exv10w20



 








Exhibit 10.20




FIRST AMENDMENT




     THIS FIRST AMENDMENT (this “Amendment”), is dated August 31, 2006, and relates to that
certain (a) Receivables Financing Agreement, dated as of May 30, 2006 (as amended, restated,
supplemented or otherwise modified from time to time, the “Financing Agreement”), among
Hayes Funding II, Inc., a Delaware corporation (“Hayes II”), the financial institutions
from time to time party thereto (each a “Lender” and collectively, the “Lenders”),
Citicorp USA, Inc., a Delaware corporation (“CUSA”), as program agent (the “Program
Agent”) for the Lenders and HLI Operating Company, Inc. as “Servicer” (“HLIOC”), (b)
Secondary Purchase Agreement, dated as of May 30, 2006 (as amended, restated, supplemented or
otherwise modified from time to time, the “Secondary Purchase Agreement”), among Hayes II
and Hayes Funding I, LLC (“Hayes I”), and (c) Originator Purchase Agreement, dated as of
May 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the
“Originator Purchase Agreement”), among the persons listed on Schedule 1 thereto as
“Originators” and Hayes I, and is hereby made by Hayes I, Hayes II, the Program Agent, the Required
Lenders, on behalf of the Lenders, and the Originators (as defined immediately prior to giving
effect to this Amendment). Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Financing Agreement, or if not defined therein, in the Originator
Purchase Agreement, or if not defined therein, in the Secondary Purchase Agreement, in each case,
as modified hereby.



W I T N E S S E T H:




     WHEREAS, HLIOC has advised Hayes I, Hayes II and the Program Agent that HLIOC has agreed to
sell all of the issued and outstanding shares of capital stock of Hayes Lemmerz International –
Southfield, Inc. (“Southfield”) pursuant to that certain Stock Purchase Agreement, dated August 31,
2006, among Minor Investments, LLC, a Michigan limited liability company, TRA Investments, LLC, a
Michigan limited liability company, AWB Investments, LLC, a Michigan limited liability company, and
Whitebox Hedged High Yield/Cadillac Casting Acquisition, Ltd., a British Virgin Islands company,
Southfield and HLIOC (the transactions relating thereto, the “Sale Transaction”);



     WHEREAS, Southfield has requested that, in connection with the consummation of the Sale
Transaction, that the Program Agent, the Required Lenders, on behalf of the Lenders, Hayes II and
Hayes I consent to the removal of Southfield as an Originator pursuant to Section 2.09 of the
Originator Purchase Agreement and the definition of “Originator” in the Financing Agreement (the
“Southfield Removal”);



     In connection with the Southfield Removal and Sale Transaction, Southfield and Hayes I
have requested that, following the consummation of the Sale Transaction, Hayes II reconvey, and
release all security interests in, all Receivable Assets sold, or purported to be sold, by
Southfield to Hayes I and subsequently by Hayes I to Hayes II (the “Southfield Receivable
Assets”; such transaction, the “Reconveyance”), and Hayes II has requested that Program
Agent and the Required Lenders, on behalf of the Lenders, release all security interests in the
Southfield Receivable Assets.



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     WHEREAS, the Program Agent, the Required Lenders, on behalf of the Lenders, Hayes I, Hayes II,
and the Originators are willing to grant the requested consent on the terms and conditions set
forth herein;



     NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree as
follows:



     1. Consent, Amendments and Reconveyance As of Effective Date. As of the “Effective
Date” (as defined in Section 3 below):




     (a) The Program Agent, the Required Lenders, on behalf of the Lenders, Hayes I, Hayes
II and the Originators hereby consent to the Southfield Removal following the consummation
of the Sale Transaction.




     (b) Each of Schedule 1 and Exhibit C to the Originator Purchase Agreement shall be
amended and restated by such schedules and exhibits attached as Exhibit A hereto to
reflect the Southfield Removal.




     (c) Schedule 1.01-4 of the Financing Agreement shall be amended by deleting “Hayes
Lemmerz International – Southfield, Inc.” under the reference to “Originators” thereon.




     (d) Each Weekly Report delivered by HLIOC under the Financing Agreement shall detail
the collections received by Hayes II, HLIOC, or Hayes I from Southfield Receivable Assets
during the related calendar week and shall report as to the timing of segregation and
disbursement of such collections; it being agreed and understood that pursuant to the
definition of “Weekly Report”, such report is to include additional information requested by
Program Agent from time to time, and that pursuant to this Amendment such additional
information is hereby requested.




     (e) On each Payment Date, HLIOC shall provide a written report to Program Agent (i)
certifying that no collections from Southfield Receivable Assets have been deposited in the
Facility Account and (ii) detailing any collections received from Southfield Receivable
Assets since the date last reported to the Program Agent and reporting as to the timing of
segregation and disbursement of such collections; it being agreed and understood that
pursuant to Section 6.02(g)(iv) of the Financing Agreement, Program Agent has the right to
so request such information.




     (f) HLIOC agrees that it will, on the Effective Date, cause Southfield to send written
notice to each Obligor of Southfield Receivable Assets to remit payment to a deposit account
other than a Deposit Account (and a lockbox other than a Lockbox) and a Person other than
HLIOC, Hayes II, and Hayes I. Should notwithstanding such instructions any collections from
Southfield Receivable Assets be remitted to HLIOC, Hayes II, Hayes I, any Deposit Account or
any Lockbox, HLIOC shall promptly (and in any event within one Business Day) segregate such
collections from the Collections and disburse such collections from such Deposit Account or
Lockbox or otherwise remit such collections so received to the acquirer of Southfield.



First Amendment




 









 










     (g) The Program Agent, on behalf of the Lenders, hereby releases all security interests
with respect to, and Hayes II hereby accepts and receives, all of the Program Agent’s right,
title and interest in and to the Collateral arising out of, or relating to, Receivables
originated by Southfield (the “Reconveyed Property”). As a condition to the
foregoing conveyance of the Reconveyed Property, (a) Hayes II shall have delivered to the
Program Agent on the Effective Date a Daily Report giving pro forma effect to such
conveyance, and (b) Hayes II shall have paid to the Program Agent, in immediately available
funds, an amount equal to the amount, if any, by which the Facility Principal is greater
than the Borrowing Base, in each case as determined after giving effect to such
reconveyance, which amount shall have been paid in consideration for such transfers and
assignments. On or after the Effective Date, the Program Agent agrees to record and file
termination statements with respect to financing statements filed against Southfield to
reflect the foregoing reconveyance.



     2. Representations and Warranties. (a) As of the Effective Date, Originators (as
defined prior to the Effective Date), hereby represent and warrant to Hayes I, (b) as of the
Effective Date, Originators (as defined as of the Effective Date), hereby represent and warrant to
Hayes I, and (c) as of the Effective Date, Hayes I hereby represents and warrants to Hayes II, and
Hayes II and HLIOC each represent and warrant to Program Agent (for the benefit of itself and the
Lenders) that (i) all of the representations and warranties of such Person in the Transaction
Documents are true and correct in all respects on and as of such date as though made to each such
Person on and as of such date (other than representations and warranties which expressly speak as
of a different date, which representations shall be made only on such date), (ii) each of the
recitals accurately describes the transactions described therein in all respects, and (iii) as of
such date, no Event of Termination, Incipient Event of Termination, or Servicer Default has
occurred and is continuing.



     3. Effective Date. The “Effective Date” shall occur upon the satisfaction of
the following conditions precedent:




     (a) The Program Agent shall have received counterparts hereof executed by each Person
for which a signature block is attached hereto.




     (b) Each of the representations and warranties contained in this Amendment which speaks
as of the Effective Date shall be true and correct in all respects on and as of the
Effective Date.




     (c) The Program Agent, Southfield and CNAI, in its capacity as administrative agent
under the Credit Agreement, shall have executed and delivered signature pages to an
agreement removing Southfield as a party to the Intercreditor Agreement, which agreement
shall be in form and substance satisfactory to the Program Agent.




     (d) The Program Agent shall have received an executed reconveyance agreement among
Hayes I, Hayes II, HLIOC and Southfield which shall be in form and substance satisfactory to
the Program Agent.



First Amendment





 









 









     (e) The Sale Transaction shall have been consummated.



     4. Reference to and Effect on the Loan Documents.




     (a) As applicable, on and after the Effective Date, each reference in the Financing
Agreement and Originator Purchase Agreement to “this Agreement”, “hereunder”, “hereof” or
words of like import, and each reference in the other Transaction Documents to the Financing
Agreement and Originator Purchase Agreement, shall mean and be a reference to the Financing
Agreement and Originator Purchase Agreement as modified hereby.




     (b) Except as specifically amended or consented to above, all of the terms of the
Financing Agreement, Originator Purchase Agreement and all other Transaction Documents
remain unchanged and in full force and effect.




     (c) The execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of any Lender or of Program Agent, Hayes I or Hayes II
under any of the Transaction Documents, nor constitute an amendment, other than as set forth
herein, or waiver of any provision of any of the Transaction Documents, nor obligate any
Lender or Program Agent, Hayes I or Hayes II to agree to similar consents in the future.




     (d) This Amendment shall constitute a Transaction Document and any failure to comply
with Section 1(g) hereof shall constitute an Event of Termination under the
Financing Agreement notwithstanding any grace period set forth in Section 7.01(d) of the
Financing Agreement.



     5. Costs and Expenses. Hayes II agrees to pay upon demand in accordance with the
terms of Section 10.04(a)(viii) of the Financing Agreement all reasonable costs and expenses of the
Program Agent in connection with the preparation, reproduction, negotiation, execution and delivery
of this Amendment, including, without limitation, the reasonable fees, expenses and disbursements
of Sidley Austin LLP, counsel for the Program Agent with respect to any of the foregoing.



     6. Miscellaneous. The headings herein are for convenience of reference only and shall
not alter or otherwise affect the meaning hereof.



     7. Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of which when so executed and delivered
by facsimile shall be an original, but all of which shall together constitute one and the same
instrument.



     8. GOVERNING LAW. THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.



* * *




First Amendment




 









 










     IN WITNESS WHEREOF, Hayes I, Hayes II, HLIOC, the Program Agent, the Required Lenders, on
behalf of the Lenders, Southfield and the Originators have caused this Amendment to be executed by
their respective officers thereunto duly authorized as of the date first above written.



	 	 	 	 	 	 	 
	 	 	HAYES FUNDING II, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Gary Findling	 	 
	 

	 	 	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	HAYES FUNDING I, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Gary Findling	 	 
	 

	 	 	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	HLI OPERATING COMPANY, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Gary Findling	 	 
	 

	 	 	 	Treasurer	 	 






Signature Page to First Amendment





 









 







	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC.,	 	 
	 	 	as Program Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Keith R. Gerding	 	 
	 

	 	 	 	Vice President	 	 







Signature Page to First Amendment






 









 







	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC.,	 	 
	 	 	as Required Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Keith R. Gerding]	 	 
	 

	 	 	 	[Vice President]	 	 






Signature Page to First Amendment






 









 







	 	 	 	 	 	 	 
	 	 	[_____________],	 	 
	 	 	as Required Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	[Name]	 	 
	 

	 	 	 	[Title]	 	 







Signature Page to First Amendment





 









 








ORIGINATORS:


HAYES LEMMERZ INTERNATIONAL – SEDALIA, INC.



HAYES LEMMERZ INTERNATIONAL – GEORGIA, INC.



HAYES LEMMERZ INTERNATIONAL IMPORT, INC.



HAYES LEMMERZ INTERNATIONAL – COMMERCIAL HIGHWAY, INC.



HAYES LEMMERZ INTERNATIONAL – WABASH, INC.



HAYES LEMMERZ INTERNATIONAL – LAREDO, INC.



HAYES LEMMERZ INTERNATIONAL – HOMER, INC.



HAYES LEMMERZ INTERNATIONAL – BRISTOL, INC.



HAYES LEMMERZ INTERNATIONAL – MONTAGUE, INC.



HAYES LEMMERZ INTERNATIONAL – TECHNICAL CENTER, INC.




	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Gary Findling	 	 
	 

	 	 	 	Treasurer
	 	 







Signature Page to First Amendment





 









 






REMOVED ORIGINATOR:




	 	 	 	 	 	 	 
	 	 	HAYES LEMMERZ INTERNATIONAL –	 	 
	 	 	SOUTHFIELD, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	 	 	 
	 
	 	 	 	 	 
	 
	 	 	 	Gary Findling	 	 
	 
	 	 	 	Treasurer	 	 








Signature Page to First Amendment





 









 








Exhibit A




Amended and Restated Schedule 1 and Exhibit C to Originator Purchase Agreement




Schedule 1




List of Originators





Originators




Hayes Lemmerz International – Sedalia, Inc.




Hayes Lemmerz International – Commercial Highway, Inc.




Hayes Lemmerz International – Georgia, Inc.




Hayes Lemmerz International Import, Inc.




Hayes Lemmerz International – Wabash, Inc.




Hayes Lemmerz International – Laredo, Inc.




Hayes Lemmerz International – Homer, Inc.




Hayes Lemmerz International – Bristol, Inc.




Hayes Lemmerz International – Montague, Inc.




Hayes Lemmerz International – Technical Center, Inc.






First Amendment





 









 











EXHIBIT C




Location of Records, Chief Executive Offices and Addresses




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Sole 
	 	 	 	 	Chief 	 	Principal 	 	Federal 	 	 	 	Jurisdiction 
	 	 	Location of 	 	Executive 	 	Place of 	 	Employer	 	Form of 	 	of 
	Originator	 	Records	 	Office	 	Business	 	ID#	 	Organization	 	Organization
	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	3610 W. Main St.	 	77-0597670	 	Corporation	 	Delaware
	International –
	 	Dr.	 	Dr.	 	Sedalia, MO	 	 	 	 	 	 
	Sedalia, Inc.
	 	Northville, MI	 	Northville, MI	 	65301	 	 	 	 	 	 
	 
	 	48168	 	48168	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	1215 Palmour	 	58-2046122	 	Corporation	 	Delaware
	International –
	 	Dr.	 	Dr.	 	Drive	 	 	 	 	 	 
	Georgia, Inc.
	 	Northville, MI	 	Northville, MI	 	Gainesville, GA	 	 	 	 	 	 
	 
	 	48168	 	48168	 	30501	 	 	 	 	 	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	15300 Centennial	 	38-3311655	 	Corporation	 	Delaware
	International
	 	Dr.	 	Dr.	 	Dr.	 	 	 	 	 	 
	Import,
	 	Northville, MI	 	Northville, MI	 	Northville, MI	 	 	 	 	 	 
	Inc.
	 	48168	 	48168	 	48168	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	3837 W. Mill St.	 	38-2170301	 	Corporation	 	Indiana
	International –
	 	Dr.	 	Dr.	 	Ext.	 	 	 	 	 	 
	Wabash, Inc.
	 	Northville, MI	 	Northville, MI	 	Wabash, IN	 	 	 	 	 	 
	 
	 	48168	 	48168	 	46992	 	 	 	 	 	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	P.O. Box 2159	 	74-2418656	 	Corporation	 	Texas
	International –
	 	Dr.	 	Dr.	 	Laredo, TX	 	 	 	 	 	 
	Laredo, Inc.
	 	Northville, MI	 	Northville, MI	 	78044	 	 	 	 	 	 
	 
	 	48168	 	48168	 	 	 	 	 	 	 	 








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	 	 	 	 	 	 	 	 	 	 	 	 	Sole 
	 	 	 	 	Chief 	 	Principal 	 	Federal 	 	 	 	Jurisdiction 
	 	 	Location of 	 	Executive 	 	Place of 	 	Employer	 	Form of 	 	of 
	Originator	 	Records	 	Office	 	Business	 	ID#	 	Organization	 	Organization
	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	29991 M60 East	 	38-3086380	 	Corporation	 	Delaware
	International –
	 	Dr.	 	Dr.	 	Homer, MI 49245	 	 	 	 	 	 
	Homer, Inc.
	 	Northville, MI	 	Northville, MI	 	 	 	 	 	 	 	 
	 
	 	48168	 	48168	 	 	 	 	 	 	 	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	51650 County	 	38-2265409	 	Corporation	 	Michigan
	International –
	 	Dr.	 	Dr.	 	Rd. 133	 	 	 	 	 	 
	Bristol, Inc.
	 	Northville, MI	 	Northville, MI	 	Bristol, IN 46507	 	 	 	 	 	 
	 
	 	48168	 	48168	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	5353 Wilcox	 	38-1854771	 	Corporation	 	Michigan
	International –
	 	Dr.	 	Dr.	 	Ave.	 	 	 	 	 	 
	Montague, Inc.
	 	Northville, MI	 	Northville, MI	 	Montague, MI	 	 	 	 	 	 
	 
	 	48168	 	48168	 	49437	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	1600 W. 8 Mile	 	38-2257519	 	Corporation	 	Michigan
	International –
	 	Dr.	 	Dr.	 	Rd.	 	 	 	 	 	 
	Technical Center,
	 	Northville, MI	 	Northville, MI	 	Ferndale, MI	 	 	 	 	 	 
	Inc.
	 	48168	 	48168	 	48220	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hayes Lemmerz
	 	15300 Centennial	 	15300 Centennial	 	428 Seiberling St.	 	77-0597674	 	Corporation	 	Delaware
	International –
	 	Dr.	 	Dr.	 	Akron, OH	 	 	 	 	 	 
	Commercial
	 	Northville, MI	 	Northville, MI	 	44306-3282	 	 	 	 	 	 
	Highway, Inc,
	 	48168	 	48168	 	 	 	 	 	 	 	 









First Amendment