exv4w1



 





EXHIBIT 4.1




EXECUTION COPY




 





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




€130,000,000




8.25% SENIOR NOTES DUE 2015




 






INDENTURE




Dated as of May 30, 2007




 






U.S. BANK NATIONAL ASSOCIATION,

as Trustee




DEUTSCHE BANK AG, LONDON BRANCH,

as London Paying Agent




 





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page	 
	 
	ARTICLE 1.

	 
	 	 	 	 
	DEFINITIONS AND INCORPORATION BY REFERENCE

	 
	 	 	 	 
	Section 1.01 Definitions
	 	 	1	 
	Section 1.02 Other Definitions
	 	 	32	 
	Section 1.03 Incorporation by Reference of Trust Indenture Act
	 	 	33	 
	Section 1.04 Rules of Construction
	 	 	33	 
	 
	 	 	 	 
	ARTICLE 2.

	 
	 	 	 	 
	THE NOTES

	 
	 	 	 	 
	Section 2.01 Form and Dating
	 	 	34	 
	Section 2.02 Execution and Authentication
	 	 	36	 
	Section 2.03 Registrar, Paying Agents and Transfer Agents
	 	 	37	 
	Section 2.04 Paying Agent to Hold Money in Trust
	 	 	37	 
	Section 2.05 Holder Lists
	 	 	37	 
	Section 2.06 Transfer and Exchange
	 	 	38	 
	Section 2.07 Replacement Notes
	 	 	51	 
	Section 2.08 Outstanding Notes
	 	 	51	 
	Section 2.09 Treasury Notes
	 	 	51	 
	Section 2.10 Temporary Notes
	 	 	52	 
	Section 2.11 Cancellation
	 	 	52	 
	Section 2.12 Defaulted Interest
	 	 	52	 
	Section 2.13 ISINs and Common Codes
	 	 	53	 
	Section 2.14 Special Interest
	 	 	53	 
	Section 2.15 Issuance of Additional Notes
	 	 	53	 
	Section 2.16 Record Date
	 	 	54	 
	 
	 	 	 	 
	ARTICLE 3.

	 
	 	 	 	 
	REDEMPTION AND PREPAYMENT

	 
	 	 	 	 
	Section 3.01 Notices to Trustee
	 	 	54	 
	Section 3.02 Selection of Notes to Be Redeemed
	 	 	54	 
	Section 3.03 Notice of Redemption
	 	 	55	 
	Section 3.04 Effect of Notice of Redemption
	 	 	56	 
	Section 3.05 Deposit of Redemption Price
	 	 	56	 
	Section 3.06 Notes Redeemed in Part
	 	 	56	 
	Section 3.07 Optional Redemption
	 	 	56	 
	Section 3.08 Redemption for Taxation Reasons
	 	 	58	 
	Section 3.09 Mandatory Redemption
	 	 	59	 






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	 	 	Page	 
	 
	Section 3.10 Offers To Purchase
	 	 	59	 
	 
	 	 	 	 
	ARTICLE 4.

	 
	 	 	 	 
	COVENANTS

	 
	 	 	 	 
	Section 4.01 Payment of Notes
	 	 	62	 
	Section 4.02 Maintenance of Office or Agency
	 	 	62	 
	Section 4.03 Reports
	 	 	63	 
	Section 4.04 Compliance Certificate
	 	 	63	 
	Section 4.05 Taxes
	 	 	64	 
	Section 4.06 Stay, Extension and Usury Laws
	 	 	64	 
	Section 4.07 Corporate Existence
	 	 	64	 
	Section 4.08 Payments for Consent
	 	 	64	 
	Section 4.09 Incurrence of Debt
	 	 	65	 
	Section 4.10 Restricted Payments
	 	 	68	 
	Section 4.11 Liens
	 	 	70	 
	Section 4.12 Issuance or Sale of Stock of Restricted Subsidiaries
	 	 	70	 
	Section 4.13 Asset Sales
	 	 	71	 
	Section 4.14 Restrictions on Distributions from Restricted Subsidiaries
	 	 	73	 
	Section 4.15 Transactions with Affiliates
	 	 	75	 
	Section 4.16 Sale and Leaseback Transactions
	 	 	76	 
	Section 4.17 Designation of Restricted and Unrestricted Subsidiaries
	 	 	77	 
	Section 4.18 Repurchase at the Option of Holders upon a Change of Control
	 	 	79	 
	Section 4.19 Future Guarantors
	 	 	79	 
	Section 4.20 Additional Amounts
	 	 	80	 
	 
	 	 	 	 
	ARTICLE 5.

	 
	 	 	 	 
	SUCCESSORS

	 
	 	 	 	 
	Section 5.01 Merger, Consolidation or Sale of Assets of the Issuer and Guarantors
	 	 	82	 
	Section 5.02 Successor Corporation Substituted
	 	 	84	 
	 
	 	 	 	 
	ARTICLE 6.

	 
	 	 	 	 
	DEFAULTS AND REMEDIES

	 
	 	 	 	 
	Section 6.01 Events of Default
	 	 	85	 
	Section 6.02 Acceleration
	 	 	87	 
	Section 6.03 Other Remedies
	 	 	88	 
	Section 6.04 Waiver of Past Defaults
	 	 	88	 
	Section 6.05 Control by Majority
	 	 	88	 
	Section 6.06 Limitation on Suits
	 	 	89	 
	Section 6.07 Rights of Holders to Receive Payment
	 	 	89	 






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	 	 	Page	 
	 
	Section 6.08 Collection Suit by Trustee
	 	 	89	 
	Section 6.09 Trustee May File Proofs of Claim
	 	 	90	 
	Section 6.10 Priorities
	 	 	90	 
	Section 6.11 Undertaking for Costs
	 	 	91	 
	 
	 	 	 	 
	ARTICLE 7.

	 
	 	 	 	 
	TRUSTEE

	 
	 	 	 	 
	Section 7.01 Duties of Trustee
	 	 	91	 
	Section 7.02 Rights of Trustee
	 	 	92	 
	Section 7.03 Individual Rights of Trustee
	 	 	93	 
	Section 7.04 Trustee’s Disclaimer
	 	 	93	 
	Section 7.05 Notice of Defaults
	 	 	94	 
	Section 7.06 Reports by Trustee to Holders
	 	 	94	 
	Section 7.07 Compensation and Indemnity
	 	 	94	 
	Section 7.08 Replacement of Trustee
	 	 	95	 
	Section 7.09 Successor Trustee by Merger, etc.
	 	 	97	 
	Section 7.10 Eligibility; Disqualification
	 	 	97	 
	Section 7.11 Preferential Collection of Claims Against Company
	 	 	97	 
	 
	 	 	 	 
	ARTICLE 8.

	 
	 	 	 	 
	LEGAL DEFEASANCE AND COVENANT DEFEASANCE

	 
	 	 	 	 
	Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance
	 	 	97	 
	Section 8.02 Legal Defeasance and Discharge
	 	 	97	 
	Section 8.03 Covenant Defeasance
	 	 	98	 
	Section 8.04 Conditions to Legal or Covenant Defeasance
	 	 	99	 
	Section 8.05 Deposited Cash and Euro Obligations to Be Held in Trust; Other
Miscellaneous Provisions
	 	 	100	 
	Section 8.06 Repayment to Company
	 	 	101	 
	Section 8.07 Reinstatement
	 	 	101	 
	 
	 	 	 	 
	ARTICLE 9.

	 
	 	 	 	 
	AMENDMENT, SUPPLEMENT AND WAIVER

	 
	 	 	 	 
	Section 9.01 Without Consent of Holders of Notes
	 	 	102	 
	Section 9.02 With Consent of Holders of Notes
	 	 	102	 
	Section 9.03 Compliance with Trust Indenture Act
	 	 	104	 
	Section 9.04 Revocation and Effect of Consents
	 	 	104	 
	Section 9.05 Notation on or Exchange of Notes
	 	 	105	 
	Section 9.06 Trustee to Sign Amendments, etc.
	 	 	105	 






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	 	 	Page	 
	 
	ARTICLE 10.

	 
	 	 	 	 
	GUARANTEES

	 
	 	 	 	 
	Section 10.01 Guarantee
	 	 	105	 
	Section 10.02 Limitation on Guarantor Liability
	 	 	107	 
	Section 10.03 Execution and Delivery of Guarantee
	 	 	108	 
	Section 10.04 Guarantors May Consolidate, etc., on Certain Terms
	 	 	108	 
	Section 10.05 Releases Following Sale of Assets
	 	 	109	 
	 
	 	 	 	 
	ARTICLE 11.

	 
	 	 	 	 
	SATISFACTION AND DISCHARGE

	 
	 	 	 	 
	Section 11.01 Satisfaction and Discharge
	 	 	109	 
	Section 11.02 Deposited Cash and Euro
Obligations to Be Held in Trust;
Other Miscellaneous Provisions
	 	 	110	 
	Section 11.03 Repayment to the Issuer
	 	 	110	 
	 
	 	 	 	 
	ARTICLE 12.

	 
	 	 	 	 
	MISCELLANEOUS

	 
	 	 	 	 
	Section 12.01 Trust Indenture Act Controls
	 	 	111	 
	Section 12.02 Notices
	 	 	111	 
	Section 12.03 Communication by Holders of Notes with Other Holders of Notes
	 	 	113	 
	Section 12.04 Certificate and Opinion as to Conditions Precedent
	 	 	113	 
	Section 12.05 Statements Required in Certificate or Opinion
	 	 	113	 
	Section 12.06 Rules by Trustee and Agents
	 	 	114	 
	Section 12.07 No Personal Liability of Directors, Officers, Employees and Shareholders
	 	 	114	 
	Section 12.08 Governing Law
	 	 	114	 
	Section 12.09 Submission to Jurisdiction; Appointment of Agent for Service of Process
	 	 	114	 
	Section 12.10 Waiver of Jury Trial.
	 	 	115	 
	Section 12.11 No Adverse Interpretation of Other Agreements
	 	 	115	 
	Section 12.12 Successors
	 	 	115	 
	Section 12.13 Severability
	 	 	115	 
	Section 12.14 Counterpart Originals
	 	 	116	 
	Section 12.15 Table of Contents, Headings, etc.
	 	 	116	 
	Section 12.16 Qualification of This Indenture
	 	 	116	 
	Section 12.17 Submission to Jurisdiction; Appointment of Agent for Service
	 	 	116	 
	Section 12.18 Currency Indemnity
	 	 	117	 
	Section 12.19 Currency Calculation
	 	 	117	 
	Section 12.20 Information
	 	 	117	 






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CROSS-REFERENCE TABLE




	 	 	 
	TIA Section Reference	 	Indenture Section
	310(a)(1)
	 	7.10
	(a)(2)
	 	7.10
	(a)(3)
	 	N.A.
	(a)(4)
	 	N.A.
	(a)(5)
	 	7.10
	(b)
	 	7.08, 7.10
	(c)
	 	N.A.
	311(a)
	 	7.11
	(b)
	 	7.11
	(c)
	 	N.A.
	312(a)
	 	2.05
	(b)
	 	12.03
	(c)
	 	12.03
	313(a)
	 	7.06
	(b)(1)
	 	N.A.
	(b)(2)
	 	7.06, 7.07
	(c)
	 	7.06, 12.02
	(d)
	 	7.06
	314(a)
	 	4.03, 4.04, 12.02
	(b)
	 	N.A.
	(c)(1)
	 	12.04
	(c)(2)
	 	12.04
	(c)(3)
	 	N.A.
	(d)
	 	N.A.
	(e)
	 	12.05
	315(a)
	 	7.01
	(b)
	 	7.05, 12.02
	(c)
	 	7.01
	(d)
	 	7.01
	(e)
	 	6.11
	316(a) (last sentence)
	 	2.09
	(a)(1)(A)
	 	6.05
	(a)(1)(B)
	 	6.04
	(a)(2)
	 	N.A.
	(b)
	 	6.07
	317(a)(1)
	 	6.08
	(a)(2)
	 	6.09
	(b)
	 	2.04
	318(a)
	 	12.01






 




N.A. means Not Applicable.



Note: This Cross-Reference Table shall not, for any purpose, be deemed to be part of this
Indenture.




 









 





          This INDENTURE, dated as of May 30, 2007, is entered into by and among Hayes Lemmerz Finance
LLC—Luxembourg S.C.A., a partnership limited by shares (société en commandite par actions) under
the laws of the Grand Duchy of Luxembourg (the “Issuer”), each Guarantor listed on the signature
pages hereto, U.S. Bank National Association, as Trustee (the “Trustee”) and Deutsche Bank AG,
London Branch as London Paying Agent (the “London Paying Agent”).



          The Issuer, the Guarantors and the Trustee agree as follows for the benefit of each other and
for the equal and ratable benefit of the Holders of the 8.25% Senior Notes due June 15, 2015 (the
“Notes”):



ARTICLE 1.




DEFINITIONS AND INCORPORATION BY REFERENCE




Section 1.01 Definitions.




          For all purposes of this Indenture, except as otherwise expressly provided or unless the
context otherwise requires:



          “144A Global Note” means a Global Note in the form of Exhibit A hereto bearing the Global Note
Legend and the Private Placement Legend and deposited with and registered in the name of the
Depositary or its nominee that shall be issued in a denomination equal to the outstanding principal
amount of the Notes sold for initial resale in reliance on Rule 144A.



          “Additional Assets” means:




     (a) any Property (other than cash, Cash Equivalents and securities) owned by Hayes or
any Restricted Subsidiary and used in a Related Business; or




     (b) Capital Stock of a Person that becomes or has become a Restricted Subsidiary as a
result of the acquisition of such Capital Stock by Hayes or another Restricted Subsidiary
from any Person other than Hayes or an Affiliate of Hayes; provided, however, that, in the
case of clause (b), such Restricted Subsidiary is primarily engaged in a Related Business.



          “Additional Notes” means any Notes (other than Initial Notes and Notes issued under Sections
2.06, 2.07, 2.10, 3.06 and 3.10) issued under this Indenture in accordance with Sections 2.02 and
2.15, as part of the same series as the Initial Notes or as an additional series.



          “Affiliate” of any specified Person means:




     (a) any other Person directly or indirectly controlling or controlled by or under
direct or indirect common control with such specified Person, or




     (b) any other Person who is a director or officer of:




     (1) such specified Person,



 









 






     (2) any Subsidiary of such specified Person, or




     (3) any Person described in clause (a) above.



          For the purposes of this definition, “control,” when used with respect to any Person, means
the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling”
and “controlled” have meanings correlative to the foregoing. For purposes of Sections 4.13 and
4.15 and the definition of “Additional Assets” only, “Affiliate” shall also mean any beneficial
owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully
diluted basis) of Hayes or of rights or warrants to purchase such Voting Stock (whether or not
currently exercisable) and any Person who would be an Affiliate of any such beneficial owner
pursuant to the first sentence hereof.



          “Agent” means any Registrar, co-registrar, transfer agent, authenticating agent, Paying Agent
or additional paying agent appointed hereunder.



          “Applicable Procedures” means, with respect to any transfer, redemption or exchange of or for
beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and
Clearstream that apply to such transfer, redemption or exchange.



          “Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of
related sales, leases, transfers, issuances or dispositions) by Hayes or any Restricted Subsidiary,
including any disposition by means of a merger, consolidation or similar transaction (each referred
to for the purposes of this definition as a “disposition”), of:




     (a) any shares of Capital Stock of any Restricted Subsidiary (other than directors’
qualifying shares), or




     (b) any other Property of Hayes or any Restricted Subsidiary outside of the ordinary
course of business of Hayes or such Restricted Subsidiary,


other than,





     (1) any disposition by a Restricted Subsidiary to the Issuer or by Hayes, the Issuer or
a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary,




     (2) any disposition that constitutes a Permitted Investment or Restricted Payment
permitted by Section 4.10,




     (3) any disposition effected in compliance with Section 5.01(a) or (b),




     (4) any disposition in a single transaction or a series of related transactions of
assets for aggregate consideration of less than $5.0 million,




     (5) any disposition of cash or Cash Equivalents, and



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     (6) any sale of accounts receivable and related assets (including contract rights) of
the type specified in the definition of “Qualified Securitization Transaction” to or by a
Securitization Entity for the fair market value thereof.



          “Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of
determination,




     (a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of
Debt represented thereby according to the definition of “Capital Lease Obligations,” and




     (b) in all other instances, the greater of:




     (1) the fair market value of the Property subject to such Sale and Leaseback
Transaction at the time of the consummation thereof, and




     (2) the present value (discounted at the interest rate borne by the Notes,
compounded annually) of the total obligations of the lessee for rental payments
during the remaining term of the lease included in such Sale and Leaseback
Transaction at the time of consummation thereof (including any period for which such
lease has been extended).



          “Average Life” means, as of any date of determination, with respect to any Debt or Preferred
Stock, the quotient obtained by dividing:




     (a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth
of one year) from the date of determination to the dates of each successive scheduled
principal payment of such Debt or redemption or similar payment with respect to such
Preferred Stock multiplied by the amount of such payment by




     (b) the sum of all such payments.



          “Bankruptcy Law” means Title 11, U.S. Code or any similar federal or state law for the relief
of debtors, or the law of any other jurisdiction (including any foreign jurisdiction) relating to
bankruptcy, insolvency, winding up, liquidation, reorganization or relief of debtors.



          “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under
the Exchange Act, except that in calculating the beneficial ownership of any particular “person”
(as such term is used in Section 13(d)(3) of the Exchange Act), such “person” shall be deemed to
have beneficial ownership of all securities that such “person” has the right to
acquire by conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent condition.



          “Board of Directors” means (a) with respect to a corporation, the board of directors of the
corporation; (b) with respect to a partnership (including a societe en commandite par actions), the
member or Board of Directors of the general partner, as the case may be; and



-3-









 







(c) with respect to
any other Person, the board or committee of such Person serving a similar function.



          “Board Resolution” means a copy of a resolution certified by the secretary or an assistant
secretary (or individual performing comparable duties) of the applicable Person to have been duly
adopted by the Board of Directors of such Person and to be in full force and effect on the date of
such certification, and delivered to the Trustee.



          “Bund Rate” means with respect to any redemption date, the mid-market yield, under the heading
which represents the average for the immediately prior week, appearing on the Reuters page
AABBUND01, or its successor, for the maturity corresponding to June 15, 2011 (if no maturity date
is within three months before or after June 15, 2011, yields for the two published maturities most
closely corresponding to June 15, 2011 shall be determined and the Bund yield shall be interpolated
or extrapolated from such yields on a straight line basis, rounding to the nearest month). The
Bund Rate shall be calculated on the third Business Day preceding such redemption date.



          “Business Day” means any day other than a Legal Holiday.



          “Capital Lease Obligations” means any obligation under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt
represented by such obligation shall be the capitalized amount of such obligations determined in
accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent
or any other amount due under such lease prior to the first date upon which such lease may be
terminated by the lessee without payment of a penalty. For purposes of Section 4.11, a Capital
Lease Obligation shall be deemed secured by a Lien on the Property being leased.



          “Capital Stock” means, with respect to any Person, any shares or other equivalents (however
designated) of any class of corporate stock or partnership interests or any other participations,
rights, warrants, options or other interests in the nature of an equity interest in such Person,
including Preferred Stock, but excluding any debt security convertible or exchangeable into such
equity interest.



          “Capital Stock Sale Proceeds” means the aggregate cash proceeds received by Hayes from the
issuance or sale (other than to a Subsidiary of Hayes or an employee stock ownership plan or trust
established by Hayes or any such Subsidiary for the benefit of their employees) by Hayes of its
Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees,
accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage,
consultant and other fees actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.



          “Captive Insurance Subsidiary” means any Wholly Owned Restricted Subsidiary 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, Hayes and its Restricted
Subsidiaries, provided that any such Wholly Owned Restricted Subsidiary shall be funded by Hayes
and its Restricted Subsidiaries in the ordinary course of business solely with



-4-









 







such amounts as are
reasonably necessary to purchase, provide or facilitate insurance consistent with the past practice
of Hayes and its Subsidiaries. In addition, such Wholly Owned Restricted Subsidiary shall satisfy
each of the conditions required for the designation of a Subsidiary as an Unrestricted Subsidiary
as set forth in clauses (i) through (v) of Section 4.17(a) although designation as an Unrestricted
Subsidiary under such Section is not required.



          “Cash Equivalents” means any of the following:




     (a) Investments in Euro Obligations maturing within 365 days of the date of acquisition
thereof;




     (b) Investments in time deposit accounts, certificates of deposit and money market
deposits maturing within 365 days of the date of acquisition thereof issued by a bank or
trust company organized under the laws of the United States of America or any state thereof
having capital, surplus and undivided profits aggregating in excess of $500 million and
whose long-term debt is rated “A-3” or “A-” or higher according to Moody’s or S&P (or such
similar equivalent rating by at least one “nationally recognized statistical rating
organization” (as defined in Rule 436 under the Securities Act));




     (c) repurchase obligations with a term of not more than 30 days for underlying
securities of the types described in clause (a) entered into with:




     (1) a bank meeting the qualifications described in clause (b) above, or




     (2) any primary government securities dealer reporting to the Market Reports
Division of the Federal Reserve Bank of New York;




     (d) Investments in commercial paper, maturing not more than 180 days after the date of
acquisition, issued by a corporation (other than an Affiliate of Hayes) organized and in
existence under the laws of the United States of America with a rating at the time as of
which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or
higher) according to S&P (or such similar equivalent rating by at least one “nationally
recognized statistical rating organization” (as defined in Rule 436 under the Securities
Act));




     (e) direct obligations (or certificates representing an ownership interest in such
obligations) of any state of the United States of America (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of such state is
pledged and which are not callable or redeemable at the issuer’s option, provided that:




     (1) the long-term debt of such state is rated “A-3” or “A-” or higher according
to Moody’s or S&P (or such similar equivalent rating by at least one “nationally
recognized statistical rating organization” (as defined in Rule 436 under the
Securities Act)), and



-5-









 






     (2) such obligations mature within 180 days of the date of acquisition thereof;
and




     (f) in the case of any Foreign Restricted Subsidiary:




     (1) direct obligations of the sovereign nation (or agency thereof) in which
such Foreign Restricted Subsidiary is organized and is conducting business or
obligations fully and unconditionally guaranteed by such sovereign nation (or any
agency thereof),




     (2) investment of the type and maturity described in clauses (a) through (e)
above of foreign obligors, which investments or obligors have ratings described in
such clauses or equivalent ratings from comparable foreign rating agencies, and




     (3) investments of the type and maturity described in clauses (a) through (e)
above of foreign obligors, which investments or obligors are not rated as provided
in such clauses or in (2) above but which are, in the reasonable judgment of the
Issuer, comparable in investment quality to such investments and obligors, provided
that the amount of such investments pursuant to this clause (f)(3) outstanding at
any time shall not exceed $15 million.



          “Change of Control” means the occurrence of any of the following events:




     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act or any successor provisions to either of the foregoing), including any group
acting for the purpose of acquiring, holding, voting or disposing of securities within the
meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the
Permitted Holders, becomes the “beneficial owner” (as defined in Rule l3d-3 under the
Exchange Act, except that a person will be deemed to have “beneficial ownership” of all
            shares that any such person has the right to acquire, whether such right is exercisable
immediately or only after the passage of time), directly or indirectly, of 50% or more of
the total voting power of the Voting Stock of Hayes, HLI Opco or the Issuer (for purposes of
this clause (a), such person or group shall be deemed to beneficially own any Voting Stock
of a corporation held by any other corporation (the “parent corporation”) so long as such
person or group beneficially owns, directly or indirectly, in the aggregate at least a
majority of the total voting power of the Voting Stock of such parent corporation); or




     (b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or
indirectly, of all or substantially all the Property of Hayes, HLI Opco, the Issuer
and their Restricted Subsidiaries, considered as a whole (other than a disposition of
such Property as an entirety or virtually as an entirety to a Wholly Owned Restricted
Subsidiary or one or more Permitted Holders), shall have occurred, or Hayes, HLI Opco or the
Issuer merges, consolidates or amalgamates with or into any other Person (other than one or
more Permitted Holders)



-6-









 







or any other Person (other than one or more Permitted Holders)
merges, consolidates or amalgamates with or into Hayes, HLI Opco or the Issuer in any such
event pursuant to a transaction in which the outstanding Voting Stock of Hayes, HLI Opco or
the Issuer is reclassified into or exchanged for cash, securities or other Property, other
than any such transaction where:




     (1) the outstanding Voting Stock of Hayes, HLI Opco or the Issuer is
reclassified into or exchanged for other Voting Stock of Hayes, HLI Opco or the
Issuer or for Voting Stock of the Surviving Person, and




     (2) the holders of the Voting Stock of Hayes, HLI Opco or the Issuer
immediately prior to such transaction own, directly or indirectly, not less than a
majority of the Voting Stock of Hayes, HLI Opco or the Issuer or the Surviving
Person immediately after such transaction and in substantially the same proportion
as before the transaction; or




     (c) during any period of two consecutive years, individuals who at the beginning of
such period constituted the board of directors of, as relevant, Hayes, HLI Opco or the
Issuer (together with any new directors whose election or appointment by such board or whose
nomination for election by the shareholders of, as relevant, Hayes, HLI Opco or the Issuer
was approved by a vote of not less than a majority of the directors then still in office who
were either directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute at least a majority
of the relevant board of directors then in office; or




     (d) the shareholders of Hayes, HLI Opco or the Issuer shall have approved any plan of
liquidation or dissolution of Hayes, HLI Opco or the Issuer, as applicable.



          “Clearing Agency” means one or more of Euroclear, Clearstream, or the successor of
either of them, in each case acting directly, or through a custodian, nominee or depositary,
as holder of the Global Notes.



          “Clearstream” means Clearstream Banking S.A. société anonyme and any successor thereto.



          “Code” means the U.S. Internal Revenue Code of 1986, as amended.



          “Commodity Price Protection Agreement” means, in respect of a Person, any forward contract,
commodity swap agreement, commodity option agreement or other similar agreement or arrangement
designed to protect such Person against fluctuations in commodity prices.



-7-









 





          “Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:




     (a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters
in respect of which financial statements have been delivered in accordance with the terms of
this Indenture to




     (b) Consolidated Interest Expense for such four fiscal quarters;


provided, however, that:





     (1) if




     (A) since the beginning of such period Hayes or any Restricted Subsidiary has
Incurred any Debt that remains outstanding or Repaid any Debt, or




     (B) the transaction giving rise to the need to calculate the Consolidated
Interest Coverage Ratio is an Incurrence or Repayment of Debt,




Consolidated Interest Expense for such period shall be calculated after giving effect on a
pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on
the first day of such period, provided that the amount of Debt Incurred under revolving
credit facilities shall be deemed to be the average daily balance of such Debt during such
four-quarter period (or any shorter period in which such facilities are in effect) and
provided further, in the event of any such Repayment of Debt, EBITDA for such period shall
be calculated as if Hayes or such Restricted Subsidiary had not earned any interest income
actually earned during such period in respect of the funds used to Repay such Debt, and




     (2) if




     (A) since the beginning of such period Hayes or any Restricted Subsidiary shall
have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted
Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition
of Property which constitutes all or substantially all of an operating unit of a
business,




     (B) the transaction giving rise to the need to calculate the Consolidated
Interest Coverage Ratio is such an Asset Sale, Investment or acquisition, or




     (C) since the beginning of such period any Person (that subsequently became a
Restricted Subsidiary or was merged with or into Hayes or any Restricted Subsidiary
since the beginning of such period) shall have made such an Asset Sale, Investment
or acquisition,



-8-









 






then EBITDA for such period shall be calculated after giving pro forma effect to such Asset
Sale, Investment or acquisition as if such Asset Sale, Investment or acquisition had
occurred on the first day of such period.



          If any Debt bears a floating rate of interest and is being given pro forma effect, the
interest expense on such Debt shall be calculated as if the interest rate in effect for such
floating rate of interest on the date of determination had been the applicable interest rate for
the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such
Interest Rate Agreement has a remaining term in excess of 12 months). In the event the Capital
Stock of any Restricted Subsidiary is sold during the period, Hayes shall be deemed, for purposes
of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to
the extent Hayes and its continuing Restricted Subsidiaries are no longer liable for such Debt
after such sale.



          “Consolidated Interest Expense” means, for any period, the total interest expense of Hayes and
its consolidated Restricted Subsidiaries (net of interest income and payments received in respect
of Interest Rate Agreements), plus, to the extent not included in such total interest expense, and
to the extent Incurred by Hayes or its Restricted Subsidiaries:




     (a) interest expense attributable to leases constituting part of a Sale and Leaseback
Transaction and to Capital Lease Obligations;




     (b) amortization of debt discount and debt issuance cost, including commitment fees;




     (c) capitalized interest;




     (d) non-cash interest expense;




     (e) commissions, discounts and other fees and charges owed with respect to letters of
credit and banker’s acceptance financing;




     (f) costs associated with Interest Rate Agreements (including amortization of fees);




     (g) Disqualified Stock Dividends;




     (h) Preferred Stock Dividends;




     (i) interest Incurred in connection with Investments in discontinued operations;




     (j) interest accruing on any Debt of any other Person to the extent such Debt is
Guaranteed by Hayes or any of its Restricted Subsidiaries; and



-9-









 






     (k) the cash contributions to any employee stock ownership plan or similar trust to the
extent such contributions are used by such plan or trust to pay interest or fees to any
Person (other than Hayes) in connection with Debt Incurred by such plan or trust.



          “Consolidated Net Income” means, for any period, the net income (loss) of Hayes and its
consolidated Restricted Subsidiaries; provided, however, that there shall not be included in such
Consolidated Net Income:




     (a) any net income (loss) of any Person (other than Hayes) if such Person is not a
Restricted Subsidiary, except that:




     (1) subject to the exclusion contained in clause (c) below, equity of Hayes and
its consolidated Restricted Subsidiaries in the net income of any such Person for
such period shall be included in such Consolidated Net Income up to the aggregate
amount of cash distributed by such Person during such period to Hayes or a
Restricted Subsidiary as a dividend or other distribution (subject, in the case of a
dividend or other distribution to a Restricted Subsidiary, to the limitations
contained in clause (b) below), and




     (2) the equity of Hayes and its consolidated Restricted Subsidiaries in a net
loss of any such Person other than an Unrestricted Subsidiary for such period shall
be included in determining such Consolidated Net Income,




     (b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is
subject to restrictions, directly or indirectly, on the payment of dividends or the making
of distributions, directly or indirectly, to Hayes or the Issuer, except that:




     (1) subject to the exclusion contained in clause (c) below, the equity of Hayes
and its consolidated Restricted Subsidiaries in the net income of any such
Restricted Subsidiary for such period shall be included in such Consolidated Net
Income up to the aggregate amount of cash distributed by such Restricted Subsidiary
during such period to Hayes or another Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to another
Restricted Subsidiary, to the limitation contained in this clause), and




     (2) the equity of Hayes and its consolidated Restricted Subsidiaries in a net
loss of any such Restricted Subsidiary for such period shall be included in
determining such Consolidated Net Income,




     (c) any gain or loss realized upon the sale or other disposition of any Property of
Hayes or any of its consolidated Restricted Subsidiaries (including pursuant to any Sale and
Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of
business,




     (d) any extraordinary gain or loss,



-10-









 






     (e) the cumulative effect of a change in accounting principles,




     (f) any non-cash compensation expense realized for grants of performance shares, stock
options or other rights to officers, directors and employees of Hayes or any Restricted
Subsidiary, provided that such shares, options or other rights can be redeemed at the option
of the holder only for Capital Stock of Hayes (other than Disqualified Stock), and




     (g) any non-cash income or expense related to changes in the book value of Capital
Stock of Hayes or its consolidated Restricted Subsidiaries.


Notwithstanding the foregoing, for purposes of Section 4.10 only, there shall be excluded from
Consolidated Net Income any dividends, returns of capital, repayments of loans or advances,
interest or other transfers of Property from Unrestricted Subsidiaries to Hayes or a Restricted
Subsidiary to the extent such dividends, returns, repayments, interest or transfers increase the
amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.




          “Consolidated Net Tangible Assets” means the total assets of Hayes and its Restricted
Subsidiaries, minus intangibles and current liabilities.



          “Corporate Trust Office of the Trustee” shall be at the address of the Trustee specified in
Section 12.02, or such other address as to which the Trustee may give notice to the Issuer.



          “Credit Facilities” means, with respect to Hayes or any Restricted Subsidiary, one or more
debt or commercial paper facilities with banks or other institutional lenders (including the New
Credit Facility) providing for revolving credit loans, term loans, receivables or inventory
financing (including through the sale of receivables or inventory to such lenders or to special
purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or
inventory) or trade or standby letters of credit, in each case together with any Refinancings
(including by means of sales of debt securities to institutional investors) thereof.



          “Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange
contract, currency swap agreement, currency option, forward contract or other similar agreement or
arrangement, in each case, including any Guarantee and collateral documents referred to therein,
designed to protect such Person against fluctuations in currency exchange rates.



          “Custodian” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03(c) as Custodian with respect to the Notes, and any and
all successors thereto appointed as custodian hereunder and having become such pursuant to the
applicable provisions of this Indenture.



-11-









 





          “Debt” means, with respect to any Person on any date of determination (without duplication):




     (a) the principal of and premium (if any) in respect of:




     (1) debt of such Person for money borrowed, and




     (2) debt evidenced by notes, debentures, bonds or other similar instruments for
the payment of which such Person is responsible or liable;




     (b) all Capital Lease Obligations of such Person and all Attributable Debt in respect
of Sale and Leaseback Transactions entered into by such Person;




     (c) all obligations of such Person representing the deferred purchase price of
Property, all conditional sale obligations of such Person and all obligations of such Person
under any title retention agreement (but excluding trade accounts payable arising in the
ordinary course of business);




     (d) all obligations of such Person for the reimbursement of any obligor on any letter
of credit, banker’s acceptance or similar credit transaction (other than obligations with
respect to letters of credit securing obligations (other than obligations described in (a)
through (c) above) entered into in the ordinary course of business of such Person to the
extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such
drawing is reimbursed no later than the third Business Day following receipt by such Person
of a demand for reimbursement following payment on the letter of credit);




     (e) the amount of all obligations of such Person with respect to the Repayment of any
Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock
(but excluding, in each case, any accrued dividends);




     (f) all obligations of the type referred to in clauses (a) through (e) above of other
Persons and all dividends of other Persons for the payment of which, in either case, such
Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise,
including by means of any Guarantee;




     (g) all obligations of the type referred to in clauses (a) through (f) above of other
Persons secured by any Lien on any Property of such Person (whether or not such obligation
is assumed by such Person), the amount of such obligation being deemed to be the lesser of
the fair market value of such Property and the amount of the obligation so secured; and




     (h) to the extent not otherwise included in this definition, Hedging Obligations of
such Person.


The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted
value of such Debt in the case of Debt issued with original issue discount, at such date of all


-12-









 






unconditional obligations as described above and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at such date. The amount
of Debt represented by a Hedging Obligation shall be equal to:





     (1) zero if such Hedging Obligation has been Incurred pursuant to clause (f), (g) or
(h) of the second paragraph of Section 4.09; or




     (2) the notional amount of such Hedging Obligation if not Incurred pursuant to such
clauses.



          “Default” means any event which is, or after notice or passage of time or both would be, an
Event of Default.



          “Definitive Note” means a certificated non-global Note registered in the name of the Holder
thereof and issued in accordance with Section 2.06, in substantially the form of Exhibit A hereto
except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of
Exchanges of Interests in the Global Note” attached thereto.



          “Depositary” means, with respect to the Notes issuable or issued in whole or in part in global
form, the Person specified in Section 2.03 as the Depositary with respect to the Notes, and any and
all successors thereto appointed as depositary hereunder and having become such pursuant to the
applicable provisions of this Indenture.



          “Disqualified Stock” means any Capital Stock of Hayes or any of its Restricted Subsidiaries
that by its terms (or by the terms of any security into which it is convertible or for which it is
exchangeable, in either case at the option of the holder thereof) or otherwise:




     (a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or
otherwise;




     (b) is or may become redeemable or repurchaseable at the option of the holder thereof,
in whole or in part, or




     (c) is convertible or exchangeable at the option of the holder thereof for Debt or
Disqualified Stock,


on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity
of the Notes.




          “Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of Hayes
held by Persons other than a Wholly Owned Restricted Subsidiary. The amount of any such dividend
shall be equal to the quotient of such dividend divided by the difference between one and the
maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then
applicable to Hayes.



-13-









 





          “Distribution Compliance Period” means the 40-day distribution compliance period as defined in
Regulation S.



          “Domestic Restricted Subsidiary” means any Restricted Subsidiary other than (a) a Foreign
Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted Subsidiary.



          “EBITDA” means, for any period, an amount equal to, for Hayes and its consolidated Restricted
Subsidiaries:




     (a) the sum of Consolidated Net Income for such period, plus the following to the
extent reducing Consolidated Net Income for such period:




     (1) amount of any foreign, U.S. Federal, State or local taxes included in
Consolidated Net Income,




     (2) Consolidated Interest Expense,




     (3) depreciation,




     (4) amortization of intangibles,




     (5) any other non-cash items (other than any such non-cash item to the extent
that it represents an accrual of, or reserve for, cash expenditures in any future
period), and




     (6) cash charges of up to $20 million in respect of facility closures and other
restructuring activities; minus




     (b) all non-cash items increasing Consolidated Net Income for such period (other than
any such non-cash item to the extent that it represents a change of an accrual of, or
reserve for, cash expenditures in any future period).


Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation,
amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net
Income to compute EBITDA only to the extent (and in the same proportion) that the net income of
such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a
corresponding amount would be permitted at the date of determination to be dividended to Hayes by
such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules
and governmental regulations applicable to such Restricted Subsidiary or its shareholders.




          “Equity Offering” means a public or private offering of common stock of Hayes other than
common stock registered on Form S-8 or issued to any Subsidiary of Hayes.



          “Euroclear” means Euroclear Bank, S.A./N.V., as operator of the Euroclear systems, and any
successor thereto.



-14-









 





          “Exchange Act” means the Securities Exchange Act of 1934, as amended.



          “Exchange Notes” means the notes issued in exchange for the Initial Notes or any Additional
Notes pursuant to the Registration Rights Agreement.



          “Exchange Offer” has the meaning set forth in a Registration Rights Agreement relating to an
exchange of Notes registered under the Securities Act for Notes not so registered.



          “Exchange Offer Registration Statement” has the meaning set forth in a Registration Rights
Agreement.



          “fair market value” means, with respect to any Property, (a) the price that could be
negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a
willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction
and (b) in the case of any determination of fair market value for purposes of Section 4.10:




     (a) if such Property has a fair market value equal to or less than $5.0 million, by any
Officer of the Managing Shareholder;




     (b) if such Property has a fair market value in excess of $5.0 million, by at least a
majority of the Board of Directors of the Issuer and evidenced by a Board Resolution of the
Issuer, dated within 30 days of the relevant transaction; or




     (c) if such Property has a fair market value in excess of $25 million, by an
Independent Financial Advisor and evidenced by a written opinion from such Independent
Financial Advisor, dated within 30 days of the relevant transaction, and delivered to the
Trustee.



          “Foreign Restricted Subsidiary” means any Restricted Subsidiary which is not organized under
the laws of the United States of America or any State thereof or the District of Columbia and any
direct or indirect Subsidiary of any such Restricted Subsidiary.



          “GAAP” means accounting principles generally accepted in the United States as in effect on the
Issue Date, including those set forth in:




     (a) the opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants;




     (b) the statements and pronouncements of the Financial Accounting Standards Board;




     (c) such other statements by such other entity as approved by a significant segment of
the accounting profession; and




     (d) the rules and regulations of the SEC governing the inclusion of financial
statements (including pro forma financial statements) in periodic reports required to be
filed pursuant to Section 13 of the Exchange Act, including opinions and



-15-









 







pronouncements in staff accounting bulletins and similar written statements from the accounting
staff of the SEC.



          “Global Note Legend” means the legend set forth in Section 2.06(g)(ii), which is required to
be placed on all Global Notes issued under this Indenture.



          “Global Notes” means the global Notes in the form of Exhibit A hereto issued in accordance
with Article 2.



          “Guarantee” means any obligation, contingent or otherwise, of any Person directly or
indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect,
contingent or otherwise, of such Person:




     (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such
Debt of such other Person (whether arising by virtue of partnership arrangements, or by
agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay
or to maintain financial statement conditions or otherwise) or




     (b) entered into for the purpose of assuring in any other manner the obligee against
loss in respect thereof (in whole or in part);


provided, however, that the term “Guarantee” shall not include:





     (1) endorsements for collection or deposit in the ordinary course of business or




     (2) a contractual commitment by one Person to invest in another Person for so long as
such Investment is reasonably expected to constitute a Permitted Investment under clause
(a), (b) or (c) of the definition of “Permitted Investment.”


The term “Guarantee” used as a verb has a corresponding meaning.




          “Guarantor” means Hayes, HLI Opco, each Domestic Restricted Subsidiary (other than Captive
Insurance Subsidiaries, Securitization Entities and two domestic subsidiaries that are owned by
Foreign Restricted Subsidiaries) and any other Person that becomes a Guarantor pursuant to Section
4.19 or that otherwise executes and delivers a supplemental indenture to the Trustee providing for
a Note Guarantee.



          “Hayes” means Hayes Lemmerz International, Inc., a Delaware corporation, the indirect owner of
100% of the common stock of HLI Opco and 100% of the Capital Stock of the Issuer.



          “Hedging Obligation” of any Person means any obligation or liability, direct or indirect,
contingent or otherwise, of such Person in respect of any Interest Rate Agreement, Currency
Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement
or arrangement.



-16-









 





          “HLI Opco” means HLI Operating Company, Inc., a Delaware corporation, the indirect owner of
100% of the Capital Stock of the Issuer.



          “Holder” means a Person in whose name a Note is registered in the Security Register.



          “Incur” means, with respect to any Debt or other obligation of any Person, to create, issue,
incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in
respect of such Debt or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and
“Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in
GAAP that results in an obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further,
however, that any Debt or other obligations of a Person existing at the time such Person becomes a
Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be
Incurred by such Subsidiary at the time it becomes a Subsidiary.



          “Indenture” means this instrument, as originally executed or as it may from time to time be
supplemented or amended in accordance with Article 9.



          “Independent Financial Advisor” means an investment banking firm of national standing or any
third party appraiser of national standing, provided that such firm or appraiser is not an
Affiliate of Hayes.



          “Indirect Participant” means a Person who holds a beneficial interest in a Global Note through
a Participant.



          “Initial Notes” means €130 million aggregate principal amount of Notes issued under this
Indenture on the date hereof.



          “Institutional Accredited Investor” means an institution that is an “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act.



          “Interest Payment Dates” shall have the meaning set forth in paragraph 1 of each Note.



          “Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement or other similar agreement, in each case,
including any Guarantee and collateral documents referred to therein designed to protect such
Person against fluctuations in interest rates.



          “Investment” by any Person means any direct or indirect loan (other than advances to customers
in the ordinary course of business that are recorded as accounts receivable on the balance sheet of
such Person), advance or other extension of credit or capital contribution (by means of transfers
of cash or other Property to others or payments for Property or services



-17-









 







for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any
obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other
securities or evidence of Debt issued by, any other Person. For purposes of Sections 4.10 and 4.17
and the definition of “Restricted Payment,” the term “Investment” shall include the portion
(proportionate to Hayes’ beneficial equity interest in such Subsidiary) of the fair market value of
the net worth of any Subsidiary of Hayes at the time that such Subsidiary is designated an
Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a
Restricted Subsidiary, Hayes shall be deemed to continue to have a permanent “Investment” in an
Unrestricted Subsidiary of an amount (if positive) equal to:




     (a) Hayes’ “Investment” in such Subsidiary at the time of such redesignation, less




     (b) the portion (proportionate to Hayes’ equity interest in such Subsidiary) of the
fair market value of the net assets of such Subsidiary at the time of such redesignation.


In determining the amount of any Investment made by transfer of any Property other than cash, such
Property shall be valued at its fair market value at the time of such Investment.




          “Issue Date” means the date on which the Initial Notes are initially issued.



          “Legal Holiday” means a Saturday, a Sunday or a day on which banking institutions in each of
the City of New York, New York, London, Luxembourg, the city in which the Corporate Trust Office of
the Trustee is located or any other place of payment on the Notes are authorized by law, regulation
or executive order to remain closed.



          “Letter of Transmittal” means the letter of transmittal, or its electronic equivalent in
accordance with the Applicable Procedures, to be prepared by the Issuer and sent to all Holders of
the Initial Notes or any Additional Notes for use by such Holders in connection with an Exchange
Offer.



          “Lien” means, with respect to any Property of any Person, any mortgage or deed of trust,
pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement
(other than any easement not materially impairing usefulness or marketability), encumbrance,
preference, priority or other security agreement or preferential arrangement of any kind or nature
whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional
sale or other title retention agreement having substantially the same economic effect as any of the
foregoing or any Sale and Leaseback Transaction).



          “Managing Shareholder” means Hayes Lemmerz Finance LLC, a Delaware limited liability company
(or any successor thereto) and managing shareholder of the Issuer.



          “Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business
thereof.



-18-









 





          “Net Available Cash” from any Asset Sale means cash payments received therefrom (including any
cash payments received by way of deferred payment of principal pursuant to a note or installment
receivable or otherwise, but only as and when received, but excluding any other consideration
received in the form of assumption by the acquiring Person of Debt or other obligations relating to
the Property that is the subject of such Asset Sale or received in any other non-cash form), in
each case net of:




     (a) all legal, title and recording tax expenses, commissions and other fees and
expenses incurred, and all Federal, state, provincial, foreign and local taxes required to
be accrued as a liability under GAAP, as a consequence of such Asset Sale;




     (b) all payments made on or in respect of any Debt that is secured by any Property
subject to such Asset Sale, in accordance with the terms of the Lien on such Property
securing such Debt, or which must by its terms, or in order to obtain a necessary consent to
such Asset Sale, or by applicable law, be repaid out of the proceeds of such Asset Sale;




     (c) all distributions and other payments required to be made to minority interest
holders in Subsidiaries or joint ventures as a result of such Asset Sale; and




     (d) the deduction of appropriate amounts provided by the seller as a reserve, in
accordance with GAAP, against any liabilities associated with the Property disposed of in
such Asset Sale and retained by Hayes or any Restricted Subsidiary after such Asset Sale.



          “New Credit Facility” means the credit facilities provided under a certain credit agreement
dated on or about the Issue Date among Hayes, HLI Opco, the Issuer, the lenders from time to time
party thereto, Citicorp North America, Inc., as Administrative Agent, and Deutsche Bank Securities
Inc., as Syndication Agent, including any related notes, collateral documents, letters of credit
and documentation and guarantees and any appendices, exhibits or schedules to any of the preceding,
as well as any or all of such agreements (or any other agreement that Refinances any of or all such
agreements), as may be amended, restated, modified or supplemented from time to time, or renewed,
refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with
the original agents and lenders or other agents or lenders.



          “Note Guarantee” means a Guarantee of the Issuer’s obligations with respect to the Notes on
the terms set forth in this Indenture.



          “Obligations” means all obligations for principal, premium, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under the documentation
governing any Debt.



          “Officer” means the Chief Executive Officer, the President, the Chief Financial Officer,
Treasurer or any Vice President of the Managing Shareholder.



-19-









 





          “Officers’ Certificate” means a certificate signed by two Officers, at least one of whom shall
be the principal executive officer or principal financial officer of the Managing Shareholder, and
delivered to the Trustee.



          “Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the
Trustee. The counsel may be an employee of the Managing Shareholder or the Issuer or counsel to
the Issuer or the Trustee.



          “Participant” means, with respect to the Depositary, Euroclear or Clearstream, or a Person who
has an account with the Depositary, Euroclear or Clearstream, respectively.



          “Permitted Holders” means (a) Deutsche Bank Securities Inc. and its Affiliates (only as a
result of Capital Stock acquired through the offering on or about April 25, 2007 by Hayes to
holders of its common stock of non-transferable subscription rights to purchase an aggregate of
55,384,615 shares of Hayes common stock at a subscription price of $3.25 per share) and (b) Silver
Point Capital, L.P. and its Affiliates (only as a result of Capital Stock acquired through such
rights offering). In addition, Hayes shall be a Permitted Holder with respect to HLI Opco and HLI
Opco shall be a Permitted Holder with respect to the Issuer.



          “Permitted Investment” means any Investment by Hayes, the Issuer or any of their Restricted
Subsidiaries in:




     (a) Hayes or any Restricted Subsidiary;




     (b) any Person that will, upon the making of such Investment, become a Restricted
Subsidiary, provided that the primary business of such Restricted Subsidiary is a Related
Business;




     (c) any Person if as a result of such Investment such Person is merged or consolidated
with or into, or transfers or conveys all or substantially all of its Property to, Hayes or
a Restricted Subsidiary, provided that such Person’s primary business is a Related Business;




     (d) Cash Equivalents;




     (e) receivables owing to Hayes or a Restricted Subsidiary, if created or acquired in
the ordinary course of business and payable or dischargeable in accordance with customary
trade terms; provided, however, that such trade terms may include such concessionary trade
terms as Hayes or such Restricted Subsidiary deems reasonable under the circumstances;




     (f) payroll, travel and similar advances to cover matters that are expected at the time
of such advances ultimately to be treated as expenses for accounting purposes and that are
made in the ordinary course of business;



-20-









 






     (g) loans and advances to employees made in the ordinary course of business consistent
with past practices of Hayes or such Restricted Subsidiary, as the case may be, provided
that such loans and advances do not exceed $2.5 million in the aggregate at any one time
outstanding;




     (h) stock, obligations or other securities received in settlement of obligations
created in the ordinary course of business and owing to Hayes or a Restricted Subsidiary or
in satisfaction of judgments;




     (i) any Person to the extent such Investment represents the non-cash portion of the
consideration received in connection with (A) an Asset Sale consummated in compliance with
Section 4.13, or (B) any disposition of Property not constituting an Asset Sale;




     (j) a Securitization Entity or any Investment by a Securitization Entity in any other
Person in connection with a Qualified Securitization Transaction; provided that any
Investment in a Securitization Entity is in the form of a Purchase Money Note, contribution
of additional receivables and related assets or any equity interests;




     (k) Investments made in Permitted Joint Ventures not to exceed $25 million in the
aggregate outstanding at any one time; and




     (l) other Investments made for fair market value that do not exceed $75 million in the
aggregate outstanding at any one time.



          “Permitted Liens” means:




     (a) Liens to secure Debt permitted to be Incurred under clause (b) of the second
paragraph of Section 4.09, Liens to secure obligations with respect to cash management
arrangements entered into in the ordinary course of business, Liens to secure Debt permitted
to be Incurred under clause (f) of the second paragraph of Section 4.09 to the extent they
relate to Debt permitted under clause (b) of the second paragraph of Section 4.09 and Liens
to secure Debt permitted to be Incurred under clauses (g) and (h) of the second paragraph of
Section 4.09;




     (b) Liens to secure Debt permitted to be Incurred under clause (c) of the second
paragraph of Section 4.09, provided that any such Lien may not extend to any Property of
Hayes or any Restricted Subsidiary, other than the Property acquired, constructed or leased
with the proceeds of such Debt and any improvements or accessions to such Property;




     (c) Liens for taxes, assessments or governmental charges or levies on the Property of
Hayes or any Restricted Subsidiary if the same shall not at the time be delinquent or
thereafter can be paid without penalty, or are being contested in good faith and by
appropriate proceedings promptly instituted and diligently concluded, provided that



-21-









 







any reserve or other appropriate provision that shall be required in conformity with
GAAP shall have been made therefor;




     (d) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, materialmen’s
and mechanics’ Liens and other similar Liens, on the Property of Hayes or any Restricted
Subsidiary arising in the ordinary course of business and securing payment of obligations
that are not more than 60 days past due or are being contested in good faith and by
appropriate proceedings;




     (e) Liens on the Property of Hayes or any Restricted Subsidiary Incurred in the
ordinary course of business to secure performance of obligations with respect to statutory
or regulatory requirements, performance or return-of-money bonds, surety bonds or other
obligations of a like nature and Incurred in a manner consistent with industry practice, in
each case which are not Incurred in connection with the borrowing of money, the obtaining of
advances or credit or the payment of the deferred purchase price of Property and which do
not in the aggregate impair in any material respect the use of Property in the operation of
the business of Hayes and the Restricted Subsidiaries taken as a whole;




     (f) Liens on Property at the time Hayes or any Restricted Subsidiary acquired such
Property, including any acquisition by means of a merger or consolidation with or into Hayes
or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any
other Property of Hayes or any Restricted Subsidiary; provided further, however, that such
Liens shall not have been Incurred in anticipation of or in connection with the transaction
or series of transactions pursuant to which such Property was acquired by Hayes or any
Restricted Subsidiary;




     (g) Liens on the Property of a Person at the time such Person becomes a Restricted
Subsidiary; provided, however, that any such Lien may not extend to any other Property of
Hayes or any other Restricted Subsidiary that is not a direct Subsidiary of such Person;
provided further, however, that any such Lien was not Incurred in anticipation of or in
connection with the transaction or series of transactions pursuant to which such Person
became a Restricted Subsidiary;




     (h) pledges or deposits by Hayes or any Restricted Subsidiary under workers’
compensation laws, unemployment insurance laws or similar legislation, or good faith
deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or
leases to which Hayes or any Restricted Subsidiary is party, or deposits to secure public or
statutory obligations of Hayes, or deposits for the payment of rent, in each case Incurred
in the ordinary course of business;




     (i) utility easements, building and zoning restrictions and such other encumbrances or
charges against real Property as are of a nature generally existing with respect to
properties of a similar character;



-22-









 






     (j) Liens on the Capital Stock of any joint venture that is not a Subsidiary of Hayes
or any Restricted Subsidiary, provided, that such Lien secures only obligations of such
joint venture;




     (k) Liens existing on the Issue Date not otherwise described in clauses (a) through (j)
above;




     (l) Liens not otherwise described in clauses (a) through (k) above on the Property of
any Restricted Subsidiary that is not a Guarantor to secure any Debt permitted to be
Incurred by such Restricted Subsidiary pursuant to Section 4.09;




     (m) Liens on the Property of Hayes or any Restricted Subsidiary to secure any
Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (b),
(f), (g) or (k) above; provided, however, that any such Lien shall be limited to all or part
of the same Property that secured the original Lien (together with improvements and
accessions to such Property), and the aggregate principal amount of Debt that is secured by
such Lien shall not be increased to an amount greater than the sum of:




     (1) the outstanding principal amount, or, if greater, the committed amount, of
the Debt secured by Liens described under clause (b), (f), (g) or (k) above, as the
case may be, at the time the original Lien became a Permitted Lien under this
Indenture;




     (2) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs related to such Refinancing; and




     (3) accrued and unpaid interest on the Debt being Refinanced;




     (n) Liens on accounts receivable and related assets of the type specified in the
definition of “Qualified Securitization Transaction” transferred to a Securitization Entity
in a Qualified Securitization Transaction;




     (o) Liens created by Sale and Leaseback Transactions not involving Capital Lease
Obligations;




     (p) Liens securing Debt permitted to be Incurred under clauses (d), (k) and (l) of the
definition of “Permitted Debt” in the second paragraph of Section 4.09; and




     (q) Liens not otherwise permitted by clauses (a) through (p) above encumbering Property
having an aggregate fair market value not in excess of $20 million.



-23-









 





          “Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any
successive Refinancing, so long as:




     (a) such Debt is in an aggregate principal amount (or if Incurred with original issue
discount, an aggregate issue price) not in excess of the sum of:




     (1) the aggregate principal amount (or if Incurred with original issue
discount, the aggregate accreted value) then outstanding of the Debt being
Refinanced plus accrued and unpaid interest, and




     (2) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, related to such Refinancing;




     (b) the Average Life of such Debt is equal to or greater than the Average Life of the
Debt being Refinanced;




     (c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt
being Refinanced; and




     (d) the new Debt shall not be senior in right of payment to the Debt that is being
Refinanced,


provided, however, that Permitted Refinancing Debt shall not include:





     (1) Debt of a Subsidiary of Hayes other than the Issuer that is not a Guarantor that
Refinances Debt of the Issuer or a Guarantor; or




     (2) Debt of Hayes or a Restricted Subsidiary that Refinances Debt of an Unrestricted
Subsidiary.



          “Person” means any individual, corporation, company (including any limited liability company),
association, partnership, joint venture, trust, unincorporated organization, government or any
agency or political subdivision thereof or any other entity.



          “Predecessor Note” of any particular Note means every previous Note evidencing all or a
portion of the same Debt as that evidenced by such particular Note; and any Note authenticated and
delivered under Section 2.07 in lieu of a lost, destroyed or stolen Note shall be deemed to
evidence the same Debt as the lost, destroyed or stolen Note.



          “Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the
holder thereof to a preference with respect to the payment of dividends, or as to the distribution
of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares
of any other class of Capital Stock issued by such Person.



          “Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted
Subsidiaries held by Persons other than Hayes or a Wholly Owned Restricted Subsidiary. The amount
of any such dividend shall be equal to the quotient of such dividend divided



-24-









 







by the difference between one and the maximum statutory federal income rate (expressed as a
decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.



          “Private Placement Legend” means the legend set forth in Section 2.06(g)(i) to be placed on
all Notes issued under this Indenture except as otherwise permitted by the provisions of this
Indenture.



          “pro forma” means, with respect to any calculation made or required to be made pursuant to the
terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated
under the Securities Act, as interpreted in good faith by the Board of Directors of the Issuer
after consultation with the independent certified public accountants of the Issuer, or otherwise a
calculation made in good faith by the Board of Directors of the Issuer after consultation with the
independent certified public accountants of the Issuer, as the case may be.



          “Property” means, with respect to any Person, any interest of such Person in any kind of
property or asset, whether real, personal or mixed, or tangible or intangible, including Capital
Stock in, and other securities of, any other Person. For purposes of any calculation required
pursuant to this Indenture, the value of any Property shall be its fair market value.



          “Purchase Money Debt” means Debt:




     (a) consisting of the deferred purchase price of Property, conditional sale
obligations, obligations under any title retention agreement, other purchase money
obligations and obligations in respect of industrial revenue bonds, in each case where the
maturity of such Debt at the time of Incurrence thereof does not exceed the anticipated
useful life of the Property being financed; and




     (b) Incurred to finance the acquisition, construction or lease by the Issuer or a
Guarantor of such Property, including additions and improvements thereto;


provided, however, that such Debt is Incurred within 180 days after the acquisition, construction
or lease of such Property by the Issuer or such Guarantor.




          “Purchase Money Note” means a promissory note evidencing a line of credit, or evidencing other
Debt owed to Hayes or any Restricted Subsidiary in connection with a Qualified Securitization
Transaction, which note shall be repaid from cash available to the maker of such note, other than
amounts required to be established as reserves, amounts paid to investors in respect of interest,
principal and other amounts owing to such investors and amounts paid in connection with the
purchase of newly generated accounts receivable.



          “QIB” means a “qualified institutional buyer” as defined in Rule 144A.



          “Qualified Securitization Transaction” means any transaction or series of transactions that
may be entered into by Hayes or any Restricted Subsidiary pursuant to which Hayes or any Restricted
Subsidiary may sell, convey or otherwise transfer pursuant to customary terms to: (a) a
Securitization Entity (in the case of a transfer by Hayes or any Restricted Subsidiary); and



-25-









 







(b) any other Person (in the case of transfer by a Securitization Entity), or may grant a
security interest in any accounts receivable (whether now existing or arising or acquired in the
future) of Hayes or any Restricted Subsidiary, and any assets related thereto including all
collateral securing such accounts receivable, all contracts and contract rights and all guarantees
or other obligations in respect of such accounts receivable, proceeds of such accounts receivable
and other assets (including contract rights) which are customarily transferred or in respect of
which security interests are customarily granted in connection with asset securitization
transactions involving accounts receivable.



          “Refinance” means, in respect of any Debt, to refinance, extend, renew, refund or Repay, or to
issue other Debt, in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall
have correlative meanings.



          “Registration Rights Agreement” means the Registration Rights Agreement, dated as of the Issue
Date, among the Issuer, the Guarantors and the initial purchasers named therein, as such agreement
may be amended, modified or supplemented from time to time and, with respect to any Additional
Notes, one or more registration rights agreements between the Issuer and the other parties thereto,
as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights
given by the Issuer to the purchasers of Additional Notes to register such Additional Notes, or
exchange such Additional Notes for registered Notes, under the Securities Act.



          “Regular Record Date” for the interest payable on any Interest Payment Date means the
applicable date specified as a “Record Date” on the face of the Note.



          “Regulation S” means Regulation S promulgated under the Securities Act.



          “Regulation S Global Note” means a Global Note in the form of Exhibit A hereto bearing the
Global Note Legend and the Private Placement Legend and deposited with and registered in the name
of the Depositary or its nominee that shall be issued in a denomination equal to the outstanding
principal amount of the Notes sold for initial resale in reliance on Rule 904.



          “Related Business” means any business that is related, ancillary or complementary to the
businesses of the Issuer and the Restricted Subsidiaries on the Issue Date.



          “Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease
or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For
purposes of Section 4.13 and the definition of “Consolidated Interest Coverage Ratio,” Debt shall
be considered to have been Repaid only to the extent the related loan commitment, if any, shall
have been permanently reduced in connection therewith.



          “Responsible Officer,” when used with respect to the Trustee, means any officer within the
Corporate Trust Department of the Trustee (or any successor group of the Trustee) with direct
responsibility for the administration of this Indenture and also means, with respect to a
particular corporate trust matter, any other officer to whom such matter is referred because of his
or her knowledge of and familiarity with the particular subject.



-26-









 





          “Restricted Definitive Note” means one or more Definitive Notes bearing the Private Placement
Legend.



          “Restricted Global Notes” means 144A Global Note and Regulation S Global Note.



          “Restricted Payment” means:




     (a) any dividend or distribution (whether made in cash, securities or other Property)
declared or paid on or with respect to any shares of Capital Stock of Hayes or any
Restricted Subsidiary (including any payment in connection with any merger or consolidation
with or into Hayes or any Restricted Subsidiary), except for any dividend or distribution
that is made solely to Hayes or a Restricted Subsidiary (and, if such Restricted Subsidiary
is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted
Subsidiary on a pro rata basis or on a basis that results in the receipt by Hayes or a
Restricted Subsidiary of dividends or distributions of greater value than it would receive
on a pro rata basis) or any dividend or distribution payable solely in shares of Capital
Stock (other than Disqualified Stock) of Hayes;




     (b) the purchase, repurchase, redemption, acquisition or retirement for value of any
Capital Stock of Hayes or any Restricted Subsidiary or any securities exchangeable for or
convertible into any such Capital Stock (other than from Hayes or a Restricted Subsidiary),
including the exercise of any option to exchange any Capital Stock (other than for or into
Capital Stock of Hayes that is not Disqualified Stock);




     (c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to
the date for any scheduled maturity, sinking fund or amortization or other installment
payment, of any Subordinated Obligation (other than the purchase, repurchase or other
acquisition of any Subordinated Obligation purchased in anticipation of satisfying a
scheduled maturity, sinking fund or amortization or other installment obligation, in each
case due within one year of the date of acquisition);




     (d) any Investment (other than Permitted Investments) in any Person; or




     (e) the issuance, sale or other disposition of Capital Stock of any Restricted
Subsidiary to a Person other than Hayes or a Restricted Subsidiary if the result thereof is
that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event
the amount of such “Restricted Payment” shall be the fair market value of the remaining
interest, if any, in such former Restricted Subsidiary held by Hayes and the other
Restricted Subsidiaries.



          “Restricted Subsidiary” means HLI Opco and any other Subsidiary of Hayes other than an
Unrestricted Subsidiary.



          “Rule 144” means Rule 144 promulgated under the Securities Act.



-27-









 





          “Rule 144A” means Rule 144A promulgated under the Securities Act.



          “Rule 903” means Rule 903 promulgated under the Securities Act.



          “Rule 904” means Rule 904 promulgated under the Securities Act.



          “S&P” means Standard & Poor’s Ratings Services or any successor to the rating agency business
thereof.



          “Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property
now owned or hereafter acquired whereby Hayes or a Restricted Subsidiary transfers such Property to
another Person and Hayes or a Restricted Subsidiary leases it from such Person, provided, however,
that a Sale and Leaseback Transaction shall not include any transfer and leaseback of any Property
completed with 90 days of the acquisition of such Property by Hayes or any Restricted Subsidiary.



          “SEC” means the Securities and Exchange Commission.



          “Securities Act” means the Securities Act of 1933, as amended.



          “Securitization Entity” means any Wholly Owned Subsidiary of Hayes or any Restricted
Subsidiary (or another Person in which Hayes or any Restricted Subsidiary makes an Investment and
to which Hayes or any Restricted Subsidiary transfers accounts receivables and related assets):




     (a) which engages in no activities other than in connection with the financing of
accounts receivable and related assets;




     (b) which is designated by the Board of Directors of the Issuer (as provided below) as
a Securitization Entity;




     (c) no portion of the Debt or any other Obligations (contingent or otherwise) of which




     (i) is guaranteed by Hayes or any Restricted Subsidiary (excluding guarantees
of Obligations (other than the principal of, and interest on, Debt) pursuant to
Standard Securitization Undertakings and guarantees by the Securitization Entity,




     (ii) is recourse to or obligates Hayes or any Restricted Subsidiary (other than
the Securitization Entity) in any way other than pursuant to Standard Securitization
Undertakings or




     (iii) subjects any property or asset of Hayes or any Restricted Subsidiary
(other than the Securitization Entity), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to Standard
Securitization Undertakings and other than any interest in the accounts receivable
and



-28-









 







related assets being financed (whether in the form of any equity interest in such
assets or subordinated indebtedness payable primarily from such financed assets)
retained or acquired by Hayes or any Restricted Subsidiary;




     (d) with which none of Hayes nor any Restricted Subsidiary has any material contract,
agreement, arrangement or understanding other than those customary for a Qualified
Securitization Transaction and, in any event, on terms no less favorable to Hayes or such
Restricted Subsidiary than those that might be obtained at the time from Persons that are
not Affiliates of Hayes or such Restricted Subsidiary; and




     (e) to which none of Hayes nor any Restricted Subsidiary has any obligation to maintain
or preserve such entity’s financial condition or cause such entity to achieve certain levels
of operating results. Any such designation by the Board of Directors of the Issuer shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of
the Board of Directors of the Issuer giving effect to such designation and an Officers’
Certificate certifying that such designation complied with the foregoing conditions.



          “Senior Debt” of the Issuer means:




     (a) all obligations consisting of the principal, premium, if any, and accrued and
unpaid interest (including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Issuer to the extent post-filing interest
is allowed in such proceeding) in respect of




     (1) Debt of the Issuer for borrowed money, and




     (2) Debt of the Issuer evidenced by notes, debentures, bonds or other similar
instruments permitted under this Indenture for the payment of which the Issuer is
responsible or liable;




     (b) all Capital Lease Obligations of the Issuer and all Attributable Debt in respect of
Sale and Leaseback Transactions entered into by the Issuer;




     (c) all obligations of the Issuer




     (1) for the reimbursement of any obligor on any letter of credit, banker’s
acceptance or similar credit transaction,




     (2) under Hedging Obligations, or




     (3) issued or assumed as the deferred purchase price of Property and all
conditional sale obligations of the Issuer and all obligations under any title
retention agreement permitted under this Indenture; and



-29-









 






     (d) all obligations of other Persons of the type referred to in clauses (a), (b) and
(c) for the payment of which the Issuer is responsible or liable as Guarantor,


provided, however, that Senior Debt shall not include:





     (A) Debt of the Issuer that is by its terms subordinate in right of payment to the
Notes, including any Subordinated Debt;




     (B) any Debt Incurred in violation of the provisions of this Indenture;




     (C) accounts payable or any other obligations of the Issuer to trade creditors created
or assumed by the Issuer in the ordinary course of business in connection with the obtaining
of materials or services (including Guarantees thereof or instruments evidencing such
liabilities);




     (D) any liability for Federal, state, local or other taxes owed or owing by the Issuer;




     (E) any obligation of the Issuer to any of its Subsidiaries; or




     (F) any obligations with respect to any Capital Stock of the Issuer.



          “Senior Debt” of any Guarantor shall have a correlative meaning.



          “Shelf Registration Statement” has the meaning set forth in any Registration Rights Agreement
relating to registering Notes under the Securities Act.



          “Significant Subsidiary” means any “significant Subsidiary” of Hayes within the meaning of
Rule 1-02 under Regulation S-X promulgated by the SEC.



          “Special Interest” means the additional interest, if any, to be paid on the Notes as set forth
in Section 4 of the Registration Rights Agreement relating to the Initial Notes or the correlative
Section in any other relevant Registration Rights Agreement. For all purposes under this Indenture
the term “interest” shall include Special Interest, if any, with respect to the Notes.



          “Standard Securitization Undertakings” means representations, warranties, covenants and
indemnities entered into by Hayes or any Restricted Subsidiary which are reasonably customary in an
accounts receivable securitization transaction.



          “Stated Maturity” means, with respect to any security, the date specified in such security as
the fixed date on which the payment of principal of such security is due and payable, including
pursuant to any mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has occurred).



          “Subordinated Debt” means any Debt of the Issuer or any Guarantor (whether outstanding on the
Issue Date or thereafter Incurred) that is subordinate or junior in right of



-30-









 







payment to the Notes or the applicable Note Guarantee pursuant to a written agreement to that
effect.



          “Subsidiary” means, in respect of any Person, any corporation, company (including any limited
liability company), association, partnership, joint venture or other business entity of which at
least a majority of the total voting power of the Voting Stock is at the time owned or controlled,
directly or indirectly, by:




     (a) such Person;




     (b) such Person and one or more Subsidiaries of such Person; or




     (c) one or more Subsidiaries of such Person.



          “Surviving Person” means the surviving Person formed by a merger, consolidation or
amalgamation and, for purposes of Section 5.01, a Person to whom all or substantially all of the
Property of the Issuer or a Guarantor is sold, transferred, assigned, leased, conveyed or otherwise
disposed.



          “TIA” means the U.S. Trust Indenture Act of 1939, as amended, and the rules and regulations
thereunder, including any successor legislation and rules and regulations.



          “Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture
until a successor Trustee shall have become such pursuant to the applicable provisions of this
Indenture, and thereafter “Trustee” shall mean such successor Trustee.



          “Unrestricted Definitive Notes” means one or more Definitive Notes that do not and are not
required to bear the Private Placement Legend.



          “Unrestricted Global Notes” means one or more Global Notes that do not and are not required to
bear the Private Placement Legend and are deposited with and registered in the name of the
Depositary or its nominee.



          “Unrestricted Subsidiary” means:




     (a) any Subsidiary of Hayes that is designated after the Issue Date as an Unrestricted
Subsidiary as permitted or required pursuant to Section 4.17 and is not thereafter
redesignated as a Restricted Subsidiary as permitted pursuant thereto; and




     (b) any Subsidiary of an Unrestricted Subsidiary.



          “U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than
U.S. dollars, at any time of determination thereof, the amount of U.S. dollars obtained by
converting such foreign currency involved in such computation into U.S. dollars at the spot rate
for purchase of U.S. dollars with the applicable foreign currency as published in the Financial
Times on the date two Business Days prior to such determination, provided, that if any such amount
is subject to at least a coterminous Currency Exchange Protection Agreement with



-31-









 







respect to U.S. dollars covering all principal, premium, if any, and interest payable on such
amount, the amount of such currency will be as provided in the Currency Exchange Protection
Agreement.



          Whenever it is necessary to determine whether Hayes or a Restricted Subsidiary has complied
with any covenant in this Indenture or a Default has occurred or is continuing and an amount is
expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar
Equivalent determined as of the date such amount is initially determined in such currency.



          “Voting Stock” of any Person means all classes of Capital Stock or other interests (including
partnership interests) of such Person then outstanding and normally entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.



          “Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the
Voting Stock of which (except directors’ qualifying shares and other de minimis amounts of shares
required to be issued to third parties pursuant to local law requirements) is at such time owned,
directly or indirectly, by Hayes and its other Wholly Owned Subsidiaries.



          “Wholly Owned Subsidiary” means, at any time, a Subsidiary all the Voting Stock of which
(except directors’ qualifying shares and other de minimis amounts of shares required to be issued
to third parties pursuant to local law requirements) is at such time owned, directly or indirectly,
by Hayes and its other Wholly Owned Restricted Subsidiaries.



Section 1.02 Other Definitions.




	 	 	 
	 	 	Defined in
	Term	 	Section
	“Acceleration Notice”
	 	6.02
	“Additional Amounts”
	 	4.01(d)
	“Affiliate Transaction”
	 	4.15
	“Authentication Order”
	 	2.02(d)
	“Additional Amounts”
	 	4.20
	“Benefited Party”
	 	10.01
	“Change of Control Amount”
	 	4.18
	“Change of Control Offer”
	 	4.18
	“Covenant Defeasance”
	 	8.03
	“Euro Obligations
	 	8.04(a)
	“Event of
Default”
	 	6.01
	“Excess Proceeds”
	 	4.13
	“Issuer”
	 	Preamble
	“Legal Defeasance”
	 	8.02
	“losses”
	 	7.07
	“London Paying Agent”
	 	Preamble






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	 	 	Defined in
	Term	 	Section
	“Luxembourg Paying
Agent”
	 	2.03(a)
	“Notes”
	 	Preamble
	“Offer Amount”
	 	3.10(c)(ii)
	“Offer Period”
	 	3.10(d)
	“Offer to Purchase”
	 	3.10(a)
	“Paying Agent”
	 	2.03(a)
	“Prepayment Offer”
	 	4.13
	“Principal Paying
Agent”
	 	2.03(a)
	“Purchase Date”
	 	3.10(d)
	“Registrar”
	 	2.03(b)
	“Security Register”
	 	3.03
	“Tax Jurisdiction”
	 	4.20
	“Taxes”
	 	4.20






Section 1.03 Incorporation by Reference of Trust Indenture Act.




          (a) Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture.



          (b) The following TIA terms used in this Indenture have the following meanings:



          “indenture securities” means the Notes and the Note Guarantees;



          “indenture security holder” means a Holder;



          “indenture to be qualified” means this Indenture;



          “indenture trustee” or “institutional trustee” means the Trustee; and



          “obligor” on the Notes means the Issuer, the Guarantors and any successor obligor upon the
Notes or the Note Guarantees.



          (c) All other terms used in this Indenture that are defined by the TIA, defined by TIA
reference to another statute or defined by SEC rule under the TIA and not otherwise defined herein
have the meanings so assigned to them either in the TIA, by another statute or SEC rule, as
applicable.



Section 1.04 Rules of Construction.




          Unless the context otherwise requires:




     (i) a term has the meaning assigned to it;



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     (ii) an accounting term not otherwise defined herein has the meaning assigned to it in
accordance with GAAP;




     (iii) “or” is not exclusive;




     (iv) words in the singular include the plural, and in the plural include the singular;




     (v) all references in this instrument to “Articles,” “Sections” and other subdivisions
are to the designated Articles, Sections and subdivisions of this instrument as originally
executed;




     (vi) the words “herein,” “hereof” and “hereunder” and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or other
subdivision;




     (vii) “including” means “including without limitation”;




     (viii) provisions apply to successive events and transactions; and




     (ix) references to sections of or rules under the Securities Act, the Exchange Act or
the TIA shall be deemed to include substitute, replacement or successor sections or rules
adopted by the SEC from time to time thereunder.



ARTICLE 2.




THE NOTES




Section 2.01 Form and Dating.




          (a) General. The Notes and the Trustee’s certificate of authentication shall be substantially
in the form included in Exhibit A hereto, which is hereby incorporated in and expressly made part
of this Indenture. The Notes may have notations, legends or endorsements required by law, exchange
rule or usage in addition to those set forth on Exhibit A. Each Note shall be dated the date of
its authentication. The Notes shall be in denominations of €50,000 and integral multiples of
€1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute a part
of this Indenture, and the Issuer, the Guarantors and the Trustee, by their
execution and delivery of this Indenture, expressly agree to such terms and provisions and to
be bound thereby. To the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be controlling.



          (b) Form of Notes. Notes shall be issued initially in global form and shall be substantially
in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the
“Schedule of Exchanges of Interests in the Global



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Note” attached thereto). Notes issued in
definitive form shall be substantially in the form of Exhibit A attached hereto (but without the
Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note”
attached thereto). Each Global Note shall represent such aggregate principal amount of the
outstanding Notes as shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the
aggregate principal amount of outstanding Notes represented thereby may from time to time be
reduced or increased, as appropriate, to reflect exchanges and redemptions and transfers of
interests therein. Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made
by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions
given by the Holder thereof as required by Section 2.06.



          (c) Book-Entry Provisions. The Global Notes initially shall (i) be deposited with and
registered in the name of BT Globenet Nominees Limited as nominee for Deutsche Bank AG, London
Branch, as the common depositary, for the accounts of Euroclear and Clearstream and (ii) bear the
following legend:




          THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE OF THE CLEARING AGENCY.
THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN
THE CLEARING AGENCY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE TO
THE CLEARING AGENCY OR A NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN THE
LIMITED CIRCUMSTANCES DESCRIPTED IN THE INDENTURE.




     (i) Notwithstanding any other provisions of this Indenture, a Global Note may not be
transferred as a whole except by the Clearing Agency to a nominee of the Clearing Agency or
by a nominee of the Clearing Agency to the Clearing Agency or another successor of the
Clearing Agency or a nominee of such successor. Interests of beneficial owners in the
Global Notes may be transferred or exchanged for Definitive Notes in accordance with the
rules and procedures of the Clearing Agency and the provisions of Section 2.06. All Global
Notes shall be exchanged by the Issuer (with authentication by the Trustee) for one or more
Definitive Notes, if (a) any Clearing Agency (i) has notified the Issuer that it is
unwilling or unable to continue as a clearing agency and (ii) a successor to the Clearing
Agency has not been appointed by the Issuer within
90 days of such notification, (b) any Clearing Agency so requests following an Event of
Default hereunder and such default is continuing or (c) in whole (but not in part) at any
time if the Issuer in its sole discretion determines. If an Event of Default occurs and is
continuing, the Issuer shall, at the written request delivered through a Clearing Agency of
the Holder thereof or of the holder of an interest therein, exchange all or part of a Global
Note for one or more Definitive Notes (with authentication by the Trustee); provided,
however, that the principal amount of such Definitive Notes and such Global Note after such
exchange shall be €50,000 or integral multiples of €1,000 in excess thereof. Whenever all
of a Global Note is exchanged for one or more Definitive Notes, it shall be surrendered by
the Holder thereof to the Registrar for cancellation. Whenever a part of a Global Note is
exchanged for one or more Definitive Notes, the Global Note shall be



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surrendered by the
Holder thereof to a Paying Agent who together with the Trustee, following such surrender,
shall cause an adjustment to be made to Schedule A of such Global Note such that the
principal amount of such Global Note will be equal to the portion of such Global Note not
exchanged and shall thereafter return such Global Note to such Holder. A Global Note may
not be exchanged for a Definitive Note other than as provided in Section 2.06(a).




     (ii) In connection with the transfer of Global Notes as an entirety to beneficial
owners pursuant to Section 2.06(a), the Global Notes shall be deemed to be surrendered to
the Paying Agent for cancellation, and the Issuer shall execute, and the Trustee shall upon
written instructions from the Issuer authenticate and make available for delivery, to each
beneficial owner in exchange for its beneficial interest in the Global Notes, an equal
aggregate principal amount of Definitive Notes of authorized denominations.




     (iii) Any Definitive Note delivered in exchange for an interest in a Global Note
pursuant to Section 2.06(a) shall, except as otherwise provided by Section 2.06(g), bear the
Private Placement Legend.



          (d) Euroclear and Clearstream Procedures Applicable. The provisions of the “Operating
Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the
“General Terms and Conditions of Clearstream” and “Customer Handbook” of Clearstream shall be
applicable to transfers of beneficial interests in Global Notes that are held by Participants
through Euroclear or Clearstream.



Section 2.02 Execution and Authentication.




          (a) One Officer shall execute the Notes on behalf of the Issuer by manual or facsimile
signature.



          (b) If an Officer whose signature is on a Note no longer holds that office at the time a Note
is authenticated by the Trustee, the Note shall nevertheless be valid.



          (c) A Note shall not be valid until authenticated by the manual signature of the Trustee. The
signature shall be conclusive evidence that the Note has been authenticated under this Indenture.
The form of Trustee’s certificate of authentication to be borne by the Note shall be substantially
as set forth in Exhibit A hereto.



          (d) The Trustee shall, upon a written order of the Issuer signed by an Officer (an
“Authentication Order”), authenticate Notes for original issue.



          (e) The Trustee may appoint an authenticating agent acceptable to the Issuer to authenticate
Notes. Unless otherwise provided in such appointment, an authenticating agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to



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authentication by the
Trustee includes authentication by such agent. An authenticating agent shall have the same rights
as an Agent with respect to Holders.



Section 2.03
Registrar, Paying Agents and Transfer Agents.




          (a) The Issuer initially appoints U.S. Bank National Association, as Principal Paying Agent
(“Principal Paying Agent”), Registrar (“Registrar”) and transfer agent. The Issuer initially
appoints Fortis Banque Luxembourg as Luxembourg Paying Agent (“Luxembourg Paying Agent”). The
Issuer initially appoints Deutsche Bank AG, London Branch as London Paying Agent and transfer
agent. Each of the Principal Paying Agent, the Luxembourg Paying Agent and the London Paying Agent
are referred to herein as a “Paying Agent”. To the extent the Notes are in definitive form,
payment of principal and interest at maturity will be made against presentation and surrender of
the Notes at the office of the Paying Agent.



          (b) The Issuer may change the Paying Agent, the Registrar or the transfer agents without prior
notice to the Holders. In the event that a Paying Agent or transfer agent is replaced, the Issuer
will provide notice thereof (so long as the Notes are Global Notes) to Euroclear and Clearstream.
In addition, if and so long as the Notes are listed on the Euro MTF market of the Luxembourg Stock
Exchange and the rules of such stock exchange shall so require the Issuer will publish a notice in
a newspaper having a general circulation in Luxembourg or, to the extent and in the manner
permitted by such rules, posted on the official website of the Luxembourg Stock Exchange. In the
case of Definitive Notes, the Issuer will mail such notice by first-class mail to each Holder at
their respective addresses in the register of the Holders of such Notes, if any, maintained by the
Registrar. The Issuer may change any Registrar without notice to the Holders.



Section 2.04 Paying Agent to Hold Money in Trust.




          The Issuer shall require each Paying Agent other than the Trustee to agree in writing that the
Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the
Paying Agent for the payment of principal, premium, if any, or interest on the Notes,
and shall notify the Trustee of any Default by the Issuer in making any such payment. While
any such Default continues, the Trustee may require a Paying Agent to pay all funds held by it
relating to the Notes to the Trustee. The Issuer at any time may require a Paying Agent to pay all
funds held by it relating to the Notes to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Issuer, any Guarantor or any of their Subsidiaries) shall have no
further liability for such funds. If the Issuer, any Guarantor or any of their Subsidiaries acts
as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the
Holders all funds held by it as Paying Agent. Upon any Event of Default under Sections 6.01(a)(9)
or (10) relating to the Issuer or any Guarantor, the Trustee shall serve as Paying Agent for the
Notes.



Section 2.05 Holder Lists.




          The Trustee shall preserve in as current a form as is reasonably practicable the most recent
list available to it of the names and addresses of all Holders and shall otherwise comply with TIA
§ 312(a). If the Trustee is not the Registrar, the Issuer shall furnish or cause to



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be furnished
to the Trustee at least seven Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such date or such
shorter time as the Trustee may allow, as the Trustee may reasonably require of the names and
addresses of the Holders and the Issuer shall otherwise comply with TIA § 312(a).



Section 2.06 Transfer and Exchange.




          (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole
except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a
successor Depositary or a nominee of such successor Depositary. The Issuer shall exchange Global
Notes for Definitive Notes if: (1) the Issuer delivers to the Trustee a notice from the Depositary
that the Depositary is unwilling or unable to continue to act as Depositary for the Global Notes or
that it has ceased to be a clearing agency registered under the Exchange Act and, in either case, a
successor Depositary is not appointed by the Issuer within 120 days after the date of such notice
from the Depositary; (2) the Issuer at its option determines that the Global Notes shall be
exchanged for Definitive Notes and delivers a written notice to such effect to the Trustee; or (3)
a Default or Event of Default shall have occurred and be continuing. Upon the occurrence of any of
the events in clauses (1), (2) or (3) above, Definitive Notes shall be issued in denominations of
€50,000 or integral multiples of €1,000 in excess thereof and in such names as the Depositary shall
instruct the Trustee in writing. Global Notes also may be exchanged or replaced, in whole or in
part, as provided in Sections 2.07 and 2.10. Except as provided above, every Note authenticated
and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
this Section 2.06 or Section 2.07 or 2.10, shall be authenticated and delivered in the form of, and
shall be, a Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), and beneficial
interests in a Global Note may not be transferred and exchanged other than as provided in
Section 2.06(b), (c) or (f).



          (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and
exchange of beneficial interests in the Global Notes shall be effected through the Depositary in
accordance with the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in Restricted Global Notes shall be subject to restrictions on transfer comparable to
those set forth herein to the extent required by the Securities Act. Transfers of beneficial
interests in Global Notes also shall require compliance with either clause (i) or (ii) below, as
applicable, as well as one or more of the other following clauses, as applicable:




     (i) Transfer of Beneficial Interests in the Same Global Note. Each person by
its acceptance of a beneficial interest in a Global Note agrees that any beneficial
interests in any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note in
accordance with the transfer restrictions set forth in the Private Placement Legend and any
Applicable Procedures; provided, however, that prior to the expiration of the Distribution
Compliance Period, transfers of beneficial interests in a Regulation S Global Note may not
be made to or for the account or benefit of a “U.S. Person” (as defined in Rule 902(k) of



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Regulation S) (other than a “distributor” (as defined in Rule 902(d) of Regulation S)).
Each person by its acceptance of a beneficial interest in a Global Note agrees that any
beneficial interests in any Unrestricted Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.
Except as may be required by any Applicable Procedures, no written orders or instructions
shall be required to be delivered to the Registrar to effect the transfers described in this
Section 2.06(b)(i).




     (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes.
In connection with all transfers and exchanges of beneficial interests that are not subject
to Section 2.06(b)(i) above, the transferor of such beneficial interest must deliver to the
Registrar either (A)(1) a written order from a Participant given to the Depositary in
accordance with the Applicable Procedures directing the Depositary to credit or cause to be
credited a beneficial interest in another Global Note in an amount equal to the beneficial
interest to be transferred or exchanged and (2) instructions given in accordance with the
Applicable Procedures containing information regarding the Participant account to be
credited with such increase or (B) if permitted under Section 2.06(a), (1) a written order
from a Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be transferred or exchanged and (2) instructions given by the
Depositary to the Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange referred to in (B)(1)
above. Upon consummation of an Exchange Offer by the Issuer in accordance with Section
2.06(f), the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied
upon receipt by the Registrar of the instructions contained in the Letter of Transmittal
delivered by the Holder of such beneficial interests in the Restricted Global Notes.
Upon satisfaction of all of the requirements for transfer or exchange of beneficial
interests in Global Notes contained in this Indenture and the Notes or otherwise applicable
under the Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h).




     (iii) Transfer of Beneficial Interests in a Restricted Global Note to Another
Restricted Global Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Note if the transfer complies with the requirements of Section
2.06(b)(ii) above and the Registrar receives the following:




     (A) if the transferee shall take delivery in the form of a beneficial interest
in a 144A Global Note, then the transferor must deliver a certificate in the form of
Exhibit B hereto, including the certifications in item (1) thereof or, if permitted
by Applicable Procedures, item (3) thereof; and




     (B) if the transferee shall take delivery in the form of a beneficial interest
in a Regulation S Global Note, then the transferor must deliver a certificate in the
form of Exhibit B hereto, including the certifications in item (2) thereof;



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     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for
Beneficial Interests in an Unrestricted Global Note. A beneficial interest in any
Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in
an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if the exchange or
transfer complies with the requirements of Section 2.06(b)(ii) above and:




     (A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with a Registration Rights Agreement and the holder of the beneficial
interest to be transferred, in the case of an exchange, or the transferee, in the
case of a transfer, makes any and all certifications in the applicable Letter of
Transmittal (or is deemed to have made such certifications if delivery is made
through the Applicable Procedures) as may be required by such Registration Rights
Agreement;




     (B) such transfer is effected pursuant to a Shelf Registration Statement in
accordance with a Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a beneficial
interest in an Unrestricted Global Note, a certificate from such holder
in the form of Exhibit C hereto, including the certifications in item (1)(a)
thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global
Note proposes to transfer such beneficial interest to a Person who shall
take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Issuer so requests or if
the Applicable Procedures so require, an Opinion of Counsel in form reasonably
acceptable to the Registrar to the effect that such exchange or transfer shall be
effected in compliance with the Securities Act and that the restrictions on transfer
contained herein and in the Private Placement Legend shall no longer be required in
order to maintain compliance with the Securities Act.




     If any such transfer is effected pursuant to clause (B) or (D) above at a time when an
Unrestricted Global Note has not yet been issued, the Issuer shall execute and, upon receipt
of an Authentication Order in accordance with Section 2.02, the Trustee shall



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authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to clause (B) or (D)
above.




     (v) Transfer or Exchange of Beneficial Interests in Unrestricted Global Notes for
Beneficial Interests in Restricted Global Notes Prohibited. Beneficial interests in an
Unrestricted Global Note may not be exchanged for, or transferred to Persons who take
delivery thereof in the form of, beneficial interests in a Restricted Global Note.




     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.



          (i) Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.
Subject to Section 2.06(a), if any holder of a beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive
Note, then, upon receipt by the Registrar of the following documentation:




     (A) if the holder of such beneficial interest in a Restricted Global Note proposes to
exchange such beneficial interest for a Restricted Definitive Note, a certificate from such
holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;




     (B) if such beneficial interest is being transferred to a QIB in accordance with Rule
144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;




     (C) if such beneficial interest is being transferred to a “non-U.S. Person” (as defined
in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule 903 or
Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;




     (D) if such beneficial interest is being transferred pursuant to an exemption from the
registration requirements of the Securities Act in accordance with Rule 144 under the
Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;




     (E) if such beneficial interest is being transferred to the Issuer, any Guarantor or
any of their respective Subsidiaries, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(b) thereof;




     (F) if such beneficial interest is being transferred to an Institutional Accredited
Investor in reliance on an exemption from the registration requirements of the Securities
Act other than those listed in clauses (B) through (D) above, a certificate to the effect
set forth in Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3)(d) thereof,



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the Trustee shall reduce or cause to be reduced in a corresponding amount pursuant to Section
2.06(h) the aggregate principal amount of the applicable Restricted Global Note, and the Issuer
shall execute and, upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate and deliver a Restricted Definitive Note in the appropriate principal
amount to the Person designated by the holder of such beneficial interest in instructions delivered
to the Registrar by the Depositary and the applicable Participant or Indirect Participant on behalf
of such holder. Any Restricted Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c)(i) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such beneficial
interest shall designate in such instructions. The Trustee shall deliver such Restricted
Definitive Notes to the Persons in whose names such Notes are so registered. Any Restricted
Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant
to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.




          (ii) Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.
Subject to Section 2.06(a), a holder of a beneficial interest in a Restricted Global Note may
exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such
beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to an Exchange Offer in accordance
with a Registration Rights Agreement and the holder of such beneficial interest, in the case
of an exchange, or the transferee, in the case of a transfer, makes any and all
certifications in the applicable Letter of Transmittal (or is deemed to have made such certifications
if delivery is made through the Applicable Procedures) as may be required
by such Registration Rights Agreement;




     (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance
with a Registration Rights Agreement;




     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such beneficial interest in a Restricted Global Note
proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a
certificate from such holder in the form of Exhibit C hereto, including the
certifications in item (1)(b) thereof; or




     (2) if the holder of such beneficial interest in a Restricted Global Note
proposes to transfer such beneficial interest to a Person who shall take delivery
thereof in the form of an Unrestricted Definitive Note, a certificate from such
holder in the form of Exhibit B hereto, including the certifications in item (4)
thereof;



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and, in each such case set forth in this clause (D), if the Issuer so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer shall be effected in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend shall no longer be required in order to maintain compliance with the
Securities Act.



          Upon satisfaction of the conditions of any of the clauses of this Section 2.06(c)(ii) the
Issuer shall execute, and, upon receipt of an Authentication Order in accordance with Section 2.02,
the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate
principal amount to the Person designated by the holder of such beneficial interest in instructions
delivered to the Registrar by the Depositary and the applicable Participant or Indirect Participant
on behalf of such holder, and the Trustee shall reduce or cause to be reduced in a corresponding
amount pursuant to Section 2.06(h) the aggregate principal amount of the applicable Restricted
Global Note.



          (iii) Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive
Notes. Subject to Section 2.06(a), if any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note or to
transfer such beneficial interest to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note, then, upon satisfaction of the applicable conditions set forth in
Section 2.06(b)(ii), the Trustee shall reduce or cause to be reduced in a corresponding amount
pursuant to Section 2.06(h) the aggregate principal amount of the applicable Unrestricted Global
Note, and the Issuer shall execute and, upon receipt of an Authentication Order in accordance with
Section 2.02, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in
the appropriate principal amount to the Person designated by the holder of such beneficial interest
in instructions delivered to the Registrar by the Depositary and the applicable Participant or
Indirect Participant on behalf of such holder. Any Unrestricted Definitive Note issued in exchange
for a beneficial interest pursuant to this Section 2.06(c)(iii) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such beneficial
interest shall designate in such instructions. The Trustee shall deliver such Unrestricted
Definitive Notes to the Persons in whose names such Notes are so registered. Any Unrestricted
Definitive Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iii)
shall not bear the Private Placement Legend.



          (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.



          (i) Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.
If any holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note or to transfer such Restricted Definitive Note to a Person who
takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon
receipt by the Registrar of the following documentation:




     (A) if the holder of such Restricted Definitive Note proposes to exchange such Note for
a beneficial interest in a Restricted Global Note, a certificate from such holder in the
form of Exhibit C hereto, including the certifications in item (2)(b) thereof;




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     (B) if such Restricted Definitive Note is being transferred to a QIB in accordance with
Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;




     (C) if such Restricted Definitive Note is being transferred to a “non-U.S. Person” (as
defined in Rule 902(k) of Regulation S) in an offshore transaction in accordance with Rule
903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (2) thereof;




     (D) if such Restricted Definitive Note is being transferred pursuant to an exemption
from the registration requirements of the Securities Act in accordance with Rule 144, a
certificate to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(a) thereof;




     (E) if such Restricted Definitive Note is being transferred to the Issuer, any
Guarantor, or any of their respective Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(b) thereof;




     (F) if such Restricted Definitive Note is being transferred to an Institutional
Accredited Investor in reliance on an exemption from the registration requirements of the
Securities Act other than those listed in clauses (B) through (D) above, a certificate to
the effect set forth in Exhibit B hereto, including the certifications, certificates and
Opinion of Counsel required by item (3)(d) thereof; or




     (G) if such Restrictive Definitive Note is being transferred pursuant to an effective
registration statement under the Securities Act, a certificate to the effect set forth in
Exhibit B hereto, including the certification in item 3(c) thereof,


the Trustee shall cancel the Restricted Definitive Note and increase or cause to be increased in a
corresponding amount pursuant to Section 2.06(h) the aggregate principal amount of the appropriate
Restricted Global Note.




          (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.
A holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an
Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only if:





     (A) such exchange or transfer is effected pursuant to a Exchange Offer in accordance
with a Registration Rights Agreement and the holder of such beneficial interest, in the case
of an exchange, or the transferee, in the case of a transfer, makes such certifications in
the applicable Letter of Transmittal (or is deemed to have made such certifications if
delivery is made through the Applicable Procedures) as may be required by such Registration
Rights Agreement;




     (B) such transfer is effected pursuant to a Shelf Registration Statement in accordance
with a Registration Rights Agreement;



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     (C) such transfer is effected by a broker-dealer pursuant to an Exchange Offer
Registration Statement in accordance with a Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the Holder of such Restricted Definitive Note proposes to exchange such
Note for a beneficial interest in an Unrestricted Global Note, a certificate from
such Holder in the form of Exhibit C hereto, including the certifications in item
(1)(c) thereof; or




     (2) if the Holder of such Restricted Definitive Note proposes to transfer such
Note to a Person who shall take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note, a certificate from such Holder in the form
of Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Issuer so requests or if the
Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the
Registrar to the effect that such exchange or transfer shall be effected in compliance with
the Securities Act and that the restrictions on transfer contained herein and in the Private
Placement Legend shall no longer be required in order to maintain compliance with the
Securities Act.



          Upon satisfaction of the conditions of any of the clauses in this Section 2.06(d)(ii), the
Trustee shall cancel the prior Restricted Definitive Note and the Managing Shareholder on behalf of
the Issuer shall execute, and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate and deliver an Unrestricted Definitive Note in the appropriate
principal amount to the Person designated by the holder of such prior Restricted Definitive Note in
instructions delivered to the Registrar by such holder.




          (iii) Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global
Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Unrestricted Definitive Note to a Person
who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at
any time. Upon receipt of a written request for such an exchange or transfer, the Trustee shall
cancel the applicable Unrestricted Definitive Note and increase or cause to be increased in a
corresponding amount pursuant to Section 2.06(h) the aggregate principal amount of one of the
Unrestricted Global Notes.




          (iv) Transfer or Exchange of Unrestricted Definitive Notes to Beneficial Interests in
Restricted Global Notes Prohibited. An Unrestricted Definitive Note may not be exchanged for,
or transferred to Persons who take delivery thereof in the form of, beneficial interests in a
Restricted Global Note.




          (v) Issuance of Unrestricted Global Notes. If any such exchange or transfer of a
Definitive Note for a beneficial interest in an Unrestricted Global Note is effected pursuant to
clause (ii) above at a time when an Unrestricted Global Note has not yet been issued, the Issuer



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shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the
Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount
equal to the principal amount of Definitive Notes so transferred.



          (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon request by a holder
of Definitive Notes and such holder’s compliance with the provisions of this Section 2.06(e), the
Registrar shall register the transfer or exchange of Definitive Notes. Prior to such registration
of transfer or exchange, the requesting holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form
satisfactory to the Registrar duly executed by such holder. In addition, the requesting holder
shall provide any additional certifications, documents and information, as applicable, required
pursuant to the following provisions of this Section 2.06(e).





     (i) Restricted Definitive Notes to Restricted Definitive Notes. Any Restricted
Definitive Note may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Note if the Registrar receives the
following:




     (A) if the transfer shall be made pursuant to Rule 144A, a certificate in the
form of Exhibit B hereto, including the certifications in item (1) thereof;




     (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, a
certificate in the form of Exhibit B hereto, including the certifications in item
(2) thereof; and




     (C) if the transfer shall be made pursuant to any other exemption from the
registration requirements of the Securities Act, a certificate in the form of
Exhibit B hereto, including the certifications, certificates and Opinion of Counsel
required by item (3) thereof, if applicable.




     (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the holder thereof for an Unrestricted
Definitive Note or transferred to a Person or Persons who take delivery thereof in the form
of an Unrestricted Definitive Note only if:




     (A) such exchange or transfer is effected pursuant to an Exchange Offer in
accordance with a Registration Rights Agreement and the holder of such beneficial
interest, in the case of an exchange, or the transferee, in the case of a transfer,
makes such certifications in the applicable Letter of Transmittal (or is deemed to
have made such certifications if delivery is made through the Applicable Procedures)
as may be required by such Registration Rights Agreement;




     (B) any such transfer is effected pursuant to a Shelf Registration Statement in
accordance with a Registration Rights Agreement;



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     (C) any such transfer is effected by a broker-dealer pursuant to an Exchange
Offer Registration Statement in accordance with a Registration Rights Agreement; or




     (D) the Registrar receives the following:




     (1) if the holder of such Restricted Definitive Notes proposes to
exchange such Notes for an Unrestricted Definitive Note, a certificate from
such holder in the form of Exhibit C hereto, including the certifications in
item (1)(d) thereof; or




     (2) if the holder of such Restricted Definitive Notes proposes to
transfer such Notes to a Person who shall take delivery thereof in the form
of an Unrestricted Definitive Note, a certificate from such holder in the
form of Exhibit B hereto, including the certifications in item (4) thereof;




and, in each such case set forth in this clause (D), if the Registrar so requests,
an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect
that such exchange or transfer shall be effected in compliance with the Securities
Act and that the restrictions on transfer contained herein and in the Private Placement
Legend shall no longer be required in order to maintain compliance with the
Securities Act.




     Upon satisfaction of the conditions of any of the clauses of this Section
2.06(e)(ii) the Trustee shall cancel the prior Restricted Definitive Note and the
Managing Shareholder on behalf of the Issuer shall execute, and, upon receipt of an
Authentication Order in accordance with Section 2.02, the Trustee shall authenticate
and deliver an Unrestricted Definitive Note in the appropriate principal amount to
the Person designated by the holder of such prior Restricted Definitive Note in
instructions delivered to the Registrar by such holder.




     (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes. A holder
of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery
thereof in the form of an Unrestricted Definitive Note. Upon receipt of a request to
register such a transfer, the Registrar shall register the Unrestricted Definitive Notes
pursuant to the instructions from the Holders thereof.



          (f) Exchange Offer. Upon the occurrence of an Exchange Offer in accordance with a
Registration Rights Agreement, the Issuer shall issue and, upon receipt of an Authentication Order
in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in
the applicable Restricted Global Notes (A) tendered for acceptance by Persons that make any and all
certifications in the applicable Letters of Transmittal (or are deemed to have made such
certifications if delivery is made through the Applicable Procedures) as may be required by such
Registration Rights Agreement, and (B) accepted for exchange in the



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Exchange Offer and (ii)
Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes tendered for acceptance by Persons who made the foregoing certification
and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the
Trustee shall reduce or cause to be reduced in a corresponding amount the aggregate principal
amount of the applicable Restricted Global Notes, and the Issuer shall execute and the Trustee
shall authenticate and deliver to the Persons designated by the Holders of Restricted Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.



          (g) Legends. The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under this Indenture unless specifically stated otherwise in the applicable
provisions of this Indenture.




          (i) Private Placement Legend.





     (A) Except as permitted by clause (B) below, each Global Note and each Definitive Note
(and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:




     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES ACT”), AND
ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.




     BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A
“QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT)
OR (B) IT IS NOT A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN “OFFSHORE
TRANSACTION” IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT, (2) AGREES
THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY
RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE ISSUER OR ANY
SUBSIDIARY THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT
(IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL IF THE ISSUER SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON
TO WHOM THIS



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SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS
LEGEND. AS USED HEREIN, THE TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S.
PERSON” HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT.




     (B) Notwithstanding the foregoing, any Global Note or Definitive Note issued pursuant
to clauses (b)(iv), (c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this
Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not
bear the Private Placement Legend.




     (ii) Global Note Legend. Each Global Note shall bear a legend in substantially
the following form:




     THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE OF THE
CLEARING AGENCY. THIS NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE CLEARING AGENCY OR ITS NOMINEE EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER
OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE TO THE CLEARING
AGENCY OR A NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIPTED IN THE INDENTURE.



          (h) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests
in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note
has been redeemed, repurchased or cancelled in whole and not in part, each such Global Note shall
be returned to or retained and cancelled by the Trustee in accordance with Section 2.11. At any
time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or
transferred to a Person who shall take delivery thereof in the form of a beneficial interest in
another Global Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if
the beneficial interest is being exchanged for or transferred to a Person who shall take delivery
thereof in the form of a beneficial interest in another Global Note, such other Global Note shall
be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by
the Depositary at the direction of the Trustee to reflect such increase.




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          (i) General Provisions Relating to Transfers and Exchanges.



          (i) No service charge shall be made to a Holder of a beneficial interest in a Global Note or
to a Holder of a Definitive Note for any registration of transfer or exchange, but the Issuer may
require payment of a sum sufficient to cover any transfer tax or similar governmental charge
payable in connection therewith (other than any such transfer taxes or similar governmental charge
payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.08, 3.09, 3.10, 4.13, 4.18 and
9.05).



          (ii) All Global Notes and Definitive Notes issued upon any registration of transfer or
exchange of Global Notes or Definitive Notes shall be the valid obligations of the Issuer,
evidencing the same Debt, as the Global Notes or Definitive Notes surrendered upon such
registration of transfer or exchange and shall be entitled to all of the benefits of this Indenture
equally and proportionately with all other Notes duly issued hereunder.



          (iii) Neither the Registrar nor the Issuer shall be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of business 15 days
before the day of any selection of Notes for redemption under Section 3.02 and ending at the close
of business on the date of selection, (B) to register the transfer of or to exchange any Note so
selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (C) to register the transfer of or to exchange a Note between a record date
(including a Regular Record Date) and the next succeeding Interest Payment Date.



          (iv) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any
Agent and the Issuer may deem and treat the Person in whose name any Note is registered as the
absolute owner of such Note for the purpose of receiving payment of principal of and interest on
such Note and for all other purposes, in each case regardless of any notice to the contrary.



          (v) All certifications, certificates and Opinions of Counsel required to be submitted to the
Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be
submitted by facsimile.



          (vi) The Trustee is hereby authorized and directed to enter into a letter of representation
with the Depositary, if applicable, in the form provided by the Issuer and to act in accordance
with such letter.



          (vii) To permit registrations of transfers and exchanges, the Issuer shall execute, and the
Trustee shall authenticate, Global Notes and Definitive Notes upon the Issuer’s order or at the
Registrar’s request.



          (viii) The Registrar shall not be required to register the transfer of or exchange any Note
selected for redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part.



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          (ix) The Trustee shall authenticate Global Notes and Definitive Notes in accordance with the
provisions of Section 2.02.



Section 2.07 Replacement Notes.




          If any mutilated Note is surrendered to the Trustee or the Issuer and the Trustee ant the
Issuer receives evidence to its satisfaction of the destruction, loss or theft of any Note, the
Issuer shall issue and the Trustee, upon receipt of an Authentication Order in accordance with
Section 2.02, shall authenticate a replacement Note. If required by the Trustee or the Issuer, the
Holder of such Note shall provide indemnity sufficient, in the judgment of the Trustee or the
Issuer, as applicable, to protect the Issuer, the Trustee, any Agent from any loss that any of them
may suffer in connection with such replacement. If required by the Issuer, such Holder shall
reimburse the Issuer for its reasonable expenses in connection with such replacement.



          Every replacement Note issued in accordance with this Section 2.07 shall be the valid
obligation of the Issuer evidencing the same Debt as the destroyed, lost or stolen Note and shall
be entitled to all of the benefits of this Indenture equally and proportionately with all other
Notes duly issued hereunder.



Section 2.08 Outstanding Notes.




          (a) The Notes outstanding at any time shall be the entire principal amount of Notes
represented by all the Global Notes and Definitive Notes authenticated by the Trustee except for
those cancelled by it, those delivered to it for cancellation, those subject to reductions in
beneficial interests effected by the Trustee in accordance with Section 2.06, and those described
in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note shall not
cease to be outstanding because the Issuer or an Affiliate of the Issuer holds the Note; provided,
however, that Notes held by the Issuer, a Guarantor or any of their respective Subsidiaries shall
be deemed not to be outstanding for purposes of Section 3.07(b).



          (b) If a Note is replaced pursuant to Section 2.07, it shall cease to be outstanding unless
the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide
purchaser.



          (c) If the principal amount of any Note is considered paid under Section 4.01, it shall cease
to be outstanding and interest on it shall cease to accrue.



          (d) If the Paying Agent (other than the Issuer, a Guarantor or any of their respective
Subsidiaries or an Affiliate of any thereof) holds, on a redemption date, a Purchase Date or
maturity date, funds sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.



Section 2.09 Treasury Notes.




          In determining whether the Holders of the required principal amount of Notes have concurred in
any direction, waiver or consent, Notes owned by the Issuer, a Guarantor, any



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of their respective
Subsidiaries or any of Affiliates or any thereof, shall be considered as though not outstanding,
except that for the purposes of determining whether the Trustee shall be protected in relying on
any such direction, waiver or consent, only Notes that a Responsible Officer of the Trustee knows
are so owned shall be so disregarded.



Section 2.10 Temporary Notes.




          Until certificates representing Notes are ready for delivery, the Issuer may prepare and the
Trustee, upon receipt of an Authentication Order in accordance with Section 2.02, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive
Notes but may have variations that the Issuer considers appropriate for temporary Notes and as
shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Issuer shall
prepare and the Trustee shall authenticate Global Notes or Definitive Notes in exchange for
temporary Notes, as applicable.



          Holders of temporary Notes shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.



Section 2.11 Cancellation.




          The Issuer at any time may deliver Notes to the Trustee for cancellation. The Registrar and
Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. Upon sole written direction of the Issuer, the Trustee and no one
else shall cancel all Notes surrendered for registration of transfer, exchange, payment,
replacement or cancellation and shall destroy cancelled Notes (subject to the record retention
requirements of the Exchange Act or other applicable laws) unless the Issuer directs them to be
returned to it. Certification of the destruction of all cancelled Notes shall be delivered to the
Issuer from time to time upon request unless by a written order, signed by an Officer of the
Managing Shareholder, the Issuer shall direct that cancelled Notes be returned to it. The Issuer
may not issue new Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.



Section 2.12 Defaulted Interest.




          If the Issuer defaults in a payment of interest on the Notes, it shall pay the defaulted
interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in each case at the
rate provided in the Notes and in Section 4.01. The Issuer shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date of the proposed
payment. The Issuer shall fix or cause to be fixed each such special record date and payment date,
provided that no such special record date shall be less than 10 days prior to the related payment
date for such defaulted interest. At least 15 days before the special record date, the Issuer (or,
upon the written request of the Issuer, the Trustee in the name and at the expense of the Issuer)
shall mail or cause to be mailed to Holders a notice that states the special record date, the
related payment date and the amount of such interest to be paid.



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Section 2.13 ISINs and Common Codes.




          The Issuer in issuing the Notes may use ISINs or Common Codes, and if so, the Trustee shall
use the ISIN and Common Code in notices of redemption or exchange as a convenience to Holders;
provided, however, that any such notice may state that no representation is made by the Trustee or
the Issuer as to the correctness or accuracy of the ISIN and Common Code printed in the notice or
on the Notes, and that reliance may be placed only on the other identification numbers printed on
the Notes. The Issuer shall promptly notify the Trustee in writing of any changes in any ISINs or
Common Codes.



Section 2.14 Special Interest.




          If Special Interest is payable by the Issuer pursuant to a Registration Rights Agreement and
paragraph 1 of the Notes, the Issuer shall deliver to the Trustee a certificate to that effect
stating (i) the amount of such Special Interest that is payable and (ii) the date on which such
interest is payable pursuant to Section 4.01. Unless and until a Responsible Officer of the
Trustee receives such a certificate or instruction or direction from the Holders in accordance with
the terms of this Indenture, the Trustee may assume without inquiry that no Special Interest is
payable. The Trustee shall not at any time be under any duty or responsibility with respect to the
determination of Special Interest. The foregoing shall not prejudice the rights of the Holders with
respect to their entitlement to Special Interest as otherwise set forth in this Indenture or the
Notes and pursuing any action against the Issuer directly or otherwise directing the Trustee to
take any such action in accordance with the terms of this Indenture and the Notes. If the Issuer
has paid Special Interest directly to the Persons entitled to it, the Issuer shall deliver to the
Trustee an Officers’ Certificate setting forth the details of such payment.



Section 2.15 Issuance of Additional Notes.




          The Issuer shall be entitled, subject to its compliance with Section 4.09, to issue Additional
Notes under this Indenture which shall have identical terms as the Initial Notes issued on the date
hereof, other than with respect to the date of issuance, issue price and rights under a related
Registration Rights Agreement, if any. The Initial Notes issued on the date hereof, any Additional
Notes and all Exchange Notes issued in exchange therefor shall be treated as a single class for all
purposes under this Indenture, including, directions, waivers, amendments, consents, redemptions
and Offers to Purchase.



          With respect to any Additional Notes, the Issuer shall set forth in a Board Resolution of the
Issuer and an Officers’ Certificate, a copy of each of which shall be delivered to the Trustee, the
following information:



          (a) the aggregate principal amount of such Additional Notes to be authenticated and delivered
pursuant to this Indenture;



          (b) the issue price, the issue date and the ISIN number or Common Code of such Additional
Notes; provided, however, that no Additional Notes may be issued at a price that would cause such
Additional Notes to have “original issue discount” within the meaning of



-53-









 







Section 1273 of the Code,
other than a de minimis original issue discount within the meaning of Section 1273 of the Code; and



          (c) whether such Additional Notes shall be subject to the restrictions on transfer set forth
in Section 2.06 relating to Restricted Global Notes and Restricted Definitive Notes.



Section 2.16 Record Date.




          The record date for purposes of determining the identity of Holders of Notes entitled to vote
or consent to any action by vote or consent authorized or permitted under this Indenture shall be
determined as provided for in TIA Section 316(c).



ARTICLE 3.




REDEMPTION AND PREPAYMENT




Section 3.01 Notices to Trustee.




          If the Issuer elects to redeem Notes pursuant to the optional redemption provisions of Section
3.07 or Section 3.08, it shall furnish to the Trustee, at least 30 days but not more than 60 days
before a redemption date (or such shorter period as allowed by the Trustee), an Officers’
Certificate setting forth (a) the applicable section of this Indenture pursuant to which the
redemption shall occur, (b) the redemption date, (c) the principal amount of Notes to be redeemed
and (d) the redemption price.



Section 3.02 Selection of Notes to Be Redeemed.




          If less than all of the Notes are to be redeemed at any time, the Trustee shall select the
Notes to be redeemed among the Holders in compliance with the requirements of the principal
national securities exchange, if any, on which the Notes are listed or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the Trustee deems fair
and appropriate (and in compliance with applicable legal requirements). However, no Notes of a
principal amount of €50,000 or less shall be redeemed in part, and, if a partial redemption of
Notes is made with the proceeds of a public offering of common equity securities of Hayes,
selection of the Notes or portions of the Notes for redemption shall be made by the Trustee only on
a proportional basis or on as nearly a proportional basis as is practicable, unless that method is
otherwise prohibited. In the event of partial redemption by lot, the particular Notes to be
redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee from the outstanding Notes not previously called
for redemption.



          The Trustee shall promptly notify the Issuer in writing of the Notes selected for redemption
and, in the case of any Note selected for partial redemption, the principal amount thereof to be
redeemed. Notes and portions of Notes selected shall be in amounts of €50,000 or integral
multiples of €1,000 in excess thereof, except that if all of the Notes of a Holder are to be
redeemed, the entire outstanding amount of Notes held by such Holder, even if not an integral



-54-









 







multiple of €1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also apply to portions of
Notes called for redemption.



Section 3.03 Notice of Redemption.




          At least 30 days but not more than 60 days prior to a redemption date, the Issuer shall
provide notice to Euroclear and Clearstream (so long as the Notes are in global form) and, if such
notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so
require, the Issuer shall publish a notice thereof on the website of the Luxembourg Stock Exchange
at www.bourse.le or in a newspaper having a general circulation in Luxembourg and in addition, mail
such notice by first-class mail to each Holder at their respective addresses in the register of the
Holders of the Notes, if any, maintained by the Registrar (or otherwise shall deliver such notice
in accordance with applicable Euroclear and Clearstream procedures).



          The notice shall identify the Notes to be redeemed and shall state:



          (a) the redemption date;



          (b) The appropriate calculation of the redemption price, but need not include the redemption
price itself. The actual redemption price, calculated as described above, shall be set forth in an
Officers’ Certificate delivered to the Trustee no later than two (2) Business Days prior to the
redemption date;



          (c) if any Note is being redeemed in part, the portion of the principal amount of such Note to
be redeemed and that, after the redemption date upon surrender of such Note, if applicable, a new
Note or Notes in principal amount equal to the unredeemed portion shall be issued upon cancellation
of the original Note;



          (d) the name and address of the Paying Agent;



          (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the
redemption price;



          (f) that, unless the Issuer defaults in making such redemption payment, interest on Notes
called for redemption ceases to accrue on and after the redemption date;



          (g) the applicable section of this Indenture pursuant to which the Notes called for redemption
are being redeemed; and



          (h) that no representation is made as to the correctness of the ISIN numbers or Common Codes,
if any, listed in such notice or printed on the Notes.



          At the Issuer’s request, the Trustee shall give the notice of redemption in the Issuer’s name
and at its expense; provided, however, that the Issuer shall have delivered to the
Trustee, at least 30 days (or such shorter period allowed by the Trustee) prior to the
redemption



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date, an Officers’ Certificate requesting that the Trustee give such notice (in the name
and at the expense of the Issuer) and setting forth the information to be stated in such notice as
provided in this Section 3.03.



Section 3.04 Effect of Notice of Redemption.




          Once notice of redemption is mailed in accordance with Section 3.03, Notes called for
redemption shall become irrevocably due and payable on the redemption date at the redemption price.
A notice of redemption may not be conditional.



Section 3.05 Deposit of Redemption Price.




          On or prior to 11:00 a.m. London time on the Business Day prior to any redemption date, the
Issuer shall deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and, if applicable, accrued and unpaid interest on all Notes to be redeemed on
that date. The Trustee or the Paying Agent shall promptly, and in any event within two (2)
Business Days after the redemption date, return to the Issuer any money deposited with the Trustee
or the Paying Agent by the Issuer in excess of the amounts necessary to pay the redemption price
of, and, accrued and unpaid interest, if any, on all Notes to be redeemed.



          If the Issuer complies with the provisions of the preceding paragraph, on and after the
redemption date, interest shall cease to accrue on Notes or portions of Notes called for purchase
or redemption in accordance with Section 2.08(d), whether or not such Notes are presented for
payment. If a Note is redeemed on or after a Regular Record Date but on or prior to the related
Interest Payment Date, then any accrued and unpaid interest, if any, shall be paid to the Person in
whose name such Note was registered at the close of business on such Regular Record Date. If any
Note called for redemption shall not be so paid upon surrender for redemption because of the
failure of the Issuer to comply with the preceding paragraph, interest shall be paid on the unpaid
principal from the redemption date until such principal is paid, and to the extent lawful on any
interest not paid on such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01.



Section 3.06 Notes Redeemed in Part.




          Upon surrender of a Note that is redeemed in part, the Issuer shall issue and, upon the
Issuer’s written request, the Trustee shall authenticate for the Holder at the expense of the
Issuer a new Note equal in principal amount to the unredeemed portion of the Note surrendered.



Section 3.07 Optional Redemption.




          (a) At any time prior to June 15, 2011, the Issuer may redeem all or any portion of the Notes,
at once or over time, after giving the required notice under this Indenture, at a redemption price
equal to the greater of:




     (1) 100% of the principal amount of the Notes to be redeemed, and



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     (2) the sum of the present values of (A) the redemption price of the Notes at June 15,
2007 (as set forth below) and (B) the remaining scheduled payments of interest from the
redemption date through June 15, 2011, but excluding accrued and unpaid interest through the
redemption date, discounted to the redemption date (assuming a 360 day year consisting of
twelve 30 day months), at the Bund Rate plus 75 basis points,


plus, in either case, accrued and unpaid interest, including Special Interest and any Additional
Amounts, (if any) then due on the Notes redeemed, to but excluding the redemption date (subject to
the right of holders of record on the relevant record date to receive interest due on the relevant
interest payment date).




          (b) In addition, at any time and from time to time prior to June 15, 2010, the Issuer may
redeem up to a maximum of 35% of the aggregate principal amount of the Notes (including any
Additional Notes) with the proceeds of one or more Equity Offerings at a redemption price equal to
108.25% of the principal amount thereof, plus accrued and unpaid interest, including Special
Interest thereon and any Additional Amounts (if any) then due on the Notes redeemed, to the
redemption date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant interest payment date); provided, however, that after giving effect to
any such redemption, at least 65% of the aggregate principal amount of the Notes (including any
Additional Notes) remains outstanding. Any such redemption shall be made within 75 days of such
Equity Offering upon not less than 30 nor more than 60 days’ prior notice.



          (c) Except as otherwise provided herein, the Notes will not be redeemable at the option of the
Issuer prior to June 15, 2011. Starting on that date, the Issuer may redeem all or any portion of
the Notes, at once or over time, after giving the required notice under this Indenture. The Notes
may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest,
including Special Interest thereon and any Additional Amounts (if any) then due on the Notes
redeemed, to but excluding the redemption date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment date). The following
prices are for Notes redeemed during the 12-month period commencing on June 15 of the years set
forth below, and are expressed as percentages of principal amount:



	 	 	 	 	 
	Year	 	Redemption Price
	2011
	 	 	104.125	%
	2012
	 	 	102.063	%
	2013 and thereafter
	 	 	100.00	%






          (d) Any prepayment pursuant to this Section 3.07 shall be made pursuant to the provisions of
Sections 3.01 through 3.06.



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Section 3.08 Redemption for Taxation Reasons.




          The Issuer may redeem the Notes, in whole but not in part, at its discretion at any time upon
giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes (which
notice shall be irrevocable and shall be given in accordance with the procedures described in this
Section 3.08, at a redemption price equal to the principal amount thereof, together with accrued
and unpaid interest to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and
all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a
result of the redemption or otherwise (subject to the right of Holders of Notes on the relevant
record date to receive interest due on the relevant interest payment date and Additional Amounts
(if any) in respect thereof), if on the next date on which any amount would be payable in respect
of the Notes, the Issuer has been or would be required to pay Additional Amounts, and the Issuer
cannot avoid any such payment obligation by taking reasonable measures available to it, as a result
of:




     (1) any change in, or amendment to, the laws or treaties (or any regulations, or
rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which
change or amendment has not been publicly announced as formally proposed before and which
becomes effective on or after the date of this Indenture (or, if the relevant Tax
Jurisdiction has changed since the date of this Indenture, the date on which the then
current Tax Jurisdiction became the applicable Tax Jurisdiction under this Indenture); or




     (2) any change in, or amendment to, the existing official position or the introduction
of an official position regarding the application, administration or interpretation of such
laws, treaties, regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction or a change in published practice), which change, amendment,
application or interpretation has not been publicly announced as formally proposed before
and becomes effective on or after the date of this Indenture (or, if the relevant Tax
Jurisdiction has changed since the date of this Indenture, the date on which the then
current Tax Jurisdiction became the applicable Tax Jurisdiction under this Indenture).



          The Issuer shall not give any notice of redemption under this Section 3.08 earlier than 90
days prior to the earliest date on which the Issuer would be obligated to make such payment
or withholding if a payment in respect of the Notes were then due. Notwithstanding the
foregoing, the Issuer may not redeem the Notes under this Section 3.08 if the relevant Tax
Jurisdiction changes under this Indenture and the Issuer is obligated to pay any Additional Amounts
as a result of a change in, or an amendment to, the laws or treaties (or any regulations or rulings
promulgated thereunder), or any change in or amendment to, any official position regarding the
application, administration or interpretation of such laws, treaties, regulations or rules, of the
then current Tax Jurisdiction which, at the time such Tax Jurisdiction became the applicable Tax
Jurisdiction under this Indenture, was publicly announced as formally proposed. Prior to the
publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to this
Section 3.08, the Issuer shall deliver to the Trustee an Opinion of Counsel, to the effect that
there has been such change or amendment. In addition, before the Issuer publishes or mails notice
of



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redemption of the Notes as described above, it shall deliver to the Trustee an Officers’
Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking
reasonable measures available to it.



          The Trustee shall accept such Officers’ Certificate and Opinion of Counsel as sufficient
evidence of satisfaction of the conditions precedent as described above, in which event it shall be
conclusive and binding on the Holders.



          For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any
other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November
2000 on the taxation of savings income or any law implementing, or complying with, or introduced in
order to conform to, such directive shall not be deemed to be a change or amendment for purposes of
this Section 3.08.



Section 3.09 Mandatory Redemption.




          Except as set forth in Sections 4.13 and 4.18, the Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to, or offers to purchase, the Notes.



Section 3.10 Offers To Purchase.




          (a) In the event that, pursuant to Section 4.13 or 4.18, the Issuer shall be required to
commence a Prepayment Offer or Change of Control Offer (each, an “Offer to Purchase”), it shall
follow the procedures specified below.



          (b) the Issuer shall cause a notice of the Offer to Purchase to be sent at least once to the
Dow Jones News Service or similar business news service in the United States; and



          (c) the Issuer shall commence the Offer to Purchase by sending, by first-class mail, with a
copy to the Trustee, to each Holder, at such Holder’s address appearing in the Security Register a
notice, the terms of which shall govern the Offer to Purchase, stating:




     (i) that the Offer to Purchase is being made pursuant to this Section 3.10 and Section
4.13 or 4.18 as the case may be, and, in the case of a Change of Control Offer, that a
Change of Control has occurred, the circumstances and relevant facts regarding the Change of
Control, and that a Change of Control Offer is being made pursuant to Section 4.18;




     (ii) that the principal amount of Notes required to be purchased pursuant to Section
4.13 or 4.18 (the “Offer Amount”), the purchase price, the Offer Period and the Purchase
Date (each as defined below);




     (iii) except as provided in clause (ix), that all Notes timely tendered and not
withdrawn shall be accepted for payment;



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     (iv) that any Note not tendered or accepted for payment shall continue to accrue
interest;




     (v) that, unless the Issuer defaults in making such payment, any Note accepted for
payment pursuant to the Offer to Purchase shall cease to accrue interest after the Purchase
Date;




     (vi) that Holders electing to have a Note purchased pursuant to the Offer to Purchase
may elect to have Notes purchased in integral multiples of €1,000 only;




     (vii) that Holders electing to have a Note purchased pursuant to the Offer to Purchase
shall be required to surrender the Note, with the form entitled “Option of Holder to Elect
Purchase” on the reverse of the Note completed, or transfer by book-entry transfer, to the
Issuer, a Depositary, if appointed by the Issuer, or a Paying Agent, if any, at the address
specified in the notice before the close of business on the third Business Day before the
Purchase Date;




     (viii) that Holders shall be entitled to withdraw their election if the Issuer, the
Depositary or the Paying Agent, as the case may be, receives, not later than the expiration
of the Offer Period, a telegram, facsimile transmission or letter setting forth the name of
the Holder, the principal amount of the Note (or portions thereof) the Holder delivered for
purchase and a statement that such Holder is withdrawing his election to have such Note
purchased;




     (ix) that, in the case of an Prepayment Offer, if the aggregate principal amount of
Notes surrendered by Holders exceeds the Offer Amount, the Issuer shall select the Notes to
be purchased on a pro rata basis (with such adjustments as may be deemed appropriate by the
Issuer so that only Notes in denominations of €50,000 or integral multiples of €1,000
in excess thereof shall be purchased);




     (x) that Holders whose Notes were purchased in part shall be issued new Notes equal in
principal amount to the unpurchased portion of the Notes surrendered (or transferred by
book-entry transfer); and




     (xi) that any other procedures that Holders must follow in order to tender their Notes
(or portions thereof) for payment and the procedures that Holders must follow in order to
withdraw an election to tender Notes (or portions thereof) for payment.



          (d) The Offer to Purchase shall remain open for a period of at least 30 days but no more than
60 days following its commencement, except to the extent that a longer period is required by
applicable law (the “Offer Period”). No later than five (5) Business Days after the termination of
the Offer Period (the “Purchase Date”), the Issuer shall purchase the Offer Amount or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Offer to Purchase.
Payment for any Notes so purchased shall be made in the same manner as interest payments are made.



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          (e) On or prior to the Purchase Date, the Issuer shall, to the extent lawful:




     (i) accept for payment (on a pro rata basis to the extent necessary in connection with
an Prepayment Offer) the Offer Amount of Notes or portions of Notes properly tendered
pursuant to the Offer to Purchase, or if less than the Offer Amount has been tendered, all
Notes tendered;




     (ii) deposit with the Paying Agent an amount equal to the Offer Amount in respect of
all Notes or portions of Notes properly tendered; and




     (iii) deliver or cause to be delivered to the Trustee the Notes so accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes or portions of
Notes being purchased by the Issuer and that such Notes or portions thereof were accepted
for payment by the Issuer in accordance with the terms of this Section 3.10.



          (f) The Issuer, the Depositary or the Paying Agent, as the case may be, shall promptly (but in
any event not later than five (5) Business Days after the Purchase Date) deliver to each tendering
Holder of Notes properly tendered and accepted by the Issuer for purchase the Purchase Amount for
such Notes, and the Issuer shall promptly execute and issue a new Note, and the Trustee, upon
receipt of an Authentication Order shall authenticate and deliver (or cause to be transferred by
book-entry) such new Note to such Holder, in a principal amount equal to any unpurchased portion of
the Note surrendered; provided, however, that each such new Note shall be in a principal amount of
€50,000 or an integral multiple of €1,000. Any Note not so accepted shall be promptly mailed
or delivered by the Issuer to the Holder thereof. The Issuer shall publicly announce the results
of the Offer to Purchase on the Purchase Date.



          (g) If the Purchase Date is on or after a Regular Record Date and on or before the related
Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a
Note is registered at the close of business on such Regular Record Date, and no
additional interest shall be payable to Holders who tender Notes pursuant to the Offer to
Purchase.



          (h) The Issuer shall comply, to the extent applicable, with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder to the extent those
laws and regulations are applicable in connection with the Offer to Purchase. To the extent that
the provisions of any securities laws or regulations conflict with Section 4.13 or 4.18, as
applicable, this Section 3.10 or other provisions of this Indenture, the Issuer shall comply with
the applicable securities laws and regulations and shall not be deemed to have breached its
obligations under Section 4.13 or 4.18, as applicable, this Section 3.10 or such other provision by
virtue of such compliance.



          (i) Other than as specifically provided in this Section 3.10, any purchase pursuant to this
Section 3.10 shall be made in accordance with the provisions of Section 3.01 through 3.06.



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ARTICLE 4.




COVENANTS




          For the purposes of determining compliance with any covenant, the U.S. Dollar Equivalent will
be used, if and to the extent relevant.




Section 4.01 Payment of Notes.




          (a) The Issuer shall pay or cause to be paid the principal of, premium, if any, and interest
on, the Notes on the dates and in the manner provided in this Indenture and the Notes. Principal,
premium, if any, and interest shall be considered paid on the date due if the Paying Agent, if
other than Hayes or a Subsidiary thereof, holds as of 11:00 a.m. London Time on the due date money
deposited by the Issuer in immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. Such Paying Agent shall return to the Issuer
promptly, and in any event, no later than five (5) Business Days following the date of payment, any
money (including accrued interest) that exceeds such amount of principal, premium, if any, and
interest paid on the Notes. The Issuer shall pay Special Interest and any Additional Amounts, if
any, in the same manner, on the dates and in the amounts set forth in a Registration Rights
Agreement, the Notes and this Indenture. If a payment date is a Legal Holiday at a place of
payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue on such payment for the intervening period.




          (b) The Issuer shall pay interest on overdue principal and on overdue installments of interest
(without regard to any applicable grace periods) and on any Additional Amounts, from time to time
on demand at the rate borne by the Notes. Any interest paid on the Notes shall be increased to the
extent necessary to pay Additional Amounts as set forth therein.




          (c) Interest shall be computed on the basis of a 360-day year composed of twelve 30-day
months.




Section 4.02 Maintenance of Office or Agency.




          (a) The Issuer shall maintain the office or agency required under Section 2.03. The Issuer
shall give prompt written notice to the Trustee of the location, and any change in the location, of
such offices or agencies. If at any time the Issuer shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with an address thereof, such presentations,
surrenders, notices and demands may be made or served at the address of the Trustee set forth in
Section 12.02.




          (b) The Issuer may also from time to time designate one or more other offices or agencies
where the Notes may be presented or surrendered for any or all such purposes and may from time to
time rescind such designations. The Issuer shall give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such other office or
agency.




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          (c) The Issuer hereby designates the Corporate Trust Office of the Trustee, as one such
office, drop facility or agency of the Issuer in accordance with Section 2.03.




Section 4.03 Reports.




          Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, the Issuer shall file with the SEC and provide the Trustee and
Holders with such annual reports and such information, documents and other reports as are specified
in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, such information, documents and reports (which may be reports of Hayes) to be so filed
with the SEC and provided at the times specified for the filing of such information, documents and
reports under such Sections; provided, however, that the Issuer shall not be so obligated to file
such information, documents and reports with the SEC if the SEC does not permit such filings;
provided further, that so long as Hayes complies with the requirements of Rule 3-10 of Regulation
S-X promulgated by the SEC (or any successor provision), the reports, information and other
documents required to be filed and furnished to holders of the Notes pursuant to this Section 4.03
may, at the option of the Issuer, be filed by and be those of Hayes rather than the Issuer.




          The Issuer shall furnish to Holders and to prospective investors, upon the request of such
Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities
Act so long as the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the
Securities Act.




Section 4.04 Compliance Certificate.




          (a) The Issuer shall deliver to the Trustee, within 90 days after the end of each fiscal year,
an Officers’ Certificate stating that a review of the activities of the Issuer, the Guarantors and
their respective Subsidiaries during the preceding fiscal year has been made under the supervision
of the signing Officers with a view to determining whether the Issuer, the Guarantors and their
respective Subsidiaries have kept, observed, performed and fulfilled their obligations under this
Indenture, and further stating, as to each such Officer signing such certificate, that to the best
of his or her knowledge, the Issuer, the Guarantors and their Subsidiaries have kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and are not in default
in the performance or observance of any of the terms, provisions and conditions of this Indenture
(or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events
of Default of which he or she may have knowledge and what action the Issuer is taking or proposes
to take with respect thereto) and that to the best of his or her knowledge no event has occurred
and remains in existence by reason of which payments on account of the principal of, premium, if
any, or interest on the Notes is prohibited or if such event has occurred, a description of the
event and what action the Issuer is taking or proposes to take with respect thereto.




          (b) The Issuer shall otherwise comply with TIA § 314(a)(2).




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          (c) The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any Default or Event of Default, its
status and what action the Issuer is taking or proposes to take with respect thereto.




          (d) The Trustee shall not be charged with knowledge of any Default or Event of Default with
respect to this Indenture or the Notes, unless either (i) an authorized officer shall have actual
knowledge of such Default or Event of Default or (ii) written notice of such Default or Event of
Default shall have been given to the Trustee by the Issuer or by any Holder of Notes.




Section 4.05 Taxes.




          The Issuer and Hayes shall pay, and shall cause each of their respective Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies, except such as are
being contested in good faith and by appropriate proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders.




Section 4.06 Stay, Extension and Usury Laws.




          The Issuer and Hayes covenants (to the extent that it may lawfully do so) that it shall not at
any time insist upon, plead, or in any manner whatsoever claim or take the benefit or
advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this Indenture; and each of the
Issuer and Hayes (to the extent that it may lawfully do so) hereby expressly waives all benefit or
advantage of any such law, and covenants that it shall not, by resort to any such law, hinder,
delay or impede the execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.




Section 4.07 Corporate Existence.




          Subject to Article 5, each of the Issuer and Hayes shall do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate, partnership or other
existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in
accordance with the respective organizational documents (as the same may be amended from time to
time) of the Issuer, Hayes or any such Restricted Subsidiary; provided, however, that the Issuer
and Hayes shall not be required to preserve the corporate, partnership or other existence of any
Restricted Subsidiary, if the Board of Directors of each of the Issuer and Hayes shall determine
that the preservation thereof is no longer desirable in the conduct of the business of the Issuer,
Hayes and the Restricted Subsidiaries, taken as a whole, and that the loss thereof is not adverse
in any material respect to the Holders, or that such preservation is not necessary in connection
with any transaction not prohibited by this Indenture.




Section 4.08 Payments for Consent.




          Hayes and the Issuer will not, and shall not permit any of their respective Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee
or otherwise, to any Holder of any Notes for or as an inducement to any consent,



-64-









 







waiver or
amendment of any of the terms or provisions of this Indenture or the Notes or the guarantees unless
such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such consent, waiver or
agreement.



Section 4.09 Incurrence of Debt.




          Hayes and the Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries to, Incur, directly or indirectly, any Debt unless, after giving effect to the
application of the proceeds thereof, no Default or Event of Default would occur as a consequence of
such Incurrence or be continuing following such Incurrence and either:




     (1) such Debt is Debt of the Issuer or a Guarantor and after giving effect to the
Incurrence of such Debt and the application of the proceeds thereof, the Consolidated
Interest Coverage Ratio would be greater than 2.00 to 1.00, or




     (2) such Debt is Permitted Debt.




     The term “Permitted Debt” is defined to include the following:




     (a) (i) Debt of the Issuer evidenced by the Initial Notes issued pursuant to this
Indenture and the Exchange Notes issued in exchange for such Initial Notes and in exchange
for any Additional Notes and (ii) Debt of the Guarantors evidenced by Note Guarantees
relating to the Initial Notes issued pursuant to this Indenture and the Exchange Notes
issued in exchange for such Initial Notes and in exchange for any Additional Notes;




     (b) Debt of the Issuer or a Guarantor under Credit Facilities or up to $125 million of
Debt Incurred by a Securitization Entity in a Qualified Securitization Transaction that is
nonrecourse to Hayes or any Restricted Subsidiary (except for Standard Securitization
Undertakings), provided that the aggregate principal amount of all such Debt under this
clause (b) at any one time outstanding shall not exceed the greater of:




     (1) $650 million, which amount shall be permanently reduced by the amount of
proceeds from Asset Sales used to Repay Debt under the New Credit Facility, and not
subsequently reinvested in Additional Assets or used to purchase Notes or Repay
other Debt, pursuant to Section 4.13 and




     (2) the sum of the amounts equal to:




     (A) 80% of the book value of the accounts receivable of Hayes and the
Restricted Subsidiaries, and




     (B) 60% of the book value of the inventory of Hayes and the Restricted
Subsidiaries;



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     (c) Debt of the Issuer or a Restricted Subsidiary in respect of Capital Lease
Obligations and Purchase Money Debt, provided that:




     (1) the aggregate principal amount of such Debt does not exceed the fair market
value (on the date of the Incurrence thereof) of the Property acquired, constructed
or leased, and




     (2) the aggregate principal amount of all Debt Incurred and then outstanding
pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred
and then outstanding in respect of Debt previously Incurred pursuant to
this clause (c)) does not exceed the greater of $75 million or 10% of
Consolidated Net Tangible Assets aggregate principal amount outstanding at any one
time;




     (d) Debt of Hayes owing to and held by any Restricted Subsidiary and Debt of a
Restricted Subsidiary owing to and held by Hayes or any Restricted Subsidiary; provided,
however, that any subsequent issue or transfer of Capital Stock or other event that results
in any such Restricted Subsidiary ceasing to be a Subsidiary or any subsequent transfer of
any such Debt (except to Hayes or a Restricted Subsidiary) shall be deemed, in each case, to
constitute the Incurrence of such Debt not constituting Permitted Debt under this clause (d)
by the obligor thereof, provided further, however, if the Issuer or any Guarantor is the
obligor on any such Debt, such Debt must be expressly subordinated in right of payment to
the prior payment in full of all obligations with respect to the Notes and the Guarantees,
as the case may be;




     (e) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted
Subsidiary is acquired by Hayes or a Restricted Subsidiary or otherwise becomes a Restricted
Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion
of the funds or credit support utilized to consummate, the transaction or series of
transactions pursuant to which such Restricted Subsidiary became a Subsidiary of Hayes or
was otherwise acquired by Hayes), provided that at the time such Restricted Subsidiary is
acquired by Hayes or a Restricted Subsidiary or otherwise becomes a Restricted Subsidiary
and after giving effect to the Incurrence of such Debt, Hayes would have been able to Incur
$1.00 of additional Debt pursuant to clause (1) of the first paragraph of this Section 4.09;




     (f) Debt of Hayes or any Restricted Subsidiary under Interest Rate Agreements entered
into for the purpose of limiting interest rate risks in the ordinary course of the financial
management of Hayes or such Restricted Subsidiary and not for speculative purposes, provided
that the obligations under such agreements are, at the time of Incurrence thereof, directly
related to payment obligations on Debt otherwise permitted by the terms of this Section
4.09;




     (g) Debt of Hayes or any Restricted Subsidiary under Currency Exchange Protection
Agreements entered into for the purpose of limiting currency exchange rate risks in the
ordinary course of the financial management of Hayes or such Restricted Subsidiary and not
for speculative purposes;



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     (h) Debt of Hayes or any Restricted Subsidiary under Commodity Price Protection
Agreements entered into in the ordinary course of the financial management of Hayes or such
Restricted Subsidiary and not for speculative purposes;




     (i) Debt in connection with one or more standby letters of credit or performance bonds
issued by Hayes or any Restricted Subsidiary in the ordinary course of business or pursuant
to self-insurance obligations and not in connection with the borrowing of money or the
obtaining of advances or credit;




     (j) Debt of Hayes or any Restricted Subsidiary outstanding on the Issue Date, after
giving effect to the Transactions (as such term is defined in the final offering memorandum
regarding the Initial Notes, dated as of May 16, 2007) not otherwise described in clauses
(a) through (i) above;




     (k) Debt of the Issuer, any Guarantor or any Restricted Subsidiary in an aggregate
principal amount outstanding at any one time not to exceed $75 million;




     (l) Debt of the Issuer, any Guarantor or a Restricted Subsidiary in an aggregate
principal amount outstanding at any one time not to exceed $75 million; provided, however,
that the aggregate amount of any Debt incurred by any Restricted Subsidiary under this
clause (l), together with amounts incurred under and clause (k) above, shall not exceed the
sum of (1) 85% of the accounts receivable of such Restricted Subsidiary, (2) 60% of the
inventory of such Restricted Subsidiary and (3) 50% of the net book value of the plant,
property and equipment of such Restricted Subsidiary, in each case as shown on the most
recent balance sheet of such Restricted Subsidiary;




     (m) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause
(1) of the first paragraph of this Section 4.09 and clauses (a), (c) and (e) of the second
paragraph of this Section 4.09; and




     (n) the guarantee by any Restricted Subsidiary of Debt Incurred pursuant to clause (b)
of the second paragraph of this Section 4.09; provided that if the Debt being guaranteed is
subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or
pari passu, as applicable, to the same extent as the Debt guaranteed.




     Notwithstanding anything to the contrary contained in this Section 4.09,




     (a) Hayes and the Issuer shall not, and shall not permit any Guarantors to, Incur any
Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to
Refinance any Subordinated Debt unless such Debt shall be subordinated to the Notes or the
applicable Note Guarantee, as the case may be, to at least the same extent as such
Subordinated Debt;




     (b) Hayes and the Issuer shall not permit any of their respective Restricted
Subsidiaries that is not a Guarantor or the Issuer to Incur any Debt pursuant to this
Section 4.09 (other than pursuant to clause (d) of the second paragraph of this Section
4.09)



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if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the
Issuer or any Guarantor, and




     (c) accrual of interest, accretion or amortization of original issue discount and the
payment of interest or dividends in the form of additional Debt, will be deemed not to be an
Incurrence of Debt for purposes of this Section 4.09.



          For purposes of determining compliance with this Section 4.09, in the event that an item of
Debt meets the criteria of more than one of the categories of Permitted Debt described
in clauses (a) through (n) of the second paragraph of this Section 4.09 or is entitled to be
incurred pursuant to clause (1) of the first paragraph of this Section 4.09, the Issuer shall, in
its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion)
such item of Debt in any manner that complies with this covenant.




Section 4.10 Restricted Payments.




          Hayes and the Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries to, make, directly or indirectly, any Restricted Payment if at the time of, and after
giving effect to, such proposed Restricted Payment,





     (a) a Default or Event of Default shall have occurred and be continuing,




     (b) Hayes could not Incur at least $1.00 of additional Debt pursuant to clause (1) of
the first paragraph of Section 4.09, or




     (c) the aggregate amount of such Restricted Payment and all other Restricted Payments
declared or made since the Issue Date (the amount of any Restricted Payment, if made in
Property other than in cash, to be based upon fair market value of such Property at the time
of such Restricted Payment) would exceed an amount equal to the sum of:




     (1) 50% of the aggregate amount of Consolidated Net Income accrued during the
period (treated as one accounting period) from the beginning of the fiscal quarter
during which the Issue Date occurs to the end of the most recent fiscal quarter in
respect of which financial statements have been delivered in accordance with the
terms of this Indenture (or if the aggregate amount of Consolidated Net Income for
such period shall be a deficit, minus 100% of such deficit), plus




     (2) 100% of Capital Stock Sale Proceeds, plus




     (3) the sum of:




     (A) the aggregate net cash proceeds received by Hayes or any Restricted
Subsidiary from the issuance or sale after the Issue Date of convertible or
exchangeable Debt that has been converted into or exchanged for Capital
Stock (other than Disqualified Stock) of Hayes, and



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     (B) the aggregate amount by which Debt (other than Subordinated Debt)
of Hayes or any Restricted Subsidiary is reduced on Hayes’ consolidated
balance sheet on or after the Issue Date upon the conversion or exchange of
any Debt issued or sold on or prior to the Issue Date that is convertible or
exchangeable for Capital Stock (other than Disqualified Stock) of Hayes,




excluding, in the case of clause (A) or (B):




     (x) any such Debt issued or sold to Hayes or a Subsidiary of Hayes or
an employee stock ownership plan or trust established by Hayes or any such
Subsidiary for the benefit of their employees, and




     (y) the aggregate amount of any cash or other Property distributed by
Hayes or any Restricted Subsidiary upon any such conversion or exchange,
plus




     (4) an amount equal to the sum of:




     (A) the aggregate reduction in Investments in any Person other than
Hayes or a Restricted Subsidiary resulting from dividends, returns of
capital, repayments of loans or advances, interest or other transfers of
Property, in each case to Hayes or any Restricted Subsidiary from such
Person, and




     (B) the portion (proportionate to Hayes’ equity interest in such
Unrestricted Subsidiary) of the fair market value of the net worth of an
Unrestricted Subsidiary at the time such Unrestricted Subsidiary is
designated a Restricted Subsidiary; provided, however, that the foregoing
sum shall not exceed, in the case of any Person, the amount of Investments
previously made (and treated as a Restricted Payment) by Hayes or any
Restricted Subsidiary in such Person.


Notwithstanding the foregoing limitation, Hayes may:





     (a) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on
the declaration date, such dividends could have been paid in compliance with this Indenture;
provided, however, that at the time of such payment of such dividend, no other Default or
Event of Default shall have occurred and be continuing (or result therefrom); provided
further, however, that such dividend shall be included in the calculation of the amount of
Restricted Payments;




     (b) purchase, repurchase, redeem, legally defease, acquire or retire for value Capital
Stock of Hayes or Subordinated Debt in exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of Hayes (other than Disqualified Stock and
other than Capital Stock issued or sold to a Subsidiary of Hayes or an



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employee stock
ownership plan or trust established by Hayes or any such Subsidiary for the benefit of their
employees); provided, however, that




     (1) such purchase, repurchase, redemption, legal defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of Restricted Payments
and




     (2) the Capital Stock Sale Proceeds from such exchange or sale shall be
excluded from the calculation pursuant to clause (c)(2) of the first paragraph of
this Section 4.10;




     (c) purchase, repurchase, redeem, legally defease, acquire or retire for value any
Subordinated Debt in exchange for, or out of the proceeds of the substantially concurrent
sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase,
redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation
of the amount of Restricted Payments;




     (d) so long as no Default or Event of Default has occurred and is continuing, purchase,
repurchase, redeem, legally defease, acquire or retire for value Capital Stock from any
officer, director or employee of Hayes or its Restricted Subsidiaries in an amount not to
exceed $2 million per year; and




     (e) make Restricted Payments not to exceed $20 million in the aggregate.



Section 4.11 Liens.




          Hayes and the Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted
Liens) upon any of their Property (including Capital Stock of a Restricted Subsidiary), whether
owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits
therefrom, unless it has made or will make effective provision whereby the Notes or the applicable
Note Guarantee will be secured by such Lien equally and ratably with (or, if such other Debt
constitutes Subordinated Debt, prior to) all other Debt of Hayes or any Restricted Subsidiary
secured by such Lien for so long as such other Debt is secured by such Lien.




Section 4.12 Issuance or Sale of Stock of Restricted Subsidiaries.




          Hayes and the Issuer shall not (directly or indirectly):





     (a) sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of
any of their respective Restricted Subsidiaries other than a pledge of stock constituting a
Permitted Lien under clause (a) of the definition thereof, or




     (b) permit any Restricted Subsidiary to, directly or indirectly, issue or sell or
otherwise dispose of any shares of its Capital Stock, other than, in the case of either (a)
or (b):



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     (1) directors’ qualifying shares (or other de minimis amounts of shares
required to be issued to third parties pursuant to local law requirements),




     (2) to maintain proportional ownership interests,




     (3) to Hayes or a Wholly Owned Restricted Subsidiary, or




     (4) a disposition of 100% of the shares of Capital Stock of a Restricted
Subsidiary (excluding HLI Opco and the Issuer); provided, however, that, in the case
of this clause (4),




     (A) such disposition is effected in compliance with Section 4.13, and




     (B) upon consummation of such disposition and execution and delivery of
a supplemental indenture such Restricted Subsidiary shall be released from
any Note Guarantee previously made by such Restricted Subsidiary.


In addition, the Issuer shall not, directly or indirectly, issue or sell any of its Capital Stock
to any Person other than the parent of the Issuer, and neither HLI Opco nor any parent of the
Issuer or HLI Opco shall directly or indirectly, issue or sell any of its Capital Stock to any
Person other than its immediate parent or Hayes.




Section 4.13 Asset Sales.




          Hayes and the Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries to, directly or indirectly, consummate any Asset Sale unless:





     (a) Hayes, the Issuer or such Restricted Subsidiary receives consideration at the time
of such Asset Sale at least equal to the fair market value of the Property subject to such
Asset Sale; and




     (b) at least 75% of the consideration paid to Hayes, the Issuer or their respective
Restricted Subsidiaries in connection with such Asset Sale is in the form of cash or Cash
Equivalents or the assumption by the purchaser of liabilities of Hayes, the Issuer or any of
their respective Restricted Subsidiaries (other than contingent liabilities or liabilities
that are by their terms subordinated to the Notes or the applicable Note Guarantee) as a
result of which Hayes, the Issuer and the Restricted Subsidiaries are no longer obligated
with respect to such liabilities.



          The Net Available Cash (or any portion thereof) from Asset Sales may be applied by Hayes or a
Restricted Subsidiary, to the extent Hayes or a Restricted Subsidiary elects (or is required by the
terms of any Debt):




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     (a) to Repay Senior Debt of the Issuer or any Guarantor (excluding, in any such case,
any Debt owed to Hayes, the Issuer or an Affiliate of Hayes or the Issuer) or,
in the case of Net Available Cash from Asset Sales by a Foreign Restricted Subsidiary,
to Repay Debt of such Foreign Restricted Subsidiary; or




     (b) to reinvest in Additional Assets (including by means of an Investment in Additional
Assets by a Restricted Subsidiary with Net Available Cash received by Hayes or another
Restricted Subsidiary).



          Any Net Available Cash from an Asset Sale not applied in accordance with the preceding
paragraph within 270 days from the date of the receipt of such Net Available Cash or that is not
segregated from the general funds of the Issuer for investment in identified Additional Assets in
respect of a project that shall have been commenced, and for which binding contractual commitments
have been entered into, prior to the end of such 270-day period and that shall not have been
completed or abandoned shall constitute “Excess Proceeds”; provided, however, that the amount of
any Net Available Cash that ceases to be so segregated as contemplated above and any Net Available
Cash that is segregated in respect of a project that is abandoned or completed shall also
constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be so segregated or
at the time the relevant project is so abandoned or completed, as applicable; provided further,
however, that the amount of any Net Available Cash that continues to be segregated for investment
and that is not actually reinvested within twenty-four months from the date of the receipt of such
Net Available Cash shall also constitute “Excess Proceeds.”




          When the aggregate amount of Excess Proceeds exceeds $20 million (taking into account income
earned on such Excess Proceeds, if any), the Issuer will be required to make an offer to repurchase
(the “Prepayment Offer”) the Notes, which offer shall be in the amount of the Allocable Excess
Proceeds (rounded to the nearest €1,000), according to principal amount, at a purchase price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest, including Special
Interest and Additional Amounts then due, if any, to the repurchase date (subject to the right of
holders of record on the relevant record date to receive interest due on the relevant interest
payment date), in accordance with the procedures (including prorating in the event of
oversubscription) set forth in Section 3.10. Upon receiving notice of the Prepayment Offer,
holders may elect to tender their Notes in whole or in part in integral multiples of €1,000 in
exchange for cash, except that no Notes of €50,000 or less may remain outstanding thereafter.
To the extent holders properly tender Notes in an amount exceeding the Allocable Excess Proceeds,
notes of tendering holders will be purchased on a pro rata basis (based on amounts tendered). To
the extent that any portion of the amount of Net Available Cash remains after compliance with the
preceding sentence and provided that all Holders have been given the opportunity to tender their
Notes for repurchase in accordance with Section 3.10, Hayes or such Restricted Subsidiary may use
such remaining amount for any purpose permitted by this Indenture, and the amount of Excess
Proceeds will be reset to zero.




          The term “Allocable Excess Proceeds” shall mean the product of:





     (a) the Excess Proceeds and



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     (b) a fraction,




     (1) the numerator of which is the aggregate principal amount of the Notes
outstanding on the date of the Prepayment Offer, and




     (2) the denominator of which is the sum of the aggregate principal amount of
the Notes outstanding on the date of the Prepayment Offer and the aggregate
principal amount of other Debt of the Issuer outstanding on the date of the
Prepayment Offer that is pari passu in right of payment with the Notes and subject
to terms and conditions in respect of Asset Sales similar in all material respects
to this covenant and requiring the Issuer to make an offer to repurchase such Debt
at substantially the same time as the Prepayment Offer.



          Within 30 business days after the Issuer is obligated to make a Prepayment Offer as described
in the preceding paragraph, the Issuer shall send a written notice, by first-class mail, to the
Holders, accompanied by such information regarding the Asset Sale as the Issuer in good faith
believes will enable such Holders to make an informed decision with respect to such Prepayment
Offer. Such notice shall state, among other things, the purchase price and the repurchase date,
which shall be, subject to any contrary requirements of applicable law, a Business Day no earlier
than 30 days nor later than 60 days from the date such notice is mailed.




          The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of
the Exchange Act and any other securities laws or regulations in connection with the repurchase of
Notes pursuant to this Section 4.13. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.13, the Issuer will comply with the
applicable securities laws and regulations and will not be deemed to have breached its obligations
under this Section 4.13 by virtue thereof.




Section 4.14 Restrictions on Distributions from Restricted Subsidiaries.




          Hayes and the Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any
consensual restriction on the right of any of their respective Restricted Subsidiaries to:





     (a) pay dividends, in cash or otherwise, or make any other distributions on or in
respect of its Capital Stock, or pay any Debt or other obligation owed, to Hayes or any
Restricted Subsidiary,




     (b) make any loans or advances to Hayes or any Restricted Subsidiary, or




     (c) transfer any of its Property to Hayes or any Restricted Subsidiary.



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     The foregoing limitations will not apply:





     (1) to restrictions:




     (A) in effect on the Issue Date (including restrictions pursuant to the Notes,
this Indenture and the New Credit Facility),




     (B) arising under Debt of a Restricted Subsidiary and existing at the time it
became a Restricted Subsidiary if such restriction was not created in connection
with or in anticipation of the transaction or series of transactions pursuant to
which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by
Hayes or the Issuer,




     (C) that result from the Refinancing of Debt Incurred pursuant to an agreement
referred to in clause (1)(A) or (B) of the second paragraph of this Section 4.14 or
in clause (2)(A) or (B) of the second paragraph of this Section 4.14, provided such
restrictions are not less favorable, taken as a whole, to the Holders than those
under the agreement evidencing the Debt so Refinanced,




     (D) arising under Debt or other contractual requirements of a Securitization
Entity in connection with a Qualified Securitization Transaction; provided that such
restrictions apply only to such Securitization Entity, or




     (E) relating to Debt that is permitted to be Incurred and secured without also
securing the Notes or the applicable Note Guarantee pursuant to Sections 4.09 and
4.11 that limit the right of the debtor to dispose of or transfer the Property
securing such Debt; and




     (2) with respect to clause (c) only, to restrictions:




     (A) encumbering Property at the time such Property was acquired by Hayes or any
Restricted Subsidiary, so long as such restrictions relate solely to the Property so
acquired and were not created in connection with or in anticipation of such
acquisition,




     (B) resulting from customary provisions restricting subletting or assignment of
leases or customary provisions in other agreements that restrict assignment of such
agreements or rights thereunder,




     (C) customary restrictions contained in asset sale agreements limiting the
transfer of such Property pending the closing of such sale, or




     (D) customary restrictions contained in joint venture agreements entered into
in the ordinary course of business and in good faith.



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Section 4.15 Transactions with Affiliates.




          Hayes and the Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any
transaction or series of transactions (including the purchase, sale, transfer, assignment, lease,
conveyance or exchange of any Property or the rendering of any service) with, or for the benefit
of, any Affiliate of Hayes or the Issuer (an “Affiliate Transaction”), unless:





     (a) the terms of such Affiliate Transaction are:




     (1) set forth in writing, and




     (2) no less favorable to Hayes, the Issuer or such Restricted Subsidiary, as
the case may be, than those that could be obtained in a comparable arm’s-length
transaction with a Person that is not an Affiliate of Hayes, the Issuer or such
Restricted Subsidiary,




     (b) if such Affiliate Transaction involves aggregate payments or value in excess of $5
million, the Board of Directors of the Issuer (including at least a majority of the
disinterested members of the Board of Directors of the Issuer) approves such Affiliate
Transaction and, in its good faith judgment, concludes that such Affiliate Transaction
complies with clause (a)(2) of the first paragraph of this Section 4.15 as evidenced by a
Board Resolution of the Issuer promptly delivered to the Trustee, and




     (c) if such Affiliate Transaction involves aggregate payments or value in excess of $25
million, Hayes or the Issuer obtains a written opinion from an Independent Financial Advisor
to the effect that the consideration to be paid or received in connection with such
Affiliate Transaction is fair, from a financial point of view, to Hayes, the Issuer and the
Restricted Subsidiaries.



          Notwithstanding the foregoing limitation, Hayes, the Issuer or any of their respective
Restricted Subsidiaries may enter into or suffer to exist the following:





     (a) any transaction or series of transactions between Hayes and one or more Restricted
Subsidiaries or between two or more Restricted Subsidiaries in the ordinary course of
business including transactions effected in connection with Hayes’ tax planning, including
the making of secured or unsecured intercompany loans not otherwise prohibited by the terms
of this Indenture, provided that no more than 5% of the total voting power of the Voting
Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate
of Hayes or the Issuer (other than Hayes, the Issuer or a Restricted Subsidiary);




     (b) any Restricted Payment permitted to be made pursuant to Section 4.10 or any
Permitted Investment;



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     (c) the payment of compensation (including amounts paid pursuant to employee benefit
plans) for the personal services of officers, directors and employees of Hayes, the Issuer
or any of their respective Restricted Subsidiaries, so long as the Board of Directors of the
Issuer in good faith shall have approved the terms thereof and deemed the services
theretofore or thereafter to be performed for such compensation to be fair consideration
therefor;




     (d) agreements in effect on the Issue Date and described in the final offering
memorandum regarding the Initial Notes, dated as of May 16, 2007, and any modifications,
extensions or renewals thereto that are no less favorable to Hayes, the Issuer or any
Restricted Subsidiary than such agreements as in effect on the Issue Date;




     (e) any customary transactions between or among any of Hayes, the Issuer, any
Restricted Subsidiary and any Securitization Entity in connection with a Qualified
Securitization Transaction, in each case provided that such transactions are not otherwise
prohibited by terms of this Indenture;




     (f) any transaction or series of transactions pursuant to supply or similar agreements
entered into in the ordinary course of business and consistent with past practice on
customary terms, as determined by the Issuer in its good faith judgment; and




     (g) any transaction or series of transactions between Hayes, the Issuer or any of their
Restricted Subsidiaries with any joint venture that constitutes an Affiliate solely by
virtue of Hayes’, the Issuer’s or any Restricted Subsidiary’s control of such joint venture.



Section 4.16 Sale and Leaseback Transactions.




          Hayes and the Issuer shall not, and shall not permit any of their respective Restricted
Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Property unless:





     (a) Hayes, the Issuer or such Restricted Subsidiary would be entitled to:




     (1) Incur Debt in an amount equal to the Attributable Debt with respect to such
Sale and Leaseback Transaction pursuant to Section 4.09, and




     (2) create a Lien on such Property securing such Attributable Debt without also
securing the Notes or the applicable Note Guarantee pursuant to Section 4.11, and




     (b) such Sale and Leaseback Transaction is effected in compliance with Section 4.13.



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          The preceding restrictions will not apply to a sale and leaseback transaction entered into
between Hayes, the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries of Hayes
effected in connection with Hayes’ tax planning.




Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.




          The Board of Directors of the Issuer may designate any Subsidiary of Hayes (other than HLI
Opco, any direct or indirect parent company of HLI Opco or the Issuer) to be an Unrestricted
Subsidiary if such Subsidiary:





     (a) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property
of, Hayes or any Restricted Subsidiary;




     (b) has no Debt other than Debt:




     (1) as to which neither Hayes nor any of its Restricted Subsidiaries (A)
provides credit support of any kind (including any undertaking, agreement or
instrument that would constitute Debt), (B) is directly or indirectly liable as a
Guarantor or otherwise, or (C) constitutes the lender, provided, however, that Hayes
or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the
Debt of, an Unrestricted Subsidiary at any time at or after such Subsidiary is
designated as an Unrestricted Subsidiary in accordance with Section 4.10,




     (2) no default with respect to which (including any rights that the holders
thereof may have to take enforcement action against an Unrestricted Subsidiary)
would permit upon notice, lapse of time or both any holder of any Debt (other than
any Guarantee permitted by the proviso to the preceding clause (1)) of Hayes or any
Restricted Subsidiaries to declare a default on such Debt or cause the payment
thereof to be accelerated or payable prior to its Stated Maturity, and




     (3) as to which the lenders have been notified in writing that they will not
have any recourse to the stock or other Property of Hayes or any Restricted
Subsidiaries, except for Debt that has been Guaranteed as permitted by the proviso
to the preceding clause (b)(1);




     (c) is not party to any agreement, contract, arrangement or understanding with Hayes or
any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to Hayes or such Restricted Subsidiary than those that
might be obtained at the time from Persons who are not Affiliates of Hayes;




     (d) is a Person with respect to which neither Hayes nor any Restricted Subsidiaries has
any direct or indirect obligation (1) to subscribe for additional Capital Stock
or (2) to maintain or preserve such Person’s financial condition or to cause such
Person to achieve any specified levels of operating results; and



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     (e) has not Guaranteed or otherwise directly or indirectly provided credit support for
any Debt of Hayes or any Restricted Subsidiaries.


Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Hayes
will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be
designated a Restricted Subsidiary and shall be automatically classified as an Unrestricted
Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately
following paragraph will not be satisfied after giving pro forma effect to such classification or
if such Person is a Subsidiary of an Unrestricted Subsidiary.




          Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary
may be redesignated as an Unrestricted Subsidiary, and none of Hayes, the Issuer nor any Restricted
Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the
holder thereof may (with the passage of time or notice or both) declare a default thereon or cause
the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence
of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary
(including any right to take enforcement action against such Unrestricted Subsidiary). Upon
designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this
Section 4.17, such Restricted Subsidiary shall, by execution and delivery of a supplemental
indenture be released from any Note Guarantee previously made by such Restricted Subsidiary.




          The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a
Restricted Subsidiary if, immediately after giving pro forma effect to such designation,





     (x) Hayes could Incur at least $1.00 of additional Debt pursuant to clause (1) of the
first paragraph of Section 4.09, and




     (y) no Default or Event of Default shall have occurred and be continuing or would
result therefrom.



          Any such designation or redesignation by the Board of Directors of the Issuer will be
evidenced to the Trustee by filing with the Trustee a Board Resolution of the Issuer giving effect
to such designation or redesignation and an Officers’ Certificate of the Issuer that:





     (a) certifies that such designation or redesignation complies with the foregoing
provisions, and




     (b) gives the effective date of such designation or redesignation,


such filing with the Trustee to occur within
45 days after the end of the fiscal quarter of the
Issuer in which such designation or redesignation is made (or, in the case of a designation or
redesignation made during the last fiscal quarter of Hayes’ fiscal year, within 90 days
after the end of
such fiscal year).




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Section 4.18 Repurchase at the Option of Holders upon a Change of Control.




          (a) Upon the occurrence of a Change of Control, the Issuer shall, within 30 days of a Change
of Control, make an offer (the “Change of Control Offer”) pursuant to the procedures set forth in
Section 3.10. Each Holder shall have the right to accept such offer and require the Issuer to
repurchase all or any portion (equal to €50,000 or integral multiples of €1,000 in excess
thereof) of such Holder’s Notes pursuant to the Change of Control Offer at a purchase price, in
cash (the “Change of Control Amount”), equal to 101% of the aggregate principal amount of Notes
repurchased, plus accrued and unpaid interest, including Special Interest and Additional Amounts,
if any, on the Notes repurchased to the Purchase Date.



          (b) HLI shall not be required to make a Change of Control Offer upon a Change of Control if a
third party makes a Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Indenture applicable to a Change of Control Offer made by
HLI and purchases all Notes or portions of Notes validly tendered and not withdrawn under the
Change of Control Offer.



Section 4.19 Future Guarantors.




          Hayes and the Issuer shall cause each Person that becomes a Domestic Restricted Subsidiary
following the Issue Date, other than any Captive Insurance Subsidiaries or Securitization Entities,
to execute and deliver to the Trustee a Note Guarantee at the time such Person becomes a Domestic
Restricted Subsidiary. In addition, Hayes and the Issuer will cause each of their existing
non-Guarantor Subsidiaries which has Guaranteed or which Guarantees any Debt of Hayes, the Issuer,
any Guarantor or any Domestic Restricted Subsidiary, other than any such Guarantee or series of
related Guarantees of such other Debt relating to aggregate obligations of less than $2 million, to
execute and deliver to the Trustee a Guarantee agreement pursuant to which such non-Guarantor or
Foreign Restricted Subsidiary will Guarantee payment of the Issuer’s obligations under the Notes
for so long as and on the same terms and conditions as set forth in the Guarantee of such other
Debt of Hayes, the Issuer any Guarantor or any Restricted Subsidiary given by such non-Guarantor or
Restricted Foreign Subsidiary; provided, however, that any such Foreign Restricted Subsidiary will
not be required to provide a Guarantee if (a) the provision of such a Guarantee would be prohibited
under, or would result in a breach of, any applicable provision of the laws or regulations (or
analogous restrictions) of the jurisdiction of organization of such Foreign Restricted Subsidiary
or any other applicable jurisdiction (including, without limitation, laws relating to corporate
benefit, financial assistance, capital preservation, fraudulent preference, thin capitalization
rules, and retention of title claims), (b) would result in any risk to the officers of such Foreign
Restricted Subsidiary of contravention of their fiduciary duties and/or of a reasonable likelihood
of criminal or substantial civil liability, (c) would result
in costs (tax, administrative or otherwise) that, in the reasonable determination of the
Issuer, as evidenced in a Hayes officers’ certificate (with respect to a guarantee or series of
related guarantees of other Debt relating to aggregate obligations less than $10 million) or a
Hayes board resolution (with respect to a guarantee or series of related guarantees of other Debt
relating to aggregate obligations in excess of $10 million) delivered to the Trustee, are
materially disproportionate to the benefit obtained by the beneficiaries of such Guarantee or (d)
result in a breach or



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default of an agreement binding on such Foreign Restricted Subsidiary (other
than an agreement entered into for the purpose of avoiding the obligation to enter into a
Guarantee) that may not be amended or otherwise modified using commercially reasonable efforts to
avoid such breach or default.



Section 4.20 Additional Amounts.




          All payments made under or with respect to the Notes (whether or not in the form of Definitive
Notes) or with respect to any Guarantee will be made free and clear of and without withholding or
deduction for, or on account of, any present or future taxes, assessments or other governmental
charges (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If
any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of
any jurisdiction in which the Issuer or any Guarantor (including any successor entity), is then
incorporated, engaged in business or resident for tax purposes or any political subdivision thereof
or therein or any jurisdiction from or through which payment is made by or on behalf of the Issuer
or any Guarantor (including, without limitation, the jurisdiction of any paying agent) (each, a
"Tax Jurisdiction”), shall at any time be required to be made from any payments made under or with
respect to the Notes or with respect to any Guarantee, including, without limitation, payments of
principal, redemption price, purchase price, interest or premium, the Issuer or the relevant
Guarantor, as applicable, shall pay such additional amounts (the “Additional Amounts”) as may be
necessary in order that the net amounts received in respect of such payments by each Holder
(including Additional Amounts) after such withholding, deduction or imposition will equal the
respective amounts that would have been received in respect of such payments in the absence of such
withholding or deduction; provided, however, that no Additional Amounts will be payable with
respect to:





(1) any Taxes that would not have been imposed but for the Holder or the
Beneficial Owner of the Notes being a citizen or resident or national of,
incorporated in or carrying on a business, in the relevant Tax Jurisdiction in which
such Taxes are imposed or having any other present or former connection with the
relevant Tax Jurisdiction other than the mere acquisition, holding, enforcement or
receipt of payment in respect of the Notes or with respect to any Guarantee;




(2) any Taxes that are imposed or withheld as a result of the failure of the
Holder of the Note or beneficial owner of the Notes to comply with any reasonable
written request, made to that Holder or beneficial owner in writing by the Issuer or
any of the Guarantors to provide timely and accurate information concerning the nationality,
residence or identity of such Holder or beneficial owner or to
make any valid and timely declaration or similar claim or satisfy any certification,
information or other reporting requirement, which is required or imposed by a
statute, treaty, regulation or administrative practice of the relevant Taxing
Jurisdiction as a precondition to exemption from or reduction in all or part of such
Taxes;



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(3) any Note presented for payment (where Notes are in the form of Definitive
Notes and presentation is required) more than 30 days after the relevant payment is
first made available for payment to the Holder (except to the extent that the Holder
would have been entitled to Additional Amounts had the Note been presented on the
last day of such 30 day period);




(4) any estate, inheritance, gift, sale, transfer, personal property or similar
Taxes;




(5) any Taxes withheld, deducted or imposed on a payment to an individual and
that are required to be made pursuant to European Council Directive 2003/48/EC or
any other directive implementing the conclusions of the ECOFIN Council meeting of 26
and 27 November 2000 on the taxation of savings income or any law implementing or
complying with or introduced in order to conform to, such Directive;




(6) any payment on a Note to any Holder who is a fiduciary, a partnership or a
limited liability company, or other than the sole beneficial owner of such payment,
to the extent that a beneficiary or settlor with respect to such fiduciary, a member
of such partnership or limited liability company or the beneficial owner of such
payment would not have been entitled to receive Additional Amounts if such
beneficiary, settlor, member or beneficial owner had been the actual Holder of such
Note;




(7) any Note presented for payment by or on behalf of a Holder of Notes who
would have been able to avoid such withholding or deduction by presenting the
relevant Note to another Paying Agent in a member state of the European Union;




(8) any Taxes payable other than by deduction or withholding from payments
under, or with respect to, the Notes or with respect to any Guarantee;




(9) any United States Taxes that are required to be withheld from payments made
to any Holder or beneficial owner of a Note; or




(10) any combination of items (1) through (9) above.


In addition to the foregoing, the Issuer and the Guarantors shall also pay and indemnify the
Holders for any present or future stamp, issue, registration, court or documentary taxes, or any
other excise or property taxes, charges or similar levies or Taxes which are levied by any Tax
Jurisdiction on the execution, delivery, registration or enforcement of any of the Notes, this
Indenture, any Guarantee, or any other document or instrument referred to therein.



If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay
Additional Amounts with respect to any payment under or with respect to the Notes or any Guarantee,
the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a


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 date
that is at least 10 days prior to the date of that payment (unless the obligation to pay Additional
Amounts arises after the 10th day prior to that payment date, in which case the Issuer
or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officers’ Certificate
stating the fact that Additional Amounts will be payable and the amount estimated to be so payable.
The Officers’ Certificate shall also set forth any other information reasonably necessary to
enable the Paying Agents to pay Additional Amounts to Holders on the relevant payment date. The
Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that
such payments are necessary. The Issuer or the relevant Guarantor shall provide the Trustee with
documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts.



The Issuer or the relevant Guarantor shall make all withholdings and deductions required by law and
shall remit the full amount deducted or withheld to the relevant Tax authority in accordance with
applicable law. The Issuer or the relevant Guarantor shall provide to the Trustee an official
receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to
the Trustee evidencing the payment of any Taxes so deducted or withheld. The Issuer or the
relevant Guarantor shall attach to each certified copy or other document a certificate stating the
amount of such Taxes paid per €1,000 principal amount of the Notes then outstanding. Upon
written request, copies of those receipts or other documentation, as the case may be, shall be made
available by the Trustee to the Holders of the Notes.




          Whenever in this Indenture there is mentioned, in any context, the payment of amounts based
upon the principal amount of the Notes or principal, interest or any other amount payable under, or
with respect to, any of the Notes, such mention shall be deemed to include mention of the payment
of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be
payable in respect thereof.




ARTICLE 5.




SUCCESSORS




Section 5.01 Merger, Consolidation or Sale of Assets of the Issuer and Guarantors.




          The Issuer shall not merge, consolidate or amalgamate with or into any other Person (other
than a merger of a Wholly Owned Restricted Subsidiary into the Issuer) or sell, transfer, assign,
lease, convey or otherwise dispose of all or substantially all of its Property in any one
transaction or series of transactions unless:





     (a) the Issuer shall be the Surviving Person in such merger, consolidation or
amalgamation, or the Surviving Person (if other than the Issuer) formed by such merger,
consolidation or amalgamation or to which such sale, transfer, assignment, lease,



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conveyance
or disposition is made shall be a corporation organized and existing under the laws of the
Grand Duchy of Luxembourg;




     (b) the Surviving Person (if other than the Issuer) expressly assumes, by supplemental
indenture executed and delivered to the Trustee by such Surviving Person, the due and
punctual payment of the principal of, and premium, if any, and interest on, all the Notes,
according to their tenor, and the due and punctual performance and observance of all the
covenants and conditions of this Indenture to be performed by the Issuer;




     (c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition
of all or substantially all the Property of the Issuer, such Property shall have been
transferred as an entirety or virtually as an entirety to one Person or a group of related
persons;




     (d) immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause
(e) below, any Debt that becomes, or is anticipated to become, an obligation of the
Surviving Person or any Restricted Subsidiary as a result of such transaction or series of
transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary
at the time of such transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;




     (e) immediately after giving effect to such transaction or series of transactions on a
pro forma basis, the Issuer or the Surviving Person, as the case may be, would be able to
Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of Section
4.09; and




     (f) the Issuer shall deliver, or cause to be delivered, to the Trustee, an Officers’
Certificate and an Opinion of Counsel, each stating that such transaction or series of
transactions and the supplemental indenture, if any, in respect thereto comply with this
covenant and that all conditions precedent herein provided for relating to such transaction
or series of transactions have been satisfied.



          Hayes shall not, and Hayes and the Issuer shall not permit any other Guarantor to, merge,
consolidate or amalgamate with or into any other Person (other than a merger of (i) a Wholly Owned
Restricted Subsidiary into the Issuer or a Guarantor or (ii) in connection with Hayes’ tax
planning, a Foreign Restricted Subsidiary that is a Guarantor into the Issuer or a
Wholly Owned Restricted Subsidiary) or sell, transfer, assign, lease, convey or otherwise
dispose of all or substantially all of its Property in any one transaction or series of
transactions unless:





     (a) the Surviving Person (if other than such Guarantor) expressly assumes, by
supplemental indenture in form satisfactory to the Trustee in its reasonable judgment,
executed and delivered to the Trustee by such Surviving Person, the due and punctual
performance and observance of all the obligations of such Guarantor under its Note Guarantee
and, in the case of Hayes, due and punctual performance and observance of all the covenants
and conditions of this Indenture to be performed by Hayes;



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     (b) in the case of a sale, transfer, assignment, lease, conveyance or other disposition
of all or substantially all the Property of such Guarantor, such Property shall have been
transferred as an entirety or virtually as an entirety to one Person;




     (c) immediately before and after giving effect to such transaction or series of
transactions on a pro forma basis (and treating, for purposes of this clause (c) and clause
(d) below, any Debt that becomes, or is anticipated to become, an obligation of the
Surviving Person, the Issuer or any Guarantor as a result of such transaction or series of
transactions as having been Incurred by the Surviving Person, the Issuer or such Guarantor
at the time of such transaction or series of transactions), no Default or Event of Default
shall have occurred and be continuing;




     (d) immediately after giving effect to such transaction or series of transactions on a
pro forma basis, Hayes would be able to Incur at least $1.00 of additional Debt under clause
(1) of the first paragraph of Section 4.09; and




     (e) the Issuer shall deliver, or cause to be delivered, to the Trustee, in form and
substance satisfactory to the Trustee in its reasonable judgment, an Officers’ Certificate
and an Opinion of Counsel of the Issuer, each stating that such transaction or series of
transactions and such Note Guarantee, if any, in respect thereto comply with this covenant
and that all conditions precedent herein provided for relating to such transaction or series
of transactions have been satisfied.


The foregoing provisions (other than clause (c)) shall not apply to any transaction or series of
transactions which constitute an Asset Sale if Hayes has complied with Section 4.13.




Section 5.02 Successor Corporation Substituted.




          The Surviving Person shall succeed to, and be substituted for, and may exercise every right
and power of Hayes and the Issuer under this Indenture (or of the Guarantor under the Note
Guarantee, as the case may be), but the predecessor of Hayes and the Issuer in the case of:





     (a) a sale, transfer, assignment, conveyance or other disposition (unless such sale,
transfer, assignment, conveyance or other disposition is of all the assets of Hayes or the
Issuer as an entirety or virtually as an entirety), or




     (b) a lease,


shall not be released from any of the obligations or covenants under this Indenture, including with
respect to the payment of the Notes and obligations of the Note Guarantees.




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ARTICLE 6.




DEFAULTS AND REMEDIES




Section 6.01 Events of Default.




          (a) Each of the following constitutes an “Event of Default” with respect to the Notes:





     (i) failure to make the payment of any interest, including Special Interest and
Additional Amounts, if any, on the Notes when the same becomes due and payable, and such
failure continues for a period of 30 days;




     (ii) failure to make the payment of any principal of, or premium, if any, on, any of
the Notes when the same becomes due and payable at its Stated Maturity, upon acceleration,
redemption, optional redemption, required repurchase or otherwise;




     (iii) failure to comply with Section 5.01;




     (iv) failure to comply with any other covenant or agreement in the Notes or in this
Indenture (other than a failure that is the subject of the foregoing clause (a) (i), (ii) or
(iii)), and such failure continues for 60 days after written notice is given to the Issuer
as provided below;




     (v) a default under any Debt in an aggregate amount in excess of $25.0 million by Hayes
or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or
failure to pay any such Debt at maturity (the “cross acceleration provisions”);




     (vi) any judgment or judgments for the payment of money in an aggregate amount in
excess of $25.0 million (net of applicable insurance, if any, that is not subject to any
reservation of rights by the insurer) that shall be rendered against Hayes or any Restricted
Subsidiaries and that shall not be waived, satisfied or discharged for any period of 30
consecutive days during which a stay of enforcement shall not be in effect (the “judgment
default provisions”);




     (vii) any Note Guarantee ceases to be in full force and effect (other than in
accordance with the terms of such Note Guarantee) or any Guarantor denies or disaffirms its
obligations under its Note Guarantee (the “guarantee provisions”);




     (viii) Hayes, HLI Opco, the Issuer or any Significant Subsidiary, or any group of
Hayes’ Subsidiaries that, when taken together, would constitute a Significant Subsidiary,
pursuant to or within the meaning of any Bankruptcy Law takes any of the following actions
(or equivalent events in foreign jurisdictions):



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     (1) commences a voluntary case or gives notice of intention to make a proposal
under any Bankruptcy Law;




     (2) consents to the entry of an order for relief against it in an involuntary
case or consents to its dissolution or winding up;




     (3) consents to the appointment of a receiver, interim receiver, receiver and
manager, liquidator, trustee or custodian of it or for all or substantially all of
its property;




     (4) makes a general assignment for the benefit of its creditors;




     (5) admits in writing its inability to pay its debts as they become due or
otherwise admits its insolvency; or




     (6) seeks a stay of proceedings against it or proposes or gives notice or
intention to propose a compromise, arrangement or reorganization of any of its debts
or obligations under any Bankruptcy Law; and




     (ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy
Law that:




     (1) is for relief against Hayes, HLI Opco, the Issuer or any Significant
Subsidiary, or any group of Hayes’s Subsidiaries that, when taken together, would
constitute a Significant Subsidiary, in an involuntary case; or




     (2) appoints a receiver, interim receiver, receiver and manager, liquidator,
trustee or custodian of Hayes, HLI Opco, the Issuer or any Significant Subsidiary,
any group of Hayes’ Subsidiaries that, when taken together, would constitute a
Significant Subsidiary, or for all or substantially all of the property of Hayes,
HLI Opco, the Issuer or any Significant Subsidiaries, any group of Hayes’s
Subsidiaries that, when taken together, would constitute a Significant Subsidiary;




     (3) orders the liquidation of Hayes, HLI Opco, the Issuer or any of Hayes’
Significant Subsidiaries, any group of Hayes’ Subsidiaries that, when taken
together, would constitute a Significant Subsidiary; or




     (4) orders the presentation of any plan or arrangement, compromise or
reorganization of Hayes, HLI Opco, the Issuer or any Significant Subsidiaries or any
group of Hayes’ Subsidiaries that, when taken together, would constitute a
Significant Subsidiary;


and such order or decree remains unstayed and in effect for 60 consecutive days.




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          (b) A Default under clause (a)(iv) is not an Event of Default until the Trustee or the Holders
of not less than 25% in aggregate principal amount of the Notes and Additional Notes then
outstanding notify the Issuer of the Default and the Issuer does not cause such Default to be cured
within the time specified after receipt of such notice. Such notice must specify the Default,
demand that it be remedied and state that such notice is a “Notice of Default.”




          (c) the Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof,
written notice in the form of an Officers’ Certificate of any event that with the giving of notice
or the lapse of time or both would become an Event of Default, its status and what action the
Issuer is taking or proposes to take with respect thereto.




Section 6.02 Acceleration.




          If any Event of Default (other than those of the type described in Section 6.01(a)(viii) or
(ix)) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of outstanding Notes and Additional Notes may declare the principal amount of all the Notes
then outstanding, together with all accrued and unpaid interest, and premium, if any, to be due and
payable by notice in writing to the Issuer and the Trustee specifying the respective Event of
Default and that such notice is a notice of acceleration (the “Acceleration Notice”), and the same
shall become immediately due and payable.




          In the case of an Event of Default specified in Section 6.01(a)(viii) or (ix), all outstanding
Notes shall become due and payable immediately without declaration or other act on the part of the
Trustee or the Holders. Holders may not enforce this Indenture or the Notes except as provided in
this Indenture.




          At any time after a declaration of acceleration with respect to the Notes, the Holders of a
majority in principal amount of the Notes then outstanding (by written notice to the Trustee) may
rescind and cancel such declaration and its consequences if:




          (a) the rescission would not conflict with any judgment or decree of a court of competent
jurisdiction;




          (b) all existing Events of Default have been cured or waived except nonpayment of principal of
or interest on the Notes that has become due solely by reason of such declaration of acceleration;




          (c) to the extent the payment of such interest is lawful, interest (at the same rate specified
in the Notes) on overdue installments of interest and overdue payments of principal which has
become due otherwise than by such declaration of acceleration has been paid;




          (d) the Issuer has paid the Trustee its reasonable compensation and reimbursed the Trustee for
its reasonable expenses, disbursements and advances; and




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          (e) in the event of the cure or waiver of an Event of Default of the type described in Section
6.01(a)(viii) or (ix), the Trustee has received an Officers’ Certificate and Opinion of Counsel
that such Event of Default has been cured or waived.




          In the case of an Event of Default with respect to the Notes occurring by reason of any
willful action or inaction taken or not taken by the Issuer or on the Issuer’s behalf with the
intention of avoiding payment of the premium that the Issuer would have been required to pay if the
Issuer had then elected to redeem the Notes pursuant to Section 3.07, an equivalent premium shall
also become and be immediately due and payable to the extent permitted by law upon the acceleration
of the Notes. If an Event of Default occurs by reason of any willful action or inaction taken or
not taken by the Issuer or on the Issuer’s behalf with the intention of avoiding the premium
required upon a redemption of the Notes under Section 3.07(a) or Section 3.07(c), then the premium
specified in Section 3.07(a) or Section 3.07(c), as applicable, shall also become immediately due
and payable to the extent permitted by law upon acceleration of the Notes.




Section 6.03 Other Remedies.




          If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy
to collect the payment of principal, premium, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.




          The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not
produce any of them in the proceeding. A delay or omission by the Trustee or any Holder in
exercising any right or remedy accruing upon an Event of Default shall not impair the right or
remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies shall be
cumulative to the extent permitted by law.




Section 6.04 Waiver of Past Defaults.




          The Holders of at least a majority in aggregate principal amount of the Notes then outstanding
by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing
Default or Event of Default, and its consequences, except a continuing Default or Event of Default
(i) in the payment of the principal of, premium, if any, or interest on, the Notes and (ii) in
respect of a covenant or provision which under this Indenture cannot be modified or amended without
the consent of the Holder of each Note affected by such modification or
amendment. Upon any waiver of a Default or Event of Default such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed cured for every purpose of this
Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default
or impair any right consequent thereon.




Section 6.05 Control by Majority.




          Subject to Section 7.01, Section 7.02(f) (including the Trustee’s receipt of the security or
indemnification described therein) and Section 7.07, in case an Event of Default shall occur and be
continuing, the Holders of a majority in aggregate principal amount of the Notes then outstanding
shall have the right to direct the time, method and place of conducting any


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          proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on the Trustee with
respect to the Notes.




Section 6.06 Limitation on Suits.




          No Holder shall have any right to institute any proceeding with respect to this Indenture, or
for the appointment of a receiver or trustee, or for any remedy thereunder, unless:




          (a) such Holder has previously given to the Trustee written notice of a continuing Event of
Default or the Trustee receives the notice from the Issuer;




          (b) Holders of at least 25% in aggregate principal amount of the Notes then outstanding have
made written request to the Trustee to pursue a remedy;




          (c) A Holder or Holders offer, and, if requested, provide to the Trustee indemnity reasonably
satisfactory to the Trustee against any loss, liability or expense;




          (d) the Trustee shall have failed to comply with the request within 60 days after receipt of
the request and the offer and, if requested, the provision of indemnity; and




          (e) during the 60-day period the Holders of at least a majority in principal amount of the
Notes then outstanding shall not have given the Trustee a written direction inconsistent with the
request.




          The preceding limitations shall not apply to a suit instituted by a Holder for enforcement of
payment of principal of, and premium, if any, or interest, including Special Interest and
Additional Amounts, if any, on a Note on or after the respective due dates for such payments set
forth in such Note.




          A Holder may not use this Indenture to affect, disturb or prejudice the rights of another
Holder or to obtain a preference or priority over another Holder.




Section 6.07 Rights of Holders to Receive Payment.




          Notwithstanding any other provision of this Indenture (including Section 6.06), the right of
any Holder to receive payment of principal, premium, if any, and interest on the Notes held by such
Holder, on or after the respective due dates expressed in the Notes (including in connection with
an offer to purchase), or to bring suit for the enforcement of any such payment on or after such
respective dates, shall not be impaired or affected without the consent of such Holder.




Section 6.08 Collection Suit by Trustee.




          If an Event of Default specified in Section 6.01(a)(i) or (ii) occurs and is continuing, the
Trustee is authorized to recover judgment in its own name and as trustee of an express trust
against the Issuer for the whole amount of principal of, premium, if any, and interest then due and
owing (together with interest on overdue principal and, to the extent lawful, interest) and



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such
further amount as shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel.



Section 6.09 Trustee May File Proofs of Claim.




          The Trustee shall be authorized to file such proofs of claim and other papers or documents as
may be necessary or advisable in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel) and the Holders allowed in any judicial proceedings relative to the Issuer (or any other
obligor upon the Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or deliverable on any such
claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel, and any other amounts due the Trustee under Section 7.07. To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Trustee and its agents and
counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, moneys, securities and any other properties that
the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any
plan of reorganization, arrangement, adjustment or composition affecting the Notes or the
rights of any Holder, or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding.




Section 6.10 Priorities.




          If the Trustee collects any money pursuant to this Article 6, it shall pay out the money in
the following order:





     First: to the Trustee, its agents and attorneys for amounts due under Section 7.07,
including payment of all compensation, expenses and liabilities incurred, and all advances
made, by the Trustee and the costs and expenses of collection;




     Second: to Holders for amounts due and unpaid on the Notes for principal, premium, if
any, and interest ratably, without preference or priority of any kind, according to the
amounts due and payable on the Notes for principal, premium, if any, and interest,
respectively; and




     Third: to the Issuer or to such party as a court of competent jurisdiction shall
direct.



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          The Trustee may fix a record date and payment date for any payment to Holders pursuant to this
Section 6.10.




Section 6.11 Undertaking for Costs.




          In any suit for the enforcement of any right or remedy under this Indenture or in any suit
against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion
may require the filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and the court in its discretion may assess reasonable costs, including reasonable
attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section 6.11 shall not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than
10% in principal amount of the then outstanding Notes.




ARTICLE 7.




TRUSTEE




Section 7.01 Duties of Trustee.




          (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers vested in it by this Indenture, and use the same degree of care and skill in
its exercise, as a prudent Person would exercise or use under the circumstances in the conduct of
such Person’s own affairs.




          (b) Except during the continuance of an Event of Default:





     (i) the duties of the Trustee shall be determined solely by the express provisions of
this Indenture and the Trustee need perform only those duties that are specifically set
forth in this Indenture and no others, and no implied covenants or obligations shall be read
into this Indenture against the Trustee; and




     (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the requirements of this
Indenture. However, the Trustee shall examine the certificates and opinions to determine
whether or not they conform to the requirements of this Indenture (but need not confirm or
investigate the accuracy of mathematical calculations or other facts stated therein).



          (c) The Trustee may not be relieved from liabilities for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:





     (i) this paragraph does not limit the effect of paragraph (b) of this Section;



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     (ii) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the
pertinent facts;




     (iii) the Trustee shall not be liable with respect to any action it takes or omits to
take in good faith in accordance with a direction received by it pursuant to Section 6.05;




     (iv) No provision of this Indenture shall require the Trustee to expend or risk its own
funds or incur any liability. The Trustee shall be under no obligation to exercise any of
its rights and powers under this Indenture at the request of any Holders, unless such Holder
shall have offered to the Trustee security and indemnity satisfactory to it against any
loss, liability or expense; and




     (v) The Trustee shall not be liable for interest on any money received by it except as
the Trustee may agree in writing with the Issuer. Money held in trust by the Trustee need
not be segregated from other funds except to the extent required by law.



          (d) Whether or not therein expressly so provided, every provision of this Indenture that in
any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section 7.01.




Section 7.02 Rights of Trustee.




          Subject to TIA § 315:




          (a) The Trustee may conclusively rely upon any document believed by it to be genuine and to
have been signed or presented by the proper Person. The Trustee need not investigate any fact or
matter stated in any such document.




          (b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate
or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits
to take in good faith in reliance on such Officers’ Certificate or Opinion of Counsel. The Trustee
may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be
full and complete authorization and protection from liability in respect of any action taken,
suffered or omitted by it hereunder in good faith and in reliance thereon.




          (c) The Trustee shall not be liable for any action it takes or omits to take in good faith
that it believes to be authorized or within the rights or powers conferred upon it by this
Indenture.




          (d) Unless otherwise specifically provided in this Indenture, any demand, request, direction
or notice from the Issuer shall be sufficient if signed by an Officer of the Managing Shareholder.

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          (e) The Trustee shall be under no obligation to exercise any of the rights or powers vested in
it by this Indenture at the request or direction of any of the Holders unless such Holders shall
have offered to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such request or direction.




          (f) The Trustee shall not be deemed to have notice of any Default or Event of Default unless a
Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any
event which is in fact such a Default or Event of Default is received by a Responsible Officer of
the Trustee at the Corporate Trust Office of the Trustee from the Issuer or the Holders of 25% in
aggregate principal amount of the outstanding Notes, and such notice references the specific
Default or Event of Default, the Notes and this Indenture.




          (g) The Trustee shall not be required to give any bond or surety in respect of the performance
of its power and duties hereunder.




          (h) The Trustee shall have no duty to inquire as to the performance of the Issuer’s covenants
herein.




          (i) The Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or attorney appointed
with due care by it hereunder.





     (j) The rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to, and shall be
enforceable by, the Trustee in each of its capacities hereunder, each Agent and to each
other agent, custodian and other Person employed to act hereunder.




     (k) In no event shall the Trustee be responsible or liable for special, indirect or
consequential loss or damage of any kind whatsoever (including, but not limited to, loss or
profit), irrespective of whether the Trustee has been advised of the likelihood of such loss
or damage regardless of the form of action.



Section 7.03 Individual Rights of Trustee.




          The Trustee in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or any Affiliate of the Issuer with the same rights it would
have if it were not Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for permission to
continue as Trustee or resign. Any Agent may do the same with like rights and duties. The Trustee
shall also be subject to Sections 7.10 and 7.11.




Section 7.04 Trustee’s Disclaimer.




          The Trustee shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the Issuer’s use





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of the
proceeds from the Notes or any money paid to the Issuer or upon the Issuer’s direction under any
provision of this Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be responsible for any
statement or recital herein or any statement in the Notes or any other document in connection with
the sale of the Notes or pursuant to this Indenture other than its certificate of authentication.




Section 7.05 Notice of Defaults.




     If a Default or Event of Default occurs and is continuing and if it is known to the Trustee,
the Trustee shall mail to Holders a notice of the Default or Event of Default within 90 days after
it occurs. Except in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Note, the Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders.



Section 7.06 Reports by Trustee to Holders.




     Within 60 days after each May 15 beginning with the May 15 following the date of this
Indenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders a
brief report dated as of such reporting date that complies with TIA § 313(a) (but if no event
described in TIA § 313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA § 313(b)(2). The Trustee
shall also transmit by mail all reports as required by TIA § 313(c).



     A copy of each report at the time of its mailing to the Holders shall be mailed to the Issuer
and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA
§ 313(d). The Issuer shall promptly notify the Trustee when the Notes are listed on any stock
exchange and any delisting thereof.



     Delivery of any of the above reports, documents and information and any of the reports
pursuant to Section 4.03 to the Trustee is for informational purposes only and the Trustee’s
receipt of such reports shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including Issuer’s or any
other party’s compliance with any of their covenants in this Indenture (as to which the
Trustee is entitled to rely exclusively on an Officers’ Certificate).



Section 7.07 Compensation and Indemnity.




     Each of the Issuer and Guarantors, jointly and severally, agree to pay to the Trustee and
Paying Agents from time to time reasonable compensation for its acceptance of this Indenture and
services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of
a trustee of an express trust. The Issuer shall reimburse the Trustee and Paying Agents promptly
upon request for all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the reasonable
compensation, disbursements and expenses of the Trustee’s and Paying Agents’ agents and counsel.



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     Each of the Issuer and each Guarantor, jointly and severally, shall indemnify each Paying
Agent (in each such Paying Agent’s capacity as Paying Agent), the Trustee (in its capacity as
Trustee) or any predecessor Trustee (in its capacity as Trustee) and hold it harmless against any
and all losses, claims, damages, penalties, fines, liabilities or expenses, including incidental
and out-of-pocket expenses and reasonable attorneys’ fees (for purposes of this Article 7,
“losses”) incurred by it arising out of or in connection with the acceptance or administration of
its duties under this Indenture or any Guarantee, if any, including the costs and expenses of
enforcing this Indenture against the Issuer or any Guarantee, if any, (including this Section 7.07)
and defending itself against any claim (whether asserted by the Issuer or any Holder or any other
Person) or liability in connection with the exercise or performance of any of its powers or duties
hereunder, except to the extent such losses may be attributable to its negligence or bad faith.
The Trustee and Paying Agents shall notify the Issuer promptly of any claim for which it may seek
indemnity. Failure by the Trustee or Paying Agents to so notify the Issuer shall not relieve the
Issuer of its obligations under this Section 7.07, to the extent the Issuer has been prejudiced
thereby. The Issuer shall defend the claim, and the Trustee and Paying Agents shall cooperate in
the defense. The Trustee may have separate counsel if the Trustee has been reasonably advised by
counsel that there may be one or more legal defenses available to it that are different from or
additional to those available to the Issuer and in the reasonable judgment of such counsel it is
advisable for the Trustee to engage separate counsel, and the Issuer shall pay the reasonable fees
and expenses of such counsel. The Issuer need not pay for any settlement made without its consent,
which consent shall not be unreasonably withheld. The Issuer need not reimburse any expense or
indemnify against any loss incurred by the Trustee through the Trustee’s own negligence or bad
faith.



     The obligations of the Issuer under this Section 7.07 shall survive the satisfaction and
discharge of this Indenture, the resignation or removal of the Trustee and payment in full of the
Notes through the expiration of the applicable statute of limitations.



     To secure the Issuer’s payment obligations in this Section 7.07, the Trustee shall have a Lien
prior to the Notes on all money or property held or collected by the Trustee, except
that held in trust to pay principal, premium, if any, and interest on particular Notes. Such
Lien shall survive the satisfaction and discharge of this Indenture.



     When the Trustee incurs expenses or renders services after an Event of Default specified in
Section 6.01(a)(viii) or (ix) occurs, the expenses and the compensation for the services (including
the fees and expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.



Section 7.08 Replacement of Trustee.




     A resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee’s acceptance of appointment as provided in this Section
7.08.



     The Trustee may resign in writing at any time upon 30 days’ prior notice to the Issuer and be
discharged from the trust hereby created by so notifying the Issuer. The Holders of a



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majority in
aggregate principal amount of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Issuer in writing. The Issuer may remove the Trustee if:



     (a) the Trustee fails to comply with Section 7.10;



     (b) the Trustee is adjudged bankrupt or insolvent or an order for relief is entered with
respect to the Trustee under any Bankruptcy Law;



     (c) a custodian or public officer takes charge of the Trustee or its property; or



     (d) the Trustee becomes incapable of acting.



     If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any
reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer
shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes
office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuer.



     If a successor Trustee does not take office within 30 days after the retiring Trustee resigns
or is removed, the retiring Trustee, the Issuer, or the Holders of at least 10% in aggregate
principal amount of the then outstanding Notes may petition any court of competent jurisdiction for
the appointment of a successor Trustee.



     If the Trustee, after written request by any Holder who has been a Holder for at least six
months, fails to comply with Section 7.10, such Holder may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.



     A successor Trustee shall deliver a written acceptance of its appointment to the retiring
Trustee and to the Issuer. Thereupon, the resignation or removal of the retiring Trustee
shall become effective, and the successor Trustee shall have all the rights, powers, duties
and indemnities of the Trustee under this Indenture. The successor Trustee shall mail a notice of
its succession to Holders. Subject to the Lien provided for in Section 7.07, the retiring Trustee
shall promptly transfer all property held by it as Trustee to the successor Trustee; provided,
however that all sums owing to the Trustee hereunder shall have been paid. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Issuer’s obligations under Section
7.07 shall continue for the benefit of the retiring Trustee.



     In the case of an appointment hereunder of a separate or successor Trustee with respect to the
Notes, the Issuer, the Guarantors, any retiring Trustee and each successor or separate Trustee with
respect to the Notes shall execute and deliver an Indenture supplemental hereto (1) which shall
contain such provisions as shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts, duties and indemnities of any retiring Trustee with respect to the Notes as to
which any such retiring Trustee is not retiring shall continue to be vested in such retiring
Trustee and (2) that shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts hereunder by more than one
Trustee, it being understood that nothing herein or in such supplemental indenture shall



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constitute
such Trustee co-trustees of the same trust and that each such separate, retiring or successor
Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts
hereunder administered by any such other Trustee.



Section 7.09 Successor Trustee by Merger, etc.




     If the Trustee consolidates, merges or converts into, or transfers all or substantially all of
its corporate trust business to, another corporation or banking association, the successor
corporation or banking association without any further act shall, if such successor corporation or
banking association is otherwise eligible hereunder, be the successor Trustee.



Section 7.10 Eligibility; Disqualification.




     There shall at all times be a Trustee hereunder that is a Person organized and doing business
under the laws of the United States of America or of any state thereof that is authorized under
such laws to exercise corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at least $50.0 million
(or a wholly-owned Subsidiary of a bank or trust company, or of a bank holding company, the
principal Subsidiary of which is a bank or trust company having a combined capital and surplus of
at least $50.0 million) as set forth in its most recent published annual report of condition.



     This Indenture shall always have a Trustee who satisfies the requirements of TIA §§ 310(a)(1),
(2) and (5). The Trustee is subject to TIA § 310(b).



Section 7.11 Preferential Collection of Claims Against Company.




     The Trustee is subject to TIA § 311(a), excluding any creditor relationship listed in TIA §
311(b). A Trustee who has resigned or been removed shall be subject to TIA § 311(a) to the extent
indicated therein.



ARTICLE 8.




LEGAL DEFEASANCE AND COVENANT DEFEASANCE




Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.




     Hayes or the Issuer may, at its option and at any time, elect to have either Section 8.02 or
8.03 be applied to all outstanding Notes upon compliance with the conditions set forth below in
this Article 8.



Section 8.02 Legal Defeasance and Discharge.




     Upon Hayes’ or the Issuer’s exercise under Section 8.01 of the option applicable to this
Section 8.02, Hayes and the Issuer shall, subject to the satisfaction of the conditions set forth
in Section 8.04, be deemed to have been discharged from their obligations with respect to



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all
outstanding Notes on the date the conditions set forth below are satisfied (hereinafter, “Legal
Defeasance”) and each Guarantor shall be released from all of its obligations under its guarantee.
For this purpose, Legal Defeasance means that Hayes and the Issuer shall be deemed to have paid and
discharged the entire Debt represented by the outstanding Notes, which shall thereafter be deemed
to be “outstanding” only for the purposes of Section 8.05 and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all their other obligations under such
Notes and this Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging the same), except for the following provisions which shall
survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section 8.04, and as more
fully set forth in such Section, payments in respect of the principal of, premium, if any, and
interest and Special Interest, if any, on such Notes when such payments are due, (b) Hayes and the
Issuer’s and the Guarantors obligations with respect to such Notes under Article 2 and Section 4.01
and Section 4.02, (c) the rights, powers, trusts, duties, immunities and indemnities of the Trustee
hereunder and the Issuer’s obligations in connection therewith and (d) this Article 8. If Hayes or
the Issuer exercises under Section 8.01 the option applicable to this Section 8.02, subject to the
satisfaction of the conditions set forth in Section 8.04, payment of the Notes may not be
accelerated because of an Event of Default. Subject to compliance with
this Article 8, Hayes or the Issuer may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03.



Section 8.03 Covenant Defeasance.




     Upon Hayes’ or the Issuer’s exercise under Section 8.01 of the option applicable to this
Section 8.03, Hayes and the Issuer shall, subject to the satisfaction of the conditions set forth
in Section 8.04 hereof, be released from their obligations under the covenants contained in
Sections 4.05, 4.06 and 4.08 through 4.19, and the operation of clause (e) under the first
paragraph of, and in the second paragraph of, Section 5.01, with respect to the outstanding Notes
on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter,
“Covenant Defeasance”) and each Guarantor shall be released from all of its obligations under its
guarantee with respect to such covenants in connection with such outstanding Notes, and the Notes
shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in connection with such
covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting purposes). For this
purpose, Covenant Defeasance means that, with respect to the outstanding Notes, Hayes, the Issuer
and the Guarantors may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or indirectly, by reason
of any reference elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such omission to comply shall
not constitute a Default or an Event of Default under Section 6.01, but, except as specified above,
the remainder of this Indenture and such Notes shall be unaffected thereby. If Hayes or the Issuer
exercises under Section 8.01 the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04, payment of the Notes may not be
accelerated because of an Event of Default specified in clauses (a)(iv) (with respect to the



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covenants contained in Sections 4.05, 4.06 and 4.08 through 4.19), (v), (vi), (vii), (viii) and
(ix) of Section 6.01 (but in the case of clauses (viii) and (ix) of Section 6.01, with respect to
Significant Subsidiaries only or because of a failure of the Issuer to comply with clause (e) under
the first paragraph of Section 5.01).



Section 8.04 Conditions to Legal or Covenant Defeasance.




          The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof
to the outstanding Notes.




          The Legal Defeasance or Covenant Defeasance may be exercised only if:





     (a) the Issuer irrevocably deposits in trust with the Trustee euros or non-callable
government obligations of any member nation of the European Union whose official currency is
the euro and rated AAA or better by S&P and Aaa or better by
Moody’s (“Euro Obligations”) for the payment of principal of, premium, if any, and
interest, including Special Interest and Additional Amounts, if any, on the Notes to
maturity or redemption, as the case may be;




     (b) the Issuer delivers to the Trustee a certificate from a nationally recognized firm
of independent certified public accountants expressing their opinion that the payments of
principal, premium, if any, and interest when due and without reinvestment on the deposited
Euro Obligations plus any deposited money without investment will provide cash at such times
and in such amounts as will be sufficient to pay principal, premium, if any, and interest
when due on all the Notes to be defeased to maturity or redemption, as the case may be;




     (c) 123 days pass after the deposit is made, and during the 123-day period, no Default
described in clauses (a)(viii) or (ix) under Section 6.01 occurs with respect to the Issuer
or any other Person making such deposit which is continuing at the end of the period;




     (d) no Default or Event of Default has occurred and is continuing on the date of such
deposit and after giving effect thereto;




     (e) such deposit does not constitute a default under any other agreement or instrument
binding on the Issuer;




     (f) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the
trust resulting from the deposit does not constitute, or is qualified as, a regulated
investment company under the Investment Company Act of 1940;



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     (g) in the case of the Legal Defeasance option, the Issuer delivers to the Trustee an
Opinion of Counsel stating that:




     (1) the Issuer has received from the Internal Revenue Service a ruling, or




     (2) since the date of this Indenture there has been a change in the applicable
Federal income tax law, to the effect, in either case, that, and based thereon such
Opinion of Counsel shall confirm that, the Holders will not recognize income, gain
or loss for Federal income tax purposes as a result of such defeasance and will be
subject to Federal income tax on the same amounts, in the same manner and at the
same time as would have been the case if such defeasance has not occurred;




     (h) in the case of the Covenant Defeasance option, the Issuer delivers to the Trustee
an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss
for Federal income tax purposes as a result of such Covenant Defeasance and will be subject
to Federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not occurred;
and




     (i) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of
Counsel, each stating that all conditions precedent to the defeasance and discharge of the
Notes have been complied with as required by this Indenture.



Section 8.05 Deposited Cash and Euro Obligations to Be Held in Trust; Other Miscellaneous Provisions.




          Subject to Section 8.06, all cash and non-callable Euro Obligations (including the proceeds
thereof) deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this
Section 8.05, the “Trustee”) pursuant to Section 8.04 in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting
as Paying Agent) as the Trustee may determine, to the Holders of all sums due and to become due
thereon in respect of principal, premium, if any, and interest but such cash and securities need
not be segregated from other funds except to the extent required by law.




          The Issuer shall pay and indemnify the Trustee against any tax, fee or other charge imposed on
or assessed against the cash or non-callable Euro Obligations deposited pursuant to Section 8.04 or
the principal and interest received in respect thereof other than any such tax, fee or other charge
which by law is for the account of the Holders of the outstanding Notes.




          Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay
to the Issuer from time to time upon the written request of the Issuer any cash or non-callable
Euro Obligations held by it as provided in Section 8.04 which, in the opinion of a nationally
recognized firm of independent certified public accountants of recognized





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international standing
expressed in a written certification thereof delivered to the Trustee (which may be the
certification delivered under Section 8.04(a)), are in excess of the amount thereof that would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.




Section 8.06 Repayment to Company.




     The Trustee shall promptly, and in any event, no later than five (5) Business Days, pay to the
Issuer after written request therefor any excess money held with respect to the Notes at such time
in excess of amounts required to pay any of the Issuer’s Obligations then owing with respect to the
Notes.



     Any cash or non-callable Euro Obligations deposited with the Trustee or any Paying Agent, or
then held by the Issuer, in trust for the payment of the principal, premium, if any, or interest on
any Note and remaining unclaimed for one year after such principal, premium, if any, or interest
has become due and payable shall be paid to the Issuer on its request or (if then held by the
Issuer) shall be discharged from such trust; and the Holder shall thereafter, as an unsecured
creditor, look only to the Issuer for payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such cash and securities, and all liability of the Issuer as Trustee
thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before
being required to make any such repayment, may at the expense of the Issuer cause to be published
once, in The New York Times and The Wall Street Journal (national edition), notice that such cash
and securities remains unclaimed and that, after a date specified therein, which shall not be less
than 30 days from the date of such notification or publication, any unclaimed balance of such cash
and securities then remaining shall be repaid to the Issuer.



Section 8.07 Reinstatement.




     If the Trustee or Paying Agent is unable to apply any cash or non-callable Euro Obligations in
accordance with Section 8.02 or 8.03, as the case may be, by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting such application,
then the Issuer’s obligations under this Indenture and the Notes shall be revived and reinstated as
though no deposit had occurred pursuant to Section 8.02 or 8.03 until such time as the Trustee or
Paying Agent is permitted to apply all such cash and securities in accordance with Section 8.02 or
8.03, as the case may be; provided, however, that, if the Issuer makes any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of its obligations, the Issuer
shall be subrogated to the rights of the Holders to receive such payment from the cash and
securities held by the Trustee or Paying Agent.



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ARTICLE 9.




AMENDMENT, SUPPLEMENT AND WAIVER




Section 9.01 Without Consent of Holders of Notes.




     Notwithstanding Section 9.02 of this Indenture, the Issuer, the Guarantors and the Trustee may
amend or supplement this Indenture or the Notes without the consent of any Holder to:



     (a) cure any ambiguity, omission, defect or inconsistency;



     (b) provide for the assumption by a Surviving Person of the obligations of Hayes and the
Issuer under this Indenture;



     (c) provide for uncertificated Notes in addition to or in place of certificated Notes
(provided that the uncertificated Notes are issued in registered form for purposes of Section
163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section
163(f)(2)(B) of the Code);



     (d) add additional Guarantors with respect to the Notes or release Guarantors from Note
Guaranties as provided or permitted by the terms of this Indenture;



     (e) secure the Notes, release all or any portion of any security interest, add to the
covenants of Hayes or the Issuer for the benefit of the Holders or surrender any right or power
conferred upon Hayes or the Issuer;



     (f) make any change that does not adversely affect the rights of any Holder;



     (g) comply with any requirement of the SEC in connection with the qualification of this
Indenture under the Trust Indenture Act; or



     (h) provide for the issuance of additional Notes in accordance with this Indenture.



     The Issuer will inform the Luxembourg Stock Exchange if the Notes are listed on such exchange
and the rules of such exchange so require, of any of the foregoing amendments, supplements and
waivers and provide if necessary, a notice to Holders setting forth reasonable details in
connection with any such amendments, supplements or waivers.



Section 9.02 With Consent of Holders of Notes.




     Except as provided below in this Section 9.02, the Issuer and the Trustee may amend or
supplement this Indenture and the Notes with the consent of the Holders of at least a majority in
aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding
voting as a single class (including consents obtained in connection with a purchase of or tender
offer or exchange offer for the Notes), and, subject to Sections 6.04 and 6.07, any



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existing
Default or Event of Default (except a continuing Default or Event of Default (i) in the payment of
principal, premium, if any, interest, if any, on the Notes and (ii) in respect of a covenant or
provision which under this Indenture cannot be modified or amended without the consent of the
Holder of each Note affected by such modification or amendment) or compliance with any provision of
this Indenture or the Notes may be waived with the consent of the Holders of at least a majority in
aggregate principal amount of the Notes, including Additional Notes, if any, then outstanding
voting as a single class (including consents obtained in connection with a purchase of or tender
offer or exchange offer for the Notes).



     Without the consent of each Holder, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):



     (a) reduce the amount of Notes whose Holders must consent to an amendment or waiver;



     (b) reduce the rate of, or extend the time for payment of, interest, including Special
Interest and Additional Amounts, if any, on, any Note;



     (c) reduce the principal of, or extend the Stated Maturity of, any Note;



     (d) make any Note payable in money other than that stated in the Note;



     (e) impair the right of any Holder to receive payment of principal of, premium, if any, and
interest, including Special Interest and Additional Amounts, if any, on, such Holder’s Notes on or
after the due dates therefor or to institute suit for the enforcement of any payment on or with
respect to such Holder’s Notes or any Note Guarantee;



     (f) subordinate the Notes or any Note Guarantee to any other obligation of the Issuer or the
applicable Guarantor;



     (g) reduce the premium payable upon the redemption of any Note or change the time at which any
Note may be redeemed, as described under Section 3.07;



     (h) reduce the premium payable upon a Change of Control or, at any time after a Change of
Control has occurred, change the time at which the Change of Control Offer relating thereto must be
made or at which the Notes must be repurchased pursuant to such Change of Control Offer;



     (i) at any time after the Issuer is obligated to make a Prepayment Offer with the Excess
Proceeds from Asset Sales, change the time at which such Prepayment Offer must be made or at which
the Notes must be repurchased pursuant thereto; or



     (j) make any change in any Note Guaranty that would adversely affect the Holders.



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     The Issuer may, but shall not be obligated to, fix a record date for the purpose of
determining the Persons entitled to consent to any supplemental indenture. If a record date is
fixed, the Holders on such record date, or their duly designated proxies, and only such Persons,
shall be entitled to consent to such supplemental indenture, whether or not such Holders remain
Holders after such record date; provided that unless such consent shall have become effective by
virtue of the requisite percentage having been obtained prior to the date which is 120 days after
such record date, any such consent previously given shall automatically and without further action
by any Holder be cancelled and of no further effect.



     It shall not be necessary for the consent of the Holders under this Section 9.02 to approve
the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.



     Upon the request of the Issuer, accompanied by a Board Resolution authorizing the execution of
any such amended or supplemental indenture, and upon the filing with the Trustee of evidence
reasonably satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, the
Trustee shall join with the Issuer and any Guarantor in the execution of such amended or
supplemental indenture (subject to Section 9.05). It shall not be necessary for the consent of the
Holders under this Section 9.02 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof. A consent to any
amendment or waiver under this Indenture by any Holder given in connection with a tender of such
Holder’s Notes will not be rendered invalid by such tender. After an amendment, supplement or
waiver under this Section becomes effective, the Issuer shall, in the case of certificated Notes,
mail to the Holders a notice briefly describing the amendment, supplement or waiver. However, the
failure to give such notice to all Holders, or any defect therein, will not in any way impair or
affect the validity of such amended or supplemental indenture or waiver. In addition, for so long
as the Notes are listed on the Luxembourg Stock Exchange and the rules of such exchange so require,
the Issuer will publish notice of any amendment, supplement and waiver in Luxembourg in a daily
newspaper with general circulation in Luxembourg (which is expected to be the Luxemburger Wort).



Section 9.03 Compliance with Trust Indenture Act.




     Every amendment or supplement to this Indenture or the Notes shall be set forth in an amended
or supplemental indenture that complies with the TIA as then in effect.



Section 9.04 Revocation and Effect of Consents.




     Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder is a
continuing consent by the Holder of a Note and every subsequent Holder of a Note or portion thereof
that evidences the same debt as the consenting Holder’s Note, even if notation of the consent is
not made on any Note. However, any such Holder or subsequent Holder may revoke the consent as to
its Note or portion thereof if the Trustee receives written notice of revocation before the date
the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver shall
become effective in accordance with its terms and thereafter shall bind every Holder.



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Section 9.05 Notation on or Exchange of Notes.




     The Trustee may place an appropriate notation about an amendment, supplement or waiver on any
Note thereafter authenticated. The Issuer in exchange for all Notes may issue and the Trustee
shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.



     Failure to make the appropriate notation or issue a new Note shall not affect the validity and
effect of such amendment, supplement or waiver.



Section 9.06 Trustee to Sign Amendments, etc.




     The Trustee shall sign any amended or supplemental indenture authorized pursuant to this
Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities,
immunities or indemnities of the Trustee. None of the Issuer nor any Guarantor may sign an
amendment or supplemental indenture until its board of directors (or committee serving a similar
function) approves it. In executing any amended or supplemental indenture, the Trustee shall be
entitled to receive and (subject to Section 7.01) shall be fully protected in relying upon an
Officers’ Certificate and an Opinion of Counsel stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture and that such amended or
supplemental indenture is the legal, valid and binding obligations of the Issuer enforceable
against it in accordance with its terms, subject to customary exceptions and that such amended or
supplemental indenture complies with the provisions hereof (including Section 9.03).



ARTICLE 10.




GUARANTEES




Section 10.01 Guarantee.




     Subject to this Article 10, the Guarantors hereby unconditionally guarantee to each Holder of
a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns
(a) the due and punctual payment of the principal of, premium, if any, and interest on the Notes,
subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on the overdue principal and premium, if any,
and to the extent permitted by law, interest, and the due and punctual performance of all other
obligations of the Issuer to the Holders or the Trustee under this Indenture, the Registration
Rights Agreement or any other agreement with or for the benefit of the Holder or the Trustee, all
in accordance with the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid
in full when due or performed in accordance with the terms of the extension or renewal, whether at
Stated Maturity, by acceleration pursuant to Section 6.02, redemption or otherwise. Failing
payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment
and not a guarantee of collection.



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     Each Guarantor hereby agrees that its obligations with regard to its guarantee shall be joint
and several, unconditional, irrespective of the validity or enforceability of the Notes or the
obligations of the Issuer under this Indenture, the absence of any action to enforce the same, the
recovery of any judgment against the Issuer or any other obligor with respect to this Indenture,
the Notes or the Obligations of the Issuer under this Indenture or the Notes, any action to enforce
the same or any other circumstances (other than complete performance) which might otherwise
constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to
the extent permitted by law, waives and relinquishes all claims, rights and remedies accorded by
applicable law to guarantors and agrees not to assert or take advantage of any such claims, rights
or remedies, including, but not limited to: (a) any right to require any of the Trustee, the
Holders or the Issuer (each a “Benefited Party”), as a condition of payment or performance by such
Guarantor, to (1) proceed against the Issuer, any other guarantor (including any other Guarantor)
of the Obligations under the guarantees or any other Person, (2) proceed against or exhaust any
security held from the Issuer, any such other guarantor or any other Person, (3) proceed against or
have resort to any balance of any deposit account or credit on the books of any Benefited Party in
favor of the Issuer or any other Person, or (4) pursue any other remedy in the power of any
Benefited Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority
or any disability or other defense of the Issuer including any defense based on or arising out of
the lack of validity or the unenforceability of the Obligations under the guarantees or any
agreement or instrument relating thereto or by reason of the cessation of the liability of the
Issuer from any cause other than payment in full of the Obligations under the guarantees; (c) any
defense based upon any statute or rule of law which provides that the obligation of a surety must
be neither larger in amount nor in other respects more burdensome than that of the principal; (d)
any defense based upon any Benefited Party’s errors or omissions in the administration of the
Obligations under the guarantees, except behavior which amounts to bad faith; (e)(1) any principles
or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of
the guarantees and any legal or equitable discharge of such Guarantor’s obligations hereunder, (2)
the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the
enforcement hereof, (3) any rights to set-offs, recoupments and counterclaims and (4) promptness,
diligence and any requirement that any Benefited Party protect, secure, perfect or insure any
security interest or lien or any property subject thereto; (f) notices, demands, presentations,
protests, notices of protest, notices of dishonor and notices of any action or inaction, including
acceptance of the guarantees, notices of Default under the Notes or any agreement or instrument
related thereto, notices of any renewal, extension or modification of the Obligations under the
guarantees or any agreement related thereto, and notices of any extension of credit to the Issuer
and any right to consent to any thereof; (g) to the extent permitted under applicable law, the
benefits of any “One Action” rule; and (h) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or sureties, or which may
conflict with the terms of the guarantees. Except to the extent expressly provided herein,
including Sections 8.02, 8.03 and 10.05, each Guarantor hereby
covenants that its guarantee shall not be discharged except by complete performance of the
obligations contained in its guarantee and this Indenture.



     If any Holder or the Trustee is required by any court or otherwise to return to the Issuer,
the Guarantors or any custodian, trustee, liquidator or other similar official acting in



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relation
to either the Issuer or the Guarantors, any amount paid by either to the Trustee or such Holder,
this guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.



     Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to
the Holders in respect of any obligations guaranteed hereby until payment in full of all
obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on
the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of
this guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby and (y) in the event of any
declaration of acceleration of such obligations as provided in Section 6.02, such obligations
(whether or not due and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the rights of the
Holders under the guarantee.



Section 10.02 Limitation on Guarantor Liability.




     (a) Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is
the intention of all such parties that the guarantee of such Guarantor not constitute a fraudulent
transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any
guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors
hereby irrevocably agree that each Guarantor’s liability shall be that amount from time to time
equal to the aggregate liability of such Guarantor under the guarantee, but shall be limited to the
lesser of (a) the aggregate amount of the Issuer’s obligations under the Notes and this Indenture
or (b) the amount, if any, which would not have (1) rendered the Guarantor “insolvent” (as such
term is defined in the Federal Bankruptcy Code and in the Debtor and Creditor Law of the State of
New York) or (2) left it with unreasonably small capital at the time its guarantee with respect to
the Notes was entered into, after giving effect to the incurrence of existing Debt immediately
before such time; provided, however, it shall be a presumption in any lawsuit or proceeding in
which a Guarantor is a party that the amount guaranteed pursuant to the guarantee with respect to
the Notes is the amount described in clause (a) above unless any creditor, or representative of
creditors of the Guarantor, or debtor in possession or Trustee in bankruptcy of the Guarantor,
otherwise proves in a lawsuit that the aggregate liability of the Guarantor is limited to the
amount described in clause (b).



     (b) In making any determination as to the solvency or sufficiency of capital of a Guarantor in
accordance with the proviso of Section 10.02(a), the right of each Guarantor to contribution from
other Guarantors and any other rights such Guarantor may have, contractual or otherwise, shall be
taken into account.



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Section 10.03 Execution and Delivery of Guarantee.




     To evidence its guarantee set forth in Section 10.01, each Guarantor hereby agrees that a
notation of such guarantee in substantially the form included in Exhibit D attached hereto shall be
endorsed by an officer of such Guarantor on each Note authenticated and delivered by the Trustee
and that this Indenture shall be executed on behalf of such Guarantor by its President or one of
its Vice Presidents.



     Each Guarantor hereby agrees that its guarantee set forth in Section 10.01 shall remain in
full force and effect notwithstanding any failure to endorse on each Note a notation of such
guarantee.



     If an officer whose signature is on this Indenture or on the guarantee no longer holds that
office at the time the Trustee authenticates the Note on which a guarantee is endorsed, the
guarantee shall be valid nevertheless.



     The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall
constitute due delivery of the guarantee set forth in this Indenture on behalf of each Guarantor.



Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.




     Except as otherwise provided in Section 10.05, no Guarantor may consolidate with or merge with
or into (whether or not such Guarantor is the surviving person) another Person whether or not
affiliated with such Guarantor unless:



     (a) subject to Section 10.05, the Person formed by or surviving any such consolidation or
merger (if other than a Guarantor or the Issuer) unconditionally assumes all the obligations of
such Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory
to the Trustee, under this Indenture, the guarantee and any Registration Rights Agreements on the
terms set forth herein or therein; and



     (b) Guarantor complies with the requirements of Article 5.



     In case of any such consolidation, merger, sale or conveyance and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory
in form to the Trustee, of the guarantee endorsed upon the Notes and the
due and punctual performance of all of the covenants and conditions of this Indenture to be
performed by Guarantor, such successor Person shall succeed to and be substituted for Guarantor
with the same effect as if it had been named herein as a Guarantor. Such successor Person
thereupon may cause to be signed any or all of the guarantees to be endorsed upon all of the Notes
issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the
Trustee. All the guarantees so issued shall in all respects have the same legal rank and benefit
under this Indenture as the guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such guarantees had been issued at the date of the
execution hereof.



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     Except as set forth in Articles 4 and 5, and notwithstanding clauses (a) and (b) above,
nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or
merger of a Guarantor with or into the Issuer or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the
Issuer or another Guarantor.



Section 10.05 Releases Following Sale of Assets.




     In the event of a sale or other disposition of all or substantially all of the assets of any
Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of
the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after
giving effect to such transactions) a Subsidiary or a parent of the Issuer, then such Guarantor (in
the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of
the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a
sale or other disposition of all or substantially all of the assets of such Guarantor) shall be
released and relieved of any obligations under its guarantee; provided that the net proceeds of
such sale or other disposition shall be subject to all applicable provisions of this Indenture,
including Section 4.13. If a Restricted Subsidiary which is a Guarantor is designated as an
Unrestricted Subsidiary in accordance with the provisions of Section 4.17, such Guarantor shall be
released and relieved of any obligations under its guarantee. Upon delivery by the Issuer to the
Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other
disposition or designation was made by the Issuer in accordance with the provisions of this
Indenture, including Section 4.13, the Trustee shall execute any documents reasonably required in
order to evidence the release of such Guarantor from its obligations under its guarantee.



     Any Guarantor not released from its obligations under its guarantee shall remain liable for
the full amount of principal of and interest on the Notes and for the other obligations of any
Guarantor under this Indenture.



ARTICLE 11.




SATISFACTION AND DISCHARGE




Section 11.01 Satisfaction and Discharge.




     This Indenture shall be discharged and shall cease to be of further effect, except as to
surviving rights of registration of transfer or exchange of the Notes and the compensation of an
indemnification of the Trustee, as to all Notes issued hereunder, when either:



     (a) all Notes that have been previously authenticated and delivered (except lost, stolen or
destroyed Notes that have been replaced or paid and Notes for whose payment money has previously
been deposited in trust or segregated and held in trust by the Issuer and is thereafter repaid to
the Issuer or discharged from the trust) have been delivered to the Trustee for cancellation; or



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          (b) (i) all Notes that have not been previously delivered to the Trustee for cancellation have
become due and payable by their terms or have been called for redemption and the Issuer has
irrevocably deposited or caused to be deposited with the Trustee as trust funds solely in trust for
the benefit of the Holders, cash in euros, Euro Obligations, or a combination thereof, in such
amounts as shall be sufficient without consideration of any reinvestment of interest, to pay and
discharge the entire Debt on the Notes not previously delivered to the Trustee for cancellation or
redemption, for principal, premium, if any, and interest and Special Interest, if any, on the Notes
to the date of deposit, in the case of Notes that have become due and payable, or to the Stated
Maturity or redemption date, as the case may be; (ii) the Issuer has paid all other sums payable by
the Issuer with respect to the Notes under this Indenture; and (iii) the Issuer has delivered
irrevocable instructions to the Trustee to apply the deposited money toward the payment of the
Notes at Stated Maturity or on the redemption date, as the case may be.



and, in the case of clause (a) or (b):





     (x) no Default or Event of Default shall have occurred and be continuing on the date of
such deposit or shall occur as a result of such deposit and such deposit shall not result in
a breach or violation of, or constitute a Default under, any other instrument to which the
Issuer is a party or by which the Issuer is bound; and




     (y) the Issuer shall have delivered to the Trustee an Officers’ Certificate and Opinion
of Counsel stating that all conditions precedent relating to the satisfaction and discharge
of this Indenture have been satisfied.



Section 11.02 Deposited Cash and Euro Obligations to Be Held in Trust; Other Miscellaneous Provisions.




          Subject to Section 11.03, all cash and Euro Obligations (including the proceeds thereof)
deposited with the Trustee (or other qualifying Trustee, collectively for purposes of this Section
11.02, the “Trustee”) pursuant to Section 11.01 in respect of the outstanding Notes shall be held
in trust and applied by the Trustee, in accordance with the provisions of such Notes and this
Indenture, to the payment, either directly or through any Paying Agent (including the Issuer acting
as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium, if any, and interest but such cash and
securities need not be segregated from other funds except to the extent required by law.




Section 11.03 Repayment to the Issuer.




          Any cash or Euro Obligations deposited with the Trustee or any Paying Agent, or then held by
the Issuer, in trust for the payment of the principal of, premium, if any, or interest on, any Note
and remaining unclaimed for two years after such principal, and premium, if any, or interest has
become due and payable shall be paid to the Issuer on its request or (if then held by the Issuer)
shall be discharged from such trust; and the Holder shall thereafter, as an unsecured creditor,
look only to the Issuer for payment thereof, and all liability of the Trustee or such Paying Agent
with respect to such cash and securities, and all liability of the Issuer as Trustee thereof, shall
thereupon cease; provided, however, that the Trustee or such Paying Agent, before





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being required to
make any such repayment, may at the expense of the Issuer cause to be published once, in The New
York Times and The Wall Street Journal (national edition), notice that such cash and securities
remains unclaimed and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such cash and
securities then remaining shall be repaid to the Issuer.




ARTICLE 12.




MISCELLANEOUS




Section 12.01 Trust Indenture Act Controls.




     If any provision of this Indenture limits, qualifies or conflicts with another provision which
is required to be included in this Indenture by the TIA, the provision required by the TIA shall
control.



Section 12.02 Notices.




     Any notice or communication by the Issuer and/or a Guarantor or the Trustee to the other is
duly given if in writing and delivered in person or mailed by first class mail
(registered or certified, return receipt requested), facsimile transmission or overnight air
courier guaranteeing next-day delivery, to the other’s address:


If to the Issuer or a Guarantor:



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



c/o Hayes Lemmerz International Inc.

15300 Centennial Drive

Northville, Michigan 48168

Attention: General Counsel

Facsimile No.: (734) 737-2069          ]



with a copy to:



Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Facsimile No.: (212) 735-2000

Attention: Richard B. Aftanas, Esq.




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If to the Trustee and Principal Paying Agent:



U.S. Bank National Association

Corporate Trust Services

100 Wall Street, 16th Floor

New York, New York 10005

Facsimile No.: (212) 809-5459

Attention: Thomas E. Tabor, Vice President



if to the London Paying Agent:



Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

Attention: Trust and Securities Services

Facsimile No.: +44 20 7547 6149



if to the Luxembourg Paying Agent:



Fortis Banque Luxembourg

50 Avenue J.F. Kennedy

2951 Luxembourg

Grand Duchy of Luxembourg

Attention: Magali Guelff

Facsimile: +352 424 22001




     The Issuer or the Trustee, by notice to the other, may designate additional or different
addresses for subsequent notices or communications.



     All notices and communications (other than those sent to the Trustee or Holder) shall be
deemed to have been duly given: at the time delivered by hand, if personally delivered; five
Business Days after being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged, if sent by facsimile transmission; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next-day delivery. All notices and
communications to the Trustee or Holder shall be deemed duly given and effective only upon receipt.



     Any notice or communication to a Holder shall be mailed by first class mail, certified or
registered, return receipt requested, or by overnight air courier guaranteeing next-day delivery to
its address shown on the Security Register. Any notice or communication shall also be so mailed to
any Person described in TIA § 313(c), to the extent required by the TIA. Failure to



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mail a notice
or communication to a Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.



     If a notice or communication is mailed in the manner provided above within the time
prescribed, it is duly given, whether or not the addressee receives it.



     If the Issuer mails a notice or communication to Holders, it shall mail a copy to the Trustee
and each Agent at the same time.



Section 12.03 Communication by Holders of Notes with Other Holders of Notes.




     Holders may communicate pursuant to TIA § 312(b) with other Holders with respect to their
rights under this Indenture or the Notes. The Issuer, the Trustee, the Registrar and anyone else
shall have the protection of TIA § 312(c).



Section 12.04 Certificate and Opinion as to Conditions Precedent.




     Upon any request or any application to the Trustee to take any action under any provision of
this Indenture, the Issuer shall furnish to the Trustee:



     (a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee
(which shall include the statements set forth in Section 12.05) stating that, in the
opinion of the signers, all conditions precedent and covenants, if any, provided for in this
Indenture relating to the proposed action have been complied with; and



     (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which
shall include the statements set forth in Section 12.05) stating that, in the opinion of such
counsel, all such conditions precedent and covenants have been complied with.



Section 12.05 Statements Required in Certificate or Opinion.




     Each certificate or opinion with respect to compliance with a condition or covenant provided
for in this Indenture (other than a certificate provided pursuant to TIA § 314(a)(4)) shall comply
with the provisions of TIA § 314(e) and shall include:



     (a) a statement that the Person making such certificate or opinion has read such covenant or
condition;



     (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or opinion are based;



     (c) a statement that, in the opinion of such Person, he or she has made such examination or
investigation as is necessary to enable such Person to express an informed opinion as to whether or
not such covenant or condition has been complied with; and



     (d) a statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.



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With respect to matters of fact, an Opinion of Counsel may rely on an Officers’ Certificate,
certificates of public officials or reports or opinions of experts.




Section 12.06 Rules by Trustee and Agents.




     The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar
or Paying Agent may make reasonable rules and set reasonable requirements for its functions.



Section 12.07 No Personal Liability of Directors, Officers, Employees and Shareholders.




     No past, present or future director, officer, employee, incorporator or stockholder of the
Issuer, any successor Person or any Guarantor, as such, shall have any liability for any
obligations of the Issuer or of the Guarantors under the Notes, this Indenture, the guarantees
or for any claim based on, in respect of, or by reason of, such obligations or their creation.
Each Holder, by accepting a Note, waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes. The waiver and release may not be
effective to waive or release liabilities under the federal securities laws.



Section 12.08 Governing Law.




     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE
AND THE NOTES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



Section 12.09 Submission to Jurisdiction; Appointment of Agent for Service of Process.




     (a) The parties hereto irrevocably submit to the non-exclusive jurisdiction of any court of
the State of New York or any United States federal court sitting in the Borough of Manhattan, The
City of New York, New York, United States, and any appellate court from any thereof. The parties
hereto irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action
or proceeding that may be brought in connection with this Indenture, the Notes or any Guarantee in
such courts whether on the grounds of venue, residence or domicile or on the ground that any such
suit, action or proceeding has been brought in an inconvenient forum. The parties agree that a
final, non-appealable judgment in any such suit, action or proceeding brought in such court shall
be conclusive and binding upon each of them, as the case may be, and may be enforced in any court
to the jurisdiction of which any such party is subject by a suit upon such judgment, as the case
may be; provided that service of process is effected in the manner provided by this Indenture.



     (b) Each of the Issuer and the Guarantors hereby irrevocably appoints CT Corporation System
with an office on the date hereof at 111 Eighth Avenue, 13th Floor, New



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York, NY 10011, USA, and
its successors hereunder (the “Process Agent”), to accept and acknowledge for and on its behalf,
and on behalf of their property, service of any and all legal process, summons, notices and
documents which may be served in any such suit, action or proceeding in any New York State court or
United States federal court sitting in the state of New York in the Borough of Manhattan and any
appellate court from any thereof, which service may be made on such designee, appointee and agent
in accordance with legal procedures prescribed for such courts. Each of the Issuer and the
Guarantors will take any and all action necessary to continue such designation in full force and
effect and to advise the Trustee in writing of any change of address of such Process agent; should
such Process Agent become unavailable for this purpose for any reason, each of the Issuer and the
Guarantors will promptly and irrevocably designate a new Process Agent within New York, New York
which will agree to act as such, with the powers and for the purposes specified in this section.
Each of the Issuer and the
Guarantors irrevocably consents and agrees to the service of any and all legal process, summons,
notices and documents out of any of the aforesaid courts in any such action, suit or proceeding by
hand delivery to it at its address set forth in Section 12.02 or to any other address of which it
shall have given notice pursuant to Section 12.02 or to its Process Agent. Service upon each of
the Issuer and the Guarantors as provided for herein will, to the fullest extent permitted by law,
constitute valid and effective personal service upon it and the failure of any Process Agent to
give any notice of such service to any party hereto, as applicable, shall not impair or affect in
any way the validity of such service or any judgment rendered in any action or proceeding based
thereon.



Section 12.10 Waiver of Jury Trial.




     ALL PARTIES HERETO HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS INDENTURE, THE NOTES, ANY GUARANTEE OR THE TRANSACTIONS CONTEMPLATED THEREBY.



Section 12.11 No Adverse Interpretation of Other Agreements.




     This Indenture may not be used to interpret any other indenture, loan or debt agreement of the
Issuer, a Guarantor, or any of their respective Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.



Section 12.12 Successors.




     All covenants and agreements of the Issuer and the Guarantors in this Indenture and the Notes
shall bind their successors. All covenants and agreements of the Trustee in this Indenture shall
bind its successors.



Section 12.13 Severability.




     In case any provision in this Indenture or in the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.



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Section 12.14 Counterpart Originals.




     The parties may sign any number of copies of this Indenture. Each signed copy shall be an
original, but all of them together represent the same agreement.



Section 12.15 Table of Contents, Headings, etc.




     The Table of Contents, Cross-Reference Table and Headings in this Indenture have been inserted
for convenience of reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.



Section 12.16 Qualification of This Indenture.




     The Issuer shall qualify this Indenture under the TIA in accordance with the terms and
conditions of any Registration Rights Agreements and shall pay all reasonable costs and expenses
(including attorneys’ fees and expenses for the Issuer, the Trustee and the Holders) incurred in
connection therewith, including, but not limited to, costs and expenses of qualification of this
Indenture and the Notes and printing this Indenture and the Notes. The Trustee shall be entitled
to receive from the Issuer any such Officers’ Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such qualification of this
Indenture under the TIA.



Section 12.17 Submission to Jurisdiction; Appointment of Agent for Service.




     To the fullest extent permitted by applicable law, the Issuer and each Guarantor irrevocably
submits to the non-exclusive jurisdiction of and venue in any federal or state court in the Borough
of Manhattan in the City of New York, County and State of New York, United States of America, in
any suit or proceeding based on or arising out of or under or in connection with this Indenture or
any of the transactions contemplated hereby, and irrevocably agrees that all claims in respect of
such suit or proceeding may be determined in any such court. The Issuer and each Guarantor
irrevocably consents to be served with notice and service of process by delivery or by registered
mail with return receipt requested addressed to LBC Holdings LLC, c/o Corporation Trust Company,
1209 Orange Street Wilmington, DE 19801, United States of America. The Issuer and each Guarantor
further agrees that such service of process and written notice of such service to the Issuer in the
circumstances described above shall be deemed in every respect effective service of process upon
the Issuer and each Guarantor, as the case may be. Nothing herein shall affect the right of any
person to serve process in any other manner permitted by law. The Issuer and each Guarantor
agrees, to the fullest extent permitted by law, that a final action in any such suit or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any
other lawful manner. The Issuer and each Guarantor hereby irrevocably waives, to the extent
permitted by law, any immunity to jurisdiction to which it may otherwise be entitled (including,
without limitation, immunity to pre-judgment
attachment, post-judgment attachment and execution) in any legal suit, action or
proceeding against it arising out of or based on this Indenture, the Notes or the transactions
contemplated hereby. The provisions of this Section 12.17 are intended to be effective upon the
execution of this Indenture and the Notes without any further action by the Issuer or any Guarantor
and, to the



-116-









 







fullest extent permitted by law, the introduction of a true copy of this Indenture into
evidence shall be conclusive and final evidence as to such matters.



Section 12.18 Currency Indemnity.




     The euro is the sole currency of account and payment for all sums payable by the Issuer under
or in connection with the Notes including damages. Any amount received or recovered in a currency
other than euro, whether as a result of, or the enforcement of, a judgment or order of a court of
any jurisdiction, in the winding-up or dissolution of the Issuer or otherwise, by any Holder or by
the Trustee in respect of any sum expressed to be due to it from the Issuer will only constitute a
discharge to the Issuer to the extent of the euro amount which the recipient is able to purchase
with the amount so received or recovered in that other currency on the date of that receipt or
recovery (or, if it is not practicable to make that purchase on that date, on the first date on
which it is practicable to do so).



     If that euro amount is less than the euro amount expressed to be due to the recipient under
any Note or the Trustee, the Issuer will indemnify if against any loss sustained by such recipient
as a result. In any event, the Issuer will indemnify the recipient against the cost of making any
such purchase. For the purposes of this Section 12.18, it will be sufficient for the Holder or the
Trustee to certify in a satisfactory manner (indicating the sources of information used) that it
would have suffered a loss had an actual purchase of euro been made with the amount so received in
that other currency on the date of receipt or recovery (or, if a purchase of euro on such date had
not been practicable, on the first date on which it would have been practicable, it being required
that the need for a change of date be certified in the manner mentioned above). These indemnities
constitute a separate and independent obligation from the Issuer’s other obligations, will give
rise to a separate and independent cause of action, will apply irrespective of any indulgence
granted by any Holder or the Trustee and will continue in full force and effect despite any other
judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Note or
to the Trustee.



     Except as otherwise specifically set forth herein, for purposes of determining compliance with
any euro-denominated restriction herein, the euro-equivalent amount for purposes hereof that is
denominated in a non-euro currency shall be calculated based on the relevant currency exchange rate
in effect on the date such non-euro amount is incurred or made, as the case may be.



Section 12.19 Currency Calculation.




     Except as otherwise expressly set forth herein, for purposes of determining compliance with
any euro-denominated restriction herein, the euro-equivalent amount for purposes hereof that is
denominated in a non-euro currency shall be calculated based on the relevant currency exchange rate
in effect on the date such non-euro amount is incurred or made, as the case may be.



Section 12.20 Information.



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     For so long as the Notes are listed on the Luxembourg Stock Exchange, and the rules of such
stock exchange so requires, copies of this Indenture will be made available in Luxembourg through
the offices of the Luxembourg Paying Agent in such city.



[Signatures on following page]




-118-









 





Dated as of May 30, 2007.




	 	 	 	 	 
	 	



Hayes Lemmerz Finance LLC—Luxembourg
S.C.A

 	 
	 	By:  	Hayes Lemmerz Finance LLC
 	 
	 	Its: Managing Shareholder 	 
	 
	 	By:  	                                                     /s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International, Inc., 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	HLI Parent Company, Inc., as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	HLI Operating Company, Inc., 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 




 









 





	 	 	 	 	 
	 	HLI Wheels Holding Company, Inc., 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—California,
Inc., 
as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—Georgia, Inc.,

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—Howell, Inc.,

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—Huntington,
Inc., 
as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 




-2-









 





	 	 	 	 	 
	 	Hayes Lemmerz International Import,
Inc., 
as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—Sedalia, Inc.,

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	HLI Commercial Highway Holding Company,
Inc., 
as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—
Commercial
Highway, Inc., as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	HLI Powertrain Holding Company, Inc.,

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 




-3-









 





	 	 	 	 	 
	 	Hayes Lemmerz International—Wabash,
Inc., 
as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—Laredo,
Inc., 
as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	HLI Brakes Holding Company, Inc., 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—Homer, Inc., 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	HLI Suspension Holding Company, Inc.,

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 




-4-









 





	 	 	 	 	 
	 	HLI Services Holding Company, Inc., 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—

Technical Center, Inc., as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	HLI Realty, Inc., as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	Hayes Lemmerz International—Kentucky, Inc., 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 
	 	HLI Netherlands Holdings, Inc., 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 




-5-









 





	 	 	 	 	 
	 	Hayes Lemmerz Finance LLC, 

as Guarantor

 	 
	 	By:  	/s/ Patrick C. Cauley
 	 
	 	 	Name:  	Patrick C. Cauley 	 
	 	 	Title:  	Vice President 	 
	 




-6-









 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

    as Trustee

 	 
	 	By:  	/s/ Thomas E. Tabor
 	 
	 	 	Name:  	Thomas E. Tabor 	 
	 	 	Title:  	Vice President 	 
	 
	 	DEUTSCHE BANK AG, LONDON BRANCH

    as London Paying Agent

 	 
	 	By:  	/s/ A. Vuong
 	 
	 	 	Name:  	A. Vuong 	 
	 	 	Title:  	Associate 	 
	 
	 	 	 
	 	By:  	                /s/ R. Bebb
 	 
	 	 	Name:  	R. Bebb 	 
	 	 	Title:  	Vice President 	 
	 




-7-









 





EXHIBIT A




FORM OF GLOBAL NOTE




          THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO
AND IS REGISTERED IN THE NAME OF THE CLEARING AGENCY OR A NOMINEE OF THE CLEARING AGENCY. THIS
NOTE IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE CLEARING
AGENCY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO
TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE TO THE CLEARING AGENCY OR A
NOMINEE OF THE CLEARING AGENCY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIPTED IN
THE INDENTURE.




     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO, OR
FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT AS SET FORTH BELOW.



     BY ITS ACQUISITION HEREOF, THE HOLDER (1) REPRESENTS THAT (A) IT IS A “QUALIFIED INSTITUTIONAL
BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON AND IS
ACQUIRING THIS SECURITY IN AN “OFFSHORE TRANSACTION” IN COMPLIANCE WITH REGULATION S UNDER THE
SECURITIES ACT, (2) AGREES THAT IT WILL NOT WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS
SECURITY RESELL OR OTHERWISE TRANSFER THIS SECURITY EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY
THEREOF, (B) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE SECURITIES ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN
COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (D) PURSUANT TO THE EXEMPTION
FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (E) IN ACCORDANCE
WITH ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN
OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), OR (F) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT AND (3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THIS
SECURITY IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. AS USED HEREIN, THE
TERMS “OFFSHORE TRANSACTION”, “UNITED STATES” AND “U.S. PERSON” HAVE THE MEANINGS GIVEN TO THEM BY
REGULATION S UNDER THE SECURITIES ACT.



          THE FAILURE TO PROVIDE THE COMPANY, THE TRUSTEE AND ANY PAYING AGENT WITH THE APPLICABLE US
FEDERAL INCOME TAX CERTIFICATIONS (GENERALLY, A US INTERNAL REVENUE SERVICE FORM W-9 (OR SUCCESSOR
APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS A “UNITED STATES PERSON” WITHIN THE MEANING OF
SECTION 7701(A)(30) OF THE CODE OR AN APPLICABLE U.S. INTERNAL REVENUE SERVICE FORM W-8 (OR
SUCCESSOR APPLICABLE FORM) IN THE CASE OF A PERSON THAT IS NOT A “UNITED STATES PERSON” WITHIN THE
MEANING OF SECTION 7701(A)(30) OF THE CODE) MAY RESULT IN US FEDERAL BACKUP WITHHOLDING FROM
PAYMENTS TO THE HOLDER IN RESPECT OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE.




A-1









 








          CAPITALIZED TERMS USED HEREIN SHALL HAVE THE MEANING ASSIGNED TO THEM IN THE WITHIN MENTIONED
INDENTURE UNLESS OTHERWISE INDICATED.




A-2









 








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

Société en commandite par actions

174 Route de longwy

L-1940 Luxembourg

R.C.S. Luxembourg (registration pending)

incorporated for an unlimited duration by a deed enacted

by Martine Schaeffer, notary residing in Remich, Grand Duchy of Luxembourg on May 24, 2007

with a share capital of EUR 31,000 represented by 310 management shares and 30,690 ordinary shares




EUR 130,000,000 principal amount of 8.25% Guaranteed Senior Note due 2015

Senior Global Note




			
	 	 	 
	No.
	 	€                    
	ISIN:
	 	Common Code:                     






          HAYES LEMMERZ FINANCE LLC—LUXEMBOURG S.C.A., a partnership limited by shares (société en
commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (the “Company”),
for value received, promises to pay to BT Globenet Nominees Limited or registered assigns, the
principal sum of ONE HUNDRED AND FIFTEEN MILLION NINE HUNDRED AND EIGHTEEN THOUSAND EURO or such
greater or lesser amounts up to ONE HUNDRED AND THIRTY MILLION EURO listed on the schedule of
principal amount attached hereto on June 15, 2015.




          Interest Payment Dates: June 15 and December 15, commencing December 15, 2007




          Record Dates: June 1 and December 1




          Reference is made to the further provisions of this Note contained herein, which will for all
purposes have the same effect as if set forth at this place.




          The Company has presently an issued and paid-up subscribed share capital of thirty one
thousand euro (EUR 31,000) consisting of 310 management shares and 30,690 ordinary shares, all in
registered form with a par value of one euro (EUR 1) each.




          The aggregate outstanding of debt securities issued by the Company is as indicated in the
records of the Company. The Company shall at all time arrange for information on the aggregate
amount of debt securities outstanding under this issue and previous issues (if applicable) (and on
the guarantees pertaining thereto) to be provided, upon reasonable request in writing, to the
holder hereof.




A-3









 








          IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by
its duly authorized representative.




	 	 	 	 	 
	 	Hayes Lemmerz Finance LLC—Luxembourg 

S.C.A.





Duly represented by its Managing Shareholder,





Hayes Lemmerz Finance LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



A-4









 






	 	 	 	 	 



Trustee’s Certificate of Authentication




          This is one of the 8.25% Senior Notes due 2015 referred to in the within-mentioned Indenture.




Dated: May 30, 2007




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

    as Trustee

 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



A-5









 






	 	 	 	 	 



[FORM OF REVERSE]




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




8.25% Senior Note due 2015




          (1) Interest. HAYES LEMMERZ FINANCE LLC—LUXEMBOURG S.C.A., a partnership limited
by shares (société en commandite par actions) organized under the laws of the Grand Duchy of
Luxembourg (the “Company”), promises to pay interest on the principal amount of this Note at the
rate and in the manner specified below.




          Each Note will bear interest at a rate per annum equal to 8.25%. Interest on the Notes will be
payable semi-annually in arrears on June 15 and December 15, commencing December 15, 2007. The
Company will make each interest payment to the holders of record of the Notes on the immediately
preceding June 1 and December 1. Interest on the Notes will accrue from the most recent date to
which interest has been paid or, if no interest has been paid, from and including May 25, 2007.
Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.




          Notwithstanding any exchange of this Note for a Definitive Note during the period starting on
a Record Date relating to such Definitive Note and ending on the immediately succeeding Interest
Payment Date, the interest due on such Interest Payment Date shall be payable to the Person in
whose name this Global Note is registered at the close of business on the Record Date for such
interest.




          The Company shall pay interest on overdue principal and on overdue installments of interest
(without regard to any applicable grace periods) and on any Additional Amounts, from time to time
on demand at the rate borne by the Notes. Any interest paid on this Note shall be increased to the
extent necessary to pay Additional Amounts as set forth herein.




          (2) Additional Amounts.




          (a) All payments made under or with respect to the Notes (whether or not in the form of
Definitive Notes) or with respect to any Note Guarantee will be made free and clear of and without
withholding or deduction for, or on account of, any present or future Taxes unless the withholding
or deduction of such Taxes is then required by law. If any deduction or withholding for, or on
account of, any Taxes imposed or levied by or on behalf of any jurisdiction in which the Company or
any Guarantor (including any successor entity), is then incorporated, engaged in business or
resident for tax purposes or any political subdivision thereof or therein or any jurisdiction from
or through which payment is made by or on behalf of the Company or any Guarantor (including,
without limitation, the jurisdiction of any paying agent) (each, a “Tax Jurisdiction”), shall at
any time be required to be made from any payments made under or with respect to the Notes or with
respect to any Note Guarantee, including, without limitation, payments of principal, redemption
price, purchase price, interest or premium, the Company or the relevant Guarantor, as applicable,
shall pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the
net amounts received in respect of such payments by each Holder (including Additional Amounts)
after such withholding, deduction or imposition will equal the respective amounts that would have
been received in respect of such payments in the absence of such withholding or deduction;
provided, however, that no Additional Amounts will be payable with respect to:






     (1) any Taxes that would not have been imposed but for the Holder or the
beneficial owner of the Note being a citizen or resident or national of,
incorporated in or



A-6









 







carrying on a business, in the relevant Tax Jurisdiction in which such Taxes are
imposed or having any other present or former connection with the relevant Tax
Jurisdiction other than the mere acquisition, holding, enforcement or receipt of
payment in respect of the Note or with respect to the Note Guarantee;




     (2) any Taxes that are imposed or withheld as a result of the failure of the
Holder of the Note or beneficial owner of the Note to comply with any reasonable
written request, made to the Holder or beneficial owner in writing by the Company or
any of the Guarantors to provide timely and accurate information concerning the
nationality, residence or identity of such Holder or beneficial owner or to make any
valid and timely declaration or similar claim or satisfy any certification,
information or other reporting requirement, which is required or imposed by a
statute, treaty, regulation or administrative practice of the relevant Taxing
Jurisdiction as a precondition to exemption from or reduction in all or part of such
Taxes;




     (3) any Note presented for payment (where Notes are in the form of Definitive
Notes and presentation is required) more than 30 days after the relevant payment is
first made available for payment to the Holder (except to the extent that the Holder
would have been entitled to Additional Amounts had the Note been presented on the
last day of such 30 day period);




     (4) any estate, inheritance, gift, sale, transfer, personal property or similar
Taxes;




     (5) any Taxes withheld, deducted or imposed on a payment to an individual and
that are required to be made pursuant to European Council Directive 2003/48/EC or
any other directive implementing the conclusions of the ECOFIN Council meeting of 26
and 27 November 2000 on the taxation of savings income or any law implementing or
complying with or introduced in order to conform to, such Directive;




     (6) any payment on the Note to any Holder who is a fiduciary, a partnership or
a limited liability company, or other than the sole beneficial owner of such
payment, to the extent that a beneficiary or settlor with respect to such fiduciary,
a member of such partnership or limited liability company or the beneficial owner of
such payment would not have been entitled to receive Additional Amounts if such
beneficiary, settlor, member or beneficial owner had been the actual Holder of the
Note;




     (7) any Note presented for payment by or on behalf of a Holder of Notes who
would have been able to avoid such withholding or deduction by presenting the
relevant Note to another Paying Agent in a member state of the European Union;




     (8) any Taxes payable other than by deduction or withholding from payments
under, or with respect to, the Notes or with respect to any Note Guarantee;




     (9) any United States Taxes that are required to be withheld from payments made
to any Holder or beneficial owners of a Note; or




     (10) any combination of items (1) through (9) above.



A-7









 





          (b) In addition to the foregoing, the Company and the Guarantors shall also pay and indemnify
the Holder for any present or future stamp, issue, registration, court or documentary taxes, or any
other excise or property taxes, charges or similar levies or Taxes which are levied by any Tax
Jurisdiction on the execution, delivery, registration or enforcement of any of the Notes, the
Indenture, any Note Guarantee, or any other document or instrument referred to therein or herein.




          (c) If the Company or any Guarantor, as the case may be, becomes aware that it will be
obligated to pay Additional Amounts with respect to any payment under or with respect to the Notes
or any Note Guarantee, the Company or the relevant Guarantor, as the case may be, will deliver to
the Trustee on a date that is at least 10 days prior to the date of that payment (unless the
obligation to pay Additional Amounts arises after the 10th day prior to that payment date, in which
case the Company or the relevant Guarantor shall notify the Trustee promptly thereafter) an
Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount
estimated to be so payable. The Officers’ Certificate must also set forth any other information
reasonably necessary to enable the Paying Agents to pay Additional Amounts to holders on the
relevant payment date. The Trustee shall be entitled to rely solely on such Officers’ Certificate
as conclusive proof that such payments are necessary. The Company or the relevant Guarantor will
provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the
payment of Additional Amounts.




          (d) The Company or the relevant Guarantor shall make all withholdings and deductions required
by law and shall remit the full amount deducted or withheld to the relevant Tax authority in
accordance with applicable law. The Company or the relevant Guarantor shall provide to the Trustee
an official receipt or, if official receipts are not obtainable, other documentation reasonably
satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. The
Company or the relevant Guarantor shall attach to each certified copy or other document a
certificate stating the amount of such Taxes paid per €1,000 principal amount of the Notes then
outstanding. Upon request, copies of those receipts or other documentation, as the case may be,
will be made available by the Trustee to the Holders of the Notes.




          (e) Whenever in the Indenture or in this Note there is mentioned, in any context, the payment
of amounts based upon the principal amount of the Notes or of principal, interest or of any other
amount payable under, or with respect to, any of the Notes, such mention shall be deemed to include
mention of the payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof.




          (3) Method of Payment. The Company shall pay interest on the Notes (except defaulted
interest) to the Persons in whose name this Note is registered at the close of business on June 1
or December 1 preceding the Interest Payment Date, even if such Notes are cancelled after such
record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. Principal, premium and Additional Amounts, if any,
and interest payable on this Note shall be payable at the office or agency of the Company
maintained for such purpose, or, at the option of the Company, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the Security Register; provided,
however, that payment by wire transfer of immediately available funds shall be required with
respect to principal of and interest, premium and Additional Amounts, if any, on, all Global Notes
and all other Notes the Holders of which shall have provided wire transfer instructions to the
Company or a Paying Agent.




          (4) Paying Agent and Registrar. The Company initially appoints U.S. Bank National
Association, as Principal Paying Agent (“Principal Paying Agent”), Registrar (“Registrar”) and
transfer agent. The Company initially appoints Fortis Banque Luxembourg as Luxembourg Paying Agent



A-8









 








(“Luxembourg Paying Agent”). The Company initially appoints Deutsche Bank AG, London Branch as
London Paying Agent (“London Paying Agent”) and transfer agent. Each of the Principal Paying
Agent, the Luxembourg Paying Agent and the London Paying Agent are referred to herein as a “Paying
Agent”. In the event that a Paying Agent or transfer agent is replaced, the Company will provide
notice thereof (so long as the Notes are Global Notes) to Euroclear and Clearstream. In addition,
if and so long as the Notes are listed on the Euro MTF market of the Luxembourg Stock Exchange and
the rules of such stock exchange shall so require the Company will publish a notice in a newspaper
having a general circulation in Luxembourg or, to the extent and in the manner permitted by such
rules, posted on the official website of the Luxembourg Stock Exchange. In the case of Definitive
Notes, the Company will mail such notice by first-class mail to each Holder at their respective
addresses in the register of the Holders of such Notes, if any, maintained by the Registrar. The
Company may change any Registrar without notice to the Holders.




          (5) Indenture. The Company issued the Notes under an Indenture, dated as of May 30,
2007 (the “Indenture”), among the Company, the Guarantors and U.S. Bank National Association (the
“Trustee”) as Trustee. This Note is one of a duly authorized issue of Notes of the Company and is
designated as its 8.25% Senior Notes due 2015. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as
amended (15 U.S. Code Sections 77aaa-77bbbb). Notwithstanding anything to the contrary herein, the
Notes are subject to all such terms and such Act, and Holders of Notes are referred to the
Indenture for a statement of them. The Notes are general obligations of the Company. The Notes
are not limited in aggregate principal amount and Additional Notes (as defined in the Indenture)
may be issued from time to time under the Indenture, in each case subject to the terms of the
Indenture. Each Holder, by accepting a Note, agrees to be bound by all of the terms and provisions
of the Indenture, as the same may be amended from time to time.




          (6) Ranking. The Notes will be direct, senior obligations of the Company, ranking
pari passu in right of payment with all existing and future senior obligations of the Company that
are not subordinated to the Notes, save for such obligations of the Company as may be preferred by
provisions of law that are both mandatory and of general application. The Notes will rank senior
in right of payment to all existing and future obligations of the Company that are subordinated or
otherwise junior in right of payment to the Notes. The Notes will be effectively subordinated to
all existing and future obligations of the Company that are secured by Liens senior to the Liens
securing the Notes or secured by assets that do not secure the Notes to the extent of the value of
the assets securing such debt. The Note Guarantees will be unsecured senior obligations of each
Guarantor, ranking senior to in right of payment to all existing and future obligations of the
applicable Guarantor that are, by their terms, subordinated in right of payment to the Note
Guarantee. Each Note Guarantee will be effectively subordinated to all existing and future senior
obligations of the applicable Guarantor to the extent it doesn’t secure the Notes, to the extent of
the value of the assets securing such debt.




          (7) Guarantees. Each Guarantor will jointly and severally guarantee the Company’s
obligations under the Indenture and the Notes. The obligations of each Guarantor under its
Guarantee will be limited as necessary to recognize certain defenses generally available to
guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference,
financial assistance, corporate purpose, capital maintenance or similar laws, regulations or
defenses affecting the rights of creditors generally), to ensure compliance with applicable law.




          (8) Optional Redemption.




          (a) Except as set forth in the paragraphs below, the Notes will not be redeemable at the
Company’s option prior to June 15, 2011.



 
A-9









 








          (b) At any time and from time to time prior to June 15, 2010, the Company may on any one or
more occasions redeem up to a maximum of 35% of the aggregate principal amount of Notes (including
any Additional Notes) issued under the Indenture with the proceeds of one or more Equity Offerings
at a redemption price equal to 108.25% of the principal amount thereof, plus accrued and unpaid
interest, including Special Interest thereon and Additional Amounts (if any) then due to the
redemption date (subject to the right of holders of record on the relevant record date to receive
interest due on the relevant Interest Payment Date); provided, however, that after giving effect to
any such redemption:





     (1) at least 65% of the aggregate principal amount of the Notes (including any
Additional Notes) remains outstanding immediately after the occurrence of such
redemption; and




     (2) the redemption occurs within 75 days of the date of the closing of the
relevant Equity Offering upon not less than 30 nor more than 60 days’ prior notice.



          (c) At any time prior to June 15, 2011, the Company may at its option also redeem all or a
part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class
mail to each holder’s registered address (except that a redemption notice may be mailed more than
60 days prior to the redemption date if the notice is given in connection with a discharge of the
Indenture under the satisfaction and discharge provisions or the legal defeasance and covenant
defeasance provisions of the Indenture), at a redemption price equal to 100% of the principal
amount of Notes redeemed and the sum of present values of (1) the redemption price of the Notes at
June 15, 2007 (as set forth in the following paragraph) and (2) the remaining scheduled payments of
interest from the redemption date through June 15, 2011, but excluding accrued and unpaid interest
through the redemption date, discounted to the redemption date (assuming a 360 day year consisting
of twelve 30 day months), at the Bund Rate plus 75 basis points, and accrued and unpaid interest,
including Special Interest thereon and Additional Amounts, if any, to, the date of redemption,
subject to the rights of holders of the Notes on the relevant record date to receive interest due
on the relevant Interest Payment Date.




          (d) On or after June 15, 2011, the Company may at its option redeem all or a part of the
Notes, upon not less than 30 nor more than 60 days’ notice (except that a redemption notice may be
mailed more than 60 days prior to the redemption date if the notice is given in connection with a
discharge of the Indenture under the satisfaction and discharge provisions or the legal defeasance
and covenant defeasance provisions of the Indenture), at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid interest, including
Special Interest thereon and all Additional Amounts (if any) then due on the Notes redeemed, to but
excluding the redemption date (subject to the rights of holders of Notes on the relevant record
date to receive interest on the relevant Interest Payment Date). The following prices are for
Notes redeemed during the 12-month period commencing on June 15 of the years set forth below, and
are expressed as percentages of principal amount:




	 	 	 	 	 
	Year	 	Percentage
	2011
	 	 	104.125	%
	2012
	 	 	102.063	%
	2013 and thereafter
	 	 	100.000	%






          (e) Unless the Company defaults in the payment of the redemption price, interest will cease to
accrue on the Notes or portions thereof called for redemption on the applicable redemption date.




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          (9) Redemption for Taxation Reasons.




          (a) The Company may redeem the Notes, in whole but not in part, at its discretion at any time
upon giving not less than 30 nor more than 60 days’ prior notice to the Holders of the Notes (which
notice shall be irrevocable and shall be given in accordance with the procedures described in the
Indenture, at a redemption price equal to the principal amount thereof, together with accrued and
unpaid interest to the Tax Redemption Date and all Additional Amounts (if any) then due and which
will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to
the right of Holders of Notes on the relevant record date to receive interest due on the relevant
Interest Payment Date and Additional Amounts (if any) in respect thereof), if on the next date on
which any amount would be payable in respect of the Notes, the Company has been or would be
required to pay Additional Amounts, and the Company cannot avoid any such payment obligation by
taking reasonable measures available to it, as a result of:





     (1) any change in, or amendment to, the laws or treaties (or any regulations, or
rulings promulgated thereunder) of the relevant Tax Jurisdiction affecting taxation which
change or amendment has not been publicly announced as formally proposed before and which
becomes effective on or after the date of the Indenture (or, if the relevant Tax
Jurisdiction has changed since the date of the Indenture, the date on which the then current
Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture); or




     (2) any change in, or amendment to, the existing official position or the introduction
of an official position regarding the application, administration or interpretation of such
laws, treaties, regulations or rulings (including a holding, judgment or order by a court of
competent jurisdiction or a change in published practice), which change, amendment,
application or interpretation has not been publicly announced as formally proposed before
and becomes effective on or after the date of the Indenture (or, if the relevant Tax
Jurisdiction has changed since the date of the Indenture, the date on which the then current
Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture).



          (b) The Company will not give any notice of redemption under Section 3.08 of the Indenture
earlier than 90 days prior to the earliest date on which the Company would be obligated to make
such payment or withholding if a payment in respect of the Notes were then due. Notwithstanding the
foregoing, the Company may not redeem the Notes under Section 3.08 of the Indenture if the relevant
Tax Jurisdiction changes under the Indenture and the Company is obligated to pay any Additional
Amounts as a result of a change in, or an amendment to, the laws or treaties (or any regulations or
rulings promulgated thereunder), or any change in or amendment to, any official position regarding
the application, administration or interpretation of such laws, treaties, regulations or rules, of
the then current Tax Jurisdiction which, at the time such Tax Jurisdiction became the applicable
Tax Jurisdiction under the Indenture, was publicly announced as formally proposed. Prior to the
publication or, where relevant, mailing of any notice of redemption of the Notes pursuant to this
provision, the Company shall deliver to the Trustee an Opinion of Counsel, the choice of such
counsel to be subject to the prior written approval of the Trustee (such approval not to be
unreasonably withheld), to the effect that there has been such change or amendment. In addition,
before the Company publishes or mails notice of redemption of the Notes as described above, it
shall deliver to the Trustee an Officers’ Certificate to the effect that it cannot avoid its
obligation to pay Additional Amounts by taking reasonable measures available to it. The Trustee
shall accept such Officers’ Certificate and Opinion of Counsel as sufficient evidence of
satisfaction of the conditions precedent as described above, in which event it shall be conclusive
and binding on the Holders.




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For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any
other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November
2000 on the taxation of savings income or any law implementing, or complying with, or introduced in
order to conform to, such directive shall not be deemed to be a change or amendment for purposes of
Section 3.08 of the Indenture.




          (c) The Company may acquire Notes by means other than a redemption, whether pursuant to a
Company tender offer in compliance with applicable law, open market purchase or otherwise, so long
as the acquisition does not otherwise violate the terms of the Indenture.




          (10) Notice of Redemption. In the event that the Company chooses to redeem less than
all of the Notes, selection of the Notes for redemption will be made by the Trustee either: (i) in
compliance with the requirements of the principal national securities exchange, if any, on which
the Notes are listed, as certified to the Trustee by the Company; or (ii) if the Notes are not so
listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate (and in compliance with applicable legal requirements). No Notes of a principal amount
of €50,000 or less shall be redeemed in part. If a partial redemption is made with the proceeds
of a Equity Offering, the Trustee will select the Notes only on a pro rata basis or on as nearly a
pro rata basis as is practicable; provided, however, that no Notes shall be redeemed in part if the
resulting Note would have a minimum denomination that is less than €50,000. Notice of
redemption will be mailed by first-class mail at least 30 but not more than 60 days before the
redemption date to each Holder of Notes to be redeemed at its registered address. If any Note is
to be redeemed in part only, then the notice of redemption that relates to such Note must state the
portion of the principal amount thereof to be redeemed. A new Note in a principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation
of the original Note. On and after the redemption date, interest will cease to accrue on Notes or
portions thereof called for redemption as long as the Company has deposited with a Paying Agent
funds in satisfaction of the applicable redemption price



At least 30 days but not more than 60 days before a Redemption Date, the Company shall provide
notice thereof (so long as the Notes are Global Notes) to Euroclear and Clearstream. In addition,
if and so long as the Notes are listed on the Euro MTF market of the Luxembourg Stock Exchange and
the rules of such stock exchange shall so require, the Company shall publish a notice thereof on
the website of the Luxembourg Stock Exchange at www.bourse.le or in a newspaper having a general
circulation in Luxembourg and in addition, mail such notice by first-class mail to each Holder at
their respective addresses in the register of the Holders of such Notes, if any, maintained by the
Registrar (or otherwise shall deliver such notice in accordance with applicable Euroclear and
Clearstream procedures).




          (11) Change of Control. If a Change of Control occurs, each Holder of Notes will have
the right to require the Company to repurchase all or any part (in integral multiples of €1,000;
provided that Notes of €50,000 or less may only be redeemed in whole and not in part) of that
Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In
the Change of Control Offer, the Company will offer a Change of Control Payment in cash equal to
101% of the aggregate principal amount of Notes repurchased on the date of purchase plus accrued
and unpaid interest, including Special Interest and all Additional Amounts (if any) then due on the
Notes repurchased to the date of purchase, subject to the rights of holders of Notes on the
relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days
following any Change of Control, the Company will mail a notice to each Holder of Notes describing
the circumstances and/or facts that constitute the Change of Control and offering to repurchase
Notes on a date specified in the notice, which date will be no earlier than 30 days and no later
than 60 days from the date such notice is mailed, pursuant to the procedures required by the
Indenture and described in such notice. Holders electing to have a Note purchased pursuant to a
Change of Control Offer will be required to surrender the Note, with the form
entitled “Option of




A-12









 







Holder to Elect Purchase” on the reverse of the Note completed, to the
Paying Agent at the address specified in the notice prior to the close of business on the third
business day prior to the date payment is to be made.




          (12) Asset Sales. Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the second paragraph of Section 4.13 of the Indenture will
constitute “Excess Proceeds”. When the aggregate amount of Excess Proceeds exceeds $20.0 million
(taking into account income earned on such Excess Proceeds, if any), within 30 days thereof, the
Company will make a Prepayment Offer to all Holders of Notes and all holders of other Indebtedness
specified in clause (a) of the second paragraph of Section 4.13 to purchase the maximum principal
amount of Notes (and such other Indebtedness) that may be purchased out of the Excess Proceeds. The
offer price in any Prepayment Offer will be equal to 100% of the principal amount of the Notes plus
accrued and unpaid interest, including Special Interest and Additional Amounts then due (if any) to
the date of purchase and will be payable in cash (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment date), in accordance
with the procedures (including prorating in the event of oversubscription) set forth in the
Indenture. If any Excess Proceeds remain after consummation of a Prepayment Offer, the Company may
use those Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the
aggregate principal amount of Notes (and such other Indebtedness) tendered into such Prepayment
Offer exceeds the amount of Excess Proceeds, the Trustee will select the Notes (and such other
Indebtedness) to be purchased on a pro rata basis. Upon completion of each Prepayment Offer, the
amount of Excess Proceeds will be reset at zero.




          (13) Denominations; Form. The Global Notes are in registered global form, without
coupons, in denominations of €50,000 and integral multiples of €1,000 in excess thereof.




          (14) Persons Deemed Owners. The registered Holder of this Note shall be treated as
the owner of this Note for all purposes, subject to the terms of the Indenture.




          (15) Unclaimed Funds. If funds for the payment of principal, interest, premium,
Special Interest (if any) or Additional Amounts (if any) remain unclaimed for two years, the
Trustee and the Paying Agents will repay the funds to the Company at its written request. After
that, all liability of the Trustee and such Paying Agents with respect to such funds shall cease.




          (16) Legal Defeasance and Covenant Defeasance. The Company or the Guarantors may be
discharged from their obligations under the Indenture and the Notes except for certain provisions
thereof (“Legal Defeasance”), and may be discharged from their obligations to comply with certain
covenants contained in the Indenture (“Covenant Defeasance”), in each case upon satisfaction of
certain conditions specified in the Indenture.




          (17) Amendment; Supplement; Waiver. Subject to certain exceptions specified in the
Indenture, the Indenture or the Notes may be amended or supplemented with the written consent of
the Holders of at least a majority in principal amount of the Notes, including Additional Notes, if
any, then outstanding voting as a single class (including amounts obtained in connection with a
purchase of or tender offer or exchange offer for the Notes), and any existing Default or Event of
Default or compliance with any provision of the Indenture or the Notes may be waived with the
consent of the Holders of a majority in principal amount of the Notes, including Additional Notes,
if any, then outstanding (including amounts obtained in connection with a purchase of or tender
offer or exchange offer for the Notes).




          (18) Restrictive Covenants. The Indenture imposes certain covenants that, among other
things, limit the ability of the Company and its Subsidiaries to incur additional Indebtedness,
make

A-13









 








certain Restricted Payments, enter into certain transactions with Affiliates and consummate
certain mergers and consolidations or sales of all or substantially all of the assets of Hayes or
any Restricted Subsidiary. The limitations are subject to a number of important qualifications and
exceptions. The Company must annually report to the Trustee on compliance with such limitations.




          (19) Successors. When a successor assumes all the obligations of its predecessor
under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor
will be released from those obligations.




          (20) Defaults and Remedies. Each of the following constitutes an Event of Default
with respect to the Notes: (i) failure to make the payment of any interest, including Special
Interest, if any, on the Notes when the same becomes due and payable, and such failure continues
for a period of 30 days; (ii) failure to make the payment of any principal of, or premium, if any,
on, any of the Notes when the same becomes due and payable at its Stated Maturity, upon
acceleration, redemption, optional redemption, required repurchase or otherwise; (iii) failure to
comply with Section 5.01 of the Indenture; (iv) failure to comply with any other covenant or
agreement in this Note or in the Indenture (other than a failure that is the subject of the
foregoing clause (i), (ii) or (iii)), and such failure continues for 60 days after written notice
is given to the Company as provided below; (v) a default under any Debt in an aggregate amount in
excess of $25.0 million by Hayes or any Restricted Subsidiary that results in acceleration of the
maturity of such Debt, or failure to pay any such Debt at maturity (the “cross acceleration
provisions”); (vi) any judgment or judgments for the payment of money in an aggregate amount in
excess of $25.0 million (net of applicable insurance, if any, that is not subject to any
reservation of rights by the insurer) that shall be rendered against Hayes or any Restricted
Subsidiaries and that shall not be waived, satisfied or discharged for any period of 30 consecutive
days during which a stay of enforcement shall not be in effect (the “judgment default provisions”);
(vii) any Note Guarantee ceases to be in full force and effect (other than in accordance with the
terms of such Note Guarantee) or any Guarantor denies or disaffirms its obligations under its Note
Guarantee (the “guarantee provisions”); or (viii) certain events of bankruptcy, insolvency or
reorganization affecting the Company, the Guarantors or any of their Significant Subsidiaries.




          If any Event of Default (other the Events of Default arising from certain events of bankruptcy
or insolvency) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the then outstanding Notes may declare all the Notes to be due and payable.
Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency described in the Indenture, all outstanding Notes shall become due and
payable immediately without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority
in aggregate principal amount of the then outstanding Notes may direct the Trustee in its exercise
of any trust or power. The Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default or (i) in the payment of the principal of, premium, if any, or interest
on, the Notes and (ii) in respect of a covenant or provision which under the Indenture cannot be
modified or amended without the consent of the Holder of each Note affected by such modification or
amendment. The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware of any Default or
Event of Default, to deliver to the Trustee a statement specifying such Default or Event of
Default.




          (21) Trustee Dealings with Company. Subject to certain limitations, the Trustee under
the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company, its Subsidiaries or their respective Affiliates as if it
were not the Trustee.




A-14









 








          (22) No Recourse Against Others. No past, present or future director, officer,
employee, incorporator holder of a “silent participation”, stockholder or holder of any equity
interest of the Company shall have any liability for any obligations of the Company under the Notes
or this Indenture or for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.




          (23) Authentication. This Note shall not be valid until the Trustee or authenticating
agent signs the certificate of authentication on this Note.




          (24) Abbreviations and Defined Terms. Customary abbreviations may be used in the name
of a Holder of a Note or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants
by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in
common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).




          (25) Additional Rights of Holders of Restricted Global Notes and Restricted Definitive
Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of
Restricted Global Notes and Restricted Definitive Notes that are Initial Notes shall have all the
rights set forth in the Registration Rights Agreement, dated as of May 30, 2007, among the Company,
the Guarantors and the parties named on the signature pages thereto or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set
forth in one or more Registration Rights Agreements, if any, among the Company and the other
parties thereto, relating to rights given by the Company to the purchasers of such Additional
Notes.




          (26) ISINs and Common Codes. The Company will cause ISINs and Common Codes to be
printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to
the accuracy of such numbers as printed on the Notes or as contained in any notice of redemption or
notice of a Change of Control Offer and reliance may be placed only on the other identification
numbers printed hereon.




               Governing Law. THE INDENTURE AND THIS NOTE, AND THE RIGHTS AND DUTIES OF THE PARTIES
THEREUNDER AND HEREUNDER SHALL BE GOVERNED BY THE INTERNAL LAW OF THE STATE OF NEW YORK AND THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL BE USED TO CONSTRUE THE INDENTURE AND THIS NOTE WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.



A-15









 





EXHIBIT D




FORM OF NOTATION OF GUARANTEE




For value received, each Guarantor (which term includes any successor Person under the Indenture),
jointly and severally, hereby unconditionally guarantees, to the extent set forth in the Indenture
and subject to the provisions in the Indenture, dated as of May 30, 2007 (the “Indenture”), among
Hayes Lemmerz Finance LLC—Luxembourg S.C.A., as issuer (the “Company”), the Guarantors listed on
the signature pages thereto U.S. Bank National Association, as trustee (the “Trustee”) and Deutsche
Bank AG, London Branch, as London Paying Agent, (a) the due and punctual payment of the principal
of, premium, if any, and interest, if any, on the Notes, whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue principal and premium,
if any, and, to the extent permitted by law, interest, if any, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee under the Notes and the
Indenture, all in accordance with the terms of the Notes and the Indenture; and (b) in case of any
extension of time of payment or renewal of any Notes or any of such other obligations, that the
same shall be promptly paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at maturity, by acceleration pursuant to Section 6.02 of the
Indenture, redemption or otherwise.



No past, present or future shareholder, officer, director, employee or incorporator, as such, of
any of the Guarantors shall have any liability under the Guarantee by reason of such person’s
status as stockholder, officer, director, employee or incorporator. Each holder of a Note by
accepting a Note waives and releases all such liability. This waiver and release are part of the
consideration for the issuance of the Guarantees.



Each holder of a Note by accepting a Note agrees that any Guarantor named below shall have no
further liability with respect to its Guarantee if such Guarantor otherwise ceases to be liable in
respect of its Guarantee in accordance with the terms of the Indenture.



Capitalized terms used herein and not defined are used herein as so defined in the Indenture.



[Signature page follows]




D-1









 





	 	 	 	 	 
	 	[GUARANTORS]

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




D-2