any Intercompany Loan.



          “Intercompany Loan Party” means each Intercompany Borrower, each Intercompany Guarantor and
each Foreign Subsidiary that executes and delivers an Intercompany Loan Document.



          “Intercompany Mortgage” means each mortgage, deed of trust or other real estate security
document, in form and substance reasonably satisfactory to the Administrative Agent, executed and
delivered by an Intercompany Loan Party in favor of any Intercompany Lender.



          “Intercompany Note” means each promissory note or other document, in form and substance
reasonably satisfactory to the Administrative Agent, evidencing each Intercompany Loan, issued by
an Intercompany Borrower in favor of any Intercompany Lender.



          “Intercompany Obligations” means, in the case of any Intercompany Borrower, the Intercompany
Loans to such Intercompany Borrower and all other amounts, obligations, covenants and duties owing
by such Intercompany Borrower to any Intercompany Lender of every type and description (whether by
reason of an extension of credit, loan, guaranty, indemnification or otherwise), present or future,
whether direct or indirect (including those acquired by assignment), absolute or contingent, due or
to become due, now existing or hereafter arising and however acquired and whether or not evidenced
by any note, guaranty or other instrument or for the payment of money, and, in the case of any
other Intercompany Loan Party, the obligations of such Intercompany Loan Party under its
Intercompany Guaranty and the other Intercompany Loan Documents to which it is a party.



          “Intercompany Pledge and Security Agreement” means each pledge and/or other security
agreement, in form and substance reasonably satisfactory to the Administrative Agent, executed and
delivered by an Intercompany Borrower in favor of any Intercompany Lender.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Interest Coverage Ratio” means, with respect to any Person for any period, the ratio of (a)
Consolidated EBITDA of such Person for such period to (b) Cash Interest Expense of such Person for
such period.



          “Interest Expense” means, for any Person for any period, (a) Consolidated total interest
expense of such Person and its Subsidiaries for such period and including, in any event, interest
capitalized during such period and net costs under Interest Rate Contracts for such period minus
(b) Consolidated net gains of such Person and its Subsidiaries under Interest Rate Contracts for
such period and minus (c) any Consolidated interest income of such Person and its Subsidiaries for
such period.



          “Interest Period” means, in the case of any Eurocurrency Rate Loan, (a) initially, the period
commencing on the date such Eurocurrency Rate Loan is made or on the date of conversion of a Base
Rate Loan to such Eurocurrency Rate Loan and ending one, two, three or six months thereafter, as
selected by the applicable Borrower in its Notice of Borrowing or Notice of Conversion or
Continuation given to the Administrative Agent pursuant to Section 2.2 (Borrowing Procedures) or
2.12 (Conversion/Continuation Option) and (b) thereafter, if such Loan is continued, in whole or in
part, as a Eurocurrency Rate Loan pursuant to Section 2.12 (Conversion/Continuation Option), a
period commencing on the last day of the immediately preceding Interest Period therefor and ending
one, two, three or six months thereafter, as selected by the applicable Borrower in its Notice of
Conversion or Continuation given to the Administrative Agent pursuant to Section 2.12
(Conversion/Continuation Option); provided, however, that all of the foregoing provisions relating
to Interest Periods in respect of Eurocurrency Rate Loans are subject to the following:




          (i) if any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day, unless the
result of such extension would be to extend such Interest Period into another calendar
month, in which event such Interest Period shall end on the immediately preceding Business
Day;




          (ii) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Business Day of a calendar month;




          (iii) the applicable Borrower may not select any Interest Period that ends after the
date of a scheduled principal payment on the Loans as set forth in Article II (The
Facilities) unless, after giving effect to such selection, the aggregate unpaid principal
amount of the Loans for which Interest Periods end after such scheduled principal payment
shall be equal to or less than the principal amount to which the Loans are required to be
reduced after such scheduled principal payment is made;




          (iv) the applicable Borrower may not select any Interest Period in respect of Loans
having an aggregate principal amount of less than the applicable Minimum Currency
Threshold; and




          (v) there shall be outstanding at any one time no more than 20 Interest Periods in the
aggregate.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Interest Rate Contracts” means all interest rate swap agreements, interest rate cap
agreements, interest rate collar agreements and interest rate insurance.



          “Inventory” has the meaning specified in the UCC.



          “Investment” means, with respect to any Person, (a) any purchase or other acquisition by such
Person of (i) any Security issued by, (ii) a beneficial interest in any Security issued by, or
(iii) any other equity ownership interest in, any other Person, (b) any purchase by such Person of
all or substantially all of the assets of a business conducted by any other Person, or all or
substantially all of the assets constituting the business of a division, branch or other unit
operation of any other Person, (c) any loan, advance (other than deposits with financial
institutions available for withdrawal on demand, prepaid expenses, accounts receivable and similar
items made or incurred in the ordinary course of business) or capital contribution by such Person
to any other Person, including all Indebtedness of any other Person to such Person arising from a
sale of property by such Person other than in the ordinary course of its business, and (d) any
Guaranty Obligation incurred by such Person in respect of Indebtedness of any other Person.



          “IRS” means the Internal Revenue Service of the United States or any successor thereto.



          “Issue” means, with respect to any Letter of Credit or Synthetic Letter of Credit, to issue,
extend the expiry of, renew or increase the maximum face amount (including by deleting or reducing
any scheduled decrease in such maximum face amount) of, such Letter of Credit or Synthetic Letter
of Credit. The terms “Issued” and “Issuance” shall have a corresponding meaning.



          “Issuer” means (i) each Lender or Affiliate of a Lender that (a) is listed on the signature
pages hereof as an “Issuer” or (b) hereafter becomes an Issuer with the approval of the
Administrative Agent and the Borrowers by agreeing pursuant to an agreement with and in form and
substance satisfactory to the Administrative Agent and the Borrowers to be bound by the terms
hereof applicable to Issuers; provided, however, that with respect to any Synthetic Letter of
Credit, the term “Issuer” shall mean Citibank, N.A.



          “Lender” means the Swing Loan Lender and each other financial institution or other entity that
(a) is listed on the signature pages hereof as a “Lender” or (b) from time to time becomes a party
hereto by execution of an Assignment and Acceptance.



          “Letter of Credit” means any Revolving Letter of Credit or any Synthetic Letter of Credit.



          “Letter of Credit Obligations” means, with respect to each Borrower, at any time, the
aggregate of all liabilities at such time of such Borrower to all Issuers with respect to Letters
of Credit, whether or not any such liability is contingent, including, without duplication, the sum
of (a) the Dollar Equivalents of the Reimbursement Obligations at such time (b) the Dollar
Equivalent of the Revolving Letter of Credit Undrawn Amounts at such time and (c) the Dollar
Equivalent of the Synthetic L/C Undrawn Amounts.



          “Letter of Credit Reimbursement Agreement” has the meaning specified in Section 2.4(e)
(Letters of Credit).



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Credit Agreement

HLI Operating Company, Inc.

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




          “Letter of Credit Request” has the meaning specified in Section 2.4(c) (Letters of
Credit).



          “Letter of Credit Undrawn Amounts” means, with respect to each Borrower, the sum such U.S.
Letter of Credit Undrawn Amounts and such Euro Letter of Credit Undrawn Amounts.



          “Leverage Ratio” means, with respect to any Person as of any date, the ratio of (a)
Consolidated Financial Covenant Debt of such Person outstanding as of such date to (b) Consolidated
EBITDA for such Person for the last four Fiscal Quarter period ending on or before such date;
provided, however, that the aggregate amount of any cash and Cash Equivalents that is not required
to be designated as “restricted” on the balance sheet of such Person in accordance with GAAP of
Holdings and any of its Subsidiaries as of such date that are free and clear of any liens (other
than Liens in favor of any Agent and any customary banker’s liens, set-offs and counterclaims)
shall be subtracted from the sum of “Financial Covenant Debt”.



          “LIBOR Rate” means, with respect to any Interest Period, the rate per annum determined by the
Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business
Days prior to the commencement of such Interest Period (or, if different, the date on which
quotations would customarily be provided by leading banks in the London Interbank Market for
deposits of amounts in the relevant currency for delivery on the first day of such Interest Period)
by reference to the applicable Screen Rate for deposits in Dollars (as set forth by any service
selected by the Agent that has been nominated by the British Bankers’ Association as an authorized
information vendor for the purpose of displaying such rates), for a period equal to such Interest
Period; provided that, to the extent that an interest rate is not ascertainable pursuant to the
foregoing provisions of this definition, the “LIBOR Rate” shall be the interest rate per annum
determined by the Administrative Agent to be the average of the rates per annum at which deposits
in Dollars are offered for such relevant Interest Period to major banks in the London interbank
market in London, England by the Administrative Agent at approximately 11:00 a.m. (London time) on
the date that is two Business Days prior to the beginning of such Interest Period.



          “Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge, deposit
arrangement, encumbrance, lien (statutory or other), security interest or preference, priority or
other security agreement or preferential arrangement of any kind or nature whatsoever intended to
assure payment of any Indebtedness or the performance of any other obligation, including any
conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease
and any financing lease having substantially the same economic effect as any of the foregoing, and
the filing of any financing statement under the UCC or comparable law of any jurisdiction naming
the owner of the asset to which such Lien relates as debtor.



          “Loan” means any loan made by any Lender pursuant to this Agreement.



          “Loan Documents” means the Domestic Loan Documents and the Foreign Loan Documents.



          “Loan Party” means each of the Borrowers, each Guarantor and each other Subsidiary of the
Borrowers that executes and delivers a Loan Document.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Local Time” means, with respect to (a) a Dollar Revolving Loan, New York time and (b) a Euro
Revolving Loan, London time.



          “Lux Subsidiary” means HLI Luxembourg S.a.r.L.



          “Mandatory Costs” means, with respect to a Loan or other unpaid sum, the rate per annum
notified by any Lender to the Administrative Agent to be the cost to that Lender of compliance with
all reserve asset, liquidity or cash margin or other like requirements of the Bank of England, the
Financial Services Authority or the European Central Bank and which shall be determined in
accordance with Schedule III (Mandatory Costs).



          “Material Adverse Change” means a material adverse change in any of (a) the condition
(financial or otherwise), business or operations of (i) Holdings and its Subsidiaries, taken as a
whole, or (ii) the Borrowers and their respective Subsidiaries, taken as a whole, in each case,
since January 31, 2007, (b) the legality, validity or enforceability of the Loan Documents, (c) the
perfection or priority of the Liens granted pursuant to the Collateral Documents, (d) the ability
of the Borrowers to repay their respective Obligations or of the other Loan Parties to perform
their respective obligations under the Loan Documents or (e) the ability of the Agents, the Lenders
or the Issuers to enforce the Loan Documents.



          “Material Adverse Effect” means an effect that results in or causes, or could reasonably be
expected to result in or cause, a Material Adverse Change.



          “Minimum Currency Threshold” means, in the case of Revolving Credit Borrowings of (i) Base
Rate Loan in Dollars, an aggregate amount of not less than $3,000,000 or an integral multiple of
$1,000,000 in excess thereof and (ii) Eurocurrency Rate Loans, an aggregate amount of not less than
$3,000,000 (for Loans denominated in Dollars) or €3,000,000 (for Loans denominated in Euro) or an
integral multiple of $1,000,000 (or €1,000,000) in excess thereof.



          “Moody’s” means Moody’s Investors Services, Inc.



          “Mortgages” means the mortgages, deeds of trust or other real estate security documents made
or required herein to be made by the Borrowers or any other Loan Party.



          “Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to
which the U.S. Borrower, any of its Subsidiaries or any ERISA Affiliate has any obligation or
liability, contingent or otherwise.



          “Net Cash Proceeds” means proceeds received by any Loan Party or any of its Subsidiaries after
the Effective Date in cash or Cash Equivalents from any (a) Asset Sale, other than an Asset Sale
permitted under Section 8.4(a), (b), (c), (e), (f), (g), (h) or (i) (Sale of Assets), net of (i)
the reasonable cash costs of sale, assignment or other disposition, (ii) taxes paid or reasonably
estimated to be payable as a result thereof and (iii) any amount required to be paid or prepaid on
Indebtedness (other than the Obligations) secured by the assets subject to such Asset Sale;
provided, however, that evidence of each of (i), (ii) and (iii) above is provided to the
Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent or
(b) Property Loss Event (other than a Property Loss Event arising solely from any loss of or damage
to property owned by a Securitization SPV), in each case, net of brokers’ and advisors’ fees and
other costs incurred in connection with such transaction.



26









 






Credit Agreement

HLI Operating Company, Inc.

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




          “Non-Cash Interest Expense” means, with respect to any Person for any period, the sum of the
following amounts to the extent included in the definition of Interest Expense (a) the amount of
debt discount and debt issuance costs amortized, (b) charges relating to write-ups or write-downs
in the book or carrying value of existing Financial Covenant Debt, (c) interest payable in
evidences of Indebtedness or by addition to the principal of the related Indebtedness and (d) other
non-cash interest.



          “Non-Consenting Lender” has the meaning specified in Section 11.1(c) (Amendments, Waivers,
Etc.).



          “Non-Funding Lender” has the meaning specified in Section 2.2(e) (Borrowing
Procedures).



          “Non-U.S. Lender” means (a) each Lender, Issuer and Agent that is a foreign person as defined
in Treasury Regulations Section 1.1441-1(c)(2) or (b) each Lender, Issuer and Agent that is a
wholly-owned domestic entity that is disregarded for United States federal tax purposes under
Treasury Regulations Section 301.7701-2(c)(2) as an entity separate from its owner and whose single
owner is a foreign person within the meaning of Treasury Regulations Section 1.1441-1(c)(2).



          “Non-Wheel Businesses” means, each of the following, (i) HLI Powertrain Holding Company, Inc.,
(ii) Hayes Lemmerz International — Wabash, Inc., (iii) Hayes Lemmerz Fronterizas HLI, S.A. de C.V.,
(iv) HLI Brakes Holding Company, Inc., (v) Hayes Lemmerz International — Homer, Inc., (vi) Hayes
Lemmerz International — Frenos, S.A. de C.V., (vii) HLI Suspension Holding Company, Inc., (viii)
HLI Services Holding Company, Inc., (ix) Hayes Lemmerz International — Technical Center, Inc., (x)
HLI Realty, Inc., (xi) MGG Group B.V., (xii) MGG Tegelen B.V., (xiii) MGG Bergen B.V., (xiv) MGG
Czech, s.r.o. and (xv) MGG Belgium N.V.



          “Note” means any Revolving Credit Note or Term Loan Note.



          “Note Guaranty” has the meaning specified in the Indenture.



          “Notice of Borrowing” has the meaning specified in Section 2.2(a) (Borrowing
Procedures).



          “Notice of Conversion or Continuation” has the meaning specified in Section 2.12
(Conversion/Continuation Option).



          “Obligations” means, collectively, the Domestic Obligations and the Foreign Obligations.



          “Parent” means HLI Parent Company, Inc.



          “PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.



          “Permit” means any permit, approval, authorization, license, variance or permission required
from a Governmental Authority under an applicable Requirement of Law.



27









 






Credit Agreement

HLI Operating Company, Inc.

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




          “Permitted Acquisition” means the acquisition by either of the Borrowers or any of their
Subsidiaries of all or substantially all of the assets or Stock of any Person or of any operating
division thereof (the “Target”), or the merger of the Target with or into either of the Borrowers
or any Subsidiary of such Borrower (with such Borrower, in the case of a merger with either of the
Borrowers, being the surviving organization) subject to the satisfaction of each of the following
conditions:




     (a) the Administrative Agent shall receive at least 10 Business Days’ prior written
notice of such acquisition, which notice shall include, without limitation, a reasonably
detailed description of such acquisition;




     (b) such acquisition shall only involve assets comprising a business, or those assets
of a business, of the type permitted under Section 8.8 (Change in Nature of Business);




     (c) such acquisition shall be consensual and shall have been approved by the Target’s
board of directors;




     (d) no additional Indebtedness or other liabilities shall be incurred, assumed or
otherwise be reflected on a Consolidated balance sheet of the U.S. Borrower and Target
after giving effect to such acquisition, except (i) Loans made hereunder, (ii) ordinary
course trade payables and accrued expenses and (iii) Indebtedness of the Target permitted
under Section 8.1 (Indebtedness);




     (e) the sum of all amounts payable in connection with such acquisition and all other
Permitted Acquisitions (including all transaction costs and all Indebtedness, liabilities
and Guaranty Obligations incurred or assumed in connection therewith or otherwise reflected
in a Consolidated balance sheet of the U.S. Borrower and Target (excluding any
consideration consisting of common stock of Holdings) shall not exceed $50,000,000;
provided, however, that, if the Leverage Ratio of the U.S. Borrower as of the date of such
acquisition on a pro forma basis, after giving effect to such acquisition, is less than
2.25 to 1.0, then such amount shall be $75,000,000;




     (f) at or prior to the closing of such acquisition, the applicable Borrower (or the
Subsidiary making such acquisition) and the Target shall have executed such documents and
taken such actions as may be required under Section 7.11 (Additional Collateral and
Guaranties);




     (g) concurrently with delivery of the notice referred to in clause (a) above, the
applicable Borrower shall have delivered to the Administrative Agent such other financial
information, financial analysis, documentation or other information relating to such
acquisition as the Administrative Agent or any Lender shall reasonably request;




     (h) on or prior to the date of such acquisition, the Administrative Agent shall have
received, copies of the acquisition agreement, related Contractual Obligations and
instruments, and all opinions, certificates, lien search results and other documents
reasonably requested by the Administrative Agent; and




     (i) at the time of such acquisition and after giving effect thereto, (i) no Default or
Event of Default shall have occurred and be continuing and (ii) all



28









 






Credit Agreement

HLI Operating Company, Inc.

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





representations and warranties contained in Article IV (Representations and
Warranties) and in the other Loan Documents shall be true and correct in all material
respects.



          “Person” means an individual, partnership, corporation (including a business trust), joint
stock company, estate, trust, limited liability company, unincorporated association, joint venture
or other entity, or a Governmental Authority.



          “Pledge and Security Agreement” means the Second Amended and Restated Pledge and Security
Agreement, in substantially the form of Exhibit I (Form of Second Amended and Restated Pledge and
Security Agreement), executed by the U.S. Borrower and each Domestic Subsidiary Guarantor.



          “Pledged Notes” has the meaning specified in the Pledge and Security Agreement.



          “Pledged Stock” has the meaning specified in the Pledge and Security Agreement.



          “Projections” means those financial projections dated April 16, 2007, covering the fiscal
years ending in 2007 through 2011 inclusive, delivered to the Lenders by the U.S. Borrower prior to
the Effective Date.



          “Property Loss Event” means (a) any loss of or damage to property of the U.S. Borrower or any
of its Subsidiaries that results in the receipt by such Person of proceeds of insurance in excess
of $1,000,000 (individually or in the aggregate) or (b) any taking of property of the U.S. Borrower
or any of its Subsidiaries that results in the receipt by such Person of a compensation payment in
respect thereof in excess of $1,000,000 (individually or in the aggregate).



          “Proposed Change” has the meaning specified in Section 11.1(c) (Amendments, Waivers,
Etc.).



          “Protective Advances” means all expenses, disbursements and advances incurred by the
Administrative Agent pursuant to the Loan Documents after the occurrence and during the continuance
of an Event of Default that the Administrative Agent, in its sole discretion, deems necessary or
desirable to preserve or protect the Collateral or any portion thereof or to enhance the
likelihood, or maximize the amount, of repayment of the Obligations.



          “Purchasing Lender” has the meaning specified in Section 11.8 (Sharing of Payments, Etc.).



          “Ratable Portion” or “ratably” means, with respect to any Lender, (a) with respect to the
Revolving Credit Facility, the percentage obtained by dividing (i) the Revolving Credit Commitment
of such Lender by (ii) the aggregate Revolving Credit Commitments of all Lenders (or, at any time
after the Revolving Credit Termination Date, the percentage obtained by dividing the aggregate
outstanding principal balance of the Revolving Credit Outstandings owing to such Lender by the
aggregate outstanding principal balance of the Revolving Credit Outstandings owing to all Lenders),
(b) with respect to the Term Loan Facility, the percentage obtained by dividing (i) the Term Loan
Commitment of such Lender by (ii) the aggregate Term Loan Commitments of all Term Loan Lenders (or,
at any time after the Effective Date, the



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Credit Agreement

HLI Operating Company, Inc.

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





percentage obtained by dividing the aggregate outstanding principal balance of such Lender’s
Term Loan by the aggregate outstanding principal balance of the Term Loans), (c) with respect to
the Credit-Linked Deposits or Synthetic L/C Commitments of any Lender, the percentage obtained by
dividing (i) the Synthetic L/C Exposure of that Lender by (ii) the aggregate Synthetic L/C Exposure
of all Lenders, and (d) with respect to the Facilities as a whole, the percentage obtained by
dividing (i) the Commitments of such Lender by (ii) the aggregate Commitments of all Lenders (or,
at any time after the Effective Date, the percentage obtained by dividing the aggregate outstanding
principal balance of the Loans owing to such Lender by the aggregate outstanding principal balance
of all Loans owing to all Lenders).



          “Receivables Assets” means all of the following property and following interests in property,
including any undivided interest in any pool of any such property or interests, whether now
existing or existing in the future or hereafter arising or acquired: (i) accounts, (ii) accounts
receivable, general intangibles, instruments, contract rights, documents and chattel paper, in each
case, solely to the extent created by or arising from sales of goods, leases of goods, or the
rendition of services, no matter how evidenced, whether or not earned by performance, and including
all rights to payment thereunder, (iii) all unpaid seller’s or lessor’s rights (including, without
limitation, rescission, replevin, reclamation and stoppage in transit) relating to any of the
foregoing or arising therefrom, (iv) all rights to any goods or merchandise represented by any of
the foregoing (including, without limitation, returned or repossessed goods), (v) all reserves and
credit balances with respect to any such accounts receivable or account debtors, (vi) all letters
of credit, security or Guaranty Obligations with respect to any of the foregoing, (vii) all
insurance policies proceeds, premium refunds or reports relating to any of the foregoing, (viii)
all collection or deposit accounts relating to any of the foregoing, (ix) all books and records
relating to any of the foregoing, (x) all instruments, contract rights, chattel paper, documents
and general intangibles relating to any of the foregoing, (xi) rights against a seller or other
transferor in respect of the repurchase of accounts receivable arising as a result of a breach of a
representation or warranty and (xii) all proceeds of any of the foregoing.



          “Register” has the meaning specified in Section 11.2(c) (Assignments and
Participations).



          “Reimbursement Date” has the meaning specified in Section 2.4(h) (Letters of Credit).



          “Reimbursement Obligations” means, collectively, the Revolving Letter of Credit Reimbursement
Obligations and the Synthetic L/C Reimbursement Obligations.



          “Reinvestment Deferred Amount” means, with respect to any Reinvestment Event, the aggregate
Net Cash Proceeds received by any Loan Party in connection therewith that are not initially applied
to prepay the Loans pursuant to Section 2.10 (Mandatory Prepayments) as a result of the delivery of
a Reinvestment Notice no later than five Business Days following such Asset Sale or Property Loss
Event.



          “Reinvestment Event” means any Asset Sale or Property Loss Event in respect of which the U.S.
Borrower has delivered a Reinvestment Notice.



          “Reinvestment Notice” means a written notice executed by a Responsible Officer of the U.S.
Borrower stating that no Default or Event of Default has occurred and is continuing and that the
U.S. Borrower (directly or indirectly through one of its Subsidiaries) intends and



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Credit Agreement

HLI Operating Company, Inc.

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





expects to use all or a specified portion of the Net Cash Proceeds of an Asset Sale or
Property Loss Event to acquire assets useful in its or one of its Subsidiaries’ businesses or, in
the case of a Property Loss Event, to effect repairs.



          “Reinvestment Prepayment Amount” means, with respect to any Reinvestment Event, the
Reinvestment Deferred Amount relating thereto less any amount expended or required to be expended
pursuant to a Contractual Obligation entered into prior to the relevant Reinvestment Prepayment
Date to acquire assets useful in any Borrower’s business or, in the case of a Property Loss Event,
to effect repairs.



          “Reinvestment Prepayment Date” means, with respect to any Reinvestment Event, the earlier of
(a) the date occurring 180 days after such Reinvestment Event and (b) the date that is five
Business Days after the date on which the U.S. Borrower shall have notified the Administrative
Agent of the U.S. Borrower’s determination not to acquire replacement assets useful in the U.S.
Borrower’s’ or a Subsidiary’s business (or, in the case of a Property Loss Event, not to effect
repairs) with all or any portion of the relevant Reinvestment Deferred Amount.



          “Related Business” means any business that is substantially similar to, or related extensions
of, the business of the U.S. Borrower and/or its Subsidiaries as conducted on the Effective Date
occurring in the ordinary course.



          “Related Documents” means the Indenture, the Senior Notes, the Note Guaranties and each other
document and instrument executed with respect thereto.



          “Release” means, with respect to any Person, any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, dispersal, leaching or migration, in each case, of any
Contaminant into the indoor or outdoor environment or into or out of any property owned by such
Person, including the movement of Contaminants through or in the air, soil, surface water, ground
water or property.



          “Remedial Action” means all actions required to (a) clean up, remove, treat or in any other
way address any Contaminant in the indoor or outdoor environment, (b) prevent the Release or threat
of Release or minimize the further Release so that a Contaminant does not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform
pre-remedial studies and investigations and post-remedial monitoring and care.



          “Requirement of Law” means, with respect to any Person, the common law and all federal, state,
local and foreign laws, rules and regulations, orders, judgments, decrees and other determinations
of any Governmental Authority or arbitrator, applicable to or binding upon such Person or any of
its property or to which such Person or any of its property is subject.



          “Requisite Lenders” means, collectively, Lenders having more than fifty percent (50%) of the
sum of (a) the aggregate outstanding amount of the Revolving Credit Commitments or, after the
Revolving Credit Termination Date, the aggregate Revolving Credit Outstandings, (b) the aggregate
outstanding amount of the Term Loan Commitments or, after the Effective Date, the aggregate
principal amount of the Term Loans then outstanding and (c) the aggregate outstanding amount of the
Synthetic L/C Commitments. A Non-Funding Lender shall not be included in the calculation of
“Requisite Lenders.”



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Credit Agreement

HLI Operating Company, Inc.

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




          “Requisite Revolving Credit Lenders” shall mean Revolving Credit Lenders having more than
fifty percent (50%) of the aggregate outstanding amount of the Revolving Credit Commitments or,
after the Revolving Credit Termination Date, fifty percent (50 %) of the aggregate Revolving Credit
Outstandings. A Non-Funding Lender shall not be included in the calculation of “Requisite
Revolving Credit Lenders.”



          “Requisite Synthetic L/C Lenders” means Synthetic L/C Lenders having more than fifty percent
(50%) of the aggregate outstanding amount of the Synthetic L/C Commitments.



          “Requisite Term Loan Lenders” means Term Loan Lenders having more than 50% of the aggregate
outstanding amount of the Term Loan Commitments or, after the Effective Date, fifty percent (50%)
of the principal amount of the Term Loans then outstanding.



          “Responsible Officer” means, with respect to any Person, any of the principal executive
officers, managing members or general partners of such Person but, in any event, with respect to
financial matters, the chief financial officer, treasurer or controller of such Person.



          “Restricted Payment” means (a) any dividend, distribution or any other payment whether direct
or indirect, on account of any Stock or Stock Equivalents of the Parent, the U.S. Borrower or any
of its Subsidiaries now or hereafter outstanding and (b) any redemption, retirement, sinking fund
or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or
Stock Equivalents of the Parent, the U.S. Borrower or any of its Subsidiaries now or hereafter
outstanding.



          “Revolving Credit Borrowing” means, with respect to a Borrower, Revolving Loans made to such
Borrower on the same day by the Revolving Credit Lenders ratably according to their respective
Revolving Credit Commitments.



          “Revolving Credit Commitment” means the U.S. Revolving Credit Commitments and the Euro
Revolving Credit Commitments.



          “Revolving Credit Facility” means the Revolving Credit Commitments and the provisions herein
related to the Revolving Loans, Swing Loans and Letters of Credit.



          “Revolving Credit Lender” means each Lender having a Revolving Credit Commitment.



          “Revolving Credit Note” means a promissory note any Borrower, substantially in the form of
Exhibit B-1 (Form of Revolving Credit Note), payable to the order of any Revolving Credit Lender in
a principal amount equal to the amount of such Revolving Credit Lender’s Revolving Credit
Commitment evidencing the aggregate Indebtedness of such Borrower to such Revolving Credit Lender
resulting from the Revolving Loans owing by such Borrower to such Revolving Credit Lender.



          “Revolving Credit Outstandings” means, with respect to a Borrower, at any particular time, the
sum of such Borrower’s (a) U.S. Revolving Credit Outstandings and (b) Euro Revolving Credit
Outstandings.



          “Revolving Credit Termination Date” shall mean the earliest of (a) the Scheduled Termination
Date, (b) the date of termination of the Revolving Credit Commitments pursuant to



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Credit Agreement

HLI Operating Company, Inc.

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





Section 2.6 and (c) the date on which the Obligations become due and payable pursuant to
Section 9.2 (Remedies).



          “Revolving Letter of Credit” means any U.S Revolving Letter of Credit or Euro Revolving Letter
of Credit.



          “Revolving Letter of Credit Obligations” means, with respect to a Borrower, the sum of such
Borrower’s Euro Revolving Letter of Credit Obligations and such Borrower’s Dollar Revolving Letter
of Credit Obligations.



          “Revolving Letter of Credit Reimbursement Obligations” means, with respect to a Borrower, at
any time, the sum of such Borrower’s U.S. Revolving Letter of Credit Reimbursement Obligations and
such Borrower’s Euro Revolving Letter of Credit Reimbursement Obligations.



          “Revolving Letter of Credit Sublimit” means, with respect to Revolving Letters of Credit under
the Revolving Credit Facility, $35,000,000 (or the Dollar Equivalent).



          “Revolving Letter of Credit Undrawn Amounts” means, with respect to a Borrower, at any time,
the sum of such Borrower’s U.S. Revolving Letter of Credit Undrawn Amounts and such Borrower’s Euro
Revolving Letter of Credit Undrawn Amounts.



          “Revolving Loan” means any Dollar Revolving Loan or Euro Revolving Loan. To avoid any doubt,
no Swing Loan shall be a Revolving Loan.



          “Rights Offering” means a rights offering to Holdings’ stockholders at a subscription price of
$3.25 per share.



          “Rights Offering Documents” means the Registration Rights Agreement, dated as of March 16,
2007, by and among Holdings, Deutsche Bank Securities Inc., SPCP Group, LLC and any additional
parties identified on the signature pages of any Additional Investor Agreement (as defined
therein), as amended, and each other document and instrument executed with respect thereto.



          “S&P” means Standard & Poor’s Rating Services.



          “Scheduled Termination Date” means May 30, 2013.



          “Screen Rate” means (i) in relation to EURIBOR, the percentage rate per annum determined by
the Banking Federation of the European Union for the relevant period, in each case displayed on the
appropriate page of the Telerate screen and (ii) in relation to the LIBOR Rate for any Eurocurrency
Rate Loan in Euro, the British Bankers’ Association Settlement Rate for the relevant currency and
period and (iii) in relation to the LIBOR Rate for any Eurocurrency Rate Loan in Dollars, the
Reuters Screen LIBOR01 Page as of 11:00 a.m, London time, on the second full Business Day next Day
next preceding the first day of each Interest Period. If the agreed page is replaced or service
ceases to be available, the Administrative Agent may specify another page or service as determined
in the reasonable exercise of its judgment displaying the appropriate rate after consultation with
the U.S. Borrower.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Secured Obligations” means, collectively the Domestic Secured Obligations and the Foreign
Secured Obligations.



          “Secured Parties” means the Lenders, the Issuers, the Administrative Agent and any other
holder of any Secured Obligation.



          “Securitization Program” means, with respect to any Person, an agreement or other arrangement
or program providing for the sale, transfer or conveyance to a Securitization SPV of Receivables
Assets in exchange for the advance of funds to such Person and/or one or more of its Subsidiaries
pursuant to documentation (including customary performance guaranties) reasonably acceptable to the
Administrative Agent (including, without limitation, an intercreditor agreement).



          “Securitization SPV” means a trust, bankruptcy remote entity or other special purpose entity
which is a Subsidiary (or, if not a Subsidiary, the common equity of which is wholly owned,
directly or indirectly, by the U.S. Borrower) and which is formed for the purpose of, and engages
in no material business other than, acting as an issuer or a depositor under a Securitization
Program or as an intermediate transferee and transferor under a Securitization Program (and, in
connection therewith, in either case, owning Receivables Assets and pledging or transferring any
interests therein).



          “Security” means any Stock, Stock Equivalent, voting trust certificate, bond, debenture, note
or other evidence of Indebtedness, whether secured, unsecured, convertible or subordinated, or any
certificate of interest, share or participation in, any temporary or interim certificate for the
purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing, but shall not include any evidence of the Obligations.



          “Selling Lender” has the meaning specified in Section 11.8 (Sharing of Payments, Etc.).



          “Senior Notes” means the 8.25% senior notes due 2015 issued pursuant to the Indenture.



          “Series A Preferred Stock” means the 100,000 shares of preferred stock of the U.S. Borrower,
par value $1.00 per share.



          “Solvent” means, with respect to any Person, that the value of the assets of such Person (both
at fair value and present fair saleable value) is, on the date of determination, greater than the
total amount of liabilities (including contingent and unliquidated liabilities) of such Person as
of such date and that, as of such date, such Person is able to pay all liabilities of such Person
as such liabilities mature and does not have unreasonably small capital. In computing the amount
of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the
amount that, in light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.



          “Spanish Holdings” means HLI European Holdings ETVE, S.L.



          “Special Purpose Vehicle” means any special purpose funding vehicle identified as such in
writing by any Lender to the Administrative Agent.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Specified Asset Sale” means an Asset Sale with respect to the assets listed on Schedule IV.



          “Standby Letter of Credit” means any Letter of Credit that is not a Documentary Letter of
Credit.



          “Stock” means shares of capital stock (whether denominated as common stock or preferred
stock), beneficial, partnership or membership interests, participations or other equivalents
(regardless of how designated) of or in a corporation, partnership, limited liability company or
equivalent entity, whether voting or non-voting.



          “Stock Equivalents” means all securities convertible into or exchangeable for Stock and all
warrants, options or other rights to purchase or subscribe for any Stock, whether or not presently
convertible, exchangeable or exercisable.



          “Subsidiary” means, with respect to any Person, any corporation, partnership, limited
liability company or other business entity of which an aggregate of more than 50% of the
outstanding Voting Stock is, at the time, directly or indirectly, owned or controlled by such
Person or one or more Subsidiaries of such Person.



          “Subsidiary Guarantor” means each Domestic Subsidiary Guarantor and each Foreign Subsidiary
Guarantor.



          “Substitute Institution” has the meaning specified in Section 2.18 (Substitution of Lenders).



          “Substitution Notice” has the meaning specified in Section 2.18 (Substitution of Lenders).



          “Swing Loan” has the meaning specified in Section 2.3 (Swing Loans).



          “Swing Loan Lender” means CNAI or any other Revolving Credit Lender that becomes the
Administrative Agent or agrees, with the approval of the Administrative Agent and the U.S.
Borrower, to act as the Swing Loan Lender hereunder, in each case, in its capacity as the Swing
Loan Lender hereunder.



          “Swing Loan Request” has the meaning specified in Section 2.3(b) (Swing Loans).



          “Swiss Branch” means a branch office of U.S. LLC, established under the laws of Switzerland
for the purpose of facilitating financing and other transactions among the Luxembourg Borrower and
its Subsidiaries.



          “Syndication Agent” has the meaning specified in the preamble to this Agreement.



          “Synthetic L/C Availability Period” means the period from the Effective Date to but excluding
the Term Loan Maturity Date.



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Credit Agreement

HLI Operating Company, Inc.

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




          “Synthetic L/C Commitment” means the commitment of a Lender to make or otherwise fund a
Credit-Linked Deposit and “Synthetic L/C Commitments” means such commitments of all Lenders in the
aggregate. The amount of each Lender’s Synthetic L/C Commitment, if any, is set forth opposite
such Lender’s name on Schedule I (Commitments) or in the applicable Assignment and Acceptance,
subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate
amount of the Synthetic L/C Commitments as of the Effective Date is €15,000,000.



          “Synthetic L/C Disbursement” means a payment or disbursement made by the Issuer pursuant to a
Synthetic Letter of Credit.



          “Synthetic L/C Exposure” means, with respect to any Synthetic L/C Lender, as of any date of
determination, the outstanding principal amount of the Credit-Linked Deposit of such Lender and,
without duplication, its participation hereunder in any Synthetic Letter of Credit; provided, at
any time prior to the making of the Credit-Linked Deposit, the Synthetic L/C Exposure of any Lender
shall be equal to such Lender’s Synthetic L/C Commitment.



          “Synthetic L/C Facility” means Synthetic Letters of Credit and the provisions herein related
to the Synthetic Letters of Credit.



          “Synthetic L/C Lender” means each Lender having a Synthetic L/C Commitment or which has an
interest in a Credit-Linked Deposit.



          “Synthetic L/C Reimbursement Obligations” means all matured reimbursement or repayment
obligations of the Luxembourg Borrower to the Issuers with respect to amounts drawn under Synthetic
Letters of Credit.



          “Synthetic L/C Undrawn Amount” means, as at any date of determination, the sum of (a) the
aggregate undrawn amount of all outstanding Synthetic Letters of Credit at such date and (b) the
aggregate amount of all Synthetic L/C Disbursements that have not yet been reimbursed at such date
(or deemed to have not yet been reimbursed at such date pursuant to Section 2.4(h).



          “Synthetic Letter of Credit” means a standby letter of credit issued or to be issued by the
Issuer pursuant to Section 2.4 (Letters of Credit) and 2.5 (Synthetic Letters of Credit).



          “TARGET” means Trans-European Automated Real-time Gross Settlement Express Transfer payment
system.



          “TARGET Day” means any day on which TARGET is open for the settlement of payments in Euro.



          “Tax Affiliate” means, with respect to any Person, (a) any Subsidiary of such Person or (b)
any Affiliate of such Person with which such Person files or is eligible to file consolidated,
combined or unitary tax returns.



          “Tax Return” has the meaning specified in Section 4.8(a) (Taxes).



          “Taxes” has the meaning specified in Section 2.17(a) (Taxes).



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Credit Agreement

HLI Operating Company, Inc.

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




          “Term Loan” has the meaning specified in Section 2.1(c) (The Commitments).



          “Term Loan Borrowing” means Term Loans made on the same day by the Term Lenders ratably
according to their respective Term Loan Commitments.



          “Term Loan Commitment” means with respect to each Term Loan Lender, the commitment of such
Lender to make Term Loans to the Luxembourg Borrower on the Effective Date in the aggregate
principal amount outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule I (Commitments) under the caption “Term Loan Commitment” (as amended to reflect each
Assignment and Acceptance executed by such Lender), as such amount may be reduced pursuant to this
Agreement.



          “Term Loan Facility” means the Term Loan Commitments and the provisions herein related to the
Term Loans.



          “Term Loan Lender” means each Lender that has a Term Loan Commitment or that holds a Term
Loan.



          “Term Loan Maturity Date” means May 30, 2014.



          “Term Loan Note” means a promissory note of the Luxembourg Borrower, substantially in the form
of Exhibit B-2 (Form of Term Loan Note), payable to the order of any Term Loan Lender in a
principal amount equal to the amount of such Lender’s Term Loan Commitment evidencing the
Indebtedness of the Luxembourg Borrower to such Lender resulting from the Term Loan owing by the
Luxembourg Borrower to such Lender.



          “Title IV Plan” means a pension plan, other than a Multiemployer Plan, covered by Title IV of
ERISA and to which Holdings, any of its Subsidiaries or any ERISA Affiliate has any obligation or
liability (contingent or otherwise).



          “Total Credit-Linked Deposit” means, as at any time of determination, the sum of all
Credit-Linked Deposits at such date.



          “Treasury Regulations” means the final and temporary (but not proposed) income tax regulations
promulgated under the Code, as such regulations may be amended from time to time (including
corresponding provisions of succeeding regulations).



          “Triggering Date” means, the date on which (i) all of the conditions set forth in Schedule
7.13 have been satisfied and (ii) the transactions set forth in the 2007 Corporate Restructuring
have been completed, in each case to the reasonable satisfaction of the Borrowers and the
Administrative Agent.



          “UCC” has the meaning specified in the Pledge and Security Agreement.



          “Unfunded Pension Liability” means, with respect to the U.S. Borrower or any of its
Subsidiaries at any time, the sum of (a) the amount, if any, by which the present value of all
accrued benefits under each Title IV Plan (other than any Title IV Plan subject to Section 4063 of
ERISA) exceeds the fair market value of all assets of such Title IV Plan allocable to such benefits
in accordance with Title IV of ERISA, as determined as of the most recent valuation date for such
Title IV Plan using the actuarial assumptions in effect under such Title IV Plan, (b) the aggregate



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Credit Agreement

HLI Operating Company, Inc.

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





amount of withdrawal liability that could be assessed under Section 4063 with respect to each
Title IV Plan subject to such section, separately calculated for each such Title IV Plan as of its
most recent valuation date and (c) for a period of five years following a transaction reasonably
likely to be covered by Section 4069 of ERISA, the liabilities (whether or not accrued) that could
be avoided by the U.S. Borrower, any of its Subsidiaries or any ERISA Affiliate as a result of such
transaction.



          “Unused Commitment Fee” has the meaning specified in Section 2.13(a) (Fees).



          “U.S. Letter of Credit Undrawn Amounts” means, at any time, the aggregate undrawn amounts of
all U.S. Revolving Letters of Credit outstanding at such time.



          “U.S. LLC” means HLI Swiss Holdings, LLC.



          “U.S Revolving Available Credit” means, at any time, (a) the then effective U.S. Revolving
Credit Commitments minus (b) the aggregate U.S. Revolving Credit Outstandings at such time.



          “U.S. Revolving Credit Commitment” means with respect to each U.S. Revolving Credit Lender,
the commitment of such U.S. Revolving Credit Lender to make Dollar Revolving Loans and acquire
interests in other U.S. Revolving Credit Outstandings in the aggregate principal amount outstanding
not to exceed the amount set forth opposite such U.S. Revolving Credit Lender’s name on Schedule I
(Commitments) under the caption “U.S. Revolving Credit Commitment,” as amended to reflect each
Assignment and Acceptance executed by such U.S. Revolving Credit Lender and as such amount may be
reduced pursuant to this Agreement.



          “U.S. Revolving Credit Lender” means a Lender with a U.S. Revolving Credit Commitment, in its
capacity as such.



          “U.S. Revolving Credit Outstandings” means, at any particular time, the sum of (a) the Dollar
Revolving Loans outstanding at such time, (b) the U.S. Revolving Letter of Credit Obligations
outstanding at such time and (c) the principal amount of the Swing Loans outstanding at such time.



          “U.S. Revolving Letter of Credit” means any letter of credit issued or deemed issued under the
U.S. Revolving Credit Facility pursuant to Section 2.4 (Letters of Credit).



          “U.S. Revolving Letter of Credit Reimbursement Obligations” means all matured reimbursement or
repayment obligations of the Borrowers to any Issuer with respect to amounts drawn under U.S.
Revolving Letters of Credit.



          “U.S. Revolving Letter of Credit Obligations” means, at any time, the aggregate of all
liabilities at such time of the Borrowers to all Issuers with respect to U.S. Revolving Letters of
Credit, whether or not any such liability is contingent, including, without duplication, the sum of
(a) the U.S. Revolving Letter of Credit Reimbursement Obligations at such time and (b) the U.S.
Revolving Letter of Credit Undrawn Amounts at such time.



          “Voting Stock” means Stock of any Person having ordinary power to vote in the election of
members of the board of directors, managers, trustees or other controlling Persons, of



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Credit Agreement

HLI Operating Company, Inc.

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





such Person (irrespective of whether, at the time, Stock of any other class or classes of such
entity shall have or might have voting power by reason of the happening of any contingency).



          “Wholly-Owned Foreign Subsidiary” means any Wholly-Owned Subsidiary that is a Foreign
Subsidiary.



          “Wholly-Owned Subsidiary” means, in respect of any Person, any Subsidiary of such Person, all
of the Stock of which (other than director’s qualifying shares, as may be required by law, and
other de minimis amounts of shares required to be issued to third parties pursuant to the
Requirements of Law of the jurisdiction in which such Person is organized) is owned by such Person,
either directly or indirectly through one or more Wholly-Owned Subsidiaries of such Person.



          “Withdrawal Liability” means, with respect to the U.S. Borrower or any of its Subsidiaries at
any time, the aggregate liability incurred (whether or not assessed) with respect to all
Multiemployer Plans pursuant to Section 4201 of ERISA or for increases in contributions required to
be made pursuant to Section 4243 of ERISA.



          “Working Capital” means, for any Person at any date, the amount by which the Consolidated
Current Assets of such Person at such date exceeds the Consolidated Current Liabilities of such
Person at such date.



          “2007 Corporate Restructuring” means the transactions more fully described on Exhibit K (2007
Corporate Restructuring) hereto, with such changes approved by the Administrative Agent that are
not adverse to the interests of the Lenders.



          Section 1.2 Computation of Time Periods



          In this Agreement, in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to” and “until” each mean
"to but excluding” and the word “through” means “to and including.”



          Section 1.3 Accounting Terms and Principles



          (a) Except as set forth below, all accounting terms not specifically defined herein shall be
construed in conformity with GAAP and all accounting determinations required to be made pursuant
hereto (including for purpose of measuring compliance with Article V (Financial Covenants)) shall,
unless expressly otherwise provided herein, be made in conformity with GAAP.



          (b) If any change in the accounting principles used in the preparation of the most recent
Financial Statements delivered under Section 6.1 (Financial Statements) is hereafter required or
permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting
Standards Board or the American Institute of Certified Public Accountants (or any successors
thereto) and such change is adopted by the U.S. Borrower with the agreement of the U.S. Borrower’s
Accountants and results in a change in any of the calculations required by Section 2.10(b) (Excess
Cash Flow), Article V (Financial Covenants) or Article VIII (Negative Covenants) had such
accounting change not occurred, the parties hereto agree to enter into negotiations in order to
amend such provisions so as to equitably reflect such change with the desired result that the
criteria for evaluating compliance with such covenants by the Borrowers



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Credit Agreement

HLI Operating Company, Inc.

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





shall be the same after such change as if such change had not been made; provided, however,
that no change in GAAP that would affect a calculation that measures compliance with any covenant
contained in Article V (Financial Covenants) or Article VIII (Negative Covenants) shall be given
effect until such provisions are amended to reflect such changes in GAAP.



          (c) Except as expressly set forth herein to the contrary, all references to amounts
denominated in Euro shall mean and be a reference to such amount in the Dollar Equivalent of such
currency.



          Section 1.4 Certain Terms



          (a) The terms “herein,” “hereof” and “hereunder” and similar terms refer to this Agreement as
a whole, and not to any particular Article, Section, subsection or clause in, this Agreement.



          (b) Unless otherwise expressly indicated herein, (i) references in this Agreement to an
Exhibit, Schedule, Article, Section, clause or sub-clause refer to the appropriate Exhibit or
Schedule to, or Article, Section, clause or sub-clause in this Agreement and (ii) the words “above”
and “below”, when following a reference to a clause or a sub-clause of any Loan Document, refer to
a clause or sub-clause within, respectively, the same Section or clause.



          (c) Each agreement defined in this Article I shall include all appendices, exhibits and
schedules thereto. Unless the prior written consent of the Requisite Lenders is required hereunder
for an amendment, restatement, supplement or other modification to any such agreement and such
consent is not obtained, references in this Agreement to such agreement shall be to such agreement
as so amended, restated, supplemented or modified.



          (d) References in this Agreement to any statute shall be to such statute as amended or
modified from time to time and to any successor legislation thereto, in each case, as in effect at
the time any such reference is operative.



          (e) The term “including” when used in any Loan Document means “including without limitation”
except when used in the computation of time periods.



          (f) The terms “Lender,” “Issuer,” or “Agent” include, without limitation, their respective
successors.



          (g) Upon the appointment of any successor Administrative Agent pursuant to Section 10.7
(Successor Administrative Agent), references to CNAI in Section 10.4 (The Agents Individually) and
to Citibank in the definitions of Base Rate, Dollar Equivalent, Eurocurrency Rate shall be deemed
to refer to the financial institution then acting as the Administrative Agent or one of its
Affiliates if it so designates.



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Credit Agreement

HLI Operating Company, Inc.

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




ARTICLE II




The Facilities




          Section 2.1 The Commitments



          (a) U.S. Revolving Credit Commitments. On the terms and subject to the conditions contained
in this Agreement, each U.S. Revolving Credit Lender severally agrees to make loans denominated in
Dollars to the U.S. Borrower or the Luxembourg Borrower (each a “Dollar Revolving Loan”) from time
to time on any Business Day during the period from the Effective Date until the Revolving Credit
Termination Date in an aggregate principal amount at any time outstanding for all such loans by
such U.S. Revolving Credit Lender not to exceed such U.S. Revolving Credit Lender’s U.S. Revolving
Credit Commitment; provided that at no time shall any U.S. Revolving Credit Lender be obligated to
make a Dollar Revolving Loan in excess of such U.S. Revolving Credit Lender’s Ratable Portion of
the U.S. Revolving Available Credit. Within the limits of the U.S. Revolving Credit Commitment of
each U.S. Revolving Credit Lender, amounts of Dollar Revolving Loans repaid may be reborrowed under
this Section 2.1.



          (b) Euro Revolving Credit Commitments. On the terms and subject to the conditions contained
in this Agreement, each Euro Revolving Credit Lender severally agrees to make loans denominated in
Euro to the Luxembourg Borrower (each a “Euro Revolving Loan”) in an aggregate principal amount at
any time outstanding for all such loans by such Euro Revolving Credit Lender not to exceed such
Euro Revolving Credit Lender’s Euro Revolving Credit Commitment; provided that at no time shall any
Euro Revolving Credit Lender be obligated to make a Euro Revolving Loan (i) in excess of such Euro
Revolving Credit Lender’s Ratable Portion of the Euro Revolving Available Credit and (ii) if after
making such Euro Revolving Loan, the aggregate principal amount of all Euro Revolving Loans would
exceed the Euro Revolving Loan Sublimit. Within the limits of the Euro Revolving Credit Commitment
of each Euro Revolving Credit Lender, amounts of Euro Revolving Loans repaid may be reborrowed
under this Section 2.1.



          (c) Term Loan Commitments. On the terms and subject to the conditions contained in this
Agreement, each Term Loan Lender severally agrees to make a loan (each a “Term Loan”) in Euros to
the Luxembourg Borrower on the Effective Date, in an amount not to exceed such Lender’s Term Loan
Commitment. Amounts of Term Loan prepaid may not be reborrowed.



          Section 2.2 Borrowing Procedures



          (a) Each Revolving Credit Borrowing (including the Euro Revolving Loans) shall be made on
notice given by the applicable Borrower to the Administrative Agent not later than 12:00 p.m.
(Local Time) (i) one Business Day, in the case of a Revolving Credit Borrowing of Base Rate Loans
and (ii) three Business Days, in the case of a Revolving Credit Borrowing of Eurocurrency Rate
Loans, prior to the date of the proposed Revolving Credit Borrowing. Each such notice shall be in
substantially the form of Exhibit C (Form of Notice of Borrowing) (a “Notice of Borrowing”),
specifying (A) the date of such proposed Revolving Credit Borrowing, (B) the aggregate amount of
such proposed Revolving Credit Borrowing and the currency denomination thereof, (C) in the case of
a proposed Revolving Credit Borrowing denominated in Dollars, whether any portion of the proposed
Revolving Credit Borrowing will be of Base Rate Loans or Eurocurrency Rate Loans, (D) the initial
Interest Period or Periods for any such



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Credit Agreement

HLI Operating Company, Inc.

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





Eurocurrency Rate Loans and (E) the applicable Available Credit (after giving effect to the
proposed Revolving Credit Borrowing). The Dollar Revolving Loans shall be made as Base Rate Loans
unless, subject to Section 2.15 (Special Provisions Governing Eurocurrency Rate Loans), the Notice
of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans.
Notwithstanding anything to the contrary contained in Section 2.3(a) (Swing Loans), if any Notice
of Borrowing given by the U.S. Borrower requests a Revolving Credit Borrowing of Base Rate Loans
denominated in Dollars, the Administrative Agent may make a Swing Loan available to such Borrower
in an aggregate amount not to exceed such proposed Revolving Credit Borrowing, and the aggregate
amount of the corresponding proposed Revolving Credit Borrowing shall be reduced accordingly by the
principal amount of such Swing Loan. Each Revolving Credit Borrowing shall be in an aggregate
amount that is not less than the applicable Minimum Currency Threshold for such currency. The
Borrowers may not request more than ten Revolving Credit Borrowings per month.



          (b) The Term Loan Borrowing shall be made upon receipt of a Notice of Borrowing given by the
Luxembourg Borrower to the Administrative Agent not later than 12:00 p.m. (New York City time)
three Business Days prior to the Effective Date. The Notice of Borrowing shall specify (A) the
Effective Date, (B) the aggregate amount of such proposed Term Loan Borrowing and (C) the initial
Interest Period therefor. The Term Loan shall be made as a Eurocurrency Rate Loan unless (subject
to Section 2.15 (Special Provisions Governing Eurocurrency Rate Loans)) the Notice of Borrowing
specifies that all or a portion thereof shall be Base Rate Loans.



          (c) The Administrative Agent shall give to each applicable Lender prompt notice of the receipt
of a Notice of Borrowing and, if Eurocurrency Rate Loans are properly requested in such Notice of
Borrowing, the applicable interest rate determined pursuant to Section 2.15(a) (Determination of
Interest Rate). Each applicable Lender shall, before 12:00 p.m. (Local Time) on the date of the
proposed Borrowing, make available to the Administrative Agent at its address referred to in
Section 11.9 (Notices, Etc.), in immediately available funds, such Lender’s Ratable Portion of such
proposed Borrowing. Upon fulfillment (or due waiver in accordance with Section 11.1 (Amendments,
Waivers, Etc.)) (i) on the Effective Date, of the applicable conditions set forth in Section 3.1
(Conditions Precedent to Initial Loans and Letters of Credit) and (ii) at any time (including the
Effective Date), of the applicable conditions set forth in Section 3.2 (Conditions Precedent to
Each Loan and Letter of Credit), and after the Administrative Agent’s receipt of such funds, the
Administrative Agent shall make such funds available to the applicable Borrower.



          (d) Unless the Administrative Agent shall have received notice from an applicable Lender prior
to the date of any proposed Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s Ratable Portion of such Borrowing (or any portion thereof), the
Administrative Agent may assume that such Lender has made such Ratable Portion available to the
Administrative Agent on the date of such Borrowing in accordance with this Section 2.2 and the
Administrative Agent may, in reliance upon such assumption, make available to the applicable
Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have
so made such Ratable Portion available to the Administrative Agent, such Lender and such Borrower
severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made available to such
Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of
the Borrower, the interest rate applicable



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Credit Agreement

HLI Operating Company, Inc.

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





at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, the
Federal Funds Rate for the first Business Day and thereafter at the interest rate applicable at the
time to the Loans comprising such Borrowing. If such Lender shall repay to the Administrative
Agent such corresponding amount, such corresponding amount so repaid shall constitute such Lender’s
Loan as part of such Borrowing for purposes of this Agreement. If the applicable Borrower shall
repay to the Administrative Agent such corresponding amount, such payment shall not relieve such
Lender of any obligation it may have hereunder to such Borrower.



          (e) The failure of any Lender to make the Loan or any payment required by it on the date
specified (a “Non-Funding Lender”), including any payment in respect of its participation in Swing
Loans and Revolving Letter of Credit Obligations, shall not relieve any other Lender of its
obligations to make such Loan or payment on such date but no such other Lender shall be responsible
for the failure of any Non-Funding Lender to make a Loan or payment required under this Agreement.



          Section 2.3 Swing Loans



          (a) On the terms and subject to the conditions contained in this Agreement, the Swing Loan
Lender may, in its sole discretion, make loans denominated in Dollars to the U.S. Borrower (each a
"Swing Loan”), otherwise available to the U.S. Borrower under the Revolving Credit Facility from
time to time on any Business Day during the period from the Effective Date until the Revolving
Credit Termination Date in an aggregate principal amount at any time outstanding (together with the
aggregate principal amount of any other Loan made by the Swing Loan Lender hereunder in its
capacity as a Lender or Swing Loan Lender) not to exceed $35,000,000; provided, however, that the
Swing Loan Lender shall not make any Swing Loan to the extent that, after giving effect to such
Swing Loan, the aggregate Revolving Credit Outstandings would exceed the then effective aggregate
Revolving Credit Commitments. Each Swing Loan shall be a Base Rate Loan and must be repaid in full
within five days after its making or, if sooner, upon any Revolving Credit Borrowing by the U.S.
Borrower hereunder and shall in any event mature no later than the Revolving Credit Termination
Date. Within the limits set forth in the first sentence of this clause (a), amounts of Swing Loans
repaid may be reborrowed under this clause (a).



          (b) In order to request a Swing Loan, the U.S. Borrower shall telecopy (or forward by
electronic mail or similar means) to the Administrative Agent a duly completed request in
substantially the form of Exhibit D (Form of Swing Loan Request), setting forth the requested
amount in Dollars and date of such Swing Loan (each a “Swing Loan Request”), to be received by the
Administrative Agent not later than 1:00 p.m. (New York time) on the day of the proposed borrowing.
The Administrative Agent shall promptly notify the Swing Loan Lender of the details of the
requested Swing Loan. Subject to the terms of this Agreement, the Swing Loan Lender may make a
Swing Loan available to the Administrative Agent and, in turn, the Administrative Agent shall make
such amounts available to the U.S. Borrower on the date of the relevant Swing Loan Request. The
Swing Loan Lender shall not make any Swing Loan in the period commencing on the first Business Day
after it receives written notice from the Administrative Agent or any Lender that one or more of
the conditions precedent contained in Section 3.2 (Conditions Precedent to Each Loan and Letter of
Credit) shall not on such date be satisfied, and ending when such conditions are satisfied. The
Swing Loan Lender shall not otherwise be required to determine that, or take notice whether, the
conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of
Credit) have been satisfied in connection with the making of any Swing Loan.



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Credit Agreement

HLI Operating Company, Inc.

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




          (c) The Swing Loan Lender shall notify the Administrative Agent in writing (which writing may
be a telecopy or electronic mail) weekly, by no later than 10:00 a.m. (New York time) on the first
Business Day of each week, of the aggregate principal amount of its Swing Loans then outstanding.



          (d) The Swing Loan Lender may demand at any time that each U.S. Revolving Credit Lender pay to
the Administrative Agent, for the account of the Swing Loan Lender, in the manner provided in
clause (e) below, such U.S. Revolving Credit Lender’s Ratable Portion of all or a portion of the
outstanding Swing Loans, which demand shall be made through the Administrative Agent, shall be in
writing and shall specify the outstanding principal amount of Swing Loans demanded to be paid.



          (e) The Administrative Agent shall forward each notice referred to in clause (c) above and
each demand referred to in clause (d) above to each U.S. Revolving Credit Lender on the day such
notice or such demand is received by the Administrative Agent (except that any such notice or
demand received by the Administrative Agent after 2:00 p.m. (New York time) on any Business Day or
any such demand received on a day that is not a Business Day shall not be required to be forwarded
to the U.S. Revolving Credit Lenders by the Administrative Agent until the next succeeding Business
Day), together with a statement prepared by the Administrative Agent specifying the amount of each
U.S. Revolving Credit Lender’s Ratable Portion of the aggregate principal amount of the Swing Loans
stated to be outstanding in such notice or demanded to be paid pursuant to such demand, and,
notwithstanding whether or not the conditions precedent set forth in Section 3.2 (Conditions
Precedent to Each Loan and Letter of Credit) shall have been satisfied (which conditions precedent
the U.S. Revolving Credit Lenders hereby irrevocably waive), each U.S. Revolving Credit Lender
shall, before 12:00 p.m. (New York time) on the Business Day next succeeding the date of such U.S.
Revolving Credit Lender’s receipt of such notice of demand, make available to the Administrative
Agent, in immediately available funds, for the account of the Swing Loan Lender, the amount
specified in such statement. Upon such payment by a U.S. Revolving Credit Lender, such U.S.
Revolving Credit Lender shall, except as provided in clause (f) below, be deemed to have made a
Revolving Loan to the U.S. Borrower. The Administrative Agent shall use such funds to repay the
Swing Loans to the Swing Loan Lender. To the extent that any U.S. Revolving Credit Lender fails to
make such payment available to the Administrative Agent for the account of the Swing Loan Lender,
the U.S. Borrower shall repay such Swing Loan on demand.



          (f) Upon the occurrence of a Default under Section 9.1(f) (Events of Default), each U.S.
Revolving Credit Lender shall acquire, without recourse or warranty, an undivided participation in
each Swing Loan otherwise required to be repaid by such U.S. Revolving Credit Lender pursuant to
clause (e) above which participation shall be in a principal amount equal to such U.S. Revolving
Credit Lender’s Ratable Portion of such Swing Loan, by paying to the Swing Loan Lender on the date
on which such U.S. Revolving Credit Lender would otherwise have been required to make a payment in
respect of such Swing Loan pursuant to clause (e) above, in immediately available funds, an amount
equal to such U.S. Revolving Credit Lender’s Ratable Portion of such Swing Loan. If all or part of
such amount is not in fact made available by such U.S. Revolving Credit Lender to the Swing Loan
Lender on such date, the Swing Loan Lender shall be entitled to recover any such unpaid amount on
demand from such U.S. Revolving Credit Lender together with interest accrued from such date at the
Federal Funds Rate for the first Business Day after such payment was due and thereafter at the rate
of interest then applicable to Base Rate Loans.



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Credit Agreement

HLI Operating Company, Inc.

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




          (g) From and after the date on which any U.S. Revolving Credit Lender (i) is deemed to have
made a Revolving Loan pursuant to clause (e) above with respect to any Swing Loan or (ii) purchases
an undivided participation interest in a Swing Loan pursuant to clause (f) above, the Swing Loan
Lender shall promptly distribute to such U.S. Revolving Credit Lender such U.S. Revolving Credit
Lender’s Ratable Portion of all payments of principal of and interest received by the Swing Loan
Lender on account of such Swing Loan other than those received from a U.S. Revolving Credit Lender
pursuant to clause (e) or (f) above.



          Section 2.4 Letters of Credit



          (a) On the terms and subject to the conditions contained in this Agreement, each Issuer agrees
to Issue at the request of the applicable Borrower and for the account of the applicable Borrower
one or more Revolving Letters of Credit or Synthetic Letters of Credit from time to time on any
Business Day during the period commencing on the Effective Date and ending on (A) the earlier of
the Revolving Credit Termination Date and 30 days prior to the Scheduled Termination Date in
respect of any Revolving Letter of Credit and (B) 30 days prior to the Term Loan Maturity Date in
respect of any Synthetic Letter of Credit; provided, however, that no Issuer shall be under any
obligation to Issue any Letter of Credit upon the occurrence of any of the following:




          (i) any order, judgment or decree of any Governmental Authority or arbitrator shall
purport by its terms to enjoin or restrain such Issuer from Issuing such Letter of Credit
or any Requirement of Law applicable to such Issuer or any request or directive (whether or
not having the force of law) from any Governmental Authority with jurisdiction over such
Issuer shall prohibit, or request that such Issuer refrain from, the Issuance of letters of
credit generally or such Letter of Credit in particular or shall impose upon such Issuer
with respect to such Letter of Credit any restriction or reserve or capital requirement
(for which such Issuer is not otherwise compensated) not in effect on the Effective Date or
result in any unreimbursed loss, cost or expense that was not applicable, in effect or
known to such Issuer as of the Effective Date and that such Issuer in good faith deems
material to it;




          (ii) such Issuer shall have received any written notice of the type described in
clause (d) below;




          (iii) after giving effect to the Issuance of any Revolving Letter of Credit, the
aggregate Revolving Credit Outstandings would exceed the aggregate of the applicable
Revolving Credit Commitments in effect at such time;




          (iv) (A) after giving effect to the Issuance of any Revolving Letter of Credit, the
sum of (i) the Dollar Equivalents of the Revolving Letter of Credit Undrawn Amounts at such
time and (ii) the Dollar Equivalents of the Revolving Letter of Credit Reimbursement
Obligations at such time exceeds the Revolving Letter of Credit Sublimit, or (B) after
giving effect to the issuance of any Synthetic Letter of Credit, the Synthetic L/C Undrawn
Amount would exceed the Total Credit-Linked Deposit in effect at such time;




          (v) any fees due in connection with a requested Issuance have not been paid;



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Credit Agreement

HLI Operating Company, Inc.

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





          (vi) such Letter of Credit is requested to be Issued in a form that is not acceptable
to such Issuer;




          (vii) any Letter of Credit under the Synthetic L/C Facility is requested to be
denominated in any currency other than Dollar or Euro; or




          (viii) any Revolving Letter of Credit is requested to be denominated in any currency
other than Dollars or Euro and the Issuer receives written notice from the Administrative
Agent at or before 12:00 p.m. (New York time) on the date of the proposed Issuance of such
Revolving Letter of Credit that, immediately after giving effect to the Issuance of such
Revolving Letter of Credit, the aggregate Revolving Letter of Credit Obligations at such
time in respect of each Revolving Letter of Credit denominated in currencies other than
Dollars or Euro would exceed the applicable Revolving Letter of Credit Sublimit.


None of the Revolving Credit Lenders (other than the Issuers in their capacity as such) shall have
any obligation to Issue any Revolving Letter of Credit and none of the Term Loan Lenders (other
than the Issuers in their capacity as such) shall have any obligation to Issue any Synthetic Letter
of Credit.




          (b) In no event shall the expiration date of any Letter of Credit be more than one year after
the date of issuance thereof or (i) be less than thirty days prior to the Scheduled Termination
Date with respect to any Revolving Letters of Credit and (ii) be less than thirty days prior to the
Term Loan Maturity Date with respect to any Synthetic Letter of Credit; provided, however, that any
Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year
periods (which shall in no event extend beyond the expiry date referred to in clauses (i) and (ii)
above,as applicable).



          (c) In connection with the Issuance of each Letter of Credit, the applicable Borrower shall
give the relevant Issuer and the Administrative Agent at least two Business Days’ prior written
notice, in substantially the form of Exhibit E (Form of Letter of Credit Request) (or in such other
written or electronic form as is acceptable to the Issuer), of the requested Issuance of such
Letter of Credit (a “Letter of Credit Request”). Such notice shall be irrevocable and shall
specify the Issuer of such Letter of Credit, the currency of issuance and face amount of the Letter
of Credit requested (provided that no more than ten Letters of Credit at any time outstanding shall
have a face amount (or the Dollar Equivalent thereof) of less than $500,000), the date of Issuance
of such requested Letter of Credit, the date on which such Letter of Credit is to expire (which
date shall be a Business Day) and, in the case of an issuance, the Person for whose benefit the
requested Letter of Credit is to be issued. Such notice, to be effective, must be received by the
relevant Issuer and the Administrative Agent not later than 12:00 p.m. (Local Time) on the second
Business Day prior to the requested Issuance of such Letter of Credit.



          (d) Subject to the satisfaction of the conditions set forth in this Section 2.4, the relevant
Issuer shall, on the requested date, Issue a Letter of Credit on behalf of the applicable Borrower
in accordance with such Issuer’s usual and customary business practices. No Issuer shall Issue any
Letter of Credit in the period commencing on the first Business Day after it receives written
notice from any Lender that one or more of the conditions precedent contained in Section 3.2
(Conditions Precedent to Each Loan and Letter of Credit) shall not on such date be satisfied or
duly waived and ending when such conditions are satisfied or duly waived. The relevant Issuer
shall not otherwise be required to determine that, or take notice whether, the



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Credit Agreement

HLI Operating Company, Inc.

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





conditions precedent set forth in Section 3.2 (Conditions Precedent to Each Loan and Letter of
Credit) have been satisfied in connection with the Issuance of any Letter of Credit.



          (e) If requested by the relevant Issuer, prior to the issuance of each Letter of Credit by
such Issuer, and as a condition of such Issuance and of the participation of each applicable Lender
in the Letter of Credit Obligations arising with respect thereto, the applicable Borrower shall
have delivered to such Issuer a letter of credit reimbursement agreement, in such form as the
Issuer may employ in its ordinary course of business for its own account (a “Letter of Credit
Reimbursement Agreement”), signed by such Borrower, and such other documents or items as may be
required pursuant to the terms thereof. In the event of any conflict between the terms of any
Letter of Credit Reimbursement Agreement and this Agreement, the terms of this Agreement shall
govern.



          (f) Each Issuer shall comply with the following:




          (i) give the Administrative Agent written notice (or telephonic notice confirmed
promptly thereafter in writing, which writing may be a telecopy or electronic mail) of the
Issuance or renewal of a Letter of Credit issued by it, of all drawings under a Letter of
Credit issued by it and the payment (or the failure to pay when due) by the applicable
Borrower of any Reimbursement Obligation owing by such Borrower when due (which notice the
Administrative Agent shall promptly transmit by telecopy, electronic mail or similar
transmission to each Revolving Credit Lender or Synthetic L/C Lender, as applicable);




          (ii) upon the request of any Revolving Credit Lender or Synthetic L/C Lender, furnish
to such Revolving Credit Lender or Synthetic L/C Lender, as applicable, copies of any
Letter of Credit Reimbursement Agreement to which such Issuer is a party and such other
documentation as may reasonably be requested by such Revolving Credit Lender or Synthetic
L/C Lender; and




          (iii) no later than 10 Business Days following the last day of each calendar month,
provide to the Administrative Agent (and the Administrative Agent shall provide a copy to
each Revolving Credit Lender or Synthetic L/C Lender requesting the same, as applicable)
and the Borrowers separate schedules for Documentary and Standby Letters of Credit issued
by it under each of the Facilities, in form and substance reasonably satisfactory to the
Administrative Agent, setting forth the aggregate Reimbursement Obligations, as applicable,
outstanding at the end of each month and any information requested by the Borrowers or the
Administrative Agent relating thereto.



          (g) Immediately upon the issuance by an Issuer of a Revolving Letter of Credit in accordance
with the terms and conditions of this Agreement, such Issuer shall be deemed to have sold and
transferred to each applicable Revolving Credit Lender, and each such Revolving Credit Lender shall
be deemed irrevocably and unconditionally to have purchased and received from such Issuer, without
recourse or warranty, an undivided interest and participation, to the extent of such Revolving
Credit Lender’s Ratable Portion of the Revolving Credit Commitments, in such Revolving Letter of
Credit and the obligations of the Borrowers with respect thereto (including all Revolving Letter of
Credit Obligations with respect thereto) and any security therefor and guaranty pertaining thereto.



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Credit Agreement

HLI Operating Company, Inc.

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




          (h) Each Borrower agrees to pay to the Issuer of any Letter of Credit the amount of all
Reimbursement Obligations owing by such Borrower to such Issuer under any Letter of Credit issued
for its account no later than the date that is the next succeeding Business Day after such Borrower
receives written notice from such Issuer that payment has been made under such Letter of Credit
(the “Reimbursement Date”), irrespective of any claim, set-off, defense or other right that such
Borrower may have at any time against such Issuer or any other Person. In the event that any
Issuer makes any payment under any Letter of Credit and the applicable Borrower shall not have
repaid such amount to such Issuer pursuant to this clause (h) or any such payment by such Borrower
is rescinded or set aside for any reason, such Reimbursement Obligation shall be payable on demand
with interest thereon computed (i) with respect to Revolving Letters of Credit, from the date on
which such Revolving Letter of Credit Reimbursement Obligation arose to the Reimbursement Date, at
the rate of interest applicable during such period to Revolving Loans that are Base Rate Loans (in
the case of U.S. Revolving Letters of Credit) or Eurocurrency Rate Loans (in the case of Euro
Revolving Letters of Credit) and (ii) from the Reimbursement Date until the date of repayment in
full, at the rate of interest applicable during such period to past due (A) with respect to U.S.
Revolving Letters of Credit, Revolving Loans that are Base Rate Loans, (B) with respect to Euro
Revolving Letters of Credit, Revolving Loans that are Eurocurrency Rate Loans and (C) with respect
to Synthetic Letters of Credit, the rate per annum applicable to Term Loans that are LIBOR Rate
Loans with notional successive Interest Periods of one month commencing on the date of Synthetic
L/C Disbursement, and such Issuer shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Revolving Credit Lender and Synthetic L/C Lender,
as applicable, of such failure, and each Revolving Credit Lender shall promptly and unconditionally
pay to the Administrative Agent for the account of such Issuer the amount of such Revolving Credit
Lender’s Ratable Portion of such payment in Dollars (or the Dollar Equivalent thereof if such
payment was made in any currency other than Dollars) and in immediately available funds. If the
Administrative Agent so notifies such Revolving Credit Lender prior to 12:00 p.m. (Local Time) on
any Business Day, such Revolving Credit Lender shall make available to the Administrative Agent for
the account of such Issuer its Ratable Portion of the amount of such payment on such Business Day
in immediately available funds. Upon such payment by a Revolving Credit Lender, such Revolving
Credit Lender shall, except during the continuance of a Default or Event of Default under Section
9.1(f) (Events of Default) and notwithstanding whether or not the conditions precedent set forth in
Section 3.2 (Conditions Precedent to Each Loan and Letter of Credit) shall have been satisfied
(which conditions precedent the Revolving Credit Lenders hereby irrevocably waive), be deemed to
have made a Revolving Loan to the relevant Borrower in the principal amount of such payment.
Whenever any Issuer receives from any Borrower a payment of a Revolving Letter of Credit
Reimbursement Obligation owing by such Borrower as to which the Administrative Agent has received
for the account of such Issuer any payment from a Revolving Credit Lender pursuant to this clause
(h), such Issuer shall pay to the Administrative Agent and the Administrative Agent shall promptly
pay to each Revolving Credit Lender, in immediately available funds, an amount equal to such
Revolving Credit Lender’s Ratable Portion of the amount of such payment adjusted, if necessary, to
reflect the respective amounts the Revolving Credit Lenders have paid in respect of such Revolving
Letter of Credit Reimbursement Obligation.



          (i) If and to the extent such Revolving Credit Lender shall not have so made its Ratable
Portion of the amount of the payment required by clause (h) above available to the Administrative
Agent for the account of such Issuer, such Revolving Credit Lender agrees to pay to the
Administrative Agent for the account of such Issuer forthwith on demand any such unpaid



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Credit Agreement

HLI Operating Company, Inc.

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





amount together with interest thereon, for the first Business Day after payment was first due
at the Federal Funds Rate and, thereafter until such amount is repaid to the Administrative Agent
for the account of such Issuer, at the rate per annum applicable to Base Rate Loans under the
Facility.



          (j) Each Borrower’s obligation to pay each Reimbursement Obligation owing by such Borrower and
the obligations of the Revolving Credit Lenders to make payments to the Administrative Agent for
the account of the Issuers with respect to Revolving Letters of Credit shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this
Agreement, under any and all circumstances whatsoever, including the occurrence of any Default or
Event of Default, and irrespective of any of the following:




          (i) any lack of validity or enforceability of any Letter of Credit or any Loan
Document, or any term or provision therein;




          (ii) any amendment or waiver of or any consent to departure from all or any of the
provisions of any Letter of Credit or any Loan Document;




          (iii) the existence of any claim, set off, defense or other right that such Borrower,
any other party guaranteeing, or otherwise obligated with, the Borrowers, any Subsidiary or
other Affiliate thereof or any other Person may at any time have against the beneficiary
under any Letter of Credit, any Issuer, the Administrative Agent or any Lender or any other
Person, whether in connection with this Agreement, any other Loan Document or any other
related or unrelated agreement or transaction;




          (iv) any draft or other document presented under a Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect;




          (v) payment by the Issuer under a Letter of Credit against presentation of a draft or
other document that does not comply with the terms of such Letter of Credit; and




          (vi) any other act or omission to act or delay of any kind of the Issuer, the Lenders,
the Administrative Agent or any other Person or any other event or circumstance whatsoever,
whether or not similar to any of the foregoing, that might, but for the provisions of this
Section 2.4, constitute a legal or equitable discharge of such Borrower’s obligations
hereunder.


Any action taken or omitted to be taken by the relevant Issuer under or in connection with any
Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct,
shall not put such Issuer under any resulting liability to any Borrower or any Lender. In
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof, the Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or information to the contrary
and, in making any payment under any Letter of Credit, the Issuer may rely exclusively on the
documents presented to it under such Letter of Credit as to any and all matters set forth therein,
including reliance on the amount of any draft presented under such Letter of Credit, whether or not
the amount due to the beneficiary thereunder equals the amount of such draft and


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Credit Agreement

HLI Operating Company, Inc.

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




whether or not any document presented pursuant to such Letter of Credit proves to be insufficient
in any respect, if such document on its face appears to be in order, and whether or not any other
statement or any other document presented pursuant to such Letter of Credit proves to be forged or
invalid or any statement therein proves to be inaccurate or untrue in any respect whatsoever and
any noncompliance in any immaterial respect of the documents presented under such Letter of Credit
with the terms thereof shall, in each case, be deemed not to constitute willful misconduct or gross
negligence of the Issuer.




          (k) Schedule 2.4 (Existing Letters of Credit) contains a schedule of certain letters of credit
issued prior to the Effective Date by an Issuer for the account of the U.S. Borrower. On the
Effective Date, (i) such letters of credit, to the extent outstanding, shall be automatically and
without further action by the parties thereto converted to Revolving Letters of Credit or Synthetic
Letters of Credit (each such Existing Letter of Credit to be specified by the Borrowers in Schedule
2.4) issued pursuant to this Section 2.4 for the account of the applicable Borrower and subject to
the provisions hereof, and for this purpose the fees specified in Section 2.13 shall be payable (in
substitution for any fees set forth in the applicable letter of credit reimbursement agreements or
applications relating to such letters of credit) as if such letters of credit had been issued on
the Effective Date, (ii) each of the issuers of such Letters of Credit shall be deemed to be an
"Issuer” hereunder solely for the purpose of maintaining such letters of credit, (iii) the Dollar
Equivalent of the face amount of such letters of credit shall be included in the calculation of
Letter of Credit Obligations and (iv) all liabilities of the U.S. Borrower with respect to such
letters of credit shall constitute Obligations.



          Section 2.5 Synthetic Letters of Credit



          (a) On the Effective Date, without any further action on the part of the Administrative Agent
or the Lenders, the Issuer hereby grants to each Synthetic L/C Lender with a Credit-Linked Deposit,
and each such Lender with a Credit-Linked Deposit hereby acquires from the Issuer, a participation
in each Synthetic Letter of Credit equal to such Lender’s Ratable Portion of the aggregate amount
available to be drawn under such Synthetic Letter of Credit. The aggregate purchase price for the
participations of each Synthetic L/C Lender in Synthetic Letters of Credit shall equal the amount
of the Credit-Linked Deposit of such Lender. Each Synthetic L/C Lender, severally and not jointly,
agrees to pay to the Administrative Agent its Credit-Linked Deposit in Euro in full on the
Effective Date. If the Issuer shall not have received from the applicable Borrower the payment
required to be made by clause (c) below within the time specified in this Section 2.5, the Issuer
will promptly notify each Synthetic L/C Lender of such Synthetic L/C Disbursement and its Ratable
Portion thereof. Each Synthetic L/C Lender hereby absolutely and unconditionally agrees that if
the Issuer makes a Synthetic L/C Disbursement which is not reimbursed by the applicable Borrower on
the date due pursuant to clause (c) below, or is required to refund any reimbursement payment in
respect of any Synthetic L/C Disbursement to the applicable Borrower for any reason, the
Administrative Agent shall reimburse the Issuer in Euros for the amount of such Synthetic L/C
Disbursement, ratably as among the applicable Lenders in accordance with their Ratable Portion of
the Total Credit-Linked Deposit, from such Lender’s Credit-Linked Deposit. Any such payment made
from the Credit-Linked Deposit Account pursuant to the preceding sentence to reimburse the Issuer
for any Synthetic L/C Disbursement shall not constitute a Loan and shall not release the applicable
Borrower from its obligation to pay over to the Administrative Agent in reimbursement thereof an
amount equal to the amount paid from the Credit-Linked Deposit Account with respect to such
Synthetic L/C Disbursement, and such payment shall be deposited by the Administrative Agent in




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Credit Agreement

HLI Operating Company, Inc.

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



the Credit-Linked Deposit Account to be added to the Credit-Linked Deposits of the Synthetic
L/C Lenders in accordance with their Ratable Portion. Each Synthetic L/C Lender acknowledges and
agrees that its obligation to acquire and fund participations in respect of Synthetic Letters of
Credit pursuant to this clause (a) is unconditional and irrevocable and shall not be affected by
any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of
Default or the return of the Credit Linked Deposits, and that such payment shall be made without
any offset, abatement, withholding or reduction whatsoever. Without limiting the foregoing, each
Synthetic L/C Lender irrevocably authorizes the Administrative Agent to apply amounts of its
Credit-Linked Deposit as provided in this clause (a). Without incurring any additional obligations
hereunder, each Synthetic L/C Lender grants to the Administrative Agent for the benefit of the
Issuer a security interest in and Lien on such Lender’s Ratable Portion of the Total Credit-Linked
Deposit, together with all proceeds thereof, as security for such Lender’s obligation to reimburse
the Issuer in accordance with the terms hereof. Each Agent and each Lender agrees that (i) the
Administrative Agent, as holder of the Credit-Linked Deposit, is appointed and shall act as
collateral agent for Issuer in connection with the security interest granted to the Issuer pursuant
to this clause (a), (ii) the Issuer will be issuing, amending, renewing and extending Synthetic
Letters of Credit in reliance on the availability of such Lender’s Ratable Portion of the Total
Credit-Linked Deposit to discharge such Lender’s obligations in accordance with this Section 2.5
and (iii) all rights of banker’s lien, set-off or counterclaim of each Agent and Lender with
respect the monies in the Credit-Linked Deposit Account are expressly subordinated to the
reimbursement rights of the Administrative Agent under this clause (a).




     (b) The Issuer shall, promptly following its receipt thereof, examine all documents purporting
to represent a demand for payment under a Synthetic Letter of Credit. The Issuer shall as promptly
as possible give written notice (or in such other written or electronic form as is acceptable to
the Issuer), to the applicable Borrower of such demand for payment and whether the Issuer has made
or will make a Synthetic L/C Disbursement thereunder; provided, that any failure to give or delay
in giving such notice shall not relieve such Borrower of its obligation to reimburse the Issuer and
the applicable Lenders in the manner set forth in Section 2.4(h) with respect to any such Synthetic
L/C Disbursement. The Administrative Agent shall promptly give each Lender notice thereof.



     (c) The Credit-Linked Deposits shall be held by the Administrative Agent in the Credit-Linked
Deposit Account. The Credit-Linked Deposit Account shall be a Deposit Account at the Credit-Linked
Deposit Bank in the name of the Administrative Agent and under the sole dominion and control of the
Administrative Agent and no party other than the Administrative Agent shall have a right of
withdrawal from the Credit-Linked Deposit Account or any other right or power with respect to the
Credit-Linked Deposits, except as expressly set forth herein. Notwithstanding any provision in
this Agreement to the contrary, the sole funding obligation of each Synthetic L/C Lender in respect
of its participation in Synthetic Letters of Credit shall be satisfied in full upon the funding of
its Credit-Linked Deposit on the Effective Date, subject in each case to Section 11.14.




     (i) Each of the Borrowers, the Administrative Agent, the Issuer, the Credit-Linked
Deposit Bank and each Lender having a Credit-Linked Deposit hereby acknowledges and agrees
that each Lender is funding its Credit-Linked Deposit to the Administrative Agent for
application in the manner contemplated by this Section 2.5 and that the Administrative
Agent shall invest the Credit-Linked Deposits so as to use its



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Credit Agreement

HLI Operating Company, Inc.

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





reasonable efforts to earn a rate of return on the principal outstanding amount of the
Total Credit-Linked Deposits (except during periods when such Credit-Linked Deposits, or
funds advanced by the Administrative Agent against such Credit-Linked Deposits, are used to
cover unreimbursed Synthetic L/C Disbursements) equal to such rate for one month EURIBOR
deposits (the “Benchmark EURIBOR Rate”) and (without limiting the express obligations of
each party hereto) at its sole risk. Any such interest so accrued on Credit-Linked
Deposits (the “Credit-Linked Deposit Account Interest”) will be paid to the Synthetic L/C
Lenders by the Administrative Agent on each Credit-Linked Deposit Account Interest Payment
Date.




     (ii) The Borrowers shall have no right, title or interest in or to the Credit-Linked
Deposits and no obligations with respect thereto (except for the Synthetic L/C
Reimbursement Obligations provided in this Section 2.5), it being acknowledged and agreed
by the parties hereto that the making of the Credit-Linked Deposits by the Lenders, the
provisions of this clause (c) and the application of the Credit-Linked Deposits in the
manner contemplated by this Section 2.5 constitute agreements among the Administrative
Agent, the Issuer, the Credit-Linked Deposit Bank and each Synthetic L/C Lender with
respect to the funding obligations of each Synthetic Lender in respect of its participation
in Synthetic Letters of Credit and do not constitute any loan or extension of credit to
such Borrower. The Credit-Linked Deposits shall not be the property of any Loan Party or
constitute “Collateral” under any Loan Document or otherwise be available in any manner to
satisfy any Obligation of any Loan Party.




     (iii) Subject to the applicable Borrower’s compliance with the cash-collateralization
requirements set forth herein, the Administrative Agent shall return any remaining
Credit-Linked Deposits to the Lenders following the occurrence of the Term Loan Maturity
Date or, to the extent there are no Synthetic Letters of Credit outstanding, upon a
reduction of the Synthetic L/C Facility pursuant to Section 2.09 and 2.10.



     Section 2.6 Reduction and Termination of the Revolving Credit Commitments



     (a) The Borrowers may, upon at least three Business Days’ prior notice to the Administrative
Agent, terminate in whole or reduce in part ratably the unused portions of the respective Revolving
Credit Commitments of the Revolving Credit Lenders; provided, however, that each partial reduction
shall be in an aggregate amount not less than the applicable Minimum Currency Threshold.



     (b) The then current Revolving Credit Commitments shall be reduced on each date on which a
prepayment of Revolving Loans or Swing Loans is made pursuant to Section 2.10(a) or (b) (Mandatory
Prepayments) or would be required to be made had the outstanding Revolving Loans and Swing Loans
equaled the Revolving Credit Commitments then in effect, in each case, in the amount of such
prepayment (or deemed prepayment) (and the Revolving Credit Commitment of each Lender shall be
reduced by its Ratable Portion of such amount), except for any such prepayment made pursuant to
Section 2.10(c)(ii) (Mandatory Prepayments).



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Credit Agreement

HLI Operating Company, Inc.

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




     Section 2.7 Repayment of Loans



     (a) Each Borrower promises to repay the entire unpaid principal amount of the Revolving Loans
and the Swing Loans owing by such Borrower on the Scheduled Termination Date or earlier, if
otherwise required by the terms hereof.



     (b) The Luxembourg Borrower promises to repay the Term Loan at the dates and in the amounts
set forth below:



	 	 	 	 	 
	Date	 	Amount
	July 31, 2007
	 	€	650,000	 
	October 31, 2007
	 	€	650,000	 
	January 31, 2008
	 	€	650,000	 
	April 30, 2008
	 	€	650,000	 
	July 31, 2008
	 	€	650,000	 
	October 31, 2008
	 	€	650,000	 
	January 31, 2009
	 	€	650,000	 
	April 30, 2009
	 	€	650,000	 
	July 31, 2009
	 	€	650,000	 
	October 31, 2009
	 	€	650,000	 
	January 31, 2010
	 	€	650,000	 
	April 30, 2010
	 	€	650,000	 
	July 31, 2010
	 	€	650,000	 
	October 31, 2010
	 	€	650,000	 
	January 31, 2011
	 	€	650,000	 
	April 30, 2011
	 	€	650,000	 
	July 31, 2011
	 	€	650,000	 
	October 31, 2011
	 	€	650,000	 
	January 31, 2012
	 	€	650,000	 
	April 30, 2012
	 	€	650,000	 
	July 31, 2012
	 	€	650,000	 
	October 31, 2012
	 	€	650,000	 
	January 31, 2013
	 	€	650,000	 
	April 30, 2013
	 	€	650,000	 
	July 31, 2013
	 	€	650,000	 
	October 31, 2013
	 	€	650,000	 
	January 31, 2014
	 	€	650,000	 
	April 30, 2014
	 	€	650,000	 
	Term Loan Maturity Date
	 	€	241,800,000	 





provided, however, that the Luxembourg Borrower shall repay the entire unpaid principal amount of
the Term Loan on the Term Loan Maturity Date.




     Section 2.8 Evidence of Debt



     (a) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing Indebtedness of the Borrowers to such Lender resulting from



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Credit Agreement

HLI Operating Company, Inc.

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



each Loan of such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time under this Agreement.




     (b) In the case of the Revolving Credit Facility, the Term Loan Facility and the Synthetic L/C
Facility, the Administrative Agent shall establish and maintain a Register pursuant to Section
11.2(c) (Assignments and Participations) and accounts therein in accordance with its usual practice
in which it shall record (A) the amount of each applicable Loan made and, if a Eurocurrency Rate
Loan, the Interest Period applicable thereto, (B) the amount of any principal or interest due and
payable and paid by any Borrower to each applicable Lender hereunder and (C) the amount of any sum
received by the Administrative Agent hereunder from any Borrower, whether such sum constitutes
principal or interest (and the type of Loan to which it applies), fees, expenses or other amounts
due under the Loan Documents and each Lender’s share thereof, if applicable.



     (c) The entries made in the accounts maintained pursuant to clauses (a) and (b) above shall,
to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of
the obligations recorded therein; provided, however, that the failure of any Lender or the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect
the obligations of each Borrower to repay the Loans owing by such Borrower in accordance with their
terms.



     (d) Notwithstanding any other provision of the Agreement, in the event that any Lender
requests that any Borrower execute and deliver a promissory note or notes payable to such Lender in
order to evidence the Indebtedness owing to such Lender by such Borrower hereunder, such Borrower
shall promptly execute and deliver a Note or Notes to such Lender evidencing any Term Loans and
Revolving Loans (and, if such Lender is also the Swing Loan Lender, Swing Loans), as the case may
be, of such Lender, substantially in the forms of Exhibit B-1 (Form of Revolving Credit Note) or
Exhibit B-2 (Form of Term Loan Note), respectively.



     Section 2.9 Optional Prepayments



     (a) Revolving Loans. Each Borrower may, (a) in the case of Base Rate Loans, upon at least one
Business Days’ and (b) in the case of Eurocurrency Rate Loans, upon at least three Business Days’
prior notice to the Administrative Agent, stating the proposed date and aggregate principal amount
of the prepayment, prepay the outstanding principal amount of the Revolving Loans and Swing Loans
owing by such Borrower in whole or in part in the currencies in which such Loans are denominated;
provided, however, if any prepayment of any Eurocurrency Rate Loan is made by such Borrower other
than on the last day of an Interest Period for such Loan, such Borrower shall also pay any amount
owing by it pursuant to Section 2.15(e) (Breakage Costs); and, provided, further, that each partial
prepayment shall be in an aggregate principal amount not less than the Dollar Equivalent of
$5,000,000 or integral multiples of the Dollar Equivalent of $1,000,000 in excess thereof. Upon
the giving of such notice of prepayment, the principal amount of Revolving Loans specified to be
prepaid shall become due and payable on the date specified for such prepayment.



     (b) Term Loans. The Luxembourg Borrower may, upon at least three Business Days’ prior notice
to the Administrative Agent stating the proposed date and aggregate principal amount of the
prepayment, prepay the outstanding principal amount of the Term Loans, in whole or in part,
together with accrued interest to the date of such prepayment on the principal



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Credit Agreement

HLI Operating Company, Inc.

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





amount prepaid; provided, however, that (i) if any prepayment of any Eurocurrency Rate Loan is
made by the Luxembourg Borrower other than on the last day of an Interest Period for such Loan, the
Luxembourg Borrower shall also pay any amounts owing by it pursuant to Section 2.15(e) (Breakage
Costs), and (ii) except for any prepayment of the Term Loans on the Effective Date pursuant to
Section 3.1(b) (Conditions Precedent to Initial Loans and Letters of Credit), each partial
prepayment shall be in an aggregate amount not less than €5,000,000 or integral multiples of
€1,000,000 in excess thereof. Any such partial prepayment shall be applied in the order
specified by the Luxembourg Borrower. Upon the giving of such notice of prepayment, the principal
amount of the Term Loans specified to be prepaid shall become due and payable on the date specified
for such prepayment. Any prepayment of the Term Loans upon the refinancing, in whole or in part,
thereof shall be deemed to be an optional prepayment.



     (c) The Borrowers shall have no right to prepay the principal amount of any Revolving Loan or
any Term Loan other than as provided in this Section 2.9.



     Section 2.10 Mandatory Prepayments



     (a) Upon receipt by Holdings, the Parent, the U.S. Borrower or any of its Subsidiaries of Net
Cash Proceeds arising from an Asset Sale or Property Loss Event, the U.S. Borrower shall
immediately prepay or cause to be prepaid the Loans (or provide cash collateral in respect of
Letters of Credit) in an amount equal to 100% of such Net Cash Proceeds. Any such mandatory
prepayment shall be applied in accordance with clause (c) below.



     (b) The U.S. Borrower shall prepay or cause to be prepaid the Loans within 90 days after the
last day of each Fiscal Year commencing with the Fiscal Year ending on January 31, 2008, in an
amount equal to 75% of Excess Cash Flow for such Fiscal Year; provided, however, that, if the
Leverage Ratio for any Fiscal Year is (x) less than 2.50 to 1.0, then such percentage shall be
reduced to 50% and (y) less than 1.50 to 1.0, then such percentage shall be reduced to 0%. Any
such mandatory prepayment shall be applied in accordance with clause (c) below.



     (c) Subject to the provisions of Section 2.14(f) and Section 2.14(g) (Payments and
Computations):




     (i) Except as otherwise provided in clause (ii) below with respect to prepayments from
Net Cash Proceeds of a Reinvestment Event, any prepayments made by any Borrower and
required to be applied in accordance with this clause (c) shall be applied in the following
order: first, to the outstanding principal amount of the Term Loans in the order specified
by the Borrowers until the Term Loans shall have been prepaid in full; second, to repay the
outstanding principal balance of the Swing Loans until such Swing Loans shall have been
repaid in full; third, to repay the outstanding principal balance of the Revolving Loans
until such Revolving Loans shall have been paid in full; and fourth, to provide, cash
collateral for any Revolving Letter of Credit Obligations in the manner set forth in
Section 9.3 (Actions in Respect of Letters of Credit) until all such Revolving Letter of
Credit Obligations have been fully cash collateralized by an amount equal to 105% of such
Revolving Letter of Credit Obligations.




     (ii) Subject to clause (iii) below, any prepayments from Net Cash Proceeds of a
Reinvestment Event made by any Borrower and required to be applied in accordance with this
clause (c) shall be applied in the following order: first, to repay the



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Credit Agreement

HLI Operating Company, Inc.

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





outstanding principal balance of the Swing Loans until such Swing Loans shall have
been repaid in full; second, to repay the outstanding principal balance of the Revolving
Loans until such Revolving Loans shall have been paid in full; and then, to provide,
pending application as set forth in any Reinvestment Notice or repayment of the Loans as
set forth in clause (iii) below, cash collateral for any Revolving Letter of Credit
Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of
Credit) until all such Revolving Letter of Credit Obligations have been fully cash
collateralized by an amount equal to 105% of such Revolving Letter of Credit Obligations.




     (iii) Upon the earlier of (A) the date of demand by the requisite lenders after the
occurrence and continuance of any Event of Default for a period of at least ten Business
Days, (B) the Reinvestment Prepayment Date corresponding to any Reinvestment Event, the
Borrowers shall immediately prepay the Loans in an amount equal to the Reinvestment
Prepayment Amount, which shall be applied in the order set forth in clause (i) above.




     (iv) All repayments of the Term Loans made pursuant to this clause (c) shall be
applied to reduce the outstanding principal amount of the Term Loan in the order specified
by the Luxembourg Borrower. All repayments of Revolving Loans and Swing Loans required to
be made pursuant to this clause (c) (other than pursuant to clause (ii) above) shall result
in a permanent reduction of the Revolving Credit Commitments to the extent provided in
Section 2.6(b) (Reduction and Termination of the Revolving Credit Commitments).



     (d) If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds
the Available Credit at such time, each Borrower shall forthwith prepay on a pro rata basis the
Swing Loans first and then the Revolving Loans then outstanding in an amount equal to such excess;
provided, however, that, to the extent such excess results solely by reason of a change in exchange
rates, no Borrower shall be required to make such prepayment unless any such excess remains on the
fifth day immediately following such change, subject to Section 7.12. If any such excess remains
after repayment in full of the aggregate outstanding Swing Loans and Revolving Loans, the
applicable Borrower shall provide cash collateral for the Revolving Letter of Credit Obligations in
the manner set forth in Section 9.3 (Actions in Respect of Revolving Letters of Credit) in an
amount equal to 105% of such excess.



     Section 2.11 Interest



     (a) Rate of Interest.




     (i) All Revolving Loans shall be made as Base Rate Loans or Eurocurrency Loans;
provided, however, that all Dollar Revolving Loans shall be made as Base Rate Loans unless,
subject to Section 2.16 (Special Provisions Governing Eurocurrency Rate Loans), the Notice
of Borrowing specifies that all or a portion thereof shall be Eurocurrency Rate Loans.
Euro Revolving Loans shall be made as Eurocurrency Rate Loans and shall not be available as
Base Rate Loans.




     (ii) All Loans and the outstanding amount of all other Obligations (other than
pursuant to Hedging Contracts that are Loan Documents, to the extent such Hedging Contracts
provide for the accrual of interest on unpaid obligations) shall bear interest, in the case
of Loans, on the unpaid principal amount thereof from the date such



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Credit Agreement

HLI Operating Company, Inc.

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





Loans are made and, in the case of such other Obligations, from the date such other
Obligations are due and payable until, in all cases, paid in full, except as otherwise
provided in clause (c) below, as follows:




     (A) if a Base Rate Loan or such other Obligation, at a rate per annum equal to
the sum of (A) the Base Rate as in effect from time to time and (B) the Applicable
Margin; and




     (B) if a Eurocurrency Rate Loan, at a rate per annum equal to the sum of (A)
the Eurocurrency Rate determined for the applicable Interest Period, (B) the
Applicable Margin in effect from time to time during such Interest Period and (C)
in the case of any Loan made by a Lender located in the United Kingdom,
Mandatory Costs.



     (b) Interest Payments. (i) Interest accrued on each Base Rate Loan (other than Swing Loans)
shall be payable in arrears (A) on the first Business Day of each calendar quarter, commencing on
the first such day following the making of such Base Rate Loan and (B) if not previously paid in
full, at maturity (whether by acceleration or otherwise) of such Base Rate Loan, (ii) interest
accrued on Swing Loans shall be payable in arrears on the first Business Day of the immediately
succeeding calendar quarter, (iii) interest accrued on each Eurocurrency Rate Loan shall be payable
in arrears (A) on the last day of each Interest Period applicable to such Loan and, if such
Interest Period has a duration of more than three months, on each day during such Interest Period
occurring every three months from the first day of such Interest Period, (B) upon the payment or
prepayment thereof in full or in part and (C) if not previously paid in full, at maturity (whether
by acceleration or otherwise) of such Eurocurrency Rate Loan and (iv) interest accrued on the
amount of all other Obligations shall be payable on demand from and after the time such Obligation
becomes due and payable (whether by acceleration or otherwise).



     (c) Default Interest. Notwithstanding the rates of interest specified in clause (a) above or
elsewhere herein, effective immediately upon the occurrence of an Event of Default under Sections
9.1(a), (b) or (f) and for as long thereafter as such Event of Default shall be continuing, the
principal balance of all Loans and the amount of all other Obligations then due and payable shall
bear interest at a rate that is two percent per annum in excess of the rate of interest applicable
to such Loans or other Obligations from time to time.



     Section 2.12 Conversion/Continuation Option



     (a) Any Borrower may elect (i) at any time on any Business Day to convert Base Rate Loans
(other than Swing Loans) or any portion thereof to Eurocurrency Rate Loans and (ii) at the end of
any applicable Interest Period, to convert Dollar Eurocurrency Rate Loans or any portion thereof
into Base Rate Loans or to continue such Eurocurrency Rate Loans or any portion thereof for an
additional Interest Period; provided, however, that the aggregate amount of the Eurocurrency Loans
for each Interest Period must be in the amount that is not less than the applicable Minimum
Currency Threshold. Each conversion or continuation shall be allocated among the Loans of each
Lender in accordance with such Lender’s Ratable Portion. Each such election shall be in
substantially the form of Exhibit F (Form of Notice of Conversion or Continuation) (a “Notice of
Conversion or Continuation”) and shall be made by giving the Administrative Agent at least three
(or, in the case of conversion of Dollar Eurocurrency Rate Loans to Base Rate Loans, one) Business
Days’ prior written notice specifying (A) the amount and type of Loan being converted or continued,
(B) in the case of a conversion to or a



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Credit Agreement

HLI Operating Company, Inc.

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continuation of Eurocurrency Rate Loans, the applicable Interest Period and (C) in the case of
a conversion, the date of conversion.



     (b) The Administrative Agent shall promptly notify each applicable Lender of its receipt of a
Notice of Conversion or Continuation and of the options selected therein. Notwithstanding the
foregoing, no conversion in whole or in part of Base Rate Loans to Eurocurrency Rate Loans and no
continuation in whole or in part of Dollar Eurocurrency Rate Loans upon the expiration of any
applicable Interest Period, shall be permitted at any time at which (A) a Default or an Event of
Default shall have occurred and be continuing or (B) the continuation of, or conversion into, a
Eurocurrency Rate Loan would violate any provision of Section 2.15 (Special Provisions Governing
Eurocurrency Rate Loan). If, within the time period required under the terms of this Section 2.12,
the Administrative Agent does not receive a Notice of Conversion or Continuation from the
applicable Borrower containing a permitted election to continue any Eurocurrency Rate Loans for an
additional Interest Period or to convert any such Loans, then, upon the expiration of the
applicable Interest Period, such Loans, if denominated in Dollars, shall be automatically converted
to Base Rate Loans and such Loans, if denominated in Euro, shall be automatically continued as
Eurocurrency Loans with an interest period of one month. Each Notice of Conversion or Continuation
shall be irrevocable.



     Section 2.13 Fees



     (a) Unused Commitment Fee. The U.S. Borrower agrees to pay to each Revolving Credit Lender a
commitment fee on the actual daily amount by which the Revolving Credit Commitment of such Lender
exceeds such Lender’s Ratable Portion of the sum of (i) the outstanding principal amount of the
Dollar Equivalent of Revolving Loans and (ii) the outstanding amount of the Revolving Letter of
Credit Obligations (the “Unused Commitment Fee”) from the Effective Date through the Revolving
Credit Termination Date at the Applicable Unused Commitment Fee Rate, payable in arrears (x) on the
first Business Day of each calendar quarter, commencing on the first such Business Day following
the Effective Date and (y) on the Revolving Credit Termination Date.



     (b) Revolving Letter of Credit Fees. Each Borrower agrees to pay the following amounts with
respect to Revolving Letters of Credit issued by any Issuer for the account of such Borrower:




     (i) to the Administrative Agent for the account of each Issuer of a Revolving Letter
of Credit, with respect to each Revolving Letter of Credit issued by such Issuer, an
issuance fee equal to 0.25% per annum of the Dollar Equivalent of the maximum undrawn face
amount of such Revolving Letter of Credit, payable in arrears (A) on the first Business Day
of each calendar quarter, commencing on the first such Business Day following the issuance
of such Revolving Letter of Credit and (B) on the Revolving Credit Termination Date;




     (ii) to the Administrative Agent for the ratable benefit of the Revolving Credit
Lenders, with respect to each Revolving Letter of Credit, a fee accruing at a rate per
annum equal to the Applicable Margin for Revolving Loans that are Eurocurrency Rate Loans
on the Dollar Equivalent of the maximum undrawn face amount of such Revolving Letter of
Credit, payable in arrears (A) on the first Business Day of each calendar quarter,
commencing on the first such Business Day following the issuance of such Revolving Letter
of Credit and (B) on the Revolving Credit Termination



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Credit Agreement

HLI Operating Company, Inc.

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





Date; provided, however, that during the continuance of an Event of Default under
Sections 9.1(a), (b) or (f), such fee shall be increased by two percent (2%) per annum and
shall be payable on demand; and




     (iii) to the Issuer of any Revolving Letter of Credit, with respect to the issuance,
amendment or transfer of each Revolving Letter of Credit and each drawing made thereunder,
documentary and processing charges in accordance with such Issuer’s standard schedule for
such charges in effect at the time of issuance, amendment, transfer or drawing, as the case
may be.



     (c) Synthetic Letter of Credit Fees. The applicable Borrower agrees to pay directly to the
Issuer, for its own account, the following fees:




     (i) a fronting fee equal to 0.125%, per annum (or such rate as may be agreed between
the Luxembourg Borrower and the Issuer), times the average aggregate daily maximum amount
available to be drawn under all Synthetic Letters of Credit (determined as of the close of
business on any date of determination), payable in arrears (A) on the first Business Day of
each calendar quarter, commencing on the first such Business Day following the issuance of
such Synthetic Letter of Credit and (B) on the Term Loan Maturity Date; and




     (ii) to the Issuer of any Synthetic Letter of Credit, with respect to the issuance,
amendment or transfer of each Synthetic Letter of Credit and each drawing made thereunder,
documentary and processing charges in accordance with such Issuer’s standard schedule for
such charges in effect at the time of issuance, amendment, transfer or drawing, as the case
may be.



     (d) Synthetic Letter of Credit Participation Fee. The applicable Borrower agrees to pay to
Synthetic L/C Lenders having Synthetic L/C Exposure, letter of credit fees (the “Synthetic L/C
Fee”) equal to (A) the rate of interest otherwise payable hereunder with respect to Term Loans that
are EURIBOR Rate Loans plus the Applicable Margin with notional successive Interest Periods of one
month commencing from the Effective Date, times (B) the average daily Total Credit-Linked Deposit;
provided, that the Synthetic L/C Fee shall be reduced by the amount of any Credit-Linked Deposit
Account Interest accrued during such period. All fees referred to in this clause (d) shall be paid
to the Administrative Agent and upon receipt, the Administrative Agent shall promptly distribute to
each Synthetic L/C Lender its Ratable Portion thereof and shall accrue and be payable in full
whether or not any Synthetic Letter of Credit is outstanding at such time.



     (e) Synthetic Letter of Credit Hedging Contract Fee. The applicable Borrower also agrees to
reimburse the Administrative Agent for the costs of any hedging contracts, including any
termination fee and mark-to-market cost (if any) incurred in connection with such hedging
contracts, in order to protect the Administrative Agent from currency exposure with respect to
Synthetic Letters of Credit denominated in currency other than Euro.



     (f) Additional Fees. The U.S. Borrower has agreed to pay to the Agents and/or Arrangers
additional fees, the amount and dates of payment of which are embodied in the Fee Letters.




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Credit Agreement

HLI Operating Company, Inc.

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




     Section 2.14 Payments and Computations



     (a) Except as provided in this Section 2.14 (Payments and Computations), each Borrower shall
make each payment required to be made by it hereunder (including fees and expenses) not later than
12:00 p.m. (Local Time) on the day when due, in the currency specified herein (or, if no currency
is specified, in Dollars), to the Administrative Agent at its address referred to in Section 11.9
(Notices, Etc.) in immediately available funds without set-off or counterclaim. The Administrative
Agent shall promptly thereafter cause to be distributed immediately available funds relating to the
payment of principal, interest or fees to the applicable Lenders, in accordance with the
application of payments set forth in Section 2.10(c) (Mandatory Prepayments) and in clauses (f) or
(g) below, as applicable, for the account of their respective Applicable Lending Offices; provided,
however, that amounts payable pursuant to Section 2.16 (Capital Adequacy), 2.17 (Taxes) or Section
2.15(c) (Increased Costs) or (d) (Illegality) shall be paid only to the affected Lender or Lenders
and amounts payable with respect to Swing Loans shall be paid only to the Swing Loan Lender.
Payments received by the Administrative Agent after 12:00 p.m. (Local Time) shall be deemed to be
received on the next Business Day.



     (b) All computations of interest and of fees shall be made by the Administrative Agent on the
basis of a year of (i) 365 days for Base Rate Loans and (ii) 360 days for Eurocurrency Loans, in
each case, for the actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest and fees are payable. Each determination by the
Administrative Agent of an interest rate hereunder shall be conclusive and binding for all
purposes, absent manifest error.



     (c) Except for Eurocurrency Loans which have been converted to Base Rate Loans denominated in
Dollars hereunder, each payment by the Borrowers in respect of any Loan or Reimbursement Obligation
(including interest or fees in respect thereof other than the Unused Commitment Fee) shall be made
in the currency in which such Loan was made or such Letter of Credit was issued.



     (d) Whenever any payment hereunder shall be stated to be due on a day other than a Business
Day, the due date for such payment shall be extended to the next succeeding Business Day, and such
extension of time shall in such case be included in the computation of payment of interest or fees,
as the case may be; provided, however, that if such extension would cause payment of interest on or
principal of any Eurocurrency Rate Loan to be made in the next calendar month, such payment shall
be made on the immediately preceding Business Day. All repayments made in Dollars of any Loans
shall be applied as follows: first, to repay such Loans outstanding as Base Rate Loans and then, to
repay such Loans outstanding as Eurocurrency Rate Loans, with those Eurocurrency Rate Loans having
earlier expiring Interest Periods being repaid prior to those having later expiring Interest
Periods.



     (e) Unless the Administrative Agent shall have received notice from a Borrower to the Lenders
prior to the date on which any payment is due hereunder that such Borrower will not make such
payment in full, the Administrative Agent may assume that such Borrower has made such payment in
full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon
such assumption, cause to be distributed to each applicable Lender on such due date an amount equal
to the amount then due such Lender. If and to the extent that the such Borrower shall not have
made such payment in full to the Administrative Agent, each applicable Lender shall repay to the
Administrative Agent forthwith on demand such amount distributed to such Lender together with
interest thereon at the Federal Funds Rate, for the first Business Day, and, thereafter, at the
rate applicable to Base Rate Loans,



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Credit Agreement

HLI Operating Company, Inc.

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





for each day from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent.



     (f) All payments in respect of Swing Loans received by the Administrative Agent shall be
distributed to the Swing Loan Lender; payments in respect of the Dollar Revolving Loans received by
the Administrative Agent shall be distributed to each Revolving Credit Lender on a pro rata basis
in accordance with the amount of the such Revolving Loans held by it in respect of the aggregate
outstanding Revolving Credit Loans denominated in Dollars; payments in respect of Euro Revolving
Loans received by the Administrative Agent shall be distributed to each Revolving Credit Lender on
a pro rata basis in accordance with the amount of the Euro Revolving Loans held by it in respect of
the aggregate outstanding Euro Revolving Loans; payments in respect of the Term Loans received by
the Administrative Agent shall be distributed to each applicable Term Loan Lender in accordance
with such Lender’s Ratable Portion; and all payments of fees and all other payments in respect of
any other Obligation shall be allocated among such of the Lenders and Issuers as are entitled
thereto and, for such payments allocated to the Lenders, in proportion to their respective Ratable
Portions. Except for payments and other amounts applied in accordance with the provisions of
clause (g) below (or required to be applied in accordance with Section 2.10(c) (Mandatory
Prepayments)), all payments and any other amounts made to or received by any Agent, Lender or
Issuer from, or for the benefit of, each Borrower shall be applied as follows, solely for the
account of such Borrower:




     First, to pay interest on and then principal of any portion of the Loans that any
Agent may have advanced on behalf of any Lender for which such Agent has not then been
reimbursed by such Lender or such Borrower;




     Second, to pay interest on and then principal of any Swing Loan;




     Third, to pay Obligations owed by such Borrower in respect of any expense
reimbursements or indemnities then due to the Agents;




     Fourth, to pay Obligations owed by such Borrower in respect of any expense
reimbursements or indemnities then due to the Lenders and the Issuers;




     Fifth, to pay Obligations owed by such Borrower in respect of any fees then due to the
Agents, the Lenders and the Issuers;




     Sixth, to pay interest then due and payable in respect of the Loans and Reimbursement
Obligations, in each case, owed by such Borrower;




     Seventh, to pay or prepay principal amounts on the Loans, Reimbursement Obligations,
Cash Management Obligations and Obligations with respect to Hedging Contracts, in each
case, owed by such Borrower, and to provide cash collateral for outstanding Letter of
Credit Undrawn Amounts and Synthetic L/C Undrawn Amounts in the manner described in Section
9.3 (Actions in Respect of Revolving Letters of Credit), ratably to the aggregate principal
amount of such Loans, Reimbursement Obligations and Revolving Letter of Credit Undrawn
Amounts, Cash Management Obligations and Obligations owing by such Borrower with respect to
Hedging Contracts; and



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Credit Agreement

HLI Operating Company, Inc.

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





     Eighth, to the ratable payment of all other Obligations owed by such Borrower;



provided, however, that if sufficient funds are not available to fund all payments to be made in
respect of any Obligation described in any of clauses first, second, third, fourth, fifth, sixth,
seventh and eighth above, the available funds being applied with respect to any such Obligation
(unless otherwise specified in such clause) shall be allocated to the payment of such Obligations
ratably, based on the proportion of each Agent’s, Lender’s or Issuer’s interest in the aggregate
outstanding Obligations described in such clause. The order of priority set forth in clauses
first, second, third, fourth, fifth, sixth, seventh and eighth above may at any time and from time
to time be changed by the agreement of the Requisite Lenders in accordance with the terms hereof
without necessity of notice to or consent of or approval by the applicable Borrower or by any
Person that is not a Lender; provided, however, that (i) the order of priority set forth in clauses
first, second, third, fourth and fifth above may be changed only with the prior written consent of
the affected Agents in addition to that of the Requisite Lenders and (ii) the order of priority set
forth in clause second above, may be changed only with the prior written consent of the Swing Loan
Lender in addition to that of the Lenders required by the terms hereof and the Administrative
Agent.



     (g) The Borrowers hereby (i) irrevocably waive the right to direct the application of any and
all payments in respect of the Obligations and any proceeds of Collateral after the occurrence and
during the continuance of an Event of Default and (ii) agree that, notwithstanding the provisions
of Section 2.10(c) (Mandatory Prepayments) and clause (f) above, (A) the Administrative Agent may,
and, upon either (1) the written direction of the Requisite Lenders or (2) the acceleration of the
Obligations pursuant to Section 9.2 (Remedies), shall, deliver a Blockage Notice to each Deposit
Account Bank and (B) all payments made to or received by any Secured Party constituting proceeds of
Foreign Collateral shall be applied solely to pay the Foreign Secured Obligations in the order of
priority set forth in clauses first through eighth in Section 2.14(f) and all payments made to or
received by any Secured Party constituting proceeds of Domestic Collateral shall be applied as
follows:




     First, to pay interest on and then principal of any portion of the Revolving Loans
borrowed by the U.S. Borrower that any Agent may have advanced on behalf of any Lender for
which such Agent has not then been reimbursed by such Lender or the U.S. Borrower;




     Second, to pay interest on and then principal of any Swing Loan;




     Third, to pay Domestic Secured Obligations in respect of any expense reimbursements or
indemnities then due to the Agents;




     Fourth, to pay Domestic Secured Obligations in respect of any expense reimbursements
or indemnities then due to the applicable Lenders and the Issuers;




     Fifth, to pay Domestic Secured Obligations in respect of any fees then due to the
Agents, the Lenders and the Issuers;




     Sixth, to pay interest then due and payable in respect of the Revolving Loans and
Revolving Letter of Credit Reimbursement Obligations and fees then due and



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Credit Agreement

HLI Operating Company, Inc.

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





payable in respect of Synthetic L/C Reimbursement Obligations, in each case, owed by
the U.S. Borrower;




     Seventh, to pay or prepay principal amounts on the Revolving Loans, Revolving Letter
of Credit Reimbursement Obligations, Synthetic L/C Reimbursement Obligations, to provide
cash collateral for outstanding Revolving Letter of Credit Undrawn Amounts in the manner
described in Section 9.3 (Actions in Respect of Revolving Letters of Credit), Cash
Management Obligations and Obligations with respect to Hedging Contracts, in each case,
owed by the U.S. Borrower, ratably to the aggregate principal amount of such Revolving
Loans, Reimbursement Obligations, Synthetic L/C Reimbursement Obligations and Revolving
Letter of Credit Undrawn Amounts, Cash Management Obligations and Obligations owing with
respect to Hedging Contracts, in each case, owed by the U.S. Borrower;




     Eighth, to pay interest then due and payable in respect of the Term Loans and
Revolving Letter of Credit Reimbursement Obligations, fees then due and payable in respect
of the Synthetic L/C Reimbursement Obligations owed by the Luxembourg Borrower;




     Ninth, to pay or prepay principal amounts on the Term Loans, Synthetic L/C
Reimbursement Obligations owed by the Luxembourg Borrower, Cash Management Obligations and
Obligations with respect to Hedging Contracts, ratably to the aggregate principal amount of
such Loans, Synthetic L/C Reimbursement Obligations, Cash Management Obligations and
Obligations owing with respect to Hedging Contracts; and




     Tenth, to the ratable payment of all other Obligations;


provided, however, that if sufficient funds are not available to fund all payments to be made in
respect of any Obligation described in any of clauses first, second, third, fourth, fifth, sixth,
seventh, eighth, ninth and tenth above, the available funds being applied with respect to any such
Obligation (unless otherwise specified in such clause) shall be allocated to the payment of such
Obligations ratably, based on the proportion of each Agent’s, Lender’s or Issuer’s interest in the
aggregate outstanding Obligations described in such clause. The order of priority set forth in
clauses first, second, third, fourth, fifth, sixth, seventh, eighth, ninth and tenth above may at
any time and from time to time be changed by the agreement of the Requisite Lenders in accordance
with the terms hereof without necessity of notice to or consent of or approval by the Borrowers or
by any Person that is not a Lender; provided, however, that (i) the order of priority set forth in
clauses first, second, third, fourth and fifth above may be changed only with the prior written
consent of the affected Agents in addition to that of the Requisite Lenders and (ii) the order of
priority set forth in clause second above, may be changed only with the prior written consent of
the Swing Loan Lender in addition to that of the Lenders required by the terms hereof and the
Administrative Agent.




     (h) At the option of the Administrative Agent, principal on the Swing Loans, Revolving Letter
of Credit Reimbursement Obligations, interest, fees, expenses and other sums due and payable in
respect of the Revolving Loans and Protective Advances may be paid from the proceeds of Swing Loans
or Revolving Loans for the applicable Borrower. The applicable Borrower hereby authorizes the
Swing Loan Lender to make Swing Loans pursuant to Section 2.3(a) (Swing Loans) and the Revolving
Credit Lenders to make Revolving Loans pursuant to Section 2.2(a) (Borrowing Procedures) from time
to time in the Swing Loan Lender’s or such



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Credit Agreement

HLI Operating Company, Inc.

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





Revolving Credit Lender’s discretion, that are in the amounts of any and all principal due and
payable by the applicable Borrower with respect to the Swing Loans, interest, fees, expenses and
other sums due and payable in respect of the Revolving Loans by the applicable Borrower and any and
all sums in respect of the Protective Advances made with respect to the applicable Borrower, and
further authorizes the Administrative Agent to give the Revolving Credit Lenders notice of any
Borrowing with respect to such Swing Loans and Revolving Loans and to distribute the proceeds of
such Swing Loans and Revolving Loans to pay such amounts. The applicable Borrower agrees that all
such Swing Loans and Revolving Loans so made for such Borrower shall be deemed to have been
requested by it (irrespective of the satisfaction of the conditions in Section 3.2 (Conditions
Precedent to Each Loan and Letter of Credit), which conditions the Revolving Credit Lenders
irrevocably waive) and directs that all proceeds thereof shall be used to pay such amounts.



     Section 2.15 Special Provisions Governing Eurocurrency Rate Loans



     (a) Determination of Interest Rate



     The Eurocurrency Rate for each Interest Period for Eurocurrency Rate Loans shall be determined
by the Administrative Agent pursuant to the procedures set forth in the definition of “Eurocurrency
Rate.” The Administrative Agent’s determination shall be presumed to be correct absent manifest
error and shall be binding on the Borrowers.



     (b) Interest Rate Unascertainable, Inadequate or Unfair



     In the event that (i) the Administrative Agent determines that adequate and fair means do not
exist for ascertaining the applicable interest rates by reference to which the Eurocurrency Rate
then being determined is to be fixed or (ii) the Requisite Lenders notify the Administrative Agent
that the Eurocurrency Rate for any Interest Period will not adequately reflect the cost to the
Lenders of making or maintaining such Loans for such Interest Period, the Administrative Agent
shall forthwith so notify the Borrowers and the Lenders, whereupon each Eurocurrency Rate Loan
shall automatically, on the last day of the current Interest Period for such Loan, convert into a
Base Rate Loan denominated in Dollars and the obligations of the Lenders to make Eurocurrency Rate
Loans or to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended until the
Administrative Agent shall notify the Borrowers that the Requisite Lenders have determined that the
circumstances causing such suspension no longer exist.



     (c) Increased Costs



     If at any time any Lender determines that the introduction of, or any change in or in the
interpretation of, any law, treaty or governmental rule, regulation or order (other than (x) any
change by way of imposition or increase of reserve requirements included in determining the
Eurocurrency Rate and (y) any change in or in the interpretation of any law, treaty or governmental
rule, regulation or order relating to Taxes, Other Taxes or taxes imposed on, or measured by, the
net income or net profits of such Lender or franchise taxes imposed on such Lender by the
Governmental Authority of the jurisdiction in which such Lender has its principal office or in
which the Applicable Lending Office for the relevant Eurocurrency Rate Loan is located, or by any
other Governmental Authority other than a Governmental Authority of a jurisdiction in which such
Lender would not be subject to tax but for the execution and performance of this Agreement or any
other Loan Document) or the compliance by such Lender with any guideline, request or directive from
any central bank or other Governmental Authority



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Credit Agreement

HLI Operating Company, Inc.

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



(whether or not having the force of law), shall have the effect of increasing the cost to such
Lender of agreeing to make or making, funding or maintaining any Eurocurrency Rate Loans, then the
Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such Lender additional
amounts sufficient to compensate such Lender for such increased cost. A certificate as to the
amount of such increased cost, submitted to the Borrowers and the Administrative Agent by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.




     (d) Illegality



     Notwithstanding any other provision of this Agreement, if any Lender determines that the
introduction of, or any change in or in the interpretation of, any law, treaty or governmental
rule, regulation or order after the Effective Date shall make it unlawful, or any central bank or
other Governmental Authority shall assert that it is unlawful, for any Lender or its Eurocurrency
Lending Office to make Eurocurrency Rate Loans or to continue to fund or maintain Eurocurrency Rate
Loans, then, on notice thereof and demand therefor by such Lender to the Borrowers through the
Administrative Agent, (i) the obligation of such Lender to make or to continue Eurocurrency Rate
Loans and to convert Base Rate Loans into Eurocurrency Rate Loans shall be suspended, and each such
Lender shall make a Base Rate Loan denominated in Dollars as part of any requested Borrowing of
Eurocurrency Rate Loans and (ii) if the affected Eurocurrency Rate Loans are then outstanding, the
Borrowers shall immediately convert each such Loan into a Base Rate Loan denominated in Dollars.
If, at any time after a Lender gives notice under this Section 2.15(d), such Lender determines that
it may lawfully make Eurocurrency Rate Loans, such Lender shall promptly give notice of that
determination to the Borrowers and the Administrative Agent, and the Administrative Agent shall
promptly transmit the notice to each other Lender. The Borrowers’ right to request, and such
Lender’s obligation, if any, to make Eurocurrency Rate Loans shall thereupon be restored.



     (e) Breakage Costs



     In addition to all amounts required to be paid by the Borrowers pursuant to Section 2.11
(Interest), each Borrowers shall compensate each Lender that has made a Loan to such Borrower, upon
demand, for all losses, expenses and liabilities (including any loss or expense incurred by reason
of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or
maintain such Lender’s Eurocurrency Rate Loans to such Borrower but excluding any loss of the
Applicable Margin on the relevant Loans) that such Lender may sustain (i) if for any reason a
proposed Borrowing, conversion into or continuation of Eurocurrency Rate Loans does not occur on a
date specified therefor in a Notice of Borrowing or a Notice of Conversion or Continuation given by
a Borrower or in a telephonic request by it for borrowing or conversion or continuation or a
successive Interest Period does not commence after notice therefor is given pursuant to Section
2.12 (Conversion/Continuation Option), (ii) if for any reason any Eurocurrency Rate Loan is prepaid
(including mandatorily pursuant to Section 2.10 (Mandatory Prepayments)) on a date that is not the
last day of the applicable Interest Period, (iii) as a consequence of a required conversion of a
Eurocurrency Rate Loan to a Base Rate Loan as a result of any of the events indicated in clause (d)
above or (iv) as a consequence of any failure by the applicable Borrower to repay Eurocurrency Rate
Loans when required by the terms hereof. The Lender making demand for such compensation shall
deliver to such Borrower concurrently with such demand a written statement as to such losses,
expenses and liabilities, and



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Credit Agreement

HLI Operating Company, Inc.

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





this statement shall be conclusive as to the amount of compensation due to such Lender, absent
manifest error.



     Section 2.16 Capital Adequacy



     If at any time any Lender determines that (a) the adoption of, or any change in or in the
interpretation of, any law, treaty or governmental rule, regulation or order after the Closing Date
regarding capital adequacy, (b) compliance with any such law, treaty, rule, regulation or order or
(c) compliance with any guideline or request or directive from any central bank or other
Governmental Authority (whether or not having the force of law) shall have the effect of reducing
the rate of return on such Lender’s (or any corporation controlling such Lender’s) capital as a
consequence of its obligations hereunder or under or in respect of any Letter of Credit to a level
below that which such Lender or such corporation could have achieved but for such adoption, change,
compliance or interpretation, then, upon demand from time to time by such Lender (with a copy of
such demand to the Administrative Agent), the applicable Borrower shall pay to the Administrative
Agent for the account of such Lender, from time to time as specified by such Lender, additional
amounts sufficient to compensate such Lender for such reduction. A certificate as to such amounts
submitted to the applicable Borrower and the Administrative Agent by such Lender shall be
conclusive and binding for all purposes absent manifest error.



     Section 2.17 Taxes



     (a) Except as otherwise provided in this Section 2.17, any and all payments by any Loan Party
under each Loan Document shall be made free and clear of and without deduction for any and all
present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities
with respect thereto, excluding (i) in the case of each Lender, Issuer and Agent, (A) taxes
measured by its net income or net profit and franchise taxes imposed on it, by the jurisdiction (or
any political subdivision thereof) under the laws of which such Lender, Issuer or Agent (as the
case may be) is organized or carries on business and (B) except in the case of a Lender, Agent or
Issuer becoming a Lender, Agent or Issuer (as the case may be) pursuant to the provisions of
Section 2.18 (Substitution of Lenders), any withholding taxes payable with respect to payments
under the Loan Documents under laws (including any statute, treaty or regulation) in effect on the
Effective Date (or, in the case of (1) an Eligible Assignee, the date of the Assignment and
Acceptance, (2) a successor Agent, the date of the appointment of such Agent and (3) a successor
Issuer, the date on which such Issuer becomes an Issuer) applicable to such Lender, Issuer or
Agent, as the case may be, but not excluding any withholding taxes payable as a result of any
change in such laws occurring after the Effective Date (or, in the case of (1) an Eligible
Assignee, the date of the Assignment and Acceptance, (2) a successor Agent, the date of the
appointment of such Agent and (3) a successor Issuer, the date on which such Issuer becomes an
Issuer) and (ii) in the case of each Lender and each Issuer, taxes measured by its net income or
net profit and franchise taxes imposed on it as a result of a present or former connection (other
than a connection arising solely from such Lender’s or such Issuer’s having executed, delivered or
performed its obligations or received a payment under, or enforced, this Agreement) between such
Lender or such Issuer and the jurisdiction of the Governmental Authority imposing such tax or any
taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Taxes
shall be required by law to be deducted from or in respect of any sum payable under any Loan
Document to any Lender, any Issuer or any Agent (w) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.17) such Lender,



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such Issuer or such Agent (as the case may be) receives an amount equal to the sum it would
have received had no such deductions been made, (x) the relevant Loan Party shall make such
deductions, (y) the relevant Loan Party shall pay the full amount deducted to the relevant taxing
authority or other authority in accordance with applicable law and (z) the relevant Loan Party
shall deliver to the Administrative Agent evidence of such payment.



     (b) Any and all payments made under this Agreement or under any other Loan Document which (in
whole or in part) constitute consideration for Value Added Tax (“VAT”) purposes shall be deemed to
be exclusive of any VAT which is chargeable on such supply. If VAT is chargeable on any supply
made by the Issuer, an Agent or a Lender (the “Supplier”) to any Borrower in connection with this
Agreement or under any other Loan Document, such Borrower shall pay to the relevant tax authorities
or to the Supplier (as appropriate and in addition to and at the same time as paying the
consideration) an amount equal to the amount of the VAT. The Supplier shall then promptly provide
an appropriate VAT invoice to such party.



     (c) In addition, each Loan Party agrees to pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies of the United States or any
political subdivision thereof or any applicable non-United States jurisdiction, and all liabilities
with respect thereto, in each case, arising from any payment made under any Loan Document or from
the execution, delivery or registration of, or otherwise with respect to, any Loan Document
(collectively, “Other Taxes”).



     (d) Except as otherwise provided in this Section 2.17, each Loan Party shall indemnify each
Lender, each Issuer and each Agent for the full amount of Taxes and Other Taxes (including any
Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.17) paid
by such Lender, such Issuer or such Agent (as the case may be) and any liability (including for
penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such
Taxes or Other Taxes were correctly or legally asserted; provided, however, that such Loan Party
shall not have any obligation under this clause (d) to any Lender, any Issuer or any Agent in
respect of penalties, interest and other similar liabilities attributable to such indemnified Taxes
or Other Taxes if such penalties, interest or other similar liabilities are caused by or result
from the gross negligence or willful misconduct of the Person seeking indemnification under this
clause (d), as determined by a court of competent jurisdiction in a final non-appealable judgment
or order. This indemnification shall be made within 30 days after the date such Lender, such
Issuer or such Agent (as the case may be) makes written demand therefor. Such written demand shall
set forth in reasonable detail the amount of such indemnification and the calculation of such
amount, and shall be presumed to be correct in the absence of manifest error. Where this Agreement
or any other Loan Document requires any Borrower to reimburse the Issuer, Agent or Lender for any
costs or expenses, such Borrower shall also at the same time pay and indemnify such Issuer, Agent
or Lender against all VAT incurred by such Issuer, Agent or Lender in respect of the costs or
expenses to the extent that such Issuer, Agent or Lender reasonably determines that it is not
entitled to credit or repayment from the relevant tax authority in respect of the VAT.



     (e) Within 30 days after the date of any payment of Taxes or Other Taxes by any Loan Party
pursuant to this Section 2.17, the applicable Borrower shall furnish to the Administrative Agent,
at its address referred to in Section 11.9 (Notices, Etc.), the original or a certified copy of a
receipt evidencing payment thereof, or other evidence of such payment reasonably satisfactory to
the Administrative Agent.



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     (f) Without prejudice to the survival of any other agreement of any Loan Party hereunder or
under the Guaranty, the agreements and obligations of such Loan Party contained in this Section
2.17 shall survive the payment in full of the Obligations.



     (g) (A) Prior to the Effective Date in the case of each Non-U.S. Lender that is a Lender on or
prior to such date, and on the date of the Assignment and Acceptance pursuant to which it becomes a
Lender or on the date a successor Issuer becomes an Issuer or on the date a successor Agent becomes
an Agent and from time to time thereafter if requested by the U.S. Borrower or the Administrative
Agent, each Non-U.S. Lender that is entitled at such time to an exemption from United States
withholding tax, or that is subject to such tax at a reduced rate under an applicable tax treaty,
shall provide the Administrative Agent and the U.S. Borrower with two completed originals of each
of the following, as applicable: (i) Form W-8ECI (claiming exemption from United States withholding
tax because the income is effectively connected with a U.S. trade or business) or any successor
form, (ii) Form W-8BEN (claiming exemption from, or a reduction of, United States withholding tax
under an income tax treaty) or any successor form, (iii) in the case of a Non-U.S. Lender claiming
exemption under Sections 871(h) or 881(c) of the Code, a Form W-8BEN (claiming exemption from
United States withholding tax under the portfolio interest exemption) or any successor form and a
certificate in form and substance reasonably satisfactory to the Administrative Agent to the effect
that (1) such Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Code, is
not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not
been treated as a bank for purposes of any tax, securities law or other filing or submission made
to any Governmental Authority, any application made to a rating agency or qualification for any
exemption from any tax, securities law or other legal requirements, (2) is not a ten percent (10%)
shareholder for purposes of Section 881(c)(3)(B) of the Code and (3) is not a controlled foreign
corporation receiving interest from a related person for purposes of Section 881(c)(3)(C) of the
Code or (iv) any other applicable form, certificate or document prescribed by the IRS certifying as
to such Non-U.S. Lender’s entitlement to such exemption from United States withholding tax or
reduced rate with respect to all payments to be made to such Non-U.S. Lender under the Loan
Documents. Each Non-U.S. Lender shall also provide to the U.S. Borrower and the Administrative
Agent two completed copies of the relevant forms (or successor forms), certificates or documents
described in clauses (i) through (iv) of the immediately preceding sentence on or before the date
that the most recent form, certificate or document previously provided expires or becomes obsolete,
or promptly after the occurrence of any event requiring a change in the most recent form,
certificate or document previously provided, certifying that such Non-U.S. Lender is exempt from or
entitled to a reduced rate of United States withholding tax on payments made under any Loan
Document or to or for such Non-U.S. Lender, unless a change in law (including, without limitation,
any change in treaty or regulation) has occurred prior to the date on which any such delivery would
otherwise be required that renders all such documentation inapplicable or that would prevent such
Non-U.S. Lender from duly completing and delivering any documentation with respect to it. Each
Lender, each Agent and each Issuer that is a United States person as defined in Section 7701(a)(30)
of the Code and that is not an “exempt recipient” (as defined in Treasury Regulations Section
1.6049-4(c)) with respect to which no withholding is required shall deliver, at the time(s) and in
the manner(s) described above with respect to the other forms referenced in clauses (i)-(iv) of
this clause (g) above, to the U.S. Borrower and the Administrative Agent (as applicable) a properly
completed and duly executed Form W-9 or any successor form, certifying that such person is exempt
from United States backup withholding tax on payments made hereunder under the Loan Documents.
Unless the U.S. Borrower and the Administrative Agent have received, prior to making payment under
any Loan Document to or for a Non-U.S.



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Lender, forms or other documents satisfactory to them indicating that payments under any Loan
Document are not subject to United States withholding tax or are subject to such tax at a rate
reduced by an applicable tax treaty, the U.S. Borrower or the Administrative Agent shall withhold
amounts required to be withheld by applicable Requirements of Law from such payments at the
applicable statutory rate.



     (B) Prior to the Effective Date in the case of each Lender that is a Lender on or prior to
such date, and on the date of the Assignment and Acceptance pursuant to which it becomes a Lender
or on the date a successor Issuer becomes an Issuer or on the date a successor Agent becomes an
Agent, and from time to time thereafter if requested by the applicable Borrower or the
Administrative Agent, any Lender, Issuer or Agent that is entitled to an exemption from or
reduction of any non-United States withholding tax, or that is subject to any such tax at a reduced
rate under any applicable tax treaty to which the non-United States jurisdiction imposing such
withholding tax is a party with respect to payments under this Agreement or any Loan Document shall
deliver to the applicable Borrower (with a copy to the Administrative Agent), such properly
completed and executed documentation prescribed by applicable Requirements of Law as will permit
such payments to be made without withholding or at a reduced rate, provided that such Lender,
Issuer or Agent is legally entitled to complete, execute and deliver such documentation and in such
Person’s reasonable judgment such completion, execution or submission would not materially
prejudice the legal position of such Person.



     (h) Any Lender, Issuer or Agent claiming any additional amounts or indemnity payable pursuant
to this Section 2.17 shall use its reasonable efforts (consistent with its internal policy and
legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if
the making of such a change would avoid the need for, or reduce the amount of, any such additional
amounts that would be payable or may thereafter accrue and would not, in the sole determination of
such Lender, Issuer or Agent, be otherwise materially disadvantageous to such Person.



     (i) For any period with respect to which a Lender, Issuer or Agent has failed to provide the
applicable Borrower or the Administrative Agent with the appropriate form, certificate or document
described in Section 2.17(g), such Person shall not be entitled to indemnification or increased
amounts under Section 2.17(a) or Section 2.17(d) for any Taxes or Other Taxes imposed by reason of
such failure.



     (j) If any Lender, Issuer or Agent determines in its sole discretion that it has actually
received any refund of tax in connection with any deduction or withholding or payment of any
additional amount by any Loan Party pursuant to this Section 2.17, such Person shall reimburse the
applicable Loan Party in an amount equal to such refund, after tax, and net of all expenses
incurred by the such Person in connection with such refund. The applicable Loan Party shall return
such amount to the applicable Person in the event that such Person is required to repay such refund
of tax. Nothing contained in this Section 2.17 shall interfere with the right of each of the
Lenders, the Issuers and the Agents to arrange its tax affairs in whatever manner it thinks fit,
nor to disclose any information or any computations relating to its tax affairs or to do anything
that would prejudice its ability to benefit from other credits, relief, remissions or repayments to
which it may be entitled.



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     Section 2.18 Substitution of Lenders



     (a) In the event that (i)(A) any Lender makes a claim under Section 2.15(c) (Increased Costs)
or Section 2.16 (Capital Adequacy), (B) it becomes illegal for any Lender to continue to fund or
make any Eurocurrency Rate Loan and such Lender notifies the applicable Borrower pursuant to
Section 2.15(d) (Illegality), (C) a Loan Party is required to make any payment pursuant to Section
2.17 (Taxes) that is attributable to a particular Lender or (D) any Lender becomes a Non-Funding
Lender, (ii) in the case of clause (i)(A) above, as a consequence of increased costs in respect of
which such claim is made, the effective rate of interest payable to such Lender under this
Agreement with respect to its Loans materially exceeds the effective average annual rate of
interest payable to the Requisite Lenders under this Agreement and (iii) in the case of clause
(i)(A), (B) and (C) above, Lenders holding at least 75% of the Revolving Credit Commitments,
Lenders holding at least 75% of the Term Loan Commitments, Lenders holding at least 75% of the
Synthetic L/C Commitments are not subject to such increased costs or illegality, payment or
proceedings (any such Lender, an “Affected Lender”), the Borrowers may substitute any Lender and,
if reasonably acceptable to the Administrative Agent, any other Eligible Assignee (a “Substitute
Institution”) for such Affected Lender hereunder, after delivery of a written notice (a
“Substitution Notice”) within a reasonable time (in any case not to exceed 90 days) following the
occurrence of any of the events described in clauses (i)(A), (B), (C) or (D) above by the Borrowers
to the Administrative Agent and the Affected Lender that the Borrowers intend to make such
substitution; provided, however, that, if more than one Lender claims increased costs, illegality
or right to payment arising from the same act or condition and such claims are received by the
Borrowers within 30 days of each other, then the Borrowers may substitute all, but not (except to
the extent the Borrowers have already substituted one of such Affected Lenders before the
Borrowers’ receipt of the other Affected Lenders’ claim) less than all, Lenders making such claims.



     (b) If the Substitution Notice was properly issued under this Section 2.18, the Affected
Lender shall sell, and the Substitute Institution shall purchase, all rights and claims of such
Affected Lender under the Loan Documents and the Substitute Institution shall assume, and the
Affected Lender shall be relieved of, the Affected Lender’s Revolving Credit Commitments, Synthetic
L/C Commitments and all other prior unperformed obligations of the Affected Lender under the Loan
Documents (other than in respect of any damages (other than exemplary or punitive damages, to the
extent permitted by applicable law) in respect of any such unperformed obligations). Such purchase
and sale (and the corresponding assignment of all rights and claims hereunder) shall be effective
on (and not earlier than) the later of (i) the receipt by the Affected Lender of a payment in an
amount equal to its Ratable Portion of the Revolving Credit Outstandings, the Term Loans and
Synthetic L/C Exposure, together with any other Obligations owing to it, (ii) the receipt by the
Administrative Agent of an agreement in form and substance satisfactory to it and the Borrowers
whereby the Substitute Institution shall agree to be bound by the terms hereof and (iii) the
payment in full to the Affected Lender in cash of all fees, unreimbursed costs and expenses and
indemnities accrued and unpaid through such effective date. Upon the effectiveness of such sale,
purchase and assumption, the Substitute Institution shall become a “Lender” hereunder for all
purposes of this Agreement having a Commitment in the amount of such Affected Lender’s Commitment
assumed by it and such Commitment of the Affected Lender shall be terminated; provided, however,
that all indemnities under the Loan Documents shall continue in favor of such Affected Lender.



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     (c) Each Lender agrees that, if it becomes an Affected Lender and its rights and claims are
assigned hereunder to a Substitute Institution pursuant to this Section 2.18, it shall execute and
deliver to the Administrative Agent an Assignment and Acceptance to evidence such assignment,
together with any Note (if such Loans are evidenced by a Note) evidencing the Loans subject to such
Assignment and Acceptance; provided, however, that the failure of any Affected Lender to execute an
Assignment and Acceptance shall not render such assignment invalid.



ARTICLE III




Conditions To Loans And Letters Of Credit 




     Section 3.1 Conditions Precedent to Initial Loans and Letters of Credit



     This Agreement, including the obligation of each Lender to make the Loans requested to be made
by it and the obligation of each Issuer to Issue Letters of Credit hereunder, shall not become
effective until the date (the “Effective Date”) on which each of the following conditions precedent
is satisfied or duly waived in accordance with Section 11.1 (Amendments, Waivers, Etc.):



     (a) Certain Documents. The Administrative Agent shall have received on or prior to the
Effective Date each of the following, each dated the Effective Date unless otherwise indicated or
agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative
Agent:




     (i) this Agreement, duly executed and delivered by the Borrowers and, for the account
of each Lender requesting the same, a Note or Notes of the Borrowers conforming to the
requirements set forth herein;




     (ii) the Collateral Sharing Agreement, duly executed among the Agents;




     (iii) the Guaranty, duly executed by each Domestic Subsidiary Guarantor;




     (iv) the Pledge and Security Agreement, duly executed by the U.S. Borrower, Parent,
Holdings and each Domestic Subsidiary Guarantor, together with each of the following to the
extent not previously delivered to the Administrative Agent pursuant to the Existing Credit
Agreement, with such amendments and restatements as may be necessary to reflect the
amendment and restatement of the Existing Credit Agreement:




     (A) evidence satisfactory to the Administrative Agent that, upon the filing
and recording of instruments delivered on or prior to the Effective Date, the
Administrative Agent shall have a valid and perfected first priority security
interest for the benefit of the Secured Parties in the Domestic Collateral,
including (x) such documents duly executed by each Loan Party as the Administrative
Agent may request with respect to the perfection of its security interests in the
Domestic Collateral (including patent, trademark and copyright security agreements
suitable for filing with the Patent and Trademark Office or the Copyright Office,
as the case may be, and other applicable documents under



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the laws of any jurisdiction with respect to the perfection of Liens created
by the Pledge and Security Agreement) and (y) copies of UCC search reports as of a
recent date listing all effective financing statements that name any Loan Party as
debtor, together with copies of such financing statements, none of which shall
cover the Domestic Collateral except for those that shall be terminated on the
Effective Date or are otherwise permitted hereunder;




     (B) share certificates representing all of the certificated Pledged Stock
being pledged pursuant to such Pledge and Security Agreement and stock powers for
such share certificates executed in blank;




     (C) all instruments representing Pledged Notes being pledged pursuant to such
Pledge and Security Agreement duly endorsed in favor of the Administrative Agent or
in blank;




     (D) Deposit Account Control Agreements from Deposit Account Banks as required
pursuant to the Pledge and Security Agreement in substantially the form delivered
under the Existing Credit Agreement; and




     (E) Control Account Agreements as required pursuant to the Pledge and Security
Agreement from (1) securities intermediaries with respect to all securities
accounts and securities entitlements of the U.S. Borrower and each such Guarantor
and (2) futures commission agents and clearing houses with respect to commodities
contracts and commodities accounts held by the U.S. Borrower and each Guarantor;




     (v) Except as set forth on Schedule 7.13(b), Mortgages for all of the real property of
the Loan Parties (except as may be agreed to by the Administrative Agent), with such
amendments and restatements as may be necessary to reflect the amendment and restatement of
the Existing Credit Agreement, together with the following to the extent not previously
delivered to the Administrative Agent under the Existing Credit Agreement, (A) title
insurance policies (or marked-up unconditional binders for such insurance or other evidence
acceptable to the Administrative Agent proving ownership thereof), satisfactory in form and
substance to the Administrative Agent, in its sole discretion, (B) evidence that the
recording of counterparts of such Mortgages in the recording offices specified in such
Mortgages will create a valid and enforceable first priority lien on property described
therein in favor of the Administrative Agent for the benefit of the Secured Parties (or in
favor of such other trustee as may be required or desired under local law) and (C) an
opinion of counsel in each state or jurisdiction in which any such Mortgage is to be
recorded in form and substance and from counsel satisfactory to the Administrative Agent;




     (vi) Except as set forth on Schedules 7.13(a) and (b), Foreign Security Agreements,
duly executed by the Luxembourg Borrower, as applicable, and each Foreign Subsidiary
Guarantor together with evidence reasonably satisfactory to the Administrative Agent that,
upon the filing and recording of instruments delivered on or prior to the Effective Date,
the Administrative Agent shall have a valid and perfected first priority security interest
for the benefit of the Secured Parties in the Foreign Collateral, including (x) such
documents duly executed by each Foreign Loan Party as the Administrative Agent may request
with respect to the perfection of its security interests



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in the Foreign Collateral (including applicable documents under the laws of any
jurisdiction with respect to the perfection of Liens created by the Foreign Security
Agreements);




     (vii) a favorable opinion of (A) Skadden, Arps, Slate, Meagher & Flom, LLP, counsel to
the Loan Parties, in substantially the form of Exhibit G (Form of Opinion of Counsel for
the Loan Parties), (B) counsels to the Loan Parties set forth on Schedule 3.1(a)(vii), in
each case, addressed to the Administrative Agent and the Lenders and addressing such other
matters as any Lender through the Administrative Agent may reasonably request and (C)
counsel to the Administrative Agent as to the enforceability of this Agreement and the
other Loan Documents to be executed on the Effective Date;




     (viii) a certificate dated as of a recent date from the Secretary of State of the
state of organization of each Domestic Loan Party attesting to the good standing of each
such Domestic Loan Party;




     (ix) a certificate of the Secretary or an Assistant Secretary of each Domestic Loan
Party certifying (A) for each Domestic Loan Party that each officer of such Domestic Loan
Party who has been authorized to execute and deliver the Existing Credit Agreement or, as
the case may be, the Guaranty, is authorized to execute this Agreement and each other
Domestic Loan Document executed in connection herewith, (B) that there have been no changes
(other than as may be attached to such certificate of the Secretary or Assistant Secretary)
to the certificate of incorporation or by-laws (or, in each case, equivalent Constituent
Document) from the certificate of incorporation or by-laws (or, in each case, equivalent
Constituent Document) delivered pursuant to the Existing Credit Agreement on the Closing
Date and (C) that the resolutions of such Domestic Loan Party’s Board of Directors (or
equivalent governing body) delivered pursuant to the Existing Credit Agreement on the
Closing Date approving and authorizing the execution, delivery and performance of the
Existing Credit Agreement or the other Domestic Loan Documents to which it is a party
remain in full force and effect and have not been amended, supplemented or modified in any
way and authorize the execution of this Agreement and the Domestic Loan Documents executed
in accordance herewith;




     (x) certificates and corporate documents of the Luxembourg Borrower and each Foreign
Subsidiary Guarantor as set forth on Schedule 3.1(a)(x) attached hereto;




     (xi) a certificate of a Responsible Officer of each of the Borrowers, stating that the
Loan Parties, taken as a whole, are Solvent, in each case, after giving effect to the Loans
and Letters of Credit requested to be made on the Effective Date, the application of the
proceeds thereof in accordance with Section 7.9 (Application of Proceeds) and the payment
of all estimated legal, accounting and other fees related hereto and thereto;




     (xii) a certificate of a Responsible Officer to the effect that (A) the condition set
forth in Section 3.2(b) (Conditions Precedent to Each Loan and Letter of Credit) has been
satisfied and (B) no litigation not listed on Schedule 4.7 (Litigation) shall have been
commenced against any Loan Party or any of its Subsidiaries that, if adversely determined,
would have a Material Adverse Effect;



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     (xiii) evidence that the insurance policies required by Section 7.5 (Maintenance of
Insurance) and any Collateral Document are in full force and effect, together with
endorsements naming the Administrative Agent, on behalf of the Secured Parties, as an
additional insured or loss payee under material insurance policies to be maintained with
respect to the properties of Holdings, the Parent, the U.S. Borrower and their respective
Subsidiaries forming part of the Lenders’ Collateral; and




     (xiv) such other certificates, documents, agreements and information respecting any
Loan Party as any Lender through the Administrative Agent may reasonably request.



     (b) Prepayment of Term C Loan. Concurrently herewith, the Borrowers shall have paid to the
Administrative Agent, for the account of the Term C Lenders (as defined in the Existing Credit
Agreement), the entire unpaid principal amount of the Term C Loans (as defined in the Existing
Credit Agreement), together with all accrued interest, fees and expenses to the Effective Date.



     (c) Fee and Expenses Paid. There shall have been paid to the Administrative Agent, (i) for
the account of the Administrative Agent and the Lenders, as applicable, all fees and expenses
(including reasonable fees and expenses of counsel) due and payable on or before the Effective Date
(including all such fees described in the Fee Letters) and (ii) for the account of the
Administrative Agent and the lenders and issuers party to the Existing Credit Agreement, as
applicable, all accrued and unpaid interest, fees and expenses (including reasonable fees and
expenses of counsel) due and payable under or in connection with the Existing Credit Agreement.



     (d) Consents, Etc. Each of the Borrowers and their respective Subsidiaries shall have
received all consents and authorizations required pursuant to any material Contractual Obligation
with any other Person and shall have obtained all Permits of, and effected all notices to and
filings with, any Governmental Authority, in each case, as may be necessary to allow each of the
Borrowers and their respective Subsidiaries lawfully (i) to execute, deliver and perform, in all
material respects, their respective obligations hereunder and under the Loan Documents and the
Related Documents to which each of them, respectively, is, or shall be, a party and each other
agreement or instrument to be executed and delivered by each of them, respectively, pursuant
thereto or in connection therewith, (ii) to create and perfect the Liens on the Collateral to be
owned by each of them in the manner and for the purpose contemplated by the Loan Documents.



     (e) Related Documents.




     (i) The Administrative Agent shall be reasonably satisfied with the terms and
conditions of the Related Documents;




     (ii) The Administrative Agent shall be reasonably satisfied that the Related Documents
have been duly executed and delivered, have been approved by all corporate action of the
applicable Borrower and each of the other parties thereto and are in full force and effect
and that there shall not have occurred and be continuing any material breach or default
thereunder; and




     (iii) All conditions precedent to the consummation of the Related Documents shall have
been satisfied or waived with the consent of the Administrative



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Agent, and the Administrative Agent shall have received evidence in form and substance
reasonably satisfactory to the Administrative Agent that the Senior Notes in an aggregate
principal amount of at least €130,000,000 have been issued by the Luxembourg Borrower.



     (f) Intercompany Loans. A summary of the outstanding balance of all intercompany Indebtedness
(including the Intercompany Loans) as of the Effective Date shall be as set forth on Schedule
8.3(f).



     (g) Rights Offering and Bond Tender Offer.




     (i) The Administrative Agent shall be reasonably satisfied that all Rights Offering
Documents and Bond Tender Offer Documents have been duly executed and delivered, have been
approved by all corporate action of Holdings, Parent and U.S. Borrower and each of the
other parties thereto and are in full force and effect and that there shall not have
occurred and be continuing any material breach or default thereunder; and




     (ii) All conditions precedent to the consummation of the Rights Offering Document and
Bond Tender Offer shall have been satisfied or waived and the Administrative Agent shall
have received evidence in form and substance reasonably satisfactory to the Administrative
Agent that the net proceeds of the Rights Offering have been applied to repurchase the
Existing Senior Notes that have been tendered by the Effective Date; provided, however,
that the U.S. Borrower may repurchase such remaining Existing Senior Notes after the
Effective Date.



     Section 3.2 Conditions Precedent to Each Loan and Letter of Credit



     The obligation of each Lender on any date (including the Effective Date) to make any Loan and
of each Issuer on any date (including the Effective Date) to Issue any Letter of Credit is subject
to the satisfaction of each of the following conditions precedent:



     (a) Request for Borrowing or Issuance of Letter of Credit. With respect to any Loan, the
Administrative Agent shall have received a duly executed Notice of Borrowing (or, in the case of
Swing Loans, a duly executed Swing Loan Request) and, with respect to any Letter of Credit, the
Administrative Agent and the Issuer shall have received a duly executed Letter of Credit Request.



     (b) Representations and Warranties; No Defaults. The following statements shall be true on
the date of such Loan or Issuance, both before and after giving effect thereto and, in the case of
any Loan, to the application of the proceeds therefrom:




     (i) the representations and warranties set forth in Article IV (Representations and
Warranties) and in the other Loan Documents shall be true and correct on and as of the
Effective Date and shall be true and correct in all material respects on and as of any such
date after the Effective Date with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an earlier
date, in which case such representations and warranties shall have been true and correct in
all material respects as of such earlier date; and



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     (ii) no Default or Event of Default shall have occurred and be continuing.



     (c) No Legal Impediments. The making of the Loans or the Issuance of such Letter of Credit on
such date does not violate any Requirement of Law on the date of or immediately following such Loan
or Issuance of such Letter of Credit and is not enjoined, temporarily, preliminarily or
permanently.



     (d) Additional Matters. The Administrative Agent shall have received such additional
documents, information and materials as the Administrative Agent may reasonably request.


Each submission by a Borrower to the Administrative Agent of a Notice of Borrowing or a Swing Loan
Request and the acceptance by such Borrower of the proceeds of each Loan requested therein, and
each submission by a Borrower to an Issuer of a Letter of Credit Request, and the Issuance of each
Letter of Credit requested therein, shall be deemed to constitute a representation and warranty by
such Borrower as to the matters specified in clause (b) above on the date of the making of such
Loan or the Issuance of such Letter of Credit.




     Section 3.3 Determinations of Initial Borrowing Conditions



     For purposes of determining compliance with the conditions specified in Section 3.1
(Conditions Precedent to Initial Loans and Letters of Credit), each Lender shall be deemed to have
consented to, approved, accepted or be satisfied with, each document or other matter required
thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an
officer of the Administrative Agent responsible for the transactions contemplated by the Loan
Documents shall have received notice from such Lender prior to the initial Borrowing or Issuance
hereunder specifying its objection thereto and such Lender shall not have made available to the
Administrative Agent such Lender’s Ratable Portion of such Borrowing.



ARTICLE IV




Representations and Warranties 




     To induce the Lenders, the Issuers, the Administrative Agent to enter into this Agreement,
each of Holdings and the Borrowers represents and warrants each of the following to the Lenders,
the Issuers, the Administrative Agent, on and as of the Effective Date and the making of the Loans
and the other financial accommodations on the Effective Date and on and as of each date as required
by Section 3.2(b)(i) (Conditions Precedent to Each Loan and Letter of Credit):



     Section 4.1 Corporate Existence; Compliance with Law



     Each of Holdings, the Borrowers and their Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, (b) is duly qualified
to do business as a foreign entity and in good standing under the laws of each jurisdiction where
such qualification is necessary, except where the failure to be so qualified or in good standing
would not, in the aggregate, have a Material Adverse Effect, (c) has all requisite power and
authority and the legal right to own, pledge, mortgage and operate its properties, to lease the
property it operates under lease and to conduct its business as now or currently proposed



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to be conducted, (d) is in compliance with its Constituent Documents, (e) is in compliance
with all applicable Requirements of Law except where the failure to be in compliance would not, in
the aggregate, have a Material Adverse Effect and (f) has all necessary licenses, permits, consents
or approvals from or by, has made all necessary filings with, and has given all necessary notices
to, each Governmental Authority having jurisdiction, to the extent required for such ownership,
operation and conduct, except for licenses, permits, consents, approvals or filings that can be
obtained or made by the taking of ministerial action to secure the grant or transfer thereof or the
failure to obtain or make would not, in the aggregate, have a Material Adverse Effect.




     Section 4.2 Corporate Power; Authorization; Enforceable Obligations



     (a) The execution, delivery and performance by each Loan Party of the Loan Documents to which
it is a party and the consummation of the transactions contemplated thereby:




     (i) are within such Loan Party’s corporate, limited liability company, partnership or
other powers;




     (ii) have been or, at the time of delivery thereof pursuant to Article III (Conditions
To Loans And Letters Of Credit) will have been duly authorized by all necessary action,
including the consent of shareholders, partners and members where required;




     (iii) do not and will not (A) contravene such Loan Party’s or any of its Subsidiaries’
respective Constituent Documents, (B) violate any other Requirement of Law applicable to
such Loan Party (including Regulations T, U and X of the Federal Reserve Board), or any
order or decree of any Governmental Authority or arbitrator applicable to such Loan Party,
(C) conflict with or result in the breach of, or constitute a default under, or result in
or permit the termination or acceleration of, any Contractual Obligation of such Loan Party
or any of its Subsidiaries or (D) result in the creation or imposition of any Lien upon any
property of such Loan Party or any of its Subsidiaries, other than those in favor of the
Secured Parties pursuant to the Collateral Documents; and




     (iv) do not require the consent of, authorization by, approval of, notice to, or
filing or registration with, any Governmental Authority or any other Person, other than
those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the
Effective Date, obtained or made, copies of which have been or will be delivered to the
Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and
Letters of Credit), and each of which on the Effective Date will be in full force and
effect and, with respect to the Collateral, filings (if any) required to perfect the Liens
created by the Collateral Documents.



     (b) This Agreement has been, and each of the other Loan Documents will have been upon delivery
thereof pursuant to the terms of this Agreement, duly executed and delivered by each Loan Party
party thereto. This Agreement is, and the other Loan Documents will be, when delivered hereunder,
the legal, valid and binding obligation of each Loan Party party thereto, enforceable against such
Loan Party in accordance with its terms.



     (c) The execution, delivery and performance by each Intercompany Loan Party of the
Intercompany Loan Documents to which it is a party and the consummation of the transactions
contemplated thereby:



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     (i) are within such Intercompany Loan Party’s corporate, limited liability company,
partnership or other powers;




     (ii) have been or, at the time of delivery thereof will have been duly authorized, by
all necessary action, including the consent of shareholders, partners and members where
required;




     (iii) do not and will not (A) contravene such Intercompany Loan Party’s or any of its
Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law
applicable to such Intercompany Loan Party, or any order or decree of any Governmental
Authority or arbitrator applicable to such Intercompany Loan Party, (C) conflict with or
result in the breach of, or constitute a default under, or result in or permit the
termination or acceleration of, any Contractual Obligation of such Intercompany Loan Party
or any of its Subsidiaries or (D) result in the creation or imposition of any Lien upon any
property of such Intercompany Loan Party or any of its Subsidiaries, other than those in
favor of Intercompany Lenders pursuant to the Intercompany Collateral Documents; and




     (iv) do not require the consent of, authorization by, approval of, notice to, or
filing or registration with, any Governmental Authority or any other Person, other than
those listed on Schedule 4.2 (Consents) and that have been or will be, prior to the
Effective Date, obtained or made, copies of which have been or will be delivered to the
Administrative Agent pursuant to Section 3.1 (Conditions Precedent to Initial Loans and
Letters of Credit), and each of which on the Effective Date will be in full force and
effect.



     (d) Each of the Intercompany Loan Documents will have been, upon delivery pursuant to the
terms of this Agreement, duly executed and delivered by each Intercompany Loan Party party thereto.
The Intercompany Loan Documents will be, when delivered hereunder, the legal, valid and binding
obligation of each Intercompany Loan Party party thereto, enforceable against such Intercompany
Loan Party in accordance with its terms.



     Section 4.3 Ownership; Subsidiaries



     (a) All of the outstanding capital stock of Holdings has been validly issued, is fully paid
and non-assessable. There are no agreements or understandings to which the Parent is a party with
respect to the voting, sale or transfer of any shares of Stock of the Parent or any agreement
restricting the transfer or hypothecation of any such shares.



     (b) As of the Effective Date, (i) the authorized capital stock of the U.S. Borrower consists
of 600,000 shares of common stock, $0.01 par value per share, of which 590,000 shares are issued
and outstanding and 100,000 shares of Series A Preferred Stock, $1.00 par value per share, of which
81,118 shares are issued and outstanding, (ii) the subscribed capital stock of the Luxembourg
Borrower is set at EURO 31,000 consisting of 31,000 shares, €1.00 par value per share and (iii)
the authorized capital stock of the Parent consists of 1,000 shares of common stock, $0.01 par
value per share, of which 1,000 shares are issued and outstanding. All of the outstanding capital
stock of the U.S. Borrower has been validly issued, is fully paid and non-assessable and is owned
beneficially and of record by the Parent, all of the outstanding capital stock of the Parent has
been validly issued, is fully paid and non-assessable and is owned beneficially and of record by
Holdings, all of the outstanding capital stock of the Luxembourg



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Borrower has been validly issued, is fully paid and non-assessable and is owned beneficially
and of record by the U.S. Borrower in each case, free and clear of all Liens other than the Lien in
favor of the Administrative Agent for the benefit of the Secured Parties created by the Collateral
Documents. No Stock of the U.S. Borrower is subject to any option, warrant, right of conversion or
purchase or any similar right, except (i) as set forth in the Certificate of Designations for the
Series A Preferred Stock in effect on the Effective Date and (ii) preferred equity certificates.
There are no agreements or understandings to which the U.S. Borrower, is a party with respect to
the voting, sale or transfer of any shares of Stock of the U.S. Borrower or any agreement
restricting the transfer or hypothecation of any such shares.



     (c) Set forth on Schedule 4.3 (Ownership of Subsidiaries) is a complete and accurate list
showing, as of the Effective Date, all Subsidiaries of Holdings and the U.S. Borrower and, as to
each such Subsidiary, the jurisdiction of its organization, the number of shares of each class of
Stock authorized (if applicable), the number outstanding on the Effective Date and the number and
percentage of the outstanding shares of each such class owned (directly or indirectly) by the U.S.
Borrower. Except for the Series A Preferred Stock of the U.S. Borrower, no Stock of any Subsidiary
of Holdings is subject to any outstanding option, warrant, right of conversion or purchase of any
similar right. All of the outstanding Stock of each Subsidiary of the U.S. Borrower owned
(directly or indirectly) by the U.S. Borrower has been validly issued, is fully paid and
non-assessable (to the extent applicable) and is owned by the U.S. Borrower or a Subsidiary of the
U.S. Borrower, free and clear of all Liens (other than the Liens in favor of the Administrative
Agent for the benefit of the Secured Parties created pursuant to the Collateral Documents and, in
the case of all other Subsidiaries of the U.S. Borrower, other than the Liens created pursuant to
the Intercompany Pledge and Security Agreements), options, warrants, rights of conversion or
purchase or any similar rights. Neither the U.S. Borrower nor any such Subsidiary is a party to,
or has knowledge of, any agreement restricting the transfer or hypothecation of any Stock of any
such Subsidiary, other than the Loan Documents and the Intercompany Loan Documents. The U.S.
Borrower does not own or hold, directly or indirectly, any Stock of any Person other than such
Subsidiaries and Investments permitted by Section 8.3 (Investments).



     (d) The Dormant Subsidiaries conduct no business and have no material assets.



     Section 4.4 Financial Statements



     (a) The Consolidated balance sheet of Holdings and its Subsidiaries as at January 31, 2007,
and the related Consolidated statements of income, retained earnings and cash flows of Holdings and
its Subsidiaries for the fiscal year then ended, certified by KPMG, LLP, copies of which have been
furnished to each Lender, fairly present the Consolidated financial condition of Holdings and its
Subsidiaries as at such dates and the Consolidated results of the operations of Holdings and its
Subsidiaries for the period ended on such dates in conformity with GAAP.



     (b) Neither Holdings, the U.S. Borrower nor any of their respective Subsidiaries has any
material obligation, contingent liability or liability for taxes, long-term leases or unusual
forward or long-term commitment that is not reflected in the Financial Statements referred to in
clause (a) above or in the notes thereto and not otherwise permitted by this Agreement.



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     (c) The Projections, a copy of which was delivered to the Administrative Agent on the
Effective Date, were prepared by the U.S. Borrower in light of the past operations of its business,
and reflect projections for the five year period beginning on the Effective Date on a Fiscal
Quarter by Fiscal Quarter basis for the first year and on a year by year basis thereafter. The
Projections are based upon estimates and assumptions stated therein, all of which the Borrowers
believe to be reasonable and fair in light of conditions and facts known to the Borrowers as of the
Effective Date and, as of the Effective Date, reflect the Borrowers’ good faith and reasonable
estimates of the future financial performance of the U.S. Borrower and its Subsidiaries and of the
other information projected therein for the periods set forth therein.



     (d) The unaudited pro forma Consolidated balance sheet of Holdings and its Subsidiaries, a
copy of which was delivered to each Lender, (i) was prepared as of January 31, 2007, (ii) reflects
as of such date, on a pro forma basis after giving effect to the initial Loans and Letters of
Credit under the Existing Credit Agreement, the Consolidated financial condition of Holdings and
its Subsidiaries and (iii) the assumptions expressed therein are reasonable based on the
information available to Holdings at the time so furnished.



     Section 4.5 Material Adverse Change



     Since January 31, 2007, there has been no Material Adverse Change and there have been no
events or developments that, in the aggregate, have had a Material Adverse Effect.



     Section 4.6 Solvency



     After giving effect to (a) the Loans, Letter of Credit Obligations and Intercompany Loans to
be made or extended on the Effective Date or such other date as Loans and Letter of Credit
Obligations requested, and Intercompany Loans permitted, hereunder are made or extended, (b) the
disbursement of the proceeds of such Loans or Intercompany Loans pursuant to the instructions of
the Borrowers and (c) the payment and accrual of all transaction costs in connection with the
foregoing, the Loan Parties and their Subsidiaries, taken as a whole, are Solvent.



     Section 4.7 Litigation



     Except as set forth on Schedule 4.7 (Litigation), there are no pending or, to the knowledge of
the Borrowers, threatened actions, investigations or proceedings affecting the U.S. Borrower or any
of its Subsidiaries before any court, Governmental Authority or arbitrator other than those that,
in the aggregate, would not have a Material Adverse Effect. The performance of any action by any
Loan Party or any other Subsidiary of the Borrowers required or contemplated by any Loan Document,
any Related Document or any Intercompany Loan Document is not restrained or enjoined (either
temporarily, preliminarily or permanently).



     Section 4.8 Taxes



     (a) Except as set forth on Schedule 4.8 (Taxes), all federal, state, local and foreign income
and franchise and other material tax returns, reports and statements (collectively, the “Tax
Returns”) required to be filed by the U.S. Borrower or any of its Tax Affiliates have been filed
with the appropriate Governmental Authorities in all jurisdictions in which such Tax Returns are
required to be filed, all such Tax Returns are true and correct in all material respects, and all
taxes, charges and other impositions reflected therein have been paid prior to the date on



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which any fine, penalty, interest, late charge or loss may be added thereto for non-payment
thereof except where contested in good faith and by appropriate proceedings if adequate reserves
therefor have been established on the books of the U.S. Borrower or such Tax Affiliate in
conformity with GAAP. Except as set forth on Schedule 4.8 (Taxes), no Tax Return of the U.S.
Borrower or any of its Tax Affiliates is under audit or examination by any Governmental Authority
and no notice of such an audit or examination or any assertion of any claim for Taxes has been
given or made by any Governmental Authority. Except as set forth on Schedule 4.8 (Taxes), proper
and accurate amounts have been withheld by the U.S. Borrower and each of its Tax Affiliates from
their respective employees for all periods in full and material compliance with the tax, social
security and unemployment withholding provisions of applicable Requirements of Law and such
withholdings have been timely paid to the respective Governmental Authorities.



     (b) Except as set forth on Schedule 4.8 (Taxes), none of the U.S. Borrower or any of its Tax
Affiliates has (i) executed or filed with the IRS or any other Governmental Authority any agreement
or other document extending, or having the effect of extending, the period for the filing of any
Tax Return or the assessment or collection of any charges, (ii) incurred any obligation under any
tax sharing agreement or arrangement other than those of which the Administrative Agent have
received a copy prior to the Effective Date or (iii) been a member of an affiliated, combined or
unitary group other than the group of which the U.S. Borrower (or its Tax Affiliate) is the common
parent.



     Section 4.9 Full Disclosure



     (a) The information prepared or furnished by or on behalf of the U.S. Borrower or any of its
Subsidiaries in connection with any Loan Document, the Related Documents, the Rights Offering
Documents or the Intercompany Loan Documents or the consummation of the transactions contemplated
hereunder and thereunder taken as a whole, including the information contained in the Disclosure
Documents, does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein or herein not misleading taken as a whole
in light of the circumstances in which made.



     (b) The U.S. Borrower has delivered to each Lender a true, complete and correct copy of each
Disclosure Document. The Disclosure Documents comply as to form in all material respects with all
applicable requirements of all applicable state and Federal securities laws.



     Section 4.10 Margin Regulations



     No Loan Party is engaged in the business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board), and no
proceeds of any Loan or Intercompany Loan will be used to purchase or carry any such margin stock
or to extend credit to others for the purpose of purchasing or carrying any such margin stock in
contravention of Regulation T, U or X of the Federal Reserve Board.



     Section 4.11 No Burdensome Restrictions; No Defaults



     (a) No Loan Party and none of their respective Subsidiaries (i) is a party to any Contractual
Obligation the compliance with one or more of which would have, in the



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aggregate, a Material Adverse Effect or the performance of which by any thereof, either
unconditionally or upon the happening of an event, would result in the creation of a Lien (other
than a Lien permitted under Section 8.2 (Liens, Etc.)) on the assets of any thereof or (ii) is
subject to one or more charter or corporate restrictions that would, in the aggregate, have a
Material Adverse Effect.



     (b) Neither the Parent nor any of its Subsidiaries is in default under or with respect to any
Contractual Obligation owed by it and, to the knowledge of the Borrowers, no other party is in
default under or with respect to any Contractual Obligation owed to any Loan Party or to any
Subsidiary of a Loan Party, other than, in either case, those defaults that, in the aggregate,
would not have a Material Adverse Effect.



     (c) No Default or Event of Default has occurred and is continuing.



     (d) To the best knowledge of the Borrowers, there are no Requirements of Law applicable to any
Loan Party or any Subsidiary of any Loan Party the compliance with which by such Loan Party or such
Subsidiary, as the case may be, would, in the aggregate, have a Material Adverse Effect.



     Section 4.12 Investment Company Act



     Neither Holdings nor the Parent nor any of their respective Subsidiaries is an “investment
company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company,” as such terms are defined in the Investment Company Act of 1940, as amended.



     Section 4.13 Use of Proceeds



     The proceeds of the Loans and the Letters of Credit are being used by the Borrowers solely (a)
to pay costs, fees and expenses related to the execution and delivery of this Agreement and the
consummation of the transactions contemplated under the Loan Documents, the Related Documents and
the Rights Offering Documents, (b) to refinance a portion of the existing debt under the Existing
Credit Agreement, including certain foreign intercompany loans made in connection with the Existing
Credit Agreement, (c) to provide working capital from time to time for the Borrowers and their
respective Subsidiaries and (d) for other general corporate purposes.



     Section 4.14 Insurance



     All policies of insurance of any kind or nature of the U.S. Borrower or any of its
Subsidiaries, including policies of life, fire, theft, product liability, public liability,
property damage, other casualty, employee fidelity, workers’ compensation and employee health and
welfare insurance, are in full force and effect and are of a nature and provide such coverage as is
sufficient and as is customarily carried by businesses of the size and character of such Person.



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     Section 4.15 Labor Matters



     (a) There are no strikes, work stoppages, slowdowns or lockouts pending or threatened against
or involving the U.S. Borrower or any of its Subsidiaries, other than those that, in the aggregate,
would not have a Material Adverse Effect.



     (b) There are no unfair labor practices, grievances or complaints pending, or, to the
Borrowers’ knowledge, threatened, against or involving the U.S. Borrower or any of its
Subsidiaries, nor are there any arbitrations or grievances threatened involving the U.S. Borrower
or any of its Subsidiaries, other than those that, in the aggregate, would not have a Material
Adverse Effect.



     (c) Except as set forth on Schedule 4.15 (Labor Matters), as of the Effective Date, there is
no collective bargaining agreement covering any employee of the U.S. Borrower or its Subsidiaries.



     (d) Schedule 4.15 (Labor Matters) sets forth as of the Effective Date, all material consulting
agreements, executive employment agreements, executive compensation plans, deferred compensation
agreements, employee stock purchase and stock option plans and severance plans of the U.S. Borrower
and any of its Subsidiaries.



     Section 4.16 ERISA



     (a) Schedule 4.16(a) (List of Plans) separately identifies as of the Effective Date all Title
IV Plans, all Multiemployer Plans and all of the employee benefit plans within the meaning of
Section 3(3) of ERISA to which the U.S. Borrower or any of its Domestic Subsidiaries has any
obligation or liability, contingent or otherwise.



     (b) Each employee benefit plan of the U.S. Borrower or any of its Domestic Subsidiaries
intended to qualify under Section 401 of the Code has received a determination letter from the IRS
stating that it is so qualified and any trust created thereunder is exempt from tax under the
provisions of Section 501 of the Code, and no event has occurred since the date of such
determination that would adversely affect such determination, except where such failures, in the
aggregate, would not have a Material Adverse Effect.



     (c) Each Title IV Plan is in compliance in all material respects with applicable provisions of
ERISA, the Code and other Requirements of Law except for non-compliances that, in the aggregate,
would not have a Material Adverse Effect.



     (d) There has been no, nor is there reasonably expected to occur, any ERISA Event other than
those that, in the aggregate, would not have a Material Adverse Effect.



     (e) Except to the extent set forth on Schedule 4.16(a) (List of Plans), none of the U.S.
Borrower, any of the U.S. Borrower’s Subsidiaries or any ERISA Affiliate would have any Withdrawal
Liability that could reasonably be expected to result in a Material Adverse Effect as a result of a
complete withdrawal as of the Effective Date from any Multiemployer Plan.



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     Section 4.17 Environmental Matters



     (a) The operations of the U.S. Borrower and each of its Subsidiaries have been and are in
compliance with all Environmental Laws, including obtaining and complying with all required
environmental, health and safety Permits, other than non-compliances that, in the aggregate, would
not have a reasonable likelihood of the U.S. Borrower and its Subsidiaries incurring Environmental
Liabilities and Costs that have a Material Adverse Effect.



     (b) None of the U.S. Borrower or any of its Subsidiaries or any real property currently or, to
the knowledge of the Borrowers, previously owned, operated or leased by or for the U.S. Borrower or
any of its Subsidiaries is subject to any pending or, to the knowledge of the Borrowers,
threatened, claim, order, agreement, notice of violation, notice of potential liability or is the
subject of any pending or threatened proceeding or governmental investigation under or pursuant to
Environmental Laws other than those that, in the aggregate, are not reasonably likely to result in
the U.S. Borrower and its Subsidiaries incurring Environmental Liabilities and Costs that have a
Material Adverse Effect.



     (c) None of the U.S. Borrower or any of its Subsidiaries is a treatment, storage or disposal
facility requiring a Permit under the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et
seq., the regulations thereunder or any state analog.



     (d) To the knowledge of the U.S. Borrower and its Subsidiaries, there are no facts,
circumstances or conditions arising out of or relating to the operations or ownership of the U.S.
Borrower or of real property owned, operated or leased by the U.S. Borrower or any its Subsidiaries
that are not specifically included in the financial information furnished to the Lenders other than
those that, in the aggregate, would not have a reasonable likelihood of the U.S. Borrower and its
Subsidiaries incurring Environmental Liabilities and Costs that have a Material Adverse Effect.



     (e) As of the Effective Date, no Environmental Lien has attached to any property of the U.S.
Borrower or any of its Subsidiaries and, to the knowledge of the Borrowers, no facts, circumstances
or conditions exist that could reasonably be expected to result in any such Lien attaching to any
such property.



     (f) The U.S. Borrower and each of its Subsidiaries have made available to the Lenders copies
of all material environmental, health or safety audits, studies, assessments, inspections,
investigations or other environmental health and safety reports relating to the operations of the
U.S. Borrower or any of its Subsidiaries or any real property of any of them that are in the
possession, custody or control of the U.S. Borrower or any of its Subsidiaries.



     (g) This Section 4.17 represents the sole and exclusive representations and warranties
regarding environmental, health and safety matters.



     Section 4.18 Intellectual Property



     The U.S. Borrower and its Subsidiaries own or license or otherwise have the right to use all
licenses, permits, patents, patent applications, trademarks, trademark applications, service marks,
trade names, copyrights, copyright applications, trade secrets and other intellectual property
rights (including all Intellectual Property as defined in the Pledge and Security Agreement) that
are necessary for or used in the operations of their respective businesses without



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infringement upon or conflict with the rights of any other Person with respect thereto, except
as would not have a Material Adverse Effect. As of the Effective Date, except as set forth on
Schedule 4.7 hereto, there is no claim or litigation pending or threatened in writing and, to the
knowledge of the U.S. Borrower, there is no claim or litigation likely to be asserted against the
U.S. Borrower or its Subsidiaries regarding any of the foregoing.



     Section 4.19 Title; Real Property



     (a) Each of the U.S. Borrower and its Subsidiaries has good and marketable title to, or valid
leasehold interests in, all real property and good title to all tangible personal property, in each
case, that is purported to be owned or leased by it, including those reflected on the most recent
Financial Statements delivered by the U.S. Borrower, and none of such real or personal properties
and assets is subject to any Lien, except Liens permitted under Section 8.2 (Liens, Etc.). The
U.S. Borrower and its Subsidiaries have received all deeds, assignments, waivers, consents,
non-disturbance and recognition or similar agreements, bills of sale and other documents, and have
duly effected all recordings, filings and other actions necessary to establish, protect and perfect
the U.S. Borrower’s and its Subsidiaries’ right, title and interest in and to all material
property.



     (b) All Permits required to have been issued, used or necessary to enable all real property
owned or leased by the U.S. Borrower or any of its Subsidiaries to be lawfully occupied and used
for all of the purposes for which they are currently occupied and used have been lawfully issued
and are in full force and effect, other than those that, in the aggregate, would not have a
Material Adverse Effect.



     (c) None of the U.S. Borrower or any of its Subsidiaries has received any written notice, or
has any knowledge, of any pending, threatened or contemplated condemnation proceeding affecting any
real property owned or leased by the U.S. Borrower or any of its Subsidiaries or any part thereof,
except those that, in the aggregate, would not have a Material Adverse Effect.



     Section 4.20 Related Documents



     (a) The execution, delivery and performance by each Loan Party of the Related Documents to
which it is a party and the consummation of the transactions contemplated thereby by such Loan
Party:




     (i) are within such Loan Party’s respective corporate, limited liability company,
partnership or other powers;




     (ii) at the Effective Date, were duly authorized by all necessary corporate or other
action, including the consent of stockholders where required;




     (iii) do not and will not (A) contravene or violate any Loan Party’s or any of its
Subsidiaries’ respective Constituent Documents, (B) violate any other Requirement of Law
applicable to any Loan Party, or any order or decree of any Governmental Authority or
arbitrator, (C) conflict with or result in the breach of, constitute a default under, or
result in or permit the termination or acceleration of, any Contractual Obligation of any
Loan Party or any of its Subsidiaries, except for those that, in the aggregate, would not
have a Material Adverse Effect or (D) result in the creation or



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imposition of any Lien upon any property of any Loan Party or any of its Subsidiaries;
and




     (iv) do not require the consent of, authorization by, approval of, notice to, or
filing or registration with, any Governmental Authority or any other Person, other than
those that (A) will have been obtained at the Effective Date, each of which will be in full
force and effect on the Effective Date, none of which will on the Effective Date impose
materially adverse conditions upon the exercise of control by Holdings over the U.S.
Borrower or by the U.S. Borrower over any of its Subsidiaries and (B) in the aggregate, if
not obtained, would not have a Material Adverse Effect.



     (b) Each of the Related Documents has been duly executed and delivered by each Loan Party
party thereto and is the legal, valid and binding obligation of each Loan Party party thereto,
enforceable against such Loan Party in accordance with its terms.



     (c) None of the Related Documents has been amended or modified in any respect and no provision
therein has been waived, except, in each case, to the extent permitted by Section 8.12
(Modification of Related Documents), and each of the representations and warranties therein are
true and correct in all material respects and no default or event that, with the giving of notice
or lapse of time or both, would be a default has occurred thereunder.



ARTICLE V




Financial Covenants 




     Section 5.1 Financial Covenants



     As long as any Obligation or any Commitment remains outstanding under the Revolving Credit
Facility, the Term Loan Facility or the Synthetic L/C Facility and except to the extent otherwise
permitted or consented in writing by the Requisite Lenders, the Borrowers agree to each of the
following covenants:



     (a) Maximum Leverage Ratio. Holdings shall maintain, as of the last day of each Fiscal
Quarter set forth below, a Leverage Ratio of not more than the maximum ratio set forth below
opposite such Fiscal Quarter:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum
	 	 	Fiscal Quarter	 	Leverage
	 	 	Ending On or About	 	Ratio
	 
	 	July 31, 2007	 	 	4.50 to 1	 
	 
	 	October 31, 2007	 	 	4.50 to 1	 
	 
	 	January 31, 2008	 	 	4.00 to 1	 
	 
	 	April 30, 2008	 	 	4.00 to 1	 
	 
	 	July 31, 2008	 	 	3.75 to 1	 
	 
	 	October 31, 2008	 	 	3.75 to 1	 
	 
	 	January 31, 2009	 	 	3.50 to 1	 
	 
	 	April 30, 2009 and thereafter	 	 	3.00 to 1	 






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     (b) Minimum Interest Coverage Ratio. Holdings shall maintain an Interest Coverage Ratio, as
determined as of the last day of each Fiscal Quarter set forth below, for the four Fiscal Quarters
ending on such day, of at least the minimum ratio set forth below opposite such Fiscal Quarter:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Minimum
	 	 	 	 	 	 	Interest
	 	 	Fiscal Quarter	 	Coverage
	 	 	Ending On or About	 	Ratio
	 
	 	July 31, 2007	 	 	2.00 to 1	 
	 
	 	October 31, 2007	 	 	2.00 to 1	 
	 
	 	January 31, 2008	 	 	2.25 to 1	 
	 
	 	April 30, 2008	 	 	2.25 to 1	 
	 
	 	July 31, 2008	 	 	2.50 to 1	 
	 
	 	October 31, 2008	 	 	2.50 to 1	 
	 
	 	January 31, 2009	 	 	2.75 to 1	 
	 
	 	April 30, 2009	 	 	3.25 to 1	 
	 
	 	July 31, 2009	 	 	3.25 to 1	 
	 
	 	October 31, 2009	 	 	3.25 to 1	 
	 
	 	January 31, 2010	 	 	3.25 to 1	 
	 
	 	April 30, 2010 and thereafter	 	 	3.50 to 1	 






     (c) Capital Expenditures. Holdings shall not make or incur, or permit to be made or
incurred, Capital Expenditures (excluding Capital Expenditures funded with up to 50% of the
proceeds of a Specified Asset Sale constituting a Reinvestment Event) during each of the
Fiscal Years set forth below to be, in the aggregate, in excess of the maximum amount set
forth below for such Fiscal Year:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum
	 	 	Fiscal Year Ending	 	Capital
	 	 	On or About	 	Expenditures
	 
	 	January 31, 2007	 	$	110,000,000	 
	 
	 	January 31, 2008	 	$	110,000,000	 
	 
	 	January 31, 2009	 	$	120,000,000	 
	 
	 	January 31, 2010	 	$	120,000,000	 
	 
	 	January 31, 2011	 	$	120,000,000	 






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provided, that to the extent that actual Capital Expenditures for any such Fiscal Year shall be
less than the maximum amount set forth above for such Fiscal Year (without giving effect to the
carryover permitted by this proviso), 50% of the difference between said stated maximum amount and
such actual Capital Expenditures shall, in addition, be available for Capital Expenditures in the
next succeeding Fiscal Year. Notwithstanding anything in this Section 5.1(c) to the contrary, (i)
Capital Expenditures funded with the Net Cash Proceeds of a Property Loss Event, to the extent such
Net Cash Proceeds are not required to prepay the loans pursuant to Section 2.10 (Mandatory
Prepayments), will not be included in the calculation of Capital Expenditures for purposes of this
Section 5.1(c), and (ii) if all or a portion of amounts payable in connection with a Permitted
Acquisition is classified as a Capital Expenditure under GAAP, the amount so classified will not be
included in the calculation of Capital Expenditures for purposes of this Section 5.1(c).



ARTICLE VI




Reporting Covenants




     Each of the Borrowers and Holdings agrees with the Lenders and the Administrative Agent to
each of the following, as long as any Obligation or any Commitment remains outstanding and, in each
case, unless the Requisite Lenders otherwise consent in writing:



     Section 6.1 Financial Statements



     The U.S. Borrower shall furnish to the Administrative Agent (with sufficient copies for each
of the Lenders, which the Administrative Agent shall provide to the applicable Lenders) each of the
following:



     (a) Quarterly Reports. On or prior to the date on which Holdings is required to file a form
10-Q pursuant to the Exchange Act, financial information regarding Holdings and its Subsidiaries
consisting of Consolidated unaudited balance sheets as of the close of such quarter and the related
statements of income and cash flow for such quarter and that portion of the Fiscal Year ending as
of the close of such quarter, setting forth in comparative form the figures for the corresponding
period in the prior year and the figures contained in the Projections or, if applicable, the latest
business plan provided pursuant to clause (e) below for the current Fiscal Year, in each case,
certified by a Responsible Officer of the U.S. Borrower as fairly presenting the Consolidated
financial position of Holdings and its Subsidiaries as at the dates indicated and the results of
their operations and cash flow for the periods indicated in accordance with GAAP (subject to the
absence of footnote disclosure and normal year-end audit adjustments).



     (b) Annual Reports. On or prior to the date on which Holdings is required to file a form 10-K
pursuant to the Exchange Act, financial information regarding Holdings and its Subsidiaries
consisting of Consolidated and consolidating balance sheets of Holdings and its Subsidiaries as of
the end of such year and related statements of income and cash flows of Holdings and its
Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case
of such Consolidated Financial Statements, without qualification as to the scope of the audit or as
to Holdings being a going concern by Holdings’ Accountants, together with the report of such
accounting firm stating that (i) such Financial Statements fairly present the Consolidated
financial position of Holdings and its Subsidiaries as at the dates indicated and the results of
their operations and cash flow for the periods indicated in conformity with GAAP



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applied on a basis consistent with prior years (except for changes with which Holdings’
Accountants shall concur and that shall have been disclosed in the notes to the Financial
Statements) and (ii) the examination by Holdings’ Accountants in connection with such Consolidated
Financial Statements has been made in accordance with generally accepted auditing standards, and
accompanied by a certificate stating that in the course of the regular audit of the business of
Holdings and its Subsidiaries such accounting firm has obtained no knowledge that a Default or
Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a
Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.



     (c) Compliance Certificate. Together with each delivery of any financial statement pursuant to
clause (a) or (b) above, a certificate of a Responsible Officer of the U.S. Borrower (each, a
“Compliance Certificate”) (i) showing in reasonable detail the calculations used in determining the
Leverage Ratio and demonstrating compliance with each of the financial covenants contained in
Article V (Financial Covenants) that is tested on a quarterly basis and (ii) stating that no
Default or Event of Default has occurred and is continuing or, if a Default or an Event of Default
has occurred and is continuing, stating the nature thereof and the action that the U.S. Borrower
proposes to take with respect thereto.



     (d) Corporate Chart and Other Collateral Updates. Together with the delivery of any financial
statement pursuant to clause (a) or (b) above, a corporate organizational chart or other equivalent
document, current as of the date of receipt of such chart by the Administrative Agent, in form and
substance reasonably acceptable to the Administrative Agent and certified as true, correct and
complete by a Responsible Officer of the U.S. Borrower, setting forth, for each Person that is a
Loan Party, that is subject to Section 7.11 (Additional Collateral and Guaranties) or that is a
Subsidiary or Affiliate of any of them, (A) the full legal name of such Person (and any trade name,
fictitious name or other name such Person may have had or operated under), (B) the jurisdiction of
organization and organizational number (if any) of such Person, (C) the location of such Person’s
chief executive office (or sole place of business) and (D) the number of shares of each class of
such Person’s Stock authorized (if applicable), the number outstanding as of the date of delivery,
and the number and percentage of the outstanding shares of each such class owned (directly or
indirectly) by any Loan Party. The reporting requirements set forth in this clause (d) are in
addition to, and do not replace or otherwise modify, any obligation of any Loan Party under any
Loan Document (including other notice or reporting requirements). Compliance with the reporting
obligations in this clause (d) shall not operate to update any Schedule hereto or any schedule to
any other Loan Document and shall not cure, or otherwise modify in any way, any failure to comply
with any covenant, or any breach of any representation or warranty, contained in any Loan Document
or any other Default or Event of Default.



     (e) Business Plan. Not later than 45 days after the end of each Fiscal Year, and containing
substantially the types of financial information contained in the Projections, a budget of Holdings
for each month in the next succeeding Fiscal Year and, not later than January 15 of each Fiscal
Year, forecasts prepared by management of the U.S. Borrower for the current and each of the
succeeding Fiscal Years through the Fiscal Year in which the Term Loan Maturity Date is scheduled
to occur, including, with respect to the forecasts, (x) a projected year-end Consolidated balance
sheet and income statement and statement of cash flows and (y) a statement of all of the material
assumptions on which such forecasts are based.



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     (f) Management Letters, Etc. Within five Business Days after receipt thereof by any Loan
Party, copies of each management letter, exception report or similar letter or report received by
such Loan Party from its independent certified public accountants (including Holdings’
Accountants).



     (g) Intercompany Loan Balances. Together with each delivery of any financial statement
pursuant to clause (b) above, a summary of the outstanding balance of all intercompany Indebtedness
(including the Intercompany Loans) as of the last day of the fiscal month covered by such financial
statement, certified by a Responsible Officer.



     Section 6.2 Default Notices



     As soon as practicable, and in any event within five Business Days after a Responsible Officer
of any Borrower has actual knowledge of the existence of any Default, Event of Default or other
event having had a Material Adverse Effect or having any reasonable likelihood of causing or
resulting in a Material Adverse Change, the U.S. Borrower shall give the Administrative Agent
notice specifying the nature of such Default or Event of Default or other event, including the
anticipated effect thereof, which notice, if given by telephone, shall be promptly confirmed in
writing on the next Business Day. Upon the request of any Lender (which may be a one time request)
the Administrative Agent shall forward a copy of all such written notices to such Lender.



     Section 6.3 Litigation



     Promptly after the commencement thereof, the U.S. Borrower shall give the Administrative Agent
written notice of the commencement of all actions, suits and proceedings before any domestic or
foreign Governmental Authority or arbitrator, affecting the U.S. Borrower or any of its
Subsidiaries that is reasonably likely to be adversely determined and (i) seeks injunctive or
similar relief or (ii) in the reasonable judgment of the Borrowers, exposes the U.S. Borrower or
such Subsidiary to liability in an amount aggregating $500,000 (or its Dollar Equivalent) or more
or that, if adversely determined, would have a Material Adverse Effect.



     Section 6.4 Asset Sales



     Prior to any Asset Sale anticipated to generate in excess of $10,000,000 (or its Dollar
Equivalent) in Net Cash Proceeds, the U.S. Borrower shall send the Administrative Agent a notice
(a) describing such Asset Sale or the nature and material terms and conditions of such transaction
and (b) stating the estimated Net Cash Proceeds anticipated to be received by the U.S. Borrower or
any of its Subsidiaries.



     Section 6.5 Notices under Related Documents



     Promptly after the sending or filing thereof, the U.S. Borrower shall send the Administrative
Agent copies of all material notices, certificates or reports delivered pursuant to, or in
connection with, any Related Document.



     Section 6.6 SEC Filings; Press Releases



     Promptly after the sending or filing thereof, the U.S. Borrower shall send notices to
Administrative Agent of (a) all reports that Holdings sends to its security holders generally,



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(b) all reports and registration statements that Holdings or any of its Subsidiaries files
with the Securities and Exchange Commission or any national or foreign securities exchange or the
National Association of Securities Dealers, Inc., (c) all press releases and (d) all other
statements concerning material changes or developments in the business of such Loan Party made
available by any Loan Party to the public or any other creditor; provided, however, that the U.S.
Borrower shall provide copies to the Administrative Agent of (i) all documents listed in clauses
(a) — (d) above that are not publicly available or (ii) each document listed in clauses (a) — (d)
above upon the request of the Administrative Agent.




     Section 6.7 Labor Relations



     Promptly after becoming aware of the same, the U.S. Borrower shall give the Administrative
Agent written notice of (a) any material labor dispute to which the U.S. Borrower or any of its
Subsidiaries is or may become a party, including any strikes, lockouts or other disputes relating
to any of such Person’s plants and other facilities, and (b) any Worker Adjustment and Retraining
Notification Act or related liability incurred with respect to the closing of any plant or other
facility of any such Person.



     Section 6.8 Tax Returns



     Upon the request of the Administrative Agent, the U.S. Borrower shall provide copies of all
federal, state, local and foreign tax returns and reports filed by the U.S. Borrower or any of its
Subsidiaries in respect of taxes measured by income (excluding sales, use and like taxes).



     Section 6.9 Insurance



     As soon as is practicable and in any event within 90 days after the end of each Fiscal Year,
the U.S. Borrower shall furnish the Agents with (a) a report in form and substance satisfactory to
the Administrative Agent outlining all material insurance coverage maintained as of the date of
such report by the U.S. Borrower and its Subsidiaries and the duration of such coverage and (b) an
insurance broker’s statement that all premiums then due and payable with respect to such coverage
have been paid and confirming that the Administrative Agent, on behalf of the Secured Parties, has
been named as loss payee or additional insured, as applicable.



     Section 6.10 ERISA Matters



     The U.S. Borrower shall furnish the Administrative Agent each of the following:



     (a) promptly and in any event within 30 days after the U.S. Borrower, any of its Subsidiaries
or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, written
notice describing such event;



     (b) promptly and in any event within 10 days after the U.S. Borrower, any of its Subsidiaries
or any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver
under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer
Plan, a written statement of a Responsible Officer of the U.S. Borrower describing such ERISA Event
or waiver request and the action, if any, the U.S. Borrower, its Subsidiaries and ERISA Affiliates
propose to take with respect thereto and a copy of any notice filed with the PBGC or the IRS
pertaining thereto; and



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     (c) simultaneously with the date that the U.S. Borrower, any of its Subsidiaries or any ERISA
Affiliate files a notice of intent to terminate any Title IV Plan, if such termination would
require material additional contributions in order to be considered a standard termination within
the meaning of Section 4041(b) of ERISA, a copy of each notice.



     Section 6.11 Environmental Matters



     The U.S. Borrower shall provide the Administrative Agent promptly and in any event within 10
days after the U.S. Borrower or any of its Subsidiaries learns of any of the following, written
notice of each of the following. Upon the request of any Lender (which may be a one time request)
the Administrative Agent shall forward a copy of all such written notices to such Lender.



     (a) a claim that the U.S. Borrower or any of its Subsidiaries is or may be liable to any
Person as a result of a Release or threatened Release that could reasonably be expected to subject
the U.S. Borrower or any such Subsidiary to Environmental Liabilities and Costs of $1,000,000 or
more individually or $5,000,000 or more in the aggregate in any Fiscal Year;



     (b) the receipt by the U.S. Borrower or any of its Subsidiaries of notification that any real
or personal property of the U.S. Borrower or any such Subsidiary is or is reasonably likely to be
subject to any Environmental Lien;



     (c) the receipt by the U.S. Borrower or any of its Subsidiaries of any notice of violation of
or potential liability under, or knowledge by the U.S. Borrower or any such Subsidiary that there
exists a condition that could reasonably be expected to result in a violation of or liability
under, any Environmental Law, except for violations and liabilities the consequence of which, in
the aggregate, would not be reasonably likely to subject the U.S. Borrower and/or such Subsidiaries
collectively to Environmental Liabilities and Costs of $1,000,000 or more individually or
$5,000,000 or more in the aggregate in any Fiscal Year;



     (d) the commencement of any judicial or administrative proceeding or investigation alleging a
violation of or liability under any Environmental Law, that, if adversely determined, would have a
reasonable likelihood of subjecting the U.S. Borrower or any of its Subsidiaries collectively to
Environmental Liabilities and Costs of $1,000,000 or more individually or $5,000,000 or more in the
aggregate in any Fiscal Year;



     (e) any proposed acquisition of stock, assets or real estate, any proposed leasing of property
or any other action by the U.S. Borrower or any of its Subsidiaries other than those the
consequences of which, in the aggregate, would not have a reasonable likelihood of subjecting the
U.S. Borrower or any of its Subsidiaries collectively to Environmental Liabilities and Costs of
$1,000,000 or more individually or $5,000,000 or more in the aggregate in any Fiscal Year;



     (f) any proposed action by the U.S. Borrower or any of its Subsidiaries or any change in
Environmental Laws that, has a reasonable likelihood of requiring the U.S. Borrower or any of its
Subsidiaries to make additional capital improvements to obtain compliance with Environmental Laws
that would cost $1,000,000 or more individually or $5,000,000 or more in the aggregate in any
Fiscal Year or subject the U.S. Borrower or any of its Subsidiaries to



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additional Environmental Liabilities and Costs of $1,000,000 or more individually or
$5,000,000 or more in the aggregate in any Fiscal Year; and



     (g) upon written request by any Lender through the Administrative Agent, a report providing an
update of the status of any environmental, health or safety compliance, hazard or liability issue
identified in any notice or report delivered pursuant to this Agreement.



     Section 6.12 Customer Contracts



     Promptly after becoming aware of the same, the U.S. Borrower shall give the Administrative
Agent written notice of any cancellation, termination or loss of any Contractual Obligation or
other customer arrangement, from which the aggregate actual or projected revenues of the U.S.
Borrower and its Subsidiaries for the then current Fiscal Year exceed $50,000,000.



     Section 6.13 Other Information



     The Borrowers shall provide the Administrative Agent with such other information respecting
the business, properties, condition, financial or otherwise, or operations of the U.S. Borrower or
any of its Subsidiaries as the Administrative Agent may from time to time reasonably request.



ARTICLE VII




Affirmative Covenants




     Each of the Borrowers and Holdings agrees with the Lenders and the Administrative Agent to
each of the following, as long as any Obligation or any Commitment remains outstanding and, in each
case, unless the Requisite Lenders otherwise consent in writing:



     Section 7.1 Preservation of Corporate Existence, Etc.



     The Borrowers and Holdings shall, and shall cause each of their respective Subsidiaries to,
preserve and maintain their legal existence, rights (charter and statutory) and franchises, except
as permitted by Sections 8.3 (Investments) and 8.4 (Sale of Assets). Notwithstanding the
foregoing, the Borrowers may dissolve, or cause to be dissolved, any wholly-owned Subsidiary, so
long as the dissolution or liquidation of such Subsidiary shall not have an adverse effect on the
business of the U.S. Borrower and its Subsidiaries or the Liens of the Administrative Agent or the
Collateral (other than the Liens of the Administrative Agent on the Stock of such wholly-owned
Subsidiary that is dissolved).



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     Section 7.2 Compliance with Laws, Etc.



     The Borrowers and Holdings shall, and shall cause each of their respective Subsidiaries to,
comply with all applicable Requirements of Law, Contractual Obligations and Permits, except where
the failure so to comply would not, in the aggregate, have a Material Adverse Effect.



     Section 7.3 Conduct of Business



     The Borrowers and Holdings shall, and shall cause each of their respective Subsidiaries to,
(a) conduct their business in the ordinary course and (b) use their reasonable efforts, in the
ordinary course and consistent with past practice, to preserve their business and the goodwill and
business of the customers, advertisers, suppliers and others having business relations with the
Borrowers, Holdings or any of their respective Subsidiaries, except in each case where the failure
to comply with the covenants in each of clauses (a) and (b) above would not, in the aggregate, have
a Material Adverse Effect.



     Section 7.4 Payment of Taxes, Etc.



     The Borrowers and Holdings shall, and shall cause each of their respective Subsidiaries to,
timely file all federal, state, local and non-U.S. income and franchise and all other material tax
returns, reports and statements, and to pay and discharge before the same shall become delinquent,
all lawful governmental claims, taxes, assessments, charges and levies, except where contested in
good faith, by proper proceedings and adequate reserves therefor have been established on the books
of the U.S. Borrower, Holdings or the appropriate Subsidiary in conformity with GAAP.



     Section 7.5 Maintenance of Insurance



     The Borrowers and Holdings shall (a) maintain for themselves, and cause to be maintained for
each of their respective Subsidiaries, (i) insurance with the Captive Insurance Subsidiary and (ii)
insurance with responsible and reputable insurance or reinsurance companies or associations (as
applicable) in such amounts and covering such risks as is usually carried by companies engaged in
similar businesses and owning similar properties in the same general areas in which the Borrowers,
Holdings or such Subsidiary operates and, in any event, all insurance required by any of the
Collateral Documents or the Intercompany Collateral Documents and (b) cause all such insurance
(other than insurance maintained by and for any Subsidiary that is a Securitization SPV) which is
material (and, if applicable, reinsurance) to the Administrative Agent, on behalf of the Secured
Parties, as additional insured or loss payee, as appropriate, and to provide that no cancellation,
material addition in amount or material change in coverage shall be effective until after 30 days’
written notice thereof to each Agent.



     Section 7.6 Access



     The Borrowers and Holdings shall from time to time permit the Administrative Agent and the
Lenders, or any agents or representatives thereof (upon two Business Days’ prior written
notification for the same and at reasonable times, except that, during the continuance of an Event
of Default, such restrictions shall not be applicable) to (a) examine and make copies of and
abstracts from the records and books of account of the Borrowers, Holdings and each of their
respective Subsidiaries, (b) visit the properties of the Borrowers, Holdings and each of their



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respective Subsidiaries, (c) discuss the affairs, finances and accounts of the Borrowers,
Holdings and each of their respective Subsidiaries with any of their respective officers or
directors and (d) communicate directly with any of their independent certified public accountants
(including Holdings’ Accountants); provided, however, that the Borrowers shall have the right to be
present at any such communication. The Borrowers and Holdings shall authorize their independent
certified public accountants (including Holdings’ Accountants) to disclose to the Administrative
Agent or any Lender any and all financial statements and other information of any kind, as the
Administrative Agent or any Lender reasonably requests from the Borrowers or Holdings and that such
accountants may have with respect to the business, financial condition, results of operations or
other affairs of the U.S. Borrower, Holdings or any of their respective Subsidiaries.




     Section 7.7 Keeping of Books



     The U.S. Borrower and Holdings shall, and shall cause each of their Subsidiaries to keep,
proper books of record and account, in which full and correct entries shall be made in conformity
with GAAP (or, as applicable, other local generally accepted accounting principles applicable to a
Foreign Subsidiary) of all financial transactions and the assets and business of the U.S. Borrower,
Holdings and each such Subsidiary.



     Section 7.8 Maintenance of Properties, Etc.



     The U.S. Borrower and Holdings shall, and shall cause each of their respective Subsidiaries
to, maintain and preserve (a) in good working order and condition all of their properties necessary
in the conduct of their business, (b) all rights, permits, licenses, approvals and privileges
(including all Permits) used or necessary in the conduct of their business and (c) all registered
patents, trademarks, trade names, copyrights and service marks with respect to their business,
except where failure to so maintain and preserve the items set forth in clauses (a), (b) and (c)
above would not, in the aggregate, have a Material Adverse Effect.



     Section 7.9 Application of Proceeds



     The Borrowers shall use the entire amount of the proceeds of the Loans as provided in Section
4.13 (Use of Proceeds).



     Section 7.10 Environmental



     The Borrowers and Holdings shall, and shall cause all of their respective Subsidiaries to,
comply in all material respects with Environmental Laws.



     Section 7.11 Additional Collateral and Guaranties



     To the extent not delivered to the Administrative Agent on or before the Effective Date, each
Borrower and Holdings agree to do promptly each of the following:



     (a) execute and deliver, and cause its Subsidiaries to execute and deliver, to the
Administrative Agent such supplements, amendments and joinders to the Collateral Documents as the
Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent for
the benefit of the Secured Parties, a perfected first priority security interest in the Stock and
Stock Equivalents and other debt Securities that are owned or held by any Borrower or any
Subsidiary thereof and required to be pledged to the Administrative Agent;



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     (b) deliver to the Administrative Agent the certificates (if any) representing such Stock and
Stock Equivalents and other debt Securities, together with (i) in the case of such certificated
Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such
certificated debt Securities, endorsed in blank, in each case, executed and delivered by a
Responsible Officer of such Loan Party or such Subsidiary thereof, as the case may be;



     (c) in the case of any Domestic Subsidiary of any Loan Party (other than U.S. LLC, HLI
Netherlands Holdings, Inc., any Subsidiary that is a Securitization SPV and the Captive Insurance
Subsidiary and as otherwise agreed by the Administrative Agent), cause such Subsidiary (i) to
execute a supplement, amendment or joinder or otherwise become a party to the Guaranty and the
applicable Domestic Collateral Documents and (ii) to take such actions necessary or advisable to
grant to the Administrative Agent for the benefit of the Secured Parties a perfected security
interest in the Domestic Collateral described in the Domestic Collateral Documents with respect to
such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be
required by the Domestic Collateral Documents or by law or as may be reasonably requested by the
Administrative Agent;



     (d) in the case of any Foreign Subsidiary of any Loan Party (other than any Subsidiary that is
a Securitization SPV and any Class IV Subsidiary and as otherwise agreed by the Administrative
Agent), cause such Foreign Subsidiary (i) to enter into a Foreign Subsidiary Guaranty and the
applicable Foreign Collateral Documents and (ii) to take such actions necessary or advisable to
grant to the Administrative Agent for the benefit of the Secured Parties solely with respect to the
Foreign Obligations, a perfected security interest in the Foreign Collateral described in the
Foreign Collateral Documents with respect to such Foreign Subsidiary, as may be reasonably
requested by the Administrative Agent;



     (e) if requested by the Administrative Agent, deliver to the Administrative Agent legal
opinions relating to the matters described above, which opinions shall be in form and substance,
and from counsel, reasonably satisfactory to the Administrative Agent;



     (f) deliver to the Administrative Agent such documents as necessary to evidence the
dissolution of each of Hayes Lemmerz Hungary Consulting Limited Liability Company, Hayes Lemmerz
Alutechnologie, s.r.o., HLI-Mexicana, S.A. de C.V. and CMI-Monterrey S.A. de C.V. within 180 days
from the Effective Date; provided, however, that if such dissolutions have not been consummated
within 180 days or such period has not been extended at the reasonable discretion of the
Administrative Agent, the Loan Parties shall agree to take such actions in order to grant to the
Administrative Agent for the benefit of the Secured Parties a perfected security interest in such
Foreign Collateral;



     (g) deliver to the Administrative Agent such documents as necessary to evidence the Asset
Sales of each of (i) MGG Group B.V., (ii) MGG Tegelen B.V., (iii) MGG Bergen B.V., (iv) MGG Czech,
s.r.o. and (v) MGG Belgium within 90 days from the Effective Date; provided, however, that if such
Asset Sales have not been consummated within 90 days or such period has not been extended an
additional 90 day period at the reasonable discretion of the Administrative Agent, the Loan Parties
shall agree to take such actions in order to grant to the Administrative Agent for the benefit of
the Secured Parties a perfected security interest in such Foreign Collateral;



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     (h) (A) notwithstanding any provision of this Agreement or any other Loan Document to the
contrary (including any provision that would otherwise apply notwithstanding other provisions or
that is the beneficiary of other overriding language):




     (i) no more than 65% of the issued and outstanding Voting Stock of (x) the Luxembourg
Borrower or any Foreign Subsidiary or (y) any Domestic Subsidiary substantially all of
whose assets consist of the Stock or Stock Equivalents in “controlled foreign corporations”
under Section 957 of the Code shall be pledged or similarly hypothecated to guarantee,
secure or support any Domestic Secured Obligation;




     (ii) no Foreign Subsidiary or any Domestic Subsidiary substantially all of whose
assets consist of the Stock or Stock Equivalents in “controlled foreign corporations” under
Section 957 of the Code shall guarantee or support any Domestic Secured Obligation;




     (iii) no security or similar interest shall be granted in the assets of any Foreign
Subsidiary or any Domestic Subsidiary substantially all of whose assets consist of the
Stock or Stock Equivalents in “controlled foreign corporations under Section 957 of the
Code (including indirectly by way of an offset or otherwise) which security or similar
interests guarantees or supports any Domestic Secured Obligation;




     (B) no Subsidiary shall guarantee or support any Obligation if such guarantee or
support would contravene the Agreed Security Principles;




     (C)(i) no Foreign Subsidiary shall guarantee or support any Foreign Secured Obligation
of any Foreign Loan Party unless such Foreign Subsidiary directly owns or is owned directly
by such Foreign Loan Party;




     (ii) no security or similar interest shall be granted in the assets of any
Foreign Subsidiary (including indirectly by way of an offset or otherwise) which
security or similar interest guarantees or supports any Foreign Secured Obligation
of any Foreign Loan Party unless such Foreign Subsidiary directly owns or is owned
directly by such Foreign Loan Party.



     (i) the parties hereto agree that any pledge, guaranty or security or similar interest made or
granted in contravention of this Section 7.11 shall be void ab initio.



     Section 7.12 Exchange Rate Fluctuations



     The Borrowers shall use their reasonable best efforts, including the implementation and
maintenance of internal controls to monitor the Loans and Letters of Credit hereunder, (a) to
prevent the aggregate Revolving Credit Outstandings from exceeding the Available Credit at any time
solely by reason of fluctuations in exchange rates and (b) to promptly identify and remedy any such
circumstance.



     Section 7.13 Post-Closing Covenants



     The Borrowers shall comply with the terms and conditions set forth on Schedule 7.13(a) and
Schedule 7.13(b).



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     Section 7.14 Classification of Jurisdictions



     The Borrowers shall promptly notify the Administrative Agent in writing of the creation or
acquisition of any Foreign Subsidiary which is not incorporated under the laws of and has its
principal place of business in a Class I Jurisdiction, Class II Jurisdiction, Class III
Jurisdiction or Class IV Jurisdiction. The Administrative Agent may, and if requested by the
Borrowers, shall undertake to review and evaluate the relevant laws of the jurisdiction in which
such Foreign Subsidiary is organized and has its principal place of business relating to and
governing the creation and enforceability of any Intercompany Loan Document or Foreign Loan
Document required to be executed and delivered by such Foreign Subsidiary pursuant to Section 7.11.
Upon completion of such review the Administrative Agent shall designate the jurisdiction as a
Class I Jurisdiction, Class II Jurisdiction, Class III Jurisdiction or Class IV Jurisdiction.



ARTICLE VIII




Negative Covenants




     Each of the Borrowers and Holdings agrees with the Lenders and the Administrative Agent to
each of the following, as long as any Obligation or any Commitment remains outstanding and, in each
case, unless the Requisite Lenders otherwise consent in writing:



     Section 8.1 Indebtedness



     Neither Holdings nor the U.S. Borrower shall, nor shall they permit any of their respective
Subsidiaries to, directly or indirectly create, incur, assume or otherwise become or remain
directly or indirectly liable with respect to any Indebtedness except for the following:



     (a) the Secured Obligations;



     (b) Indebtedness existing on the Effective Date and disclosed on Schedule 8.1 (Existing
Indebtedness);



     (c) Guaranty Obligations incurred by the Borrowers, any Guarantor or any Foreign Subsidiary
(i) with respect to the Borrowers or any Guarantor, Indebtedness of the Borrowers or any Guarantor
that is permitted by this Section 8.1 and (ii) with respect to any Foreign Subsidiary, Indebtedness
permitted by Section 8.1(m)(i)(B) to the extent that the Administrative Agent has consented (in its
sole discretion, exercised reasonably) to such incurrence; provided, however, that the aggregate
outstanding amount of all such Guaranty Obligations incurred by the Foreign Subsidiaries, with
respect to Foreign Receivables Purchase Programs, shall not exceed $15,000,000; and, provided,
further, that the Guaranty Obligations permitted under clause (ii) above may not be in respect of
Indebtedness owed to the Administrative Agent or any of its Affiliates;



     (d) Capital Lease Obligations, purchase money Indebtedness and Indebtedness arising under
synthetic leases incurred by the Borrowers or a Subsidiary Guarantor to finance the acquisition of
fixed assets; provided, however, that the Capital Expenditure related thereto is otherwise
permitted by Section 5.1(c)(Financial Covenants) and that the aggregate outstanding principal
amount of all such Capital Lease Obligations and purchase money Indebtedness and the present value
of all future rental payments under all such synthetic leases shall not exceed $50,000,000 at any
time;



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     (e) Renewals, extensions, refinancings and refundings of Indebtedness permitted by clause (d)
above, this clause (e) or clause (l) below; provided, however, that any such renewal, extension,
refinancing or refunding is in an aggregate principal amount not greater than the principal amount
of, and is on terms (subject to market rates) no less favorable to the Borrowers, such Subsidiary,
the Administrative Agent, the Lenders or the Issuers, including as to weighted average maturity as
reasonably determined by the Administrative Agent, than the Indebtedness being renewed, extended,
refinanced or refunded;



     (f) Indebtedness arising from intercompany loans (i) from any Borrower to any Subsidiary
Guarantor, (ii) from any Subsidiary Guarantor to any Borrower or any other Subsidiary Guarantor,
(iii) from the Luxembourg Borrower to the U.S. Borrower in an amount not to exceed $100,000,000,
(iv) principal amount of preferred equity certificates issued by Lux Subsidiary and held by the
Luxembourg Borrower on the Effective Date (if any) (v) from the U.S. Borrower to the Luxembourg
Borrower in an amount not to exceed $500,000,000 and (vi) other intercompany Indebtedness among the
U.S. Borrower or any Subsidiary of Holdings described on Exhibit K (2007 Corporate Restructuring);



     (g) Indebtedness arising from intercompany loans (including Guaranty Obligations incurred by
any Foreign Subsidiary of any Borrower with respect thereto under the Intercompany Guaranties);
provided, however, that such intercompany loans are permitted (i) under Section 8.3(f)
(Investments) and (ii) other intercompany Indebtedness incurred by any Foreign Subsidiary described
on Exhibit K (2007 Corporate Restructuring);



     (h) Indebtedness arising under any performance or surety bond entered into in the ordinary
course of business;



     (i) Indebtedness arising under the Senior Notes in an original principal amount not exceeding
€130,000,000;



     (j) Indebtedness (other than the Guaranty Obligations and reimbursement obligations permitted
under clause (k) below) of any Foreign Subsidiary owed to a Person other than an Affiliate of such
Foreign Subsidiary; provided, however, that the Dollar Equivalent (as determined at the time of
incurrence) of the aggregate outstanding principal amount of all such Indebtedness (including any
Indebtedness permitted under clause (b) and clause (e) above) of all such Foreign Subsidiaries
shall not exceed at any time an amount equal to (i) $40,000,000 plus (ii) the lower of (x)
$20,000,000 and (y) the difference between $50,000,000 and the aggregate amount of Guaranty
Obligations and reimbursement obligations outstanding under clause (k) below at such time; and



     (k) Guaranty Obligations in respect of trade payables of Foreign Subsidiaries not constituting
Indebtedness and reimbursement obligations owed to issuers of credit insurance covering such trade
payables; provided, however, that the Dollar Equivalent of the aggregate outstanding principal
amount of all such Guaranty Obligations and reimbursement obligations shall not exceed at any time
$50,000,000;



     (l) subject to Section 8.16 (No Speculative Transactions), unsecured Indebtedness of any
Borrower in respect of Hedging Contracts;



     (m) Indebtedness (i) arising under any Securitization Program or Foreign Receivables Purchase
Program; provided, however, that (A) the aggregate outstanding amount of



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all such Indebtedness arising under any such Securitization Program (not including any amount
described in clause (iii) of this Section 8.1(m)) shall not exceed $125,000,000 (regardless of the
amount of accounts receivable sold, securitized or collateralized thereunder) and (B) with respect
to any Foreign Receivables Purchase Program, the aggregate amount of all such Indebtedness shall
not exceed $75,000,000 (regardless of the amount of accounts receivable sold or collateralized
thereunder), (ii) arising from intercompany loans from any Borrower or any of its respective
Subsidiaries that sells Receivables Assets to a Securitization SPV and (iii) consisting of
renewals, extensions, refinancings, replacements and refundings of Indebtedness permitted by this
Section 8.1(m); provided, however, that any such renewal, extension, refinancing, replacement or
refunding is on market terms and is in an aggregate outstanding principal amount not to exceed the
amount set forth in the preceding clause (i) of this Section 8.1(m); or



     (n) secured or unsecured Indebtedness of the Borrowers or any Subsidiary Guarantor not
otherwise permitted under this Section 8.1; provided, however, that the aggregate outstanding
principal amount of all such Indebtedness shall not exceed $100,000,000 at any time.



     Section 8.2 Liens, Etc.



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, create or suffer to exist, any Lien upon or with respect to any of their
respective properties or assets, whether now owned or hereafter acquired, or assign, or permit any
of its Subsidiaries to assign, any right to receive income, except for the following:



     (a) Liens created pursuant to the Loan Documents or the Intercompany Loan Documents;



     (b) Liens existing on the Effective Date and disclosed on Schedule 8.2 (Existing Liens);



     (c) Customary Permitted Liens of Holdings, the Borrowers and their respective Subsidiaries;



     (d) purchase money Liens granted by the Borrowers or any Subsidiary of the Borrowers
(including the interest of a lessor under a Capital Lease or synthetic lease and purchase money
Liens to which any property is subject at the time, on or after the Effective Date, of the
Borrowers’ or such Subsidiary’s acquisition thereof) securing Indebtedness permitted under Section
8.1(d) (Indebtedness) and limited in each case to the property purchased with the proceeds of such
purchase money Indebtedness or subject to such Capital Lease or synthetic lease;



     (e) any Lien securing the renewal, extension, refinancing or refunding of any Indebtedness
secured by any Lien permitted by clause (b) or (d) above or this clause (e) without any change in
the assets subject to such Lien and to the extent such renewal, extension, refinancing or refunding
is permitted by Section 8.1 (Indebtedness);



     (f) Liens in favor of lessors securing operating leases permitted hereunder; and



     (g) Liens securing any Indebtedness permitted by Section 8.1(k) (Indebtedness) and, to the
extent not guaranteed as permitted by Section 8.1(k), Liens created on



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the assets of a Foreign Subsidiary to secure any trade payables not constituting Indebtedness
of such Subsidiary; provided, however, the aggregate outstanding amount of all such Indebtedness
secured pursuant to this clause (g) shall not exceed $50,000,000; and



     (h) Liens not otherwise permitted by the foregoing clauses of this Section 8.2 securing
obligations or other liabilities (other than Indebtedness) of any Loan Party; provided, however,
that the aggregate outstanding amount of all such obligations and liabilities shall not exceed
$10,000,000 at any time; and



     (i) Liens arising pursuant to, or assignments in connection with, any Securitization Program
or Foreign Receivables Purchase Program solely with respect to Receivables Assets securitized or
sold, as the case may be, thereunder; and



     (j) Liens incurred by Holdings, any Borrower or any of its respective Subsidiaries securing
any Indebtedness permitted by Section 8.1(n); provided, however, that such Lien in respect of such
Collateral, regardless of how acquired, whether by grant, statute, operation of law, subrogation or
otherwise, shall be and shall remain junior and subordinate in all respects to any Lien created by
such, as applicable, pursuant to the Loan Documents and the Intercompany Loan Documents.



     Section 8.3 Investments



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, directly or indirectly make or maintain any Investment except for the following:



     (a) Investments existing on the Effective Date and disclosed on Schedule 8.3(a) (Existing
Investments);



     (b) (i) Investments in cash and Cash Equivalents held in a Deposit Account or a Control
Account with respect to which the Administrative Agent for the benefit of the Secured Parties has a
first priority perfected Lien (ii) Investments in cash and Cash Equivalents held in a Deposit
Account or Control Account in the name of U.S. LLC at Citibank, N.A. or another financial
institution selected or approved by the Administrative Agent with respect to which Dutch FinCo has
a first priority perfected Lien, (iii) Investments in cash and Cash Equivalents held in a Deposit
Account or Control Account in the name of the Luxembourg Borrower at Citibank, N.A. or another
financial institutions selected or approved by the Administrative Agent with respect to which the
Administrative Agent has a first priority perfected lien, and (iv) Investments in cash and Cash
Equivalents by Classified Foreign Subsidiaries in an amount not to exceed $30,000,000 at any time;



     (c) Investments in accounts, payment intangibles and chattel paper (each as defined in the
UCC), notes receivable and similar items arising or acquired in the ordinary course of business
consistent with the past practice of the U.S. Borrower and its Subsidiaries;



     (d) Investments received in settlement of amounts due to the U.S. Borrower or any Subsidiary
of the U.S. Borrower effected in the ordinary course of business;



     (e) Investments by (i) Holdings in the Parent, the Parent in the U.S. Borrower, the U.S.
Borrower in the Luxembourg Borrower, the Luxembourg Borrower in the



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U.S. Borrower, any Borrower in any Subsidiary Guarantor or by any Subsidiary Guarantor in any
Borrower or any other Subsidiary Guarantor, (ii) a Subsidiary of any Borrower that is not a
Subsidiary Guarantor in any Borrower or any Subsidiary Guarantor or any other Subsidiary of
Holdings or (iii) any Loan Party in a Subsidiary of Holdings pursuant to the 2007 Corporate
Restructuring;




     (f) (i) until the Triggering Date, Intercompany Loans from the Luxembourg Borrower to
Spanish Holdings; provided, however, that (A) such Intercompany Loans shall be evidenced by
one or more Intercompany Notes, (B) Spanish Holdings shall have satisfied each of the
conditions precedent set forth on Schedule 8.3(f), (C) the aggregate outstanding amount of
all Investments permitted pursuant to this clause (i) shall not exceed $150,000,000 at any
time and (D) 100% of the proceeds of such Investments shall be used solely for Investments
permitted in clauses (ii) and (iii) below;




     (ii) until the Triggering Date, capital contributions by Spanish Holdings to U.S. LLC;
provided, however, that (A) U.S. LLC shall have satisfied each of the conditions precedent
set forth on Schedule 8.3(f), (B) the aggregate outstanding amount of all Investments
permitted pursuant to this clause (ii) shall not exceed at any time $350,000,000 less the
outstanding amount of any Intercompany Note permitted by clause (iv) below and (C) 100% of
the proceeds of such Investments shall be used solely for Investments permitted in clause
(iii) below;




     (iii) Intercompany Loans from Spanish Holdings to any of its direct or indirect
Subsidiaries incorporated under the laws of and having its principal place of business in
Spain; provided, however, that (A) such Intercompany Loans shall be evidenced by one or
more Intercompany Notes, (B) such Subsidiary shall have satisfied each of the conditions
precedent set forth on Schedule 8.3(f), and (C) the aggregate outstanding amount of all
Investments permitted into under this clause (iii) will not exceed $60,000,000 at any time;




     (iv) Intercompany Loans to any other Foreign Subsidiaries, provided, however, that
(A) such Intercompany Loans shall be evidenced by one or more Intercompany Notes, (B) such
Subsidiary shall have satisfied each of the conditions precedent set forth on Schedule
8.3(f) and (C) the aggregate outstanding amount of all Investments permitted pursuant to
this clause (iv) made to all Foreign Subsidiaries shall not exceed at any time $350,000,000
minus the outstanding amount of Investments permitted by clause (iii) above; provided,
however, that the aggregate outstanding amount permitted under this subclause (C) shall be
not exceed $50,000,000 at any time upon and after the Triggering Date; and




     (v) intercompany loans made to Class IV Foreign Subsidiaries; provided, however, that
the aggregate outstanding amount permitted under this clause (v) shall not exceed
$20,000,000 at any time;



     (g) loans or advances to employees of any Borrower or to employees of any of its Subsidiaries
in the ordinary course of business consistent with past practice; provided, however, that the
aggregate principal amount of all such loans and advances shall not exceed $1,000,000 at any time;



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     (h) Investments constituting Guaranty Obligations permitted by Section 8.1 (Indebtedness);



     (i) Investments constituting Permitted Acquisitions;



     (j) Investments in promissory notes received as partial consideration for Asset Sales
permitted under Section 8.4(g) (Sale of Assets);



     (k) Investments in the Captive Insurance Subsidiary;



     (l) contributions or transfers of assets by any Loan Party to any Foreign Subsidiary;
provided, however, that the book value of such assets shall not exceed $20,000,000 in the
aggregate;



     (m) Investments in additional Stock of Jantas Jant Sanayi ve Ticaret A.S.; provided, however,
that the aggregate amount of all such Investments shall not exceed $15,000,000;



     (n) Investments by any Borrower and any of its respective Subsidiaries in a Securitization SPV
pursuant to a permitted Securitization Program consisting of Receivables Assets, intercompany loans
permitted under Section 8.1(m) and cash solely to the extent such cash Investment is permitted by
clause (o) below; and



     (o) Investments not otherwise permitted hereby; provided, however, that the aggregate amount
of all such Investments shall not exceed $50,000,000.



     Except with respect to Intercompany Indebtedness under clause (f) above existing as of the
Effective Date, the amount of any Investment shall be the original cost of such Investment plus the
cost of all additions thereto, in each case arising after the Effective Date, without any
adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment less any reductions by way of cash repayments of principal or cash
returns of capital (at the time of such repayment or return).



     Section 8.4 Sale of Assets



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, sell, convey, transfer, lease or otherwise dispose of, any of their respective
assets or any interest therein (including the sale or factoring at maturity or collection of any
account and a sale/leaseback described in Section 8.15 (Sale/Leasebacks) to any Person, or permit
or suffer any other Person to acquire any interest in any of their respective assets or, in the
case of any Subsidiary, issue or sell any shares of such Subsidiary’s Stock or Stock Equivalent
(any such disposition being an “Asset Sale”), except for the following:



     (a) the sale or disposition of inventory in the ordinary course of business;



     (b) the sale or disposition of any asset with a Fair Market Value of less than $500,000;
provided, however, that the aggregate Fair Market Value of all such assets disposed of in any
Fiscal Year shall not exceed $3,000,000;



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     (c) the sale or disposition of equipment that has become damaged, obsolete or is replaced in
the ordinary course of business; provided, however, that the aggregate Fair Market Value of all
such equipment disposed of in any Fiscal Year shall not exceed $2,000,000;



     (d) the sale or disposition of equipment that has become damaged, obsolete or is replaced in
the ordinary course of business not permitted under clause (c) above; provided, however, that (i)
80% of the consideration for any such Asset Sale shall be payable in cash upon such sale and (ii)
all Net Cash Proceeds of such Asset Sale are applied as set forth in, and to the extent required
by, Section 2.10 (Mandatory Prepayments);



     (e) the lease, license, occupancy or sublease of real property or equipment not constituting a
sale and leaseback, to the extent not otherwise prohibited by this Agreement and sales and
leasebacks permitted by Section 8.15 (Sale/Leasebacks);



     (f) assignments and licenses of intellectual property of the any Borrower and its Subsidiaries
in the ordinary course of business;



     (g) any Asset Sale to any Borrower or any Subsidiary Guarantor;



     (h) Asset Sales by a Foreign Subsidiary to another Foreign Subsidiary for consideration equal
to the Fair Market Value of the assets sold; provided, however, that (i) Asset Sales by a Foreign
Subsidiary Guarantor to a non-Foreign Subsidiary Guarantor shall be for cash consideration equal to
the Fair Market Value of the assets sold and (ii) any such Asset Sale by a Foreign Subsidiary
Guarantor to a non-Foreign Subsidiary Guarantor shall be subject to the reasonable consent of the
Administrative Agent;



     (i) sales, leases, subleases, transfer or conveyance of Receivables Assets (or interests
therein) pursuant to a Securitization Program or Foreign Receivables Purchase Program to the extent
permitted under Section 8.1(m) (Indebtedness);



     (j) as long as no Default or Event of Default is continuing or would result therefrom, any
other Asset Sale for Fair Market Value; provided, however, that (i) 90% of the consideration for
any such Asset Sale shall be payable in cash upon such sale and (ii) the aggregate consideration
received during any Fiscal Year for all such Asset Sales, together with the Asset Sales permitted
under clause (b) above, shall not exceed $25,000,000 and (iii) all Net Cash Proceeds of such Asset
Sale are applied as set forth in, and to the extent required by, Section 2.10 (Mandatory
Prepayments); and



     (k) as long as no Default or Event of Default is continuing or would result therefrom, any
Asset Sale of the Non-Wheel Businesses for Fair Market Value; provided, however, that (i) 90% of
the consideration for any such Asset Sale shall be payable in cash upon such sale, (ii) the
aggregate consideration received for all such Asset Sales shall not exceed $100,000,000, and (iii)
all Net Cash Proceeds of such Asset Sale are applied as set forth in, and to the extent required by
Section 2.10 (Mandatory Prepayments).



     Section 8.5 Restricted Payments



     Neither Holdings nor the U.S. Borrower shall nor shall the U.S. Borrower permit any of its
Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Payment except for the following:



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HLI Operating Company, Inc.

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




     (a) Restricted Payments by any Subsidiary of the U.S. Borrower to the U.S. Borrower or any
other Subsidiary of the U.S. Borrower;



     (b) dividends and distributions declared and paid on the common Stock of the U.S. Borrower and
payable only in common Stock of the U.S. Borrower;



     (c) dividends and distributions declared and paid on the Series A Preferred Stock of the U.S.
Borrower and payable only in Series A Preferred Stock of the U.S. Borrower if permitted by the
Certificate of Designation for such Stock in effect on the Effective Date;



     (d) cash dividends on (x) the Stock of the U.S. Borrower to the Parent or (y) the Stock of the
Parent to Holdings, paid and declared in any Fiscal Year solely for the purpose of funding the
following:




     (i) ordinary and reasonable operating expenses of the Parent or Holdings not in excess
of $3,000,000 in the aggregate in any Fiscal Year; and




     (ii) payments by Holdings in respect of foreign, federal, state or local taxes owing
by Holdings in respect of the U.S. Borrower and its Subsidiaries, but not greater than the
amount that would be payable by the U.S. Borrower, on a consolidated basis, if the U.S.
Borrower were the taxpayer;



provided, however, that the Restricted Payments described in this clause (d) shall not be permitted
if (A) an Event of Default or Default shall have occurred and be continuing at the date of
declaration or payment thereof or would result therefrom or (B) such Restricted Payment is
prohibited under the terms of any Indebtedness (other than the Obligations) of the U.S. Borrower or
any of its Subsidiaries.



     Section 8.6 Prepayment and Cancellation of Indebtedness



     (a) Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, cancel any claim or Indebtedness owed to any of them except in the ordinary course
of business consistent with past practice.



     (b) Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled
maturity thereof in any manner, or make any payment in violation of any subordination terms of, any
Indebtedness; provided, however, that the Borrowers and their respective Subsidiaries may (i)
prepay the Obligations in accordance with the terms of this Agreement, (ii) make regularly
scheduled or otherwise required repayments or redemptions of Indebtedness permitted pursuant to
Section 8.1(b), (iii) prepay any Indebtedness payable to any Borrower by any of its Subsidiaries,
(iv) prepay any Intercompany Obligations and any other intercompany Indebtedness, (v) renew,
extend, refinance and refund Indebtedness, so long as such renewal, extension, refinancing or
refunding is permitted under Section 8.1(e) (Indebtedness), (vi) make payments in connection with
the termination of Hedging Contracts in the ordinary course of business, (vii) prepay Indebtedness
secured by an asset upon its sale in compliance with Section 8.4 (Sale of Assets), (viii) prepay
Indebtedness of Foreign Subsidiaries, (ix) prepay, redeem or purchase up to €45,500,000 of the
Senior Notes from the Net Cash Proceeds of an Equity Issuance, (x) solely from proceeds of
Receivables Assets, prepay any Indebtedness incurred pursuant to a Securitization Program or
Foreign Receivables Purchase Program in the ordinary



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course or upon the acceleration of such Indebtedness, (xi) solely in connection with a
permitted renewal, extension, refinancing, replacement or refunding permitted by Section 8.1(m),
otherwise prepay any Indebtedness incurred pursuant to a Securitization Program or Foreign
Receivables Purchase Program with the proceeds from such renewal, extension, refinancing,
replacement or refunding, and (xii) convert any Senior Notes to common Stock of Holdings.



     (c) Notwithstanding anything in this Section 8.6 to the contrary, any Securitization Program
or Foreign Receivables Purchase Program may be terminated or reduced in accordance with its terms
by Holdings, the U.S. Borrower or any of their respective Subsidiaries.



     Section 8.7 Restriction on Fundamental Changes; Permitted Acquisitions



     (a) Except in connection with the 2007 Corporate Restructuring or a Permitted Acquisition,
neither Holdings nor the Borrowers shall, nor shall they permit any of their respective Domestic
Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or
substantially all of the Stock or Stock Equivalents of any Person, (iv) acquire all or
substantially all of the assets of any Person or all or substantially all of the assets
constituting the business of a division, branch or other unit operation of any Person, (v) enter
into any joint venture or partnership with any Person or (vi) acquire or create any Subsidiary
unless, in case of subclause (vi), after giving effect to such acquisition or creation, such
Subsidiary is a Wholly-Owned Subsidiary of such Borrower, such Borrower is in compliance with
Section 7.11 (Additional Collateral and Guaranties) and the Investment in such Subsidiary is
permitted under Section 8.3 (Investments). Notwithstanding the foregoing, the restrictions in
clauses (i) — (v) above shall not apply to transactions between or among (x) any Borrower and a
Wholly-Owned Subsidiary of such Borrower and (y) one Wholly-Owned Subsidiary of any Borrower with
another Wholly-Owned Subsidiary of such Borrower; provided, however, that such Borrower or such
Wholly-Owned Subsidiary is in compliance with Section 7.11 (Additional Collateral and Guaranties)
and the Investment is permitted under Section 8.3 (Investments).



     (b) Except in connection with the 2007 Corporate Restructuring or a Permitted Acquisition,
neither Holdings nor the U.S. Borrower shall, nor shall they permit any of their respective Foreign
Subsidiaries to, (i) merge with any Person, (ii) consolidate with any Person, (iii) acquire all or
substantially all of the Stock or Stock Equivalents of any Person, (iv) acquire all or
substantially all of the assets of any Person or all or substantially all of the assets
constituting the business of a division, branch or other unit operation of any Person, (v) enter
into any joint venture or partnership with any Person or (vi) acquire or create any Subsidiary
unless, in case of subclause (vi), after giving effect to such creation or acquisition, such
Subsidiary is a Wholly-Owned Subsidiary of the Luxembourg Borrower, the Luxembourg Borrower is in
compliance with Section 7.11 (Additional Collateral and Guaranties) and the Investment in such
Subsidiary is permitted under Section 8.3 (Investments); provided, however, with the prior written
consent of the Administrative Agent (not to be unreasonably withheld) any such Foreign Subsidiary
may merge or consolidate with, acquire all or substantially all of the Stock or Stock Equivalents
or assets of, another Foreign Subsidiary of the U.S. Borrower.



     Section 8.8 Change in Nature of Business



     (a) The Borrowers shall not, and shall not permit any of their respective Subsidiaries to,
make any material change in the nature or conduct of its business as carried on at



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the Effective Date, whether in connection with a Permitted Acquisition or otherwise; provided,
however, that the Borrowers and their respective Subsidiaries may engage in a Related Business.



     (b) Holdings and the Parent shall not engage in any business or activity other than (i)
holding shares in the Stock of the Parent and the U.S. Borrower, respectively, (ii) paying taxes
and ordinary operating expenses permitted under Section 8.5(d)(i) and (ii), (iii) preparing reports
to Governmental Authorities and to its shareholders, (iv) holding directors and shareholders
meetings and (v) preparing corporate records and other corporate activities required to maintain
its separate corporate structure and (vi) entering into contracts or similar agreements for the
benefit of and relating to the business of any of its respective Subsidiaries.



     (c) Until the Triggering Date or as otherwise permitted under this Agreement, Delaware LuxCo,
Lux Subsidiary, Dutch FinCo, Spanish Holdings, the U.S. LLC, HLI Netherlands Holdings, Inc. and
Luxembourg Borrower shall not engage in any business or activity other than (i) (A) in the case of
Lux Subsidiary, holding shares in the Stock of Spanish Holdings and the U.S. LLC, (B) in the case
of Spanish Holdings, holding shares in the Stock of its Foreign Subsidiaries and the U.S. LLC (C)
in the case of Delaware LuxCo, holding shares in the Stock of the Luxembourg Borrower and (D) in
the case of HLI Netherlands Holdings, Inc., holding shares in the Stock of CMI — Europe Netherlands
Holdings, B.V. and Hayes Lemmerz Immobilien GmbH & Co. KG Partnership, (ii) paying taxes, (iii)
preparing reports to Governmental Authorities and to its shareholders, (iv) holding directors and
shareholders meetings, (v) preparing corporate records and other corporate activities required to
maintain its separate corporate structure and (vi) except in the case of HLI Netherlands Holdings,
Inc., incurring Indebtedness and making Investments as permitted in Section 8.3(f) and performing
their respective obligations and exercising their respective rights under the applicable
Intercompany Loan Documents.



     Section 8.9 Transactions with Affiliates



     Holdings shall not, and shall not permit any of its Subsidiaries to, except as otherwise
expressly permitted in this Agreement, do any of the following: (a) make any Investment in an
Affiliate of Holdings that is not a Subsidiary of Holdings, (b) transfer, sell, lease, assign or
otherwise dispose of any asset to any Affiliate of Holdings that is not a Subsidiary of Holdings,
(c) merge into or consolidate with or purchase or acquire assets from any Affiliate of Holdings
that is not a Subsidiary of Holdings, (d) repay any Indebtedness to any Affiliate of Holdings that
is not a Subsidiary of Holdings or (e) enter into any other transaction directly or indirectly with
or for the benefit of any Affiliate of Holdings that is not a Guarantor (including guaranties and
assumptions of obligations of any such Affiliate), except for (i) transactions in the ordinary
course of business on a basis no less favorable to Holdings or such Guarantor as would be obtained
in a comparable arm’s length transaction with a Person not an Affiliate and (ii) salaries and other
director or employee compensation to officers or directors of Holdings or any of its Subsidiaries
commensurate with current compensation levels; provided, however, that the foregoing shall not
prohibit transactions with any Securitization SPV in connection with a Securitization Program, to
the extent not prohibited by the terms of this Agreement.



     Section 8.10 Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge



     Except pursuant to the Loan Documents, any agreements entered into in connection with a
permitted Securitization Program or Foreign Receivables Purchase Program,



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the Indenture, any refinancing of the Senior Notes permitted hereunder, and any agreements
governing purchase money Indebtedness or Capital Lease Obligations permitted by Section 8.1(b) or
Section 8.1(d) (Indebtedness) (in which latter case, any prohibition or limitation shall only be
effective against the assets financed thereby), the Borrowers shall not, and shall not permit any
of their respective Subsidiaries to, (a) agree to enter into or suffer to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of such Subsidiary to pay
dividends or make any other distribution or transfer of funds or assets or make loans or advances
to or other Investments in, or pay any Indebtedness owed to, the U.S. Borrower or any Subsidiary of
the U.S. Borrower or (b) enter into or suffer to exist or become effective any agreement
prohibiting or limiting the ability of the Borrowers or any of their respective Subsidiaries,
except any as set forth on Schedule 8.10, to create, incur, assume or suffer to exist any Lien upon
any of its property, assets or revenues, whether now owned or hereafter acquired, including any
agreement requiring any other Indebtedness or Contractual Obligation to be equally and ratably
secured with the Obligations or the Intercompany Obligations.



     Section 8.11 Modification of Constituent Documents



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, change its capital structure (including in the terms of its outstanding Stock) or
otherwise amend its Constituent Documents, except for changes and amendments in connection with the
2007 Corporate Restructuring and that do not materially affect the rights and privileges of
Holdings, the U.S. Borrower or any of their respective Subsidiaries and do not materially affect
the interests of the Administrative Agent, the Lenders and the Issuers under the Loan Documents or
in the Collateral; provided, however, that, upon prior written notice to the Administrative Agent,
any of the Domestic Subsidiaries shall be permitted to amend its Constituent Documents to convert
such Domestic Subsidiary from a corporation to a limited liability company.



     Section 8.12 Modification of Related Documents



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, change or amend the terms of the Senior Notes or any Related Document if the
effect of such amendment is to (i) increase the interest rate on the Senior Notes, (ii) change the
dates upon which payments of principal or interest are due on the Senior Notes other than to extend
such dates, (iii) change any default or event of default other than to delete or make less
restrictive any default provision therein, or add any covenant with respect to the Senior Notes,
(iv) change the redemption or prepayment provisions of the Senior Notes other than to extend the
dates therefor or to reduce the premiums payable in connection therewith or (v) change or amend any
other term if such change or amendment would materially increase the obligations of the obligor or
confer additional material rights upon the holder of the Senior Notes in a manner adverse to
Holdings, the Borrowers, any of their respective Subsidiaries, the Administrative Agent, any Lender
or any Issuer.



     Section 8.13 Accounting Changes; Fiscal Year



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, (a) change its accounting treatment and reporting practices or tax reporting
treatment, except as required by GAAP or any Requirement of Law and disclosed to the Lenders and
the Administrative Agent or (b) from and after the Effective Date, change its Fiscal Year unless
such change is to a Fiscal Year ending on January 31.



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     Section 8.14 Margin Regulations



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, use all or any portion of the proceeds of any credit extended hereunder to
purchase or carry margin stock (within the meaning of Regulation U of the Federal Reserve Board) in
contravention of Regulation T, U or X of the Federal Reserve Board.



     Section 8.15 Sale/Leasebacks



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, enter into any sale and leaseback transaction (except for any transaction pursuant
to which the lease is entered into no later than 90 days following the date of the sale of the
assets subject to such lease) if, after giving effect to such sale and leaseback transaction, the
aggregate Fair Market Value of all properties covered by sale and leaseback transactions would
exceed $30,000,000.



     Section 8.16 No Speculative Transactions



     Neither Holdings nor the Borrowers shall, nor shall they permit any of their respective
Subsidiaries to, engage in any speculative transaction or in any transaction involving Hedging
Contracts except as required for the sole purpose of hedging in the normal course of business and
consistent with industry practices.



     Section 8.17 Compliance with ERISA



     Neither Holdings nor the U.S. Borrower shall cause or permit to occur, nor shall they permit
any of their respective Subsidiaries or ERISA Affiliates to cause or permit to occur, (a) an event
that could result in the imposition of a Lien under Section 412 of the Code or Sections 302 or 4068
of ERISA or (b) ERISA Events that would have a Material Adverse Effect in the aggregate.



ARTICLE IX




Events of Default




     Section 9.1 Events of Default



     Each of the following events shall be an Event of Default:



     (a) any Borrower shall fail to pay any principal of any Loan or any Reimbursement Obligation
when the same becomes due and payable; or



     (b) any Borrower shall fail to pay any interest on any Loan, any fee under any of the Loan
Documents or any other Obligation (other than one referred to in clause (a) above) and such
non-payment continues for a period of three Business Days after the due date therefor; or



     (c) any representation or warranty made or deemed made by any Loan Party in any Loan Document
or by any Loan Party (or any of its officers) in connection with any Loan



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Document shall prove to have been incorrect in any material respect when made or deemed made;
or



     (d) any Loan Party shall fail to perform or observe (i) any term, covenant or agreement
contained in Section 5.1 (Financial Covenants), Section 6.1 (Financial Statements), Section 6.2
(Default Notices), 7.1 (Preservation of Corporate Existence, Etc.), 7.6 (Access), 7.9 (Application
of Proceeds), 7.11 (Additional Collateral and Guaranties), or Article VIII (Negative Covenants); or
(ii) any other term, covenant or agreement contained in this Agreement or in any other Loan
Documents if such failure under this clause (ii) shall remain unremedied for 30 days after the
earlier of (A) the date on which a Responsible Officer of the Borrowers becomes aware of such
failure and (B) the date on which written notice thereof shall have been given to the Borrowers by
the Administrative Agent or any Lender; or



     (e) (i) any Borrower or any of its Subsidiaries shall fail to make any payment on any
Indebtedness of the Borrowers or any such Subsidiary (other than the Obligations) or any Guaranty
Obligation in respect of Indebtedness of any other Person, and, in each case, such failure relates
to Indebtedness having a principal amount of $17,500,000 or more, when the same becomes due and
payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise),
(ii) any other event shall occur or condition shall exist under any agreement or instrument
relating to any such Indebtedness, if the effect of such event or condition is to accelerate, or to
permit the acceleration of, the maturity of such Indebtedness or (iii) any such Indebtedness shall
become or be declared to be due and payable, or required to be prepaid or repurchased (other than
by a regularly scheduled required prepayment), prior to the stated maturity thereof; or



     (f) (i) any Borrower or any of its respective Subsidiaries shall generally not pay its debts
as such debts become due, shall admit in writing its inability to pay its debts generally or shall
make a general assignment for the benefit of creditors (except to the extent necessary in
connection with the dissolution of any of its Subsidiaries otherwise permitted hereunder), (ii) any
proceeding shall be instituted by or against any Borrower or any of its respective Subsidiaries
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of it or its debts,
under any Requirement of Law relating to bankruptcy, insolvency or reorganization or relief of
debtors, or seeking the entry of an order for relief or the appointment of a custodian, receiver,
trustee or other similar official for it or for any substantial part of its property; provided,
however, that, in the case of any such proceedings instituted against any Borrower or any of its
respective Subsidiaries (but not instituted by any Borrower or any of its respective Subsidiaries),
either such proceedings shall remain undismissed or unstayed for a period of 60 days or more or any
action sought in such proceedings shall occur or (iii) any Borrower or any of its respective
Subsidiaries shall take any corporate action to authorize any action set forth in clauses (i) and
(ii) above; or



     (g) one or more judgments or orders (or other similar process) involving, in the case of money
judgments, an aggregate amount in excess of $10,000,000, to the extent not covered by insurance,
shall be rendered against one or more of any Loan Party or any of its Subsidiaries and either (i)
enforcement proceedings shall have been commenced by any creditor upon such judgment or order or
(ii) there shall be any period of 30 consecutive days during which a stay of enforcement of such
judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or



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     (h) an ERISA Event shall occur and the amount of all liabilities and deficiencies resulting
therefrom, whether or not assessed, exceeds $2,000,000 in the aggregate; or



     (i) any provision of any Collateral Document or the Guaranty after delivery thereof pursuant
to this Agreement or any other Loan Document shall for any reason cease to be valid and binding on,
or enforceable against, any Loan Party party thereto, or any Loan Party shall so state in writing;
or



     (j) any Collateral Document shall for any reason fail or cease to create a valid Lien on any
Collateral purported to be covered thereby or, except as permitted by the Loan Documents, such Lien
shall fail or cease to be a perfected and first priority Lien or any Loan Party shall so state in
writing; or



     (k) there shall occur any Change of Control; or



     (l) [Reserved];



     (m) one or more of the Borrowers and their respective Subsidiaries shall have entered into one
or more consent or settlement decrees or agreements or similar arrangements with a Governmental
Authority or one or more judgments, orders, decrees or similar actions shall have been entered
against one or more of the Borrowers and their respective Subsidiaries based on or arising from the
violation of or pursuant to any Environmental Law, or the generation, storage, transportation,
treatment, disposal or Release of any Contaminant and, in connection with all the foregoing, the
Borrowers and their respective Subsidiaries are likely to incur Environmental Liabilities and Costs
in excess of $1,000,000 individually or $5,000,000 in the aggregate that were not budgeted for any
Fiscal Year or that were not reflected in the Projections or the Financial Statements delivered
pursuant to Section 4.4 (Financial Statements);



     (n) an event of termination or event of default in connection with any Securitization Program
or Foreign Receivables Purchase Program, including, without limitation, under any of the related
documentation entered into in connection therewith, shall have occurred and be continuing without
waiver or cure thereof; or



     (o) the Borrowers and their respective Subsidiaries shall fail to comply with the conditions
subsequent set forth on (i) Schedule 7.13(a) before 5:00 p.m. (New York time) on Monday, June 4,
2007 and (ii) Schedule 7.13(b) within 90 days after the Effective Date; provided, however, that the
Administrative Agent may, in its reasonable discretion, extend such period up to two (2) additional
30 day concurrent periods for conditions subsequent set forth on Schedule 7.13(b).



     Section 9.2 Remedies



     During the continuance of any Event of Default, the Administrative Agent (i) may, and at the
request of the Requisite Lenders shall, by notice to the Borrowers declare that all or any portion
of the Commitments be terminated, whereupon the obligation of each Lender to make any Loan and each
Issuer to Issue any Letter of Credit shall immediately terminate and (ii) may, and at the request
of the Requisite Lenders shall, by notice to the Borrowers, declare the Loans, all interest thereon
and all other amounts and Obligations payable under this Agreement to be forthwith due and payable,
whereupon the Loans, all such interest and all such amounts and Obligations shall become and be
forthwith due and payable, without presentment, demand,



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protest or further notice of any kind, all of which are hereby expressly waived by the
Borrowers; provided, however, that upon the occurrence of the Events of Default specified in
Section 9.1(f) (Events of Default) with respect to any Loan Party, (x) the Commitments of each
Lender to make Loans and the commitments of each Lender and Issuer to Issue or participate in
Letters of Credit shall each automatically be terminated and (y) the Loans, all such interest and
all such amounts and Obligations shall automatically become and be due and payable, without
presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by
the Borrowers. In addition to the remedies set forth above, the Administrative Agent may, and at
the request of the Requisite Lenders shall, direct the Administrative Agent to exercise any
remedies provided for by the Collateral Documents in accordance with the terms thereof or any other
remedies provided by applicable law.



     Section 9.3 Actions in Respect of Revolving Letters of Credit



     At any time (i) as may be required by Section 2.10(c) or (d) (Mandatory Prepayments), (ii)
upon the Revolving Credit Termination Date and (iii) after the Revolving Credit Termination Date
when the funds in a Cash Collateral Account shall be less than 105% of the Revolving Letter of
Credit Obligations, the Borrowers shall pay to the Administrative Agent in immediately available
funds at the Administrative Agent’s office referred to in Section 11.9 (Notices, Etc.), for deposit
in a Cash Collateral Account, (x) in the case of clause (i) above, the amount required by Section
2.10(c) or (d) (Mandatory Prepayments), as applicable, and (y) in the case of clauses (ii) and
(iii) above, the amount required that, after such payment, the aggregate funds on deposit in such
Cash Collateral Account equals or exceeds 105% of the sum of all outstanding Revolving Letter of
Credit Obligations. The Administrative Agent may, from time to time after funds are deposited in
any Cash Collateral Account, apply funds then held in such Cash Collateral Account to the payment
of any amounts as shall have become or shall become due and payable by the Borrowers to the Issuers
or Lenders in respect of the Revolving Letter of Credit Obligations in accordance with Section 2.14
(Payments and Computations). The Administrative Agent shall promptly give written notice of any
such application; provided, however, that the failure to give such written notice shall not
invalidate any such application. Subject to Section 2.10(c)(iii) (Mandatory Prepayments) and
Section 2.14 (Payments and Computations), upon written notice to the Administrative Agent that the
Borrowers shall within five Business Days apply the Reinvestment Deferred Amount in accordance with
the corresponding Reinvestment Notice, the Administrative Agent release the amount corresponding to
such Reinvestment Notice deposited in such Cash Collateral Account pursuant to Section 2.10(c)(ii)
(Mandatory Prepayments). To the extent that the Loans have been paid in full, the Revolving
Commitments have been terminated or permanently reduced to zero and the Revolving Letter of Credit
Obligations are the only remaining Obligations under this Agreement, the Administrative Agent shall
release from time to time, upon the request of the Borrowers, any amount in the Cash Collateral
Account in excess of 105% of the sum of all outstanding Revolving Letter of Credit Obligations at
such time.



     Section 9.4 Rescission



     At any time after termination of the Commitments or acceleration of the maturity of the Loans,
(a) if the Borrowers shall pay all arrears of interest and all payments on account of principal of
the Loans and Reimbursement Obligations that shall have become due otherwise than by acceleration
(with interest on principal and, to the extent permitted by law, on overdue interest, at the rates
specified herein) and all Events of Default and Defaults (other than non-payment of principal of
and accrued interest on the Loans due and payable solely by virtue of acceleration)



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shall be remedied or waived pursuant to Section 11.1 (Amendments, Waivers, Etc.), then upon
the written consent of the Requisite Lenders and written notice to the Borrower, the termination of
the Commitments or the acceleration and their consequences may be rescinded and annulled and (b) in
the case of such remedies exercised under Section 9.2(b) (Remedies), (i) upon the written consent
of the Requisite Lenders and written notice to the Borrowers, the termination of the Commitments or
the acceleration and their consequences applicable to the Lenders may be rescinded and annulled;
provided, however, that such action shall not affect any subsequent Event of Default or Default or
impair any right or remedy consequent thereon. The provisions of the preceding sentence are
intended merely to bind the Lenders and the Issuers to a decision that may be made at the election
of the Requisite Lenders, and such provisions are not intended to benefit the Borrowers and do not
give the Borrowers the right to require the Lenders to rescind or annul any acceleration hereunder,
even if the conditions set forth herein are met.



ARTICLE X




The Agents




     Section 10.1 Authorization and Action



     (a) Each Lender and each Issuer hereby appoints CNAI as the Administrative Agent hereunder,
and each Lender and each Issuer authorizes the Administrative Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and the other Loan Documents as are
delegated to the Administrative Agent under such agreements and to exercise such powers as are
reasonably incidental thereto. Without limiting the foregoing, each Lender hereby authorizes the
Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan
Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies
that the Administrative Agent may have under such Loan Documents.



     (b) As to any matters not expressly provided for by this Agreement and the other Loan
Documents, (including enforcement or collection), the Agents shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and shall be
fully protected in so acting or refraining from acting) upon the instructions in the case of the
Administrative Agent, the Requisite Lenders (or, where required by the express terms of this
Agreement, a greater proportion of the Requisite Lenders), and such instructions shall be binding
upon all Lenders; provided, however, that no Agent shall be required to take any action that (i)
such Agent in good faith believes exposes it to personal liability unless such Agent receives an
indemnification satisfactory to it from the applicable Lenders and, if applicable, the Issuers with
respect to such action or (ii) is contrary to this Agreement or any applicable Requirement of Law.
Each Agent agrees to give to each applicable Lender and, if applicable, the Issuer prompt notice of
each notice given to it by any Loan Party pursuant to the terms of this Agreement or the other Loan
Documents.



     (c) In performing its functions and duties hereunder and under the other Loan Documents, each
Agent is acting solely on behalf of (i) the applicable Lenders and (ii) in the case of the
Administrative Agent, the Issuers and the Secured Parties. No Agent assumes, or shall be deemed to
have assumed, any obligation other than as expressly set forth herein and in the other Loan
Documents or any other relationship as the agent, fiduciary or trustee of or for any Lender,
Issuer, Secured Party or holder of any other Obligation. Each Agent may perform any of their
duties under any Loan Document by or through their agents or employees.



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     (d) Duties of the Syndication Agent. Notwithstanding anything to the contrary contained in
this Agreement, the Syndication Agent is a Lender designated as “Syndication Agent” for title
purposes only and in such capacity shall have no obligations or duties whatsoever under this
Agreement or any other Loan Document to any Loan Party, any Lender or any Issuer and shall have no
rights separate from its rights as a Lender except as expressly provided in this Agreement.



     (e) Duties of the Documentation Agent. Notwithstanding anything to the contrary contained in
this Agreement, the Documentation Agent is a Lender designated as “Documentation Agent” for title
purposes only and in such capacity shall have no obligations or duties whatsoever under this
Agreement or any other Loan Document to any Loan Party, any Lender or any Issuer and shall have no
rights separate from its rights as a Lender except as expressly provided in this Agreement.



     Section 10.2 Agent’s Reliance, Etc.



     None of the Agents, any of their Affiliates or any of their respective directors, officers,
agents or employees shall be liable for any action taken or omitted to be taken by it, him, her or
them under or in connection with this Agreement or the other Loan Documents, except for its, his,
her or their own gross negligence or willful misconduct. Without limiting the foregoing, each of
the Agents (a) may treat the payee of any Note as its holder until such Note has been assigned in
accordance with Section 11.2 (Assignments and Participations), (b) may rely on the Register to the
extent set forth in Section 11.2(c) (Assignments and Participations), (c) may consult with legal
counsel (including counsel to the Borrowers or any other Loan Party), independent public
accountants and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants
or experts, (d) makes no warranty or representation to any Lender or Issuer and shall not be
responsible to any Lender or Issuer for any statements, warranties or representations made by or on
behalf of any of the Borrowers or any of its Subsidiaries in or in connection with this Agreement
or any other Loan Document, (e) shall not have any duty to ascertain or to inquire either as to the
performance or observance of any term, covenant or condition of this Agreement or any other Loan
Document, as to the financial condition of any Loan Party or as to the existence or possible
existence of any Default or Event of Default, (f) shall not be responsible to any Lender or Issuer
for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or
the attachment, perfection or priority of any Lien created or purported to be created under or in
connection with, this Agreement, any other Loan Document or any other instrument or document
furnished pursuant hereto or thereto and (g) shall incur no liability under or in respect of this
Agreement or any other Loan Document by acting upon any notice, consent, certificate or other
instrument or writing (which writing may be a telecopy or electronic mail) or any telephone message
believed by it to be genuine and signed or sent by the proper party or parties.



     Section 10.3 Posting of Approved Electronic Communications



     (a) Each of the Lenders, the Issuers, Holdings and the Borrowers agrees, and Holdings and the
Borrowers shall cause each of their Subsidiaries to agree, that each Agent may, but shall not be
obligated to, make the Approved Electronic Communications available to the Lenders and Issuers by
posting such Approved Electronic Communications on “e-Disclosure,” such Agents’ internet delivery
system that is part of Fixed Income Direct, Global Fixed Income’s



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primary web portal, IntralinksTM or any successor electronic platform chosen by such Agent to
be its internet delivery system (the “Approved Electronic Platform”).



     (b) Although the Approved Electronic Platform and its primary web portal are secured with
generally-applicable security procedures and policies implemented or modified by the applicable
Agent from time to time (including, as of the Effective Date, a dual firewall and a User
ID/Password Authorization System) and the Approved Electronic Platform is secured through a
single-user-per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lenders, the Issuers, Holdings and the Borrowers
acknowledges and agrees, and Holdings and the Borrowers shall cause each of their Subsidiaries to
acknowledge and agree, that the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such
distribution. In consideration for the convenience and other benefits afforded by such
distribution and for the other consideration provided hereunder, the receipt and sufficiency of
which is hereby acknowledged, each of the Lenders, the Issuers, Holdings and the Borrowers hereby
approves, and Holdings and the Borrowers shall cause each of their Subsidiaries to approve,
distribution of the Approved Electronic Communications through the Approved Electronic Platform and
understands and assumes, and Holdings and the Borrowers shall cause each of their Subsidiaries to
understand and assume, the risks of such distribution; provided, however, that such understanding
and assumption of risk shall not relieve any Agent of liability for its own gross negligence or
willful misconduct, as finally determined by a court of competent jurisdiction.



     (c) The Approved Electronic Platform and the Approved Electronic Communications are
provided “as is” and “as available”. None of the Administrative Agent or any of its Affiliates or
any of their respective officers, directors, employees, agents, advisors or representatives (the
“Agent Affiliates”) warrants the accuracy, adequacy or completeness of the Approved Electronic
Communications or the Approved Electronic Platform and each expressly disclaims liability for
errors or omissions in the Approved Electronic Platform and the Approved Electronic Communications.
No warranty of any kind, express, implied or statutory, including, without limitation, any
warranty of merchantability, fitness for a particular purpose, non-infringement of third party
rights or freedom from viruses or other code defects, is made by the Agent Affiliates in connection
with the Approved Electronic Platform or the Approved Electronic Communications.



     (d) Each of the Lenders, the Issuers, Holdings and the Borrowers agrees, and Holdings and the
Borrowers shall cause each of their Subsidiaries to agree, that each Agent may, but (except as may
be required by applicable law) shall not be obligated to, store the Approved Electronic
Communications on the Approved Electronic Platform in accordance with such Agent’s
generally-applicable document retention procedures and policies.



     Section 10.4 The Agents Individually



     With respect to its Ratable Portion, each Agent shall have and may exercise the same rights
and powers hereunder and is subject to the same obligations and liabilities as and to the extent
set forth herein for any other Lender. The terms “Lenders”, “Revolving Credit Lenders”, “Term Loan
Lenders”, “Requisite Lenders”, “Requisite Revolving Credit Lenders”, “Synthetic L/C Lenders” and
any similar terms shall, unless the context clearly otherwise



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indicates, include, without limitation, each Agent in its individual capacity as a Lender,
Revolving Credit Lender, Term Loan Lender, Synthetic L/C Lender, or as one of the Requisite
Lenders, Requisite Revolving Credit Lenders, Requisite Term Loan Lender or Requisite Synthetic L/C
Lenders. Each Agent and each of its Affiliates may accept deposits from, lend money to, and
generally engage in any kind of banking, trust or other business with, any Loan Party as if such
Agent were not acting as an Agent.



     Section 10.5 Lender Credit Decision



     Each Lender and each Issuer acknowledges that it shall, independently and without reliance
upon the Administrative Agent or any other Lender, conduct its own independent investigation of the
financial condition and affairs of the Borrowers and each other Loan Party in connection with the
making and continuance of the Loans and with the issuance of the Letters of Credit. Each Lender
and each Issuer also acknowledges that it shall, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and other Loan Documents. Except for the documents expressly required
by any Loan Document to be transmitted by the Administrative Agent to the Lenders or the Issuers,
the Administrative Agent shall not have any duty or responsibility to provide any Lender or any
Issuer with any credit or other information concerning the business, prospects, operations,
property, financial or other condition or creditworthiness of any Loan Party or any Affiliate of
any Loan Party that may come into the possession of the Administrative Agent or any Affiliate
thereof or any employee or agent of any of the foregoing.



     Section 10.6 Indemnification



     Each Lender agrees to indemnify each Agent and each of its Affiliates, and each of their
respective directors, officers, employees, agents and advisors (to the extent not reimbursed by the
Borrowers), from and against such Lender’s aggregate Ratable Portion of the Facilities of any and
all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses and disbursements (including fees, expenses and disbursements of financial and legal
advisors) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted
against, such Agent or any of its Affiliates, directors, officers, employees, agents and advisors
in any way relating to or arising out of this Agreement or the other Loan Documents or any action
taken or omitted by such Agent under this Agreement or the other Loan Documents; provided, however,
that no Lender shall be liable for that portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s
or such Affiliate’s gross negligence or willful misconduct. Without limiting the foregoing, each
Lender agrees to reimburse each Agent promptly upon demand for its Ratable Portion of any
out-of-pocket expenses (including fees, expenses and disbursements of financial and legal advisors)
incurred by such Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal proceedings or
otherwise) of, or legal advice in respect of its rights or responsibilities under, this Agreement
or the other Loan Documents, to the extent that such Agent is not reimbursed for such expenses by
the Borrowers or another Loan Party.



     Section 10.7 Successor Administrative Agent



     The Administrative Agent may resign at any time by giving written notice thereof to the
Lenders and the Borrowers. Upon any such resignation, the Requisite Lenders



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shall have the right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Requisite Lenders, and shall have accepted
such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of
resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, selected from among the Lenders. In either case, such appointment
shall be subject to the prior written approval of the Borrowers (which approval may not be
unreasonably withheld and shall not be required upon the occurrence and during the continuance of
an Event of Default). Upon the acceptance of any appointment as Administrative Agent by a
successor Administrative Agent, such successor Administrative Agent shall succeed to, and become
vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent,
and the retiring Administrative Agent shall be discharged from its duties and obligations under
this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such
action as may be reasonably necessary to assign to the successor Administrative Agent its rights as
Administrative Agent under the Loan Documents. After such resignation, the retiring Administrative
Agent shall continue to have the benefit of this Article X as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.



     Section 10.8 Concerning the Collateral and the Collateral Documents



     (a) Each Lender and each Issuer agrees that any action taken by the Administrative Agent or
the Requisite Lenders (or, where required by the express terms of this Agreement, a greater
proportion of the Requisite Lenders) in accordance with the provisions of this Agreement or of the
other Loan Documents, and the exercise by the Administrative Agent or the Requisite Lenders (or,
where so required, such greater proportion of Requisite Lenders) of the powers set forth herein or
therein, together with such other powers as are reasonably incidental thereto, shall be authorized
and binding upon all of the Lenders. Each Lender and each Issuer agrees that any action taken by
the Administrative Agent in accordance with the provisions of this Agreement or of the other Loan
Documents, and the exercise by the Administrative Agent of the powers set forth herein or therein,
together with such other powers as are reasonably incidental thereto, shall be authorized and
binding upon all of the Lenders, the Issuers and the other Secured Parties. Without limiting the
generality of the foregoing, the Administrative Agent shall have the sole and exclusive right and
authority to (i) act as the disbursing and collecting agent for the Lenders and the Issuers with
respect to all payments and collections arising in connection with the Collateral and with the
Collateral Documents, (ii) execute and deliver each Collateral Document and accept delivery of each
such agreement delivered by each of the Borrowers or any of its Subsidiaries, (iii) act as
collateral agent for the Lenders, the Issuers and the other Secured Parties for purposes of the
perfection of all security interests and Liens created by such agreements and all other purposes
stated therein, provided, however, that the Administrative Agent hereby appoints, authorizes and
directs each other Agent and each Lender and Issuer to act as collateral sub-agent for the Agents,
the Lenders, the Issuers and the other Secured Parties for purposes of the perfection of all
security interests and Liens with respect to the Borrowers’ and their respective Subsidiaries’
respective Deposit Accounts maintained with, and cash and Cash Equivalents held by, such Lender or
such Issuer, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such action as
is necessary or desirable to maintain the perfection and priority of the security interests and
Liens created or purported to be created by the Collateral Documents and (vi) except as may be
otherwise specifically restricted by the terms hereof or of any other Loan Document, exercise all
remedies given to the Agents, the Lenders, the Issuers and



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the other Secured Parties with respect to the Collateral under the Loan Documents relating
thereto, applicable law or otherwise.



     (b) Each of the Lenders and the Issuers hereby consents to the release and hereby directs, in
accordance with the terms hereof, the Administrative Agent to release (or, in the case of clause
(ii) below, release or subordinate) any Lien held by the Administrative Agent for the benefit of
the Lenders and the Issuers against any of the following:




     (i) all of the Collateral and all Loan Parties, upon termination of the Commitments
and payment and satisfaction in full of all Loans, all Reimbursement Obligations and all
other Obligations that the Administrative Agent has been notified in writing are then due
and payable (and, in respect of contingent Revolving Letter of Credit Obligations, with
respect to which cash collateral has been deposited or a back-up letter of credit has been
issued, in either case in the appropriate currency and on terms satisfactory to the
Administrative Agent and the applicable Issuers);




     (ii) any assets that are subject to a Lien permitted by Section 8.2(d) or (e) (Liens,
Etc.); and




     (iii) any part of the Collateral sold or disposed of by a Loan Party if such sale or
disposition is permitted by this Agreement (or permitted pursuant to a waiver of or consent
to a transaction otherwise prohibited by this Agreement).



     Section 10.9 Collateral Matters Relating to Related Obligations



     The benefit of the Loan Documents and of the provisions of this Agreement relating to the
Collateral shall extend to and be available in respect of any Secured Obligation arising under any
Hedging Contract or Cash Management Obligation or that is otherwise owed to Persons other than the
Agents, the Lenders and the Issuers (collectively, “Related Obligations”) solely on the condition
and understanding, as among the Agents and all Secured Parties, that (a) the Related Obligations
shall be entitled to the benefit of the Loan Documents and the Collateral to the extent expressly
set forth in this Agreement and the other Loan Documents and to such extent the Administrative
Agent shall hold, and have the right and power to act with respect to, the Guaranty and the
Collateral on behalf of and as agent for the holders of the Related Obligations, but the
Administrative Agent is otherwise acting solely as agent for the Lenders and the Issuers and shall
have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or other obligation
whatsoever to any holder of Related Obligations, (b) all matters, acts and omissions relating in
any manner to the Guaranty, the Collateral, or the omission, creation, perfection, priority,
abandonment or release of any Lien, shall be governed solely by the provisions of this Agreement
and the other Loan Documents and no separate Lien, right, power or remedy shall arise or exist in
favor of any Secured Party under any separate instrument or agreement or in respect of any Related
Obligation, (c) each Secured Party shall be bound by all actions taken or omitted, in accordance
with the provisions of this Agreement and the other Loan Documents, by the Administrative Agent and
the Requisite Lenders (or such lower or higher proportion of Lenders as required hereby), each of
whom shall be entitled to act at its sole discretion and exclusively in its own interest given its
own Commitments and its own interest in the Loans, Letter of Credit Obligations and other
Obligations to it arising under this Agreement or the other Loan Documents, without any duty or
liability to any other Secured Party or as to any Related Obligation and without regard to whether
any Related Obligation remains outstanding or is deprived of the benefit of the Collateral or
becomes unsecured or is otherwise affected or put in



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jeopardy thereby, (d) no holder of Related Obligations and no other Secured Party (except the
Agents, the Lenders and the Issuers, to the extent set forth in this Agreement) shall have any
right to be notified of, or to direct, require or be heard with respect to, any action taken or
omitted in respect of the Collateral or under this Agreement or the Loan Documents and (e) no
holder of any Related Obligation shall exercise any right of setoff, banker’s lien or similar right
except as expressly provided in Section 11.7 (Right of Set-off) and then only to the extent such
right is exercised in compliance with Section 11.8 (Sharing of Payments, Etc.).



ARTICLE XI




Miscellaneous




     Section 11.1 Amendments, Waivers, Etc.



     (a) Except as expressly provided otherwise in this Agreement, no amendment or waiver of any
provision of this Agreement or any other Loan Document nor consent to any departure by any Loan
Party therefrom shall in any event be effective unless the same shall be in writing and signed by
the Requisite Lenders (or by the Administrative Agent with the consent of the Requisite Lenders)
and, in the case of any amendment, by the Borrowers, and then any such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and signed by each Lender
directly affected thereby, in addition to the Requisite Lenders (or the Administrative Agent with
the consent thereof), do any of the following:




     (i) waive any condition specified in Section 3.1 (Conditions Precedent to Initial
Loans and Letters of Credit) or Section 3.2(b) (Conditions Precedent to Each Loan and
Letter of Credit), except with respect to a condition based upon another provision hereof,
the waiver of which requires only the concurrence of the Requisite Lenders and, in the case
of the conditions specified in Section 3.1 (Conditions Precedent to Initial Loans and
Letters of Credit), subject to the provisions of Section 3.3 (Determinations of Initial
Borrowing Conditions);




     (ii) increase the Commitment of such Lender or subject such Lender to any additional
obligation;




     (iii) extend the scheduled final maturity of any Loan owing to such Lender, or waive,
reduce or postpone any scheduled date fixed for the payment or reduction of principal of
any such Loan (it being understood that Section 2.10 (Mandatory Prepayments) does not
provide for scheduled dates fixed for payment) or for the reduction of such Lender’s
Commitment;




     (iv) reduce the principal amount of any Loan or Reimbursement Obligation owing to such
Lender (other than by the payment or prepayment thereof);




     (v) reduce the rate of interest on any Loan or Reimbursement Obligation outstanding to
such Lender or any fee or premium payable to such Lender;




     (vi) postpone any scheduled date fixed for payment of such interest or fees owing to
such Lender;



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     (vii) change the aggregate Ratable Portions of Lenders required for any or all Lenders
to take any action hereunder;




     (viii) release all or substantially all of the Collateral except as provided in
Section 10.8(b) (Concerning the Collateral and the Collateral Documents) or release the
Borrowers from its payment obligation to such Lender under this Agreement or the Revolving
Credit Notes owing to such Lender (if any) or release any Guarantor from its obligations
under the Guaranty except in connection with the sale or other disposition of a Subsidiary
Guarantor (or all or substantially all of the assets thereof) permitted by this Agreement
(or permitted pursuant to a waiver or consent of a transaction otherwise prohibited by this
Agreement);




     (ix) expressly subordinate any of the Secured Obligations or any Liens securing any of
the Secured Obligations, except in accordance with this Agreement;




     (x) amend the Collateral Sharing Agreement, Section 10.8(b) (Concerning the Collateral
and the Collateral Documents), this Section 11.1, Section 11.8 (Sharing of Payments, Etc.)
or the definition of the terms “Requisite Lenders,” “Requisite Revolving Credit Lenders,”
or “Ratable Portion”;




     (xi) amend the provisions of Section 2.14(f) or Section 2.14(g) (Payments and
Computations);



and provided, further, that (A) no amendment, supplement or modification of the application of
payments to the Term Loan pursuant to Section 2.10 (Mandatory Prepayments) shall be effective
without the consent of the Requisite Term Loan Lenders, (B) no amendment, supplement or
modification of the application of payments to the Revolving Loans pursuant to Section 2.10
(Mandatory Prepayments) or the reduction of the Revolving Credit Commitments pursuant to Section
2.6(b) shall be effective without the consent of the Requisite Revolving Credit Lenders, (C) no
amendment, supplement or modification of the application of payments to the Synthetic Letters of
Credit pursuant to Section 2.10 (Mandatory Prepayments) shall be effective without the consent of
the Requisite Synthetic L/C Lenders, (D) no amendment, supplement or modification of, or waiver or
consent under, any of the Collateral Documents to which the Administrative Agent is a party shall
be effective unless in writing and signed by the Administrative Agent in addition to the Agents and
Lenders required above to take such action, (E) no amendment, waiver or consent shall, unless in
writing and signed by any Special Purpose Vehicle that has been granted an option pursuant to
Section 11.2 (Assignments and Participations) affect the grant or nature of such option or the
right or duties of such Special Purpose Vehicle hereunder, and (F) no amendment, waiver or consent
shall, unless in writing and signed by any Agent, Swing Loan Lender or Issuer in addition to the
Lenders required above to take such action, affect the rights or duties of such Agent, Swing Loan
Lender or Issuer in such capacity, respectively, under this Agreement or the other Loan Documents.
Notwithstanding anything to the contrary set forth herein, the Administrative Agent, with the
consent of the Borrowers, may amend, modify or supplement any Loan Document to cure any ambiguity,
typographical error, defect or inconsistency.



     (b) The Administrative Agent may, but shall have no obligation to, with the written
concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such
Lender. Any waiver or consent shall be effective only in the specific instance and



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for the specific purpose for which it was given. No notice to or demand on the Borrowers in
any case shall entitle the Borrowers to any other or further notice or demand in similar or other
circumstances.



     (c) To the extent (a) the consent of any Lender in its capacity as a Lender, a Revolving
Credit Lender, a Term Loan Lender or a Synthetic L/C Lender, as the case may be, is required, but
not obtained (any such Lender whose consent is not obtained as described in this Section 11.1(c)
being referred to as a “Non-Consenting Lender”) in connection with any proposed amendment,
modification, supplement or waiver (a “Proposed Change”) and (b) the Administrative Agent shall
have consented to such Proposed Change, at the request of the Borrowers and with the consent of the
Administrative Agent (in its sole discretion exercised reasonably), one or more Eligible Assignees
reasonably acceptable to the Administrative Agent (which Eligible Assignee may be the Lender acting
as the Administrative Agent and shall have consented to such Proposed Change) shall have the right
(but not the obligation) to purchase from such Non-Consenting Lender, and such Non-Consenting
Lender shall, upon the request of the Administrative Agent, sell and assign to such Eligible
Assignee all of the applicable Commitments, Loans, Revolving Credit Outstandings and Credit-Linked
Deposit of such Non-Consenting Lender for an amount equal to the principal balance of all
applicable Loans, Revolving Credit Outstandings and Credit-Linked Deposits held by such
Non-Consenting Lender and all accrued and unpaid interest and fees with respect thereto through the
date of such sale and purchase (the “Purchase Amount”); provided, however, that such sale and
purchase (and the corresponding assignment) shall not be effective until (A) the Administrative
Agent shall have received from such Eligible Assignee an agreement in form and substance
satisfactory to the Administrative Agent and the Borrowers whereby such Eligible Assignee shall
agree to be bound by the terms hereof and (B) such Non-Consenting Lender shall have received the
Purchase Amount from such Eligible Assignee. Each Lender agrees that, if it becomes a
Non-Consenting Lender, it shall execute and deliver to the Administrative Agent (x) an Assignment
and Acceptance to evidence such sale and assignment and (y) to the extent the Commitments and Loans
subject to such Assignment and Acceptance are evidenced by a Note or Notes, such Note or Notes;
provided, however, that the failure of any Non-Consenting Lender to execute an Assignment and
Acceptance or deliver such Note or Notes shall not render such sale and purchase (and the
corresponding assignment) invalid.



     Section 11.2 Assignments and Participations



     (a) Each Lender may sell, transfer, negotiate or assign to one or more Eligible Assignees all
or a portion of its rights and obligations hereunder (including all of its rights and obligations
with respect to the Term Loan, the Revolving Loans, the Swing Loans and the Synthetic Letters of
Credit); provided, however, that (i)(A) if any such assignment shall be of the assigning Lender’s
Revolving Credit Outstandings and Revolving Credit Commitments, such assignment shall cover the
same percentage of such Lender’s Revolving Credit Outstandings and Revolving Credit Commitment or
(B) if any such assignment shall be of the assigning Lender’s Term Loan and Term Loan Commitment,
such assignment shall cover the same percentage of such Lender’s Term Loan and Term Loan Commitment
and shall be made pro rata among the Term Loan Facility and the Synthetic L/C Facility, (ii) the
aggregate amount being assigned pursuant to each such assignment (determined as of the date of the
Assignment and Acceptance with respect to such assignment) shall in no event (if less than the
Assignor’s entire interest) be less than $1,000,000 or an integral multiple of $1,000,000 in excess
thereof, except, in either case, (A) with the consent of the Borrowers and the Administrative Agent
or (B) if such



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assignment is being made to a Lender or an Affiliate or Approved Fund of such Lender, and
(iii) if such Eligible Assignee is not, prior to the date of such assignment, a Lender or an
Affiliate or Approved Fund of a Lender, such assignment shall be subject to the prior consent of
the Administrative Agent and in the case of an assignment with respect to a Revolving Loan, and the
Borrowers (which consent shall not be unreasonably withheld or delayed); and provided, further,
that, notwithstanding any other provision of this Section 11.2, the consent of the Borrowers shall
not be required (x) for any assignment occurring when any Event of Default shall have occurred and
be continuing and (y) for any assignment by an Affiliate of the Administrative Agent made within 15
Business Days after the Effective Date of its Commitments held on the Effective Date. Any such
assignment need not be ratable as among the Facilities.



     (b) The parties to each such assignment shall execute and deliver to the Administrative Agent,
for its acceptance and recording in the Register, an Assignment and Acceptance, together with any
Note (if the assigning Lender’s Loans are evidenced by a Note) subject to such assignment. Upon
the execution, delivery, acceptance and recording in the Register of any Assignment and Acceptance
and, other than in respect of assignments made pursuant to Section 2.18 (Substitution of Lenders)
and Section 11.1(c) (Amendments, Waivers, Etc.), the receipt by the Administrative Agent from the
assignee of an assignment fee in the amount of $3,500 from and after the effective date specified
in such Assignment and Acceptance, (i) the assignee thereunder shall become a party hereto and, to
the extent that rights and obligations under the Loan Documents have been assigned to such assignee
pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender, and if
such Lender were an Issuer, of such Issuer hereunder and thereunder, and (ii) the assignor
thereunder shall, to the extent that rights and obligations under this Agreement have been assigned
by it pursuant to such Assignment and Acceptance, relinquish its rights (except for those surviving
the payment in full of the Obligations) and be released from its obligations under the Loan
Documents, other than those relating to events or circumstances occurring prior to such assignment
(and, in the case of an Assignment and Acceptance covering all or the remaining portion of an
assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a
party hereto).



     (c) The Administrative Agent shall maintain at its address referred to in Section 11.9
(Notices, Etc.) a copy of each Assignment and Acceptance delivered to and accepted by it and a
register for the recording of the names and addresses of the Lenders and the Issuers and the
Commitments of and principal amount of the Loans and Letter of Credit Obligations (specifying the
Reimbursement Obligations) owing to each Lender and each Issuer from time to time (the “Register”).
Any assignment pursuant to this Section 11.2 shall not be effective until such assignment is
recorded in the Register. For tax purposes only, the Administrative Agent shall act as the
Borrowers’ agent for purposes of maintaining the Register and such notations of assignment in the
Register, subject to the standard of care set forth in the first sentence of Section 10.2 (Agent’s
Reliance, Etc.). The entries in the Register shall be conclusive and binding for all purposes,
absent manifest error, and the Loan Parties, the Agents, the Lenders and the Issuers shall treat
each Person whose name is recorded in the Register as a Lender or as an Issuer, as the case may be,
for all purposes of this Agreement. The Register shall be available for inspection by the
Borrowers, any Agent or any Lender at any reasonable time and from time to time upon reasonable
prior notice.



     (d) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee, the Administrative Agent shall, if such Assignment and Acceptance has been completed, (i)
accept such Assignment and Acceptance, (ii) record the



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information contained therein in the Register and (iii) give prompt notice thereof to the
Borrowers. Within five Business Days after its receipt of such notice, the Borrowers, at their own
expense, shall, if requested by such assignee, execute and deliver to the Administrative Agent new
Notes to the order of such assignee in an amount equal to the Commitments and Loans assumed by it
pursuant to such Assignment and Acceptance and, if the assigning Lender has surrendered any Note
for exchange in connection with the assignment and has retained Commitments or Loans hereunder, new
Notes to the order of the assigning Lender in an amount equal to the Commitments and Loans retained
by it hereunder. Such new Notes shall be dated the same date as the surrendered Notes and be in
substantially the form of Exhibit B-1 (Form of Revolving Credit Note) or Exhibit B-2 (Form of Term
Loan Note) , as applicable.



     (e) In addition to the other assignment rights provided in this Section 11.2, each Lender may
do each of the following:




     (i) grant to a Special Purpose Vehicle the option to make all or any part of any Loan
that such Lender would otherwise be required to make hereunder and the exercise of such
option by any such Special Purpose Vehicle and the making of Loans pursuant thereto shall
satisfy (once and to the extent that such Loans are made) the obligation of such Lender to
make such Loans thereunder; provided, however, that (x) nothing herein shall constitute a
commitment or an offer to commit by such a Special Purpose Vehicle to make Loans hereunder
and no such Special Purpose Vehicle shall be liable for any indemnity or other Obligation
(other than the making of Loans for which such Special Purpose Vehicle shall have exercised
an option, and then only in accordance with the relevant option agreement) and (y) such
Lender’s obligations under the Loan Documents shall remain unchanged, such Lender shall
remain responsible to the other parties for the performance of its obligations under the
terms of this Agreement and shall remain the holder of the Obligations for all purposes
hereunder; and




     (ii) assign, as collateral any of its rights under this Agreement, whether now owned
or hereafter acquired (including rights to payments of principal or interest on the Loans),
to (A) without notice to or consent of the Administrative Agent or the Borrowers, any
Federal Reserve Bank (pursuant to Regulation A of the Federal Reserve Board) and (B)
without consent of the Administrative Agent or the Borrowers, (1) any holder of, or trustee
for the benefit of, the holders of such Revolving Credit Lender’s Securities and (2) any
Special Purpose Vehicle to which such Revolving Credit Lender has granted an option
pursuant to clause (i) above;


provided, however, that no such assignment or grant shall release such Revolving Credit Lender from
any of its obligations hereunder except as expressly provided in clause (i) above and except, in
the case of a subsequent foreclosure pursuant to an assignment as collateral, if such foreclosure
is made in compliance with the other provisions of this Section 11.2 other than this clause (e) or
clause (f) below. Each party hereto acknowledges and agrees that, prior to the date that is one
year and one day after the payment in full of all outstanding commercial paper or other senior debt
of any such Special Purpose Vehicle, such party shall not institute against, or join any other
Person in instituting against, any Special Purpose Vehicle that has been granted an option pursuant
to this clause (e) any bankruptcy, reorganization, insolvency or liquidation proceeding (such
agreement shall survive the payment in full of the Obligations). The terms of the designation of,
or assignment to, such Special Purpose Vehicle shall not restrict such Lender’s ability to, or
grant such Special Purpose Vehicle the right to, consent to any amendment or waiver to this
Agreement or any other Loan Document or to the departure by the Borrowers from any


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provision of this Agreement or any other Loan Document without the consent of such Special Purpose
Vehicle except, as long as the Administrative Agent and the Lenders, Issuers and other Secured
Parties shall continue to, and shall be entitled to continue to, deal solely and directly with such
Lender in connection with such Lender’s obligations under this Agreement, to the extent any such
consent would reduce the principal amount of, or the rate of interest on, any Obligations, amend
this clause (e) or postpone any scheduled date of payment of such principal or interest. Each
Special Purpose Vehicle shall be subject to the provisions of Section 2.16 and Section 2.17 and of
Section 2.15(d) as if it were such Lender; provided, however, that anything herein to the contrary
notwithstanding, no Borrower shall, at any time, be obligated to make under Section 2.16, Section
2.17 or Section 2.14 to any such Special Purpose Vehicle and any such Lender any payment in excess
of the amount such Borrower would have been obligated to pay to such Lender in respect of such
interest if such Special Purpose Vehicle had not been assigned the rights of such Lender hereunder;
and provided, further, that such Special Purpose Vehicle shall have no direct right to enforce any
of the terms of this Agreement against such Borrower, the Administrative Agent or the other
Lenders.




     (f) Each Lender may sell participations to one or more Persons in or to all or a portion of
its rights and obligations under the Loan Documents (including all its rights and obligations with
respect to the Term Loans, Revolving Loans and Letters of Credit). The terms of such participation
shall not, in any event, require the participant’s consent to any amendments, waivers or other
modifications of any provision of any Loan Documents, the consent to any departure by any Loan
Party therefrom, or to the exercising or refraining from exercising any powers or rights such
Lender may have under or in respect of the Loan Documents (including the right to enforce the
obligations of the Loan Parties), except if any such amendment, waiver or other modification or
consent would (i) reduce the amount, or postpone any date fixed for, any amount (whether of
principal, interest or fees) payable to such participant under the Loan Documents, to which such
participant would otherwise be entitled under such participation or (ii) result in the release of
all or substantially all of the Collateral other than in accordance with Section 10.8(b). In the
event of the sale of any participation by any Lender, (w) such Lender’s obligations under the Loan
Documents shall remain unchanged, (x) such Lender shall remain solely responsible to the other
parties for the performance of such obligations, (y) such Lender shall remain the holder of such
Obligations for all purposes of this Agreement and (z) the Borrowers, the Administrative Agent and
the other Lenders shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement. Each participant shall be subject to
the provisions of Section 2.16 and Section 2.17 and of Section 2.15(d) as if it were a Lender;
provided, however, that anything herein to the contrary notwithstanding, no Borrower shall, at any
time, be obligated to make under Section 2.16 (Capital Adequacy)and Section 2.17 (Taxes) or Section
2.15(d) (Illegality) to the participants in the rights and obligations of any Lender (together with
such Lender) any payment in excess of the amount such Borrower would have been obligated to pay to
such Lender in respect of such interest had such participation not been sold and provided, further,
that such participant in the rights and obligations of such Lender shall have no direct right to
enforce any of the terms of this Agreement against the Borrowers, the Administrative Agent or the
other Lenders.



     (g) Any Issuer may at any time assign its rights and obligations hereunder to any other Lender
by an instrument in form and substance satisfactory to the Borrowers, the Administrative Agent,
such Issuer and such Lender, subject to the provisions under Section 11.2(c) relating to notations
of transfer in the Register. If any Issuer ceases to be a Lender hereunder by virtue of any
assignment made pursuant to this Section 11.2, then, as of the effective



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date of such cessation, such Issuer’s obligations to Issue Letters of Credit pursuant to
Section 2.4 (Letters of Credit) shall terminate and such Issuer shall be an Issuer hereunder only
with respect to outstanding Letters of Credit issued prior to such date.



     (h) For purposes of this Section 11.2, with respect to each Letter of Credit, if an Issuer
transfer its rights with respect to the Borrowers’ Reimbursement Obligation with respect to a
Letter of Credit, such Issuer shall give notice of such transfer to the Administrative Agent for
notation in the Register.



     Section 11.3 German Parallel Debt to the Administrative Agent



     (a) Each of the Loan Parties (for the purpose of this Section 11.3, the “Obligors”) hereby
agree and covenant with the Administrative Agent by way of an abstract acknowledgement of debt that
each of them shall pay to the Administrative Agent sums equal to, and in the currency of, any sums
owing by it to a Secured Party under any Loan Document (for the purpose of this Section 11.3, the
“Principal Obligations”) as and when the same fall due for payment under the relevant Loan Document
(for the purpose of this Section 11.3, the “Parallel Obligations”).



     (b) The Administrative Agent shall have its own independent right to demand payment of the
Parallel Obligations by the Obligors. The rights of the Secured Parties to receive payment of the
Principal Obligations are several from the rights of the Administrative Agent to receive the
Parallel Obligations provided that the payment by an Obligor of its Parallel Obligations to the
Administrative Agent in accordance with this Section 11.3 shall be a good discharge of the
corresponding Principal Obligations and the payment by an Obligor of its corresponding Principal
Obligations in accordance with the provisions of the Loan Documents shall be a valid discharge of
the relevant Parallel Obligations. In the event of a valid discharge of the Principal Obligations,
the Administrative Agent shall not be entitled to further demand payment of the corresponding
Parallel Obligations and such Parallel Obligations shall cease to exist. This shall apply
accordingly in the event of a valid discharge of the Parallel Obligations to the corresponding
Principal Obligations.



     (c) Despite the foregoing, any payment under the Loan Documents shall be made as provided in
and in accordance with this Agreement.



     Section 11.4 Costs and Expenses



     (a) The U.S. Borrower agrees upon demand to pay, or reimburse each Agent for (and, to the
extent directly attributable to the Loans provided to the Luxembourg Borrower, the Luxembourg
Borrower shall jointly and severally with the U.S. be obligated to pay), all of such Agent’s
reasonable and documented out-of-pocket audit, legal, appraisal, valuation, filing, document
duplication and reproduction and investigation expenses and for all other reasonable and documented
costs and expenses of every type and nature (including, without limitation, internal costs of such
Agent incurred on a per diem basis, the reasonable fees, expenses and disbursements of the Agents’
counsel, Weil, Gotshal & Manges LLP, local legal counsel, auditors, accountants, appraisers,
printers, insurance and environmental advisors, and other consultants and agents) incurred by such
Agent in connection with any of the following: (i) the Administrative Agent’s audit and
investigation of the U.S. Borrower or any of its Subsidiaries in connection with the preparation,
negotiation or execution of any Loan Document or the Administrative Agent’s periodic audits of the
U.S. Borrower or any of its Subsidiaries, as the case



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may be, (ii) the preparation, negotiation, execution or interpretation of this Agreement
(including, without limitation, the satisfaction or attempted satisfaction of any condition set
forth in Article III (Conditions To Loans And Letters Of Credit) any Loan Document or any proposal
letter or commitment letter issued in connection therewith, or the making of the Loans hereunder,
(iii) the creation, perfection or protection of the Liens under any Loan Document (including any
reasonable fees, disbursements and expenses for local counsel in various jurisdictions), (iv) the
ongoing administration of this Agreement and the Loans, including consultation with attorneys in
connection therewith and with respect to each Agent’s rights and responsibilities hereunder and
under the other Loan Documents, (v) the protection, collection or enforcement of any Obligation or
the enforcement of any Loan Document, (vi) the commencement, defense or intervention in any court
proceeding relating in any way to the Obligations, any Loan Party, any of the U.S. Borrower’s
Subsidiaries, the Related Documents, this Agreement or any other Loan Document, (vii) the response
to, and preparation for, any subpoena or request for document production with which any Agent is
served or deposition or other proceeding in which such Agent is called to testify, in each case,
relating in any way to the Obligations, any Loan Party, any of the U.S. Borrower’s Subsidiaries,
the Related Documents, this Agreement or any other Loan Document, (viii) any amendment, consent,
waiver, assignment, restatement, or supplement to any Loan Document or the preparation,
negotiation, and execution of the same or (ix) hedging contracts or contracts set forth in Section
2.13(e) (Fees).



     (b) The U.S. Borrower further agrees to pay or reimburse each Agent (and, to the extent
directly attributable to the Loans provided to the Luxembourg Borrower, the Luxembourg Borrower
shall jointly and severally with the U.S. be obligated to pay), Lender and Issuer upon demand for
all reasonable and documented out-of-pocket costs and expenses, including, without limitation,
reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement),
incurred by such Agent, Lender or Issuer in connection with any of the following: (i) in enforcing
any Loan Document or Obligation or any security therefore or exercising or enforcing any other
right or remedy available by reason of an Event of Default, (ii) in connection with any refinancing
or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or in
any insolvency or bankruptcy proceeding, (iii) in commencing, defending or intervening in any
litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal
proceeding relating to the Obligations, any Loan Party, any of the Borrowers’ Subsidiaries and
related to or arising out of the transactions contemplated hereby or by any other Loan Document or
Related Document or (iv) in taking any other action in or with respect to any suit or proceeding
(bankruptcy or otherwise) described in clause (i), (ii) or (iii) above.



     Section 11.5 Indemnities



     (a) The U.S. Borrower agrees to indemnify and hold harmless each Agent, Arranger, Lender and
Issuer and each of their respective Affiliates, and each of the directors, officers, employees,
agents, representative, attorneys, consultants and advisors of or to any of the foregoing
(including those retained in connection with the satisfaction or attempted satisfaction of any
condition set forth in Article III (Conditions To Loans And Letters Of Credit)) (each such Person
being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations,
losses, penalties, actions, judgments, suits, costs, disbursements and expenses of any kind or
nature (including reasonable fees, disbursements and expenses of financial and legal advisors to
any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in
connection with or arising out of any investigation, litigation or proceeding,



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whether or not any such Indemnitee is a party thereto, whether direct, indirect, or
consequential and whether based on any federal, state or local law or other statutory regulation,
securities or commercial law or regulation, or under common law or in equity, or on contract, tort
or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document,
any Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act,
event or transaction related or attendant to any thereof, or the use or intended use of the
proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential
matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the
Borrowers shall not have any obligation under this Section 11.5 to an Indemnitee with respect to
any Indemnified Matter caused by or resulting from the gross negligence or willful misconduct of
that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable
judgment or order. Without limiting the foregoing, “Indemnified Matters” include (i) all
Environmental Liabilities and Costs arising from or connected with the past, present or future
operations of the Borrowers or any of their respective Subsidiaries involving any property subject
to a Collateral Document, or damage to real or personal property or natural resources or harm or
injury alleged to have resulted from any Release of Contaminants on, upon or into such property or
any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial
Action concerning any Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred
in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection
with any other matter under any Environmental Law, including the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state
property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee
pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the
Borrowers or any of their respective Subsidiaries, or the owner, lessee or operator of any property
of the Borrower or any of their respective Subsidiaries by virtue of foreclosure, except, with
respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x)
incurred following foreclosure by any Agent, any Lender or any Issuer, or any Agent, any Lender or
any Issuer having become the successor in interest to the Borrowers or any of their respective
Subsidiaries and (y) attributable solely to acts of such Agent, such Lender or such Issuer or any
agent on behalf of such Agent, such Lender or such Issuer.



     (b) The U.S. Borrower shall indemnify each Agent, the Lenders and each Issuer for, and hold
each Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage
commissions, fees and other compensation made against the Agents, the Lenders and the Issuers for
any broker, finder or consultant with respect to any agreement, arrangement or understanding made
by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions
contemplated by this Agreement.



     (c) The U.S. Borrower, at the request of any Indemnitee, shall have the obligation to defend
against such investigation, litigation or proceeding or requested Remedial Action with legal
counsel of the U.S. Borrower’s choice (which counsel shall be reasonably satisfactory to such
Indemnitee), and the U.S. Borrower, in any event, may participate in the defense thereof with legal
counsel of the U.S. Borrower’s choice. In the event that such Indemnitee requests the U.S.
Borrower to defend against such investigation, litigation or proceeding or requested Remedial
Action, the U.S. Borrower shall promptly do so and, at such Indemnitee’s expense, such Indemnitee
shall have the right to have legal counsel of its choice participate in such defense. No action
taken by legal counsel chosen by such Indemnitee in defending against any such investigation,
litigation or proceeding or requested Remedial Action,



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shall vitiate or in any way impair the U.S. Borrower’s obligation and duty hereunder to
indemnify and hold harmless such Indemnitee.



     (d) The U.S. Borrower agrees that any indemnification or other protection provided to any
Indemnitee pursuant to the Existing Credit Agreement (including pursuant to Section 11.5 thereof)
or any other Loan Document (as defined in the Existing Credit Agreement and each an “Existing Loan
Document”) shall survive the effectiveness of this Agreement and any indemnification or other
protection provided to any Indemnitee pursuant to the Existing Credit Agreement, any other Existing
Loan Document, this Agreement (including pursuant to this Section 11.5) or any other Loan Document
shall (i) survive payment in full of the Obligations and (ii) inure to the benefit of any Person
that was at any time an Indemnitee under the Existing Credit Agreement, any other Existing Loan
Document, this Agreement or any other Loan Document.



     Section 11.6 Limitation of Liability



     (a) The Borrowers agree that no Indemnitee shall have any liability (whether direct or
indirect, in contract, tort or otherwise) to any Loan Party or any of their respective Subsidiaries
or any of their respective equity holders or creditors for or in connection with the transactions
contemplated hereby and in the other Loan Documents and Related Documents, except to the extent any
direct damages (as opposed to special, indirect, consequential or punitive damages (including,
without limitation, any loss of profits, business or anticipated savings)) are determined in a
final non-appealable judgment by a court of competent jurisdiction to have resulted from such
Indemnitee’s gross negligence or willful misconduct. Each of Holdings and the Borrowers hereby
waives, releases and agrees (each for itself and on behalf of its Subsidiaries) not to sue upon any
such claim for any special, indirect, consequential or punitive damages, whether or not accrued and
whether or not known or suspected to exist in its favor.



     (b) IN NO EVENT SHALL ANY AGENT AFFILIATE HAVE ANY LIABILITY TO ANY LOAN PARTY, LENDER, ISSUER
OR ANY OTHER PERSON FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT OR CONTRACT OR OTHERWISE) ARISING OUT OF
ANY LOAN PARTY OR ANY AGENT AFFILIATE’S TRANSMISSION OF APPROVED ELECTRONIC COMMUNICATIONS THROUGH
THE INTERNET OR ANY USE OF THE APPROVED ELECTRONIC PLATFORM, EXCEPT TO THE EXTENT SUCH LIABILITY OF
ANY AGENT AFFILIATE IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT
JURISDICTION TO HAVE RESULTED PRIMARILY FORM SUCH AGENT AFFILIATE’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.



     Section 11.7 Right of Set-off



     Upon the occurrence and during the continuance of any Event of Default each Lender and each
Affiliate of a Lender is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time owing by such Lender or
its Affiliates to or for the credit or the account of a Borrower against any and all of the
Obligations owing by such Borrower now or hereafter existing whether or not such Lender shall have
made any demand under this Agreement or any other Loan Document and even though such Obligations
may be unmatured. Each Lender agrees promptly to notify such



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Borrower after any such set-off and application made by such Lender or its Affiliates;
provided, however, that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of each Lender under this Section 11.7 are in addition to the
other rights and remedies (including other rights of set-off) that such Lender may have.



     Section 11.8 Sharing of Payments, Etc.



     (a) Subject to the Collateral Sharing Agreement, if any Lender obtains any payment (whether
voluntary, involuntary, through the exercise of any right of set-off or otherwise) of the Loans
owing to it, any interest thereon, fees in respect thereof or amounts due pursuant to Section 11.4
(Costs and Expenses) or 11.5 (Indemnities) (other than payments pursuant to Section 2.15 (Special
Provisions Governing Eurocurrency Rate Loan), 2.16 (Capital Adequacy) or 2.17 (Taxes)) or otherwise
receives any Collateral or any “Proceeds” (as defined in the Pledge and Security Agreement) of
Collateral (other than payments pursuant to Section 2.15) or Section 2.17) (in each case, whether
voluntary, involuntary, through the exercise of any right of set-off (including pursuant to Section
11.7 (Right of Set-off) or otherwise) in excess of its Ratable Portion of all payments of such
Obligations obtained by all the Lenders, such Lender (a “Purchasing Lender”) shall forthwith
purchase from the other Lenders (each, a “Selling Lender”) such participations in their Loans or
other Obligations as shall be necessary to cause such Purchasing Lender to share the excess payment
ratably with each of them.



     (b) If all or any portion of any payment received by a Purchasing Lender is thereafter
recovered from such Purchasing Lender, such purchase from each Selling Lender shall be rescinded
and such Selling Lender shall repay to the Purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Selling Lender’s ratable share (according to
the proportion of (i) the amount of such Selling Lender’s required repayment in relation to (ii)
the total amount so recovered from the Purchasing Lender) of any interest or other amount paid or
payable by the Purchasing Lender in respect of the total amount so recovered.



     (c) The applicable Borrower agrees that any Purchasing Lender so purchasing a participation
from a Selling Lender pursuant to this Section 11.8 may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off) with respect to such
participation as fully as if such Lender were the direct creditor of such Borrower in the amount of
such participation.



     Section 11.9 Notices, Etc.



     All notices, demands, requests and other communications provided for in this Agreement shall
be given in writing, or by any telecommunication device capable of creating a written record
(including electronic mail), and addressed to the party to be notified as follows:




	 	(a)	 	if to the Borrowers:






	 	 	 	Hayes-Lemmerz International, Inc.

15300 Centennial Drive 

Northville, Michigan 48168

Attention: General Counsel

Telecopy no: (734) 737-2069

E-Mail Address: pcauley@hayes-lemmerz.com




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     (b) if to any Lender, at its Domestic Lending Office specified opposite its name on Schedule
II (Applicable Lending Offices and Addresses for Notices) or on the signature page of any
applicable Assignment and Acceptance;



     (c) if to any Issuer, at the address set forth under its name on Schedule II (Applicable
Lending Offices and Addresses for Notices);



     (d) if to the Administrative Agent or the Swing Loan Lender:




Citicorp North America, Inc.

388 Greenwich Street, 19th Floor

New York, New York 10013

Attention: Keith Gerding

Telecopy no: (212) 816-2513

E-Mail Address: keith.r.gerding@citigroup.com




with a copy to:




Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153-0119

Attention: Douglas Urquhart, Esq.

Telecopy no: (212) 310-8007

E-Mail Address: douglas.urquhart@weil.com


or at such other address as shall be notified in writing (x) in the case of the Borrowers, the
Agents and the Swing Loan Lender, to the other parties and (y) in the case of all other parties, to
the Borrowers and the Agents. All notices, demands, requests, consents and other communications
described in this Section 11.9 shall be effective (i) if delivered by hand, including any overnight
courier service, upon personal delivery, (ii) if delivered by mail, when deposited in the mails,
(iii) if delivered by posting to an Approved Electronic Platform (to the extent permitted by
Section 10.3 (Posting of Approved Electronic Communications) to be delivered thereunder), an
Internet website or a similar telecommunication device requiring a user prior access to such
Approved Electronic Platform, website or other device (to the extent permitted by Section 10.3
(Posting of Approved Electronic Communications) to be delivered thereunder), when such notice,
demand, request, consent and other communication shall have been made generally available on such
Approved Electronic Platform, Internet website or similar device to the class of Person being
notified (regardless of whether any such Person must accomplish, and whether or not any such Person
shall have accomplished, any action prior to obtaining access to such items, including
registration, disclosure of contact information, compliance with a standard user agreement or
undertaking a duty of confidentiality) and such Person has been notified that such communication
has been posted to the Approved Electronic Platform and (iv) if delivered by electronic mail or any
other telecommunications device, when transmitted to an electronic mail address (or by another
means of electronic delivery) as provided in this Section 11.9; provided, however, that notices and
communications to the Administrative Agent pursuant to Article II (The Facilities) or Article X
(The Agents) shall not be effective until received by the Administrative Agent




     (e) Use of Electronic Platform. Notwithstanding clause (a) and (b) above (unless the
Administrative Agent requests that the provisions of clause (a) and (b) above be followed) and any
other provision in this Agreement or any other Loan Document providing for



130









 






Credit Agreement

HLI Operating Company, Inc.

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





the delivery of any Approved Electronic Communication by any other means the Loan Parties
shall deliver all Approved Electronic Communications to the Administrative Agent by properly
transmitting such Approved Electronic Communications in an electronic/soft medium in a format
acceptable to the Administrative Agent to oploanswebadmin@citigroup.com or such other electronic
mail address (or similar means of electronic delivery) as the Administrative Agent may notify the
Borrowers. Nothing in this clause (e) shall prejudice the right of the Administrative Agent or any
Lender or Issuer to deliver any Approved Electronic Communication to any Loan Party in any manner
authorized in this Agreement or to request that the Borrowers effect delivery in such manner.



     Section 11.10 No Waiver; Remedies



     No failure on the part of any Lender, Issuer or Agent to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of
any such right preclude any other or further exercise thereof or the exercise of any other right.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law.



     Section 11.11 Amendment and Restatement; Binding Effect



     (a) This Agreement shall become effective when it shall have been executed by the Borrowers
and the Administrative Agent, and when the Administrative Agent shall have been notified by each
applicable Lender and, in the case of the Administrative Agent, each Issuer that such Lender or
Issuer has executed it and thereafter shall be binding upon and inure to the benefit of the
Borrowers, each Agent and each Lender and Issuer and, in each case, their respective successors and
assigns; provided, however, that the Borrowers shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the Lenders.



     (b) On the Effective Date, the Existing Credit Agreement shall be amended and restated in its
entirety by this Agreement, and the Existing Credit Agreement shall thereafter be of no further
force and effect, except to evidence (i) the incurrence by the Borrowers of the “Obligations” under
and as defined in the Existing Credit Agreement (whether or not such “Obligations” are contingent
as of the Effective Date) and (ii) the representations and warranties made by the Borrowers prior
to the Effective Date. This Agreement 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.



     (c) The terms and conditions of this Agreement and the Agents’, the Lenders’ and the Issuers’
rights and remedies under this Agreement and the other Loan Documents shall apply to all of the
Obligations incurred under the Existing Credit Agreement and the Notes issued thereunder.



     (d) On and after the Effective Date, (i) all references to the Existing Credit Agreement (or
to any amendment or any amendment and restatement thereof) in the Loan Documents (other than this
Agreement) shall be deemed to refer to the Existing Credit Agreement, as amended and restated
hereby, (ii) all references to any section (or subsection) of the Existing Credit Agreement or in
any Loan Document (but not herein) shall be amended to become, mutatis mutandis, references to the
corresponding provisions of this Agreement and (iii) except as the context otherwise provides, on
or after the Effective Date, all references to this



131









 






Credit Agreement

HLI Operating Company, Inc.

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





Agreement herein (including for purposes of indemnification and reimbursement of fees) shall
be deemed to be reference to the Existing Credit Agreement, as amended and restated hereby.



     (e) This amendment and restatement is limited as written and is not a consent to any other
amendment, restatement or waiver, whether or not similar and, except as expressly provided herein
or in any other Loan Document, all terms and conditions of the Loan Documents remain in full force
and effect unless otherwise specifically amended hereby or any other Loan Document.



     Section 11.12 Governing Law



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



     Section 11.13 Submission to Jurisdiction; Service of Process



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



     (b) The Borrowers hereby irrevocably consent to the service of any and all legal process,
summons, notices and documents in any action or proceeding arising out of or in connection with
this Agreement or any Loan Document by the mailing (by registered or certified mail, postage
prepaid) or delivering of a copy of such process to the Borrowers at their addresses specified in
Section 11.9 (Notices, Etc.). The Borrowers agree that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.



     (c) Nothing contained in this Section 11.13 shall affect the right of any Agent or any Lender
to serve process in any other manner permitted by law or commence legal proceedings or otherwise
proceed against the Borrowers or any other Loan Party in any other jurisdiction.



     (d) If for the purposes of obtaining judgment in any court it is necessary to convert a sum
due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent
that they may effectively do so, that the rate of exchange used shall be that at which in
accordance with normal banking procedures the applicable Agent could purchase Dollars with such
other currency at the spot rate of exchange quoted by such Agent at 12:00 p.m. (New York time) on
the Business Day preceding that on which final judgment is given, for the purchase of Dollars, for
delivery two Business Days thereafter.



132









 






Credit Agreement

HLI Operating Company, Inc.

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




     Section 11.14 Waiver of Jury Trial



     Each of the Agents, the Lenders, the Issuers and the Borrowers irrevocably waives trial by
jury in any action or proceeding with respect to this Agreement or any other Loan Document.



     Section 11.15 Marshaling; Payments Set Aside



     None of the Agents, Lenders, Issuers or any other Secured Parties shall be under any
obligation to marshal any assets in favor of the Borrowers or any other party or against or in
payment of any or all of the Obligations. To the extent that the Borrowers make a payment or
payments to any Agent, Lender, Issuer or any other Secured Party or any such Person receives
payment from the proceeds of the Collateral or exercise their rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a
trustee, receiver or any other party, then to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, right and remedies therefore, shall be
revived and continued in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.



     Section 11.16 Section Titles



     The section titles contained in this Agreement 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. Any reference to the number of a clause, sub-clause or
subsection hereof immediately followed by a reference in parenthesis to the title of the Section
containing such clause, sub-clause or subsection is a reference to such clause, sub-clause or
subsection and not to the entire Section; provided, however, that, in case of direct conflict
between the reference to the title and the reference to the number of such Section, the reference
to the title shall govern absent manifest error. If any reference to the number of a Section (but
not to any clause, sub-clause or subsection thereof) is followed immediately by a reference in
parenthesis to the title of a Section, the title reference shall govern in case of direct conflict
absent manifest error.



     Section 11.17 Execution in Counterparts



     This Agreement 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 signature page of this Agreement
by facsimile transmission shall be as effective as delivery of a manually executed counterpart
hereof. A set of the copies of this Agreement signed by all parties shall be lodged with the
Borrowers and the Agents.



     Section 11.18 Entire Agreement



     This Agreement, together with all of the other Loan Documents and all certificates and
documents delivered hereunder or thereunder, embodies the entire agreement of the parties and
supersedes all prior agreements and understandings relating to the subject matter



133









 






Credit Agreement

HLI Operating Company, Inc.

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





hereof. In the event of any conflict between the terms of this Agreement and any other Loan
Document, the terms of this Agreement shall govern.



     Section 11.19 Confidentiality



     Each Lender and each Agent agree to keep information obtained by it pursuant hereto and the
other Loan Documents confidential in accordance with such Lender’s or such Agent’s, as the case may
be, customary practices and agrees that it shall only use such information in connection with the
transactions contemplated by this Agreement and not disclose any such information other than (a) to
such Lender’s or such Agent’s, as the case may be, employees, representatives, agents and
Affiliates that are or are expected to be involved in the evaluation of such information in
connection with the transactions contemplated by this Agreement and are advised of the confidential
nature of such information, (b) to the extent such information presently is or hereafter becomes
available to such Lender or such Agent, as the case may be, on a non-confidential basis from a
source other than the Borrowers, (c) to the extent disclosure is required by law, regulation or
judicial order or requested or required by bank regulators or auditors or (d) to current or
prospective assignees, participants and Special Purpose Vehicles grantees of any option described
in Section 11.2(f) (Assignments and Participations), in each case, to the extent such assignees,
participants or grantees agree to be bound by the provisions of this Section 11.19.
Notwithstanding any other provision in this Agreement, the Borrowers, Holdings and the Agents
hereby agree that the Borrowers, Holdings and the Agents (and each of their respective employees,
representatives and agents and each of the officers, directors, employees, accountants, attorneys
and other advisors of any of them) may disclose to any and all persons, without limitation of any
kind, the U.S. tax treatment and U.S. tax structure of the Facilities and the transactions
contemplated hereby and all materials of any kind (including opinions and other tax analyses) that
are provided to each of them relating to such U.S. tax treatment and U.S. tax structure.



     Section 11.20 Patriot Act Notice.



     Each Lender subject to the Patriot Act hereby notifies the Borrowers that, pursuant to Section
326 of the Patriot Act, it is required to obtain, verify and record information that identifies the
Borrowers, including the name and address of the Borrowers and other information that will allow
such Lender to identify the Borrowers in accordance with the Patriot Act.



[Signature Pages Follow]




134









 







     In Witness Whereof, the parties hereto have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first above written.



	 	 	 	 	 
	 	 	HLI Operating Company, Inc.,
	 	 	     as U.S. Borrower
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary Findling
	 

	 	 	 	 
	 

	 	 	 	Name: Gary Findling
	 

	 	 	 	Title: Treasurer
	 
	 	 	 	 
	 	 	Hayes Lemmerz Finance LLC — Luxembourg S.C.A.,
	 	 	as Luxembourg Borrower
	 
	 	 	 	 
	 

	 	By:
	 	Hayes Lemmerz Finance LLC
	 	 	Its Managing Shareholder
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary Findling
	 

	 	 	 	 
	 

	 	 	 	Name: Gary Findling
	 

	 	 	 	Title: Treasurer
	 
	 	 	 	 
	 	 	Hayes Lemmerz International, Inc.,
	 	 	     as Holdings
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Gary Findling
	 

	 	 	 	 
	 

	 	 	 	Name: Gary Findling
	 

	 	 	 	Title: Treasurer






[Signature Page to Second Amended and Restated Credit Agreement]




 









 









	 	 	 	 	 
	 	Citicorp North America, Inc.,

     as Agent, Swing Loan Lender, Lender and Issuer

 	 
	 	By:  	/s/ Keith R. Gerding
 	 
	 	 	Name:  	Keith R. Gerding 	 
	 	 	Title:  	Director & Vice President 	 
	 



[Signature Page to Second Amended and Restated Credit Agreement]




 









 









	 	 	 	 	 
	 	Deutsche Bank Securities Inc., 

as Syndication Agent

 	 
	 	By:  	/s/
Bill Frower	 
	 	 	Name:  	Bill Frower	 
	 	 	Title:  	Managing Director	 
	 



[Signature Page to Second Amended and Restated Credit Agreement]




 









 









	 	 	 	 	 
	 	Deutsche Bank AG New York Branch, 

as Lender

 	 
	 	By:  	/s/
Carin Keegan	 
	 	 	Name:  	Carin Keegan	 
	 	 	Title:  	Vice President	 
	 
	 	By:  	/s/
Marguerite Sutton	 
	 	 	Name:  	Marguerite Sutton	 
	 	 	Title:  	Director	 



[Signature Page to Second Amended and Restated Credit Agreement]




 









 









	 	 	 	 	 
	 	UBS Loan Finance LLC,

as Lender

 	 
	 	By:  	/s/
Benjamin Edwards	 
	 	 	Name:  	Benjamin Edwards	 
	 	 	Title:  	Associate Director, banking

Products Services, US	 
	 








	 	 	 	 	 
	 	By:  	/s/
Joselin Fernandes	 
	 	 	Name:  	Joselin Fernandes	 
	 	 	Title:  	Associate Director,

Banking Products Services, US	 
	 






[Signature Page to Second Amended and Restated Credit Agreement]




 









 









	 	 	 	 	 
	 	General Electric Capital Corporation,

as Lender

 	 
	 	By:  	/s/
Rebecca A. Ford 	 
	 	 	Name:  Rebecca A. Ford	 
	 	 	Title:    Duly
Authorized Signatory	 
	 



[Signature Page to Second Amended and Restated Credit Agreement]




 









 









Table of Contents




	 	 	 	 	 
	ARTICLE I DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS
	 	 	2	 
	 
	 	 	 	 
	Section 1.1 Defined Terms
	 	 	2	 
	Section 1.2 Computation of Time Periods
	 	 	37	 
	Section 1.3 Accounting Terms and Principles
	 	 	37	 
	Section 1.4 Certain Terms
	 	 	38	 
	 
	 	 	 	 
	ARTICLE II THE FACILITIES
	 	 	38	 
	 
	 	 	 	 
	Section 2.1 The Commitments
	 	 	38	 
	Section 2.2 Borrowing Procedures
	 	 	39	 
	Section 2.3 Swing Loans
	 	 	41	 
	Section 2.4 Letters of Credit
	 	 	43	 
	Section 2.5 Synthetic Letters of Credit
	 	 	44	 
	Section 2.6 Reduction and Termination of the Revolving Credit Commitments
	 	 	48	 
	Section 2.7 Repayment of Loans
	 	 	48	 
	Section 2.8 Evidence of Debt
	 	 	49	 
	Section 2.9 Optional Prepayments
	 	 	50	 
	Section 2.10 Mandatory Prepayments
	 	 	51	 
	Section 2.11 Interest
	 	 	52	 
	Section 2.12 Conversion/Continuation Option
	 	 	53	 
	Section 2.13 Fees
	 	 	54	 
	Section 2.14 Payments and Computations
	 	 	55	 
	Section 2.15 Special Provisions Governing Eurocurrency Rate Loans
	 	 	58	 
	Section 2.16 Capital Adequacy
	 	 	61	 
	Section 2.17 Taxes
	 	 	61	 
	Section 2.18 Substitution of Lenders
	 	 	64	 
	 
	 	 	 	 
	ARTICLE III CONDITIONS TO LOANS AND LETTERS OF CREDIT
	 	 	66	 
	 
	 	 	 	 
	Section 3.1 Conditions Precedent to Initial Loans and Letters of Credit
	 	 	66	 
	Section 3.2 Conditions Precedent to Each Loan and Letter of Credit
	 	 	70	 
	Section 3.3 Determinations of Initial Borrowing Conditions
	 	 	71	 
	 
	 	 	 	 
	ARTICLE IV REPRESENTATIONS AND WARRANTIES
	 	 	71	 
	 
	 	 	 	 
	Section 4.1 Corporate Existence; Compliance with Law
	 	 	71	 
	Section 4.2 Corporate Power; Authorization; Enforceable Obligations
	 	 	71	 
	Section 4.3 Ownership; Subsidiaries
	 	 	73	 
	Section 4.4 Financial Statements
	 	 	74	 
	Section 4.5 Material Adverse Change
	 	 	75	 
	Section 4.6 Solvency
	 	 	75	 
	Section 4.7 Litigation
	 	 	75	 
	Section 4.8 Taxes
	 	 	75	 
	Section 4.9 Full Disclosure
	 	 	76	 
	Section 4.10 Margin Regulations
	 	 	76	 
	Section 4.11 No Burdensome Restrictions; No Defaults
	 	 	76	 
	Section 4.12 Investment Company Act
	 	 	77	 
	Section 4.13 Use of Proceeds
	 	 	77	 
	Section 4.14 Insurance
	 	 	77	 
	Section 4.15 Labor Matters
	 	 	77	 






i









 






Table of Contents

(Continued)




	 	 	 	 	 
	Section 4.16 ERISA
	 	 	78	 
	Section 4.17 Environmental Matters
	 	 	78	 
	Section 4.18 Intellectual Property
	 	 	79	 
	Section 4.19 Title; Real Property
	 	 	79	 
	Section 4.20 Related Documents
	 	 	80	 
	Section 4.21 Non Emerging Subsidiaries
	 	 	80	 
	 
	 	 	 	 
	ARTICLE V FINANCIAL COVENANTS
	 	 	81	 
	 
	 	 	 	 
	Section 5.1 Financial Covenants
	 	 	81	 
	 
	 	 	 	 
	ARTICLE VI REPORTING COVENANTS
	 	 	83	 
	 
	 	 	 	 
	Section 6.1 Financial Statements
	 	 	84	 
	Section 6.2 Default Notices
	 	 	86	 
	Section 6.3 Litigation
	 	 	86	 
	Section 6.4 Asset Sales
	 	 	86	 
	Section 6.5 Notices under Related Documents
	 	 	86	 
	Section 6.6 SEC Filings; Press Releases
	 	 	86	 
	Section 6.7 Labor Relations
	 	 	86	 
	Section 6.8 Tax Returns
	 	 	87	 
	Section 6.9 Insurance
	 	 	87	 
	Section 6.10 ERISA Matters
	 	 	87	 
	Section 6.11 Environmental Matters
	 	 	87	 
	Section 6.12 Customer Contracts
	 	 	89	 
	Section 6.13 Other Information
	 	 	89	 
	 
	 	 	 	 
	ARTICLE VII AFFIRMATIVE COVENANTS
	 	 	89	 
	 
	 	 	 	 
	Section 7.1 Preservation of Corporate Existence, Etc.
	 	 	89	 
	Section 7.2 Compliance with Laws, Etc.
	 	 	89	 
	Section 7.3 Conduct of Business
	 	 	89	 
	Section 7.4 Payment of Taxes, Etc.
	 	 	90	 
	Section 7.5 Maintenance of Insurance
	 	 	90	 
	Section 7.6 Access
	 	 	90	 
	Section 7.7 Keeping of Books
	 	 	90	 
	Section 7.8 Maintenance of Properties, Etc.
	 	 	91	 
	Section 7.9 Application of Proceeds
	 	 	91	 
	Section 7.10 Environmental
	 	 	91	 
	Section 7.11 Additional Collateral and Guaranties
	 	 	91	 
	Section 7.12 Exchange Rate Fluctuations
	 	 	92	 
	Section 7.13 Post-Closing Covenants
	 	 	92	 
	Section 7.14 Classification of Jurisdictions
	 	 	92	 
	 
	 	 	 	 
	ARTICLE VIII NEGATIVE COVENANTS
	 	 	93	 
	 
	 	 	 	 
	Section 8.1 Indebtedness
	 	 	93	 
	Section 8.2 Liens, Etc.
	 	 	95	 
	Section 8.3 Investments
	 	 	96	 
	Section 8.4 Sale of Assets
	 	 	98	 
	Section 8.5 Restricted Payments
	 	 	99	 






 









 






Table of Contents

(Continued)




	 	 	 	 	 
	Section 8.6 Prepayment and Cancellation of Indebtedness
	 	 	100	 
	Section 8.7 Restriction on Fundamental Changes; Permitted Acquisitions
	 	 	101	 
	Section 8.8 Change in Nature of Business
	 	 	101	 
	Section 8.9 Transactions with Affiliates
	 	 	102	 
	Section 8.10 Limitations on Restrictions on Subsidiary Distributions; No New Negative Pledge
	 	 	102	 
	Section 8.11 Modification of Constituent Documents
	 	 	103	 
	Section 8.12 Modification of Related Documents
	 	 	103	 
	Section 8.13 Accounting Changes; Fiscal Year
	 	 	103	 
	Section 8.14 Margin Regulations
	 	 	103	 
	Section 8.15 Sale/Leasebacks
	 	 	103	 
	Section 8.16 No Speculative Transactions
	 	 	104	 
	Section 8.17 Compliance with ERISA
	 	 	104	 
	 
	 	 	 	 
	ARTICLE IX EVENTS OF DEFAULT
	 	 	104	 
	 
	 	 	 	 
	Section 9.1 Events of Default
	 	 	104	 
	Section 9.2 Remedies
	 	 	106	 
	Section 9.3 Actions in Respect of Letters of Credit
	 	 	107	 
	Section 9.4 Rescission
	 	 	107	 
	 
	 	 	 	 
	ARTICLE X THE AGENT
	 	 	108	 
	 
	 	 	 	 
	Section 10.1 Authorization and Action
	 	 	108	 
	Section 10.2 Agent’s Reliance, Etc.
	 	 	109	 
	Section 10.3 Posting of Approved Electronic Communications
	 	 	110	 
	Section 10.4 The Agents Individually
	 	 	111	 
	Section 10.5 Lender Credit Decision
	 	 	111	 
	Section 10.6 Indemnification
	 	 	111	 
	Section 10.7 Successor Agent
	 	 	112	 
	Section 10.8 Concerning the Collateral and the Collateral Documents
	 	 	112	 
	Section 10.9 Collateral Matters Relating to Related Obligations
	 	 	113	 
	 
	 	 	 	 
	ARTICLE XI MISCELLANEOUS
	 	 	114	 
	 
	 	 	 	 
	Section 11.1 Amendments, Waivers, Etc.
	 	 	114	 
	Section 11.2 Assignments and Participations
	 	 	117	 
	Section 11.3 Costs and Expenses
	 	 	120	 
	Section 11.4 Indemnities
	 	 	121	 
	Section 11.5 Limitation of Liability
	 	 	123	 
	Section 11.6 Right of Set-off
	 	 	123	 
	Section 11.7 Sharing of Payments, Etc.
	 	 	123	 
	Section 11.8 Notices, Etc.
	 	 	124	 
	Section 11.9 No Waiver; Remedies
	 	 	126	 
	Section 11.10 Amendment and Restatement; Binding Effect
	 	 	126	 
	Section 11.11 Governing Law
	 	 	127	 
	Section 11.12 Submission to Jurisdiction; Service of Process
	 	 	127	 
	Section 11.13 Waiver of Jury Trial
	 	 	128	 
	Section 11.14 Marshaling; Payments Set Aside
	 	 	128	 
	Section 11.15 Section Titles
	 	 	128	 






 









 






Table of Contents

(Continued)




	 	 	 	 	 
	Section 11.16 Execution in Counterparts
	 	 	128	 
	Section 11.17 Entire Agreement
	 	 	129	 
	Section 11.18 Confidentiality
	 	 	129	 






Schedules




	 	 	 	 	 
	Schedule I

	 	-
	 	Commitments
	Schedule II

	 	-
	 	Applicable Lending Offices and Addresses for Notices
	Schedule III

	 	-
	 	Mandatory Costs
	Schedule IV

	 	-
	 	Specified Asset Sales
	Schedule V

	 	-
	 	Dormant Subsidiaries
	Schedule 2.4

	 	-
	 	Existing Letters of Credit
	Schedule 3.1(a)(vii)

	 	-
	 	Local Counsel
	Schedule 3.1(a)(x)

	 	-
	 	Foreign Constituent Documents
	Schedule 3.1(j)

	 	-
	 	Intercompany Loan Parties
	Schedule 4.2

	 	-
	 	Consents
	Schedule 4.3

	 	-
	 	Ownership of Subsidiaries
	Schedule 4.7

	 	-
	 	Litigation
	Schedule 4.8

	 	-
	 	Taxes
	Schedule 4.15

	 	-
	 	Labor Matters
	Schedule 4.16(a)

	 	-
	 	List of Plans
	Schedule 4.17

	 	-
	 	Environmental Matters
	Schedule 7.13(a)

	 	-
	 	Post-Closing Covenants — Short Term
	Schedule 7.13(b)

	 	-
	 	Post-Closing Covenants — Long Term
	Schedule 8.1

	 	-
	 	Existing Indebtedness
	Schedule 8.2

	 	-
	 	Existing Liens
	Schedule 8.3(a)

	 	-
	 	Existing Investments
	Schedule 8.3(f)

	 	-
	 	Conditions Precedent to Intercompany Loans
	Schedule 8.10

	 	-
	 	Negative Pledges






 









 






Table of Contents

(Continued)




Exhibits




	 	 	 	 	 
	Exhibit A

	 	-
	 	Form of Assignment and Acceptance
	Exhibit B-1

	 	-
	 	Form of Revolving Credit Note
	Exhibit B-2

	 	-
	 	Form of Term Loan Note
	Exhibit C

	 	-
	 	Form of Notice of Borrowing
	Exhibit D

	 	-
	 	Form of Swing Loan Request
	Exhibit E

	 	-
	 	Form of Letter of Credit Request
	Exhibit F

	 	-
	 	Form of Notice of Conversion or Continuation
	Exhibit G

	 	-
	 	Form of Opinion of Counsel for the Loan Parties
	Exhibit H

	 	-
	 	Form of Guaranty
	Exhibit I

	 	-
	 	Form of Pledge and Security Agreement
	Exhibit J

	 	-
	 	Form of Responsible Officer’s Certificate
	Exhibit K

	 	-
	 	2007 Corporate Restructuring