EXHIBIT 4.4
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(Face of Note)
10 1/2% SENIOR NOTES DUE 2010
No.______ CUSIP ______________
US$______ ISIN: $_____________
HLI OPERATING COMPANY, INC.
promises to pay to CEDE & CO., INC. or its registered assigns, the principal sum
of _________________ Dollars ($______________) on June 15, 2010.
Interest Payment Dates: June 15 and December 15, commencing December 15, 2003.
Record Dates: June 1 and December 1.
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IN WITNESS WHEREOF, the Company has caused this Note to be signed by its duly
authorized officer.
HLI OPERATING COMPANY, INC.
By:
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Name:
Title:
This is one of the Global
Notes referred to in the
within-mentioned Indenture:
U.S. BANK NATIONAL ASSOCIATION
as Trustee
By:______________________________________
Authorized Signatory
Dated:
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(Back of Note)
10 1/2% SENIOR NOTES DUE 2010
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY
BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES
IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.
1. INTEREST. HLI Operating Company, Inc., a Delaware corporation (the
"Company"), promises to pay interest (as defined in the Indenture) on the
principal amount of this Note at 10 1/2% per annum until maturity and shall pay
Special Interest, if any, as provided in the Registration Rights Agreement
relating to these Notes (other than pursuant to section 4(a) or 4(b) of such
Registration Rights Agreement, which shall not apply to these Notes). The
Company shall pay interest semi-annually in arrears in cash on June 15 and
December 15 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes
shall accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from June 3, 2003; provided, however, that if there is
no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be December 15, 2003. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time at a rate that is 1%
per annum in excess of the interest rate then in effect under the Indenture and
this Note; it shall pay interest (including post-petition interest in any
proceeding under any
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Bankruptcy Law) on overdue installments of interest (without regard to any
applicable grace periods), from time to time at the same rate to the extent
lawful. Interest shall be computed on the basis of a 360-day year of twelve
30-day months.
2. METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons in whose name this Note (or one or
more Predecessor Notes) 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.
The Notes shall be payable as to principal, premium, if any, and interest 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 and premium, if any, on, all Global Notes
and all other Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.
3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company, any Guarantor or any of their Subsidiaries may act
in any such capacity.
4. INDENTURE. The Company issued the Notes under an Indenture, dated as
of June 3, 2003 ("Indenture"), among the Company, Guarantors and the Trustee.
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). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling.
5. OPTIONAL REDEMPTION.
(a) At any time prior to June 15, 2007, the Company may redeem all
or any portion of the Notes, at once or over time, upon required notice under
the Indenture at a redemption price equal to the greater of (i) 100% of the
principal amount of the Notes to be redeemed, and (ii) the sum of the present
values of (1) the redemption price of the Notes at June 15, 2007 (as set forth
below) and (2) the remaining scheduled payments of interest from the redemption
date through June 15, 2007, 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 Treasury Rate plus 75 basis points,
plus, in the case of either clause (i) or (ii), accrued and unpaid interest, if
any, 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).
(b) At any time and from time to time prior to June 15, 2006, the
Company 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
Public Equity Offerings at a redemption price equal to 110.50% of the principal
amount hereof, plus accrued and unpaid interest, including Special Interest, if
any, 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)
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remains outstanding. Any such redemption shall be made within 75 days of such
Public Equity Offering upon not less than 30 nor more than 60 days' prior
notice.
(c) At any time or after June 15, 2007, the Company may redeem all
or a part of the Notes upon notice in accordance with Section 3.03 of the
Indenture, at the redemption prices set forth below, plus accrued and unpaid
interest, including Special Interest, if any, to but excluding the redemption
date (subject to the rights 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 Percentage
2007............................................................. 105.250%
2008............................................................. 102.625%
2009 and thereafter.............................................. 100.000%
(d) Any prepayment pursuant to this paragraph shall be made
pursuant to the provisions of Sections 3.01 through 3.06 of the Indenture.
6. MANDATORY REDEMPTION. Except as set forth in Sections 4.13 and 4.18
of the Indenture, the Company shall not be required to make mandatory redemption
or sinking fund payments with respect to the Notes.
7. REPURCHASE AT OPTION OF HOLDER.
(a) Upon the occurrence of a Change of Control, the Company shall,
within 30 days of a change of control, make an offer, pursuant to Section 4.18
and the procedures set forth in Section 3.09 of the Indenture, to all Holders to
repurchase all or any portion (equal to $1,000 or an integral multiple of
$1,000) of such Holder's Notes at a purchase price, in cash, equal to 101% of
the aggregate principal amount of the Notes repurchased, plus accrued and unpaid
interest on the Notes repurchased to the Purchase Date.
(b) When the aggregate amount of Excess Proceeds from Asset Sales
consummated by Holdco or a Restricted Subsidiary exceeds $20 million (taking
into account income earned on such Excess Proceeds, if any), the Company shall
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), on a pro rata basis according to principal amount, at a purchase price
equal to 100% of the principal amount thereof, plus accrued and unpaid interest,
including Special Interest, 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 Section 4.13 and the
procedures (including prorating in the event of oversubscription) set forth in
Section 3.09 of the Indenture. 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 3.09 of the Indenture, Holdco or such
Restricted Subsidiary may use such remaining amount for any purpose permitted by
the Indenture, and the amount of Excess Proceeds will be reset to zero.
8. NOTICE OF REDEMPTION. Notices of redemption shall be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in
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integral multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest shall cease to accrue on
Notes or portions thereof called for redemption.
9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.
This Note shall represent the aggregate principal amount of outstanding Notes
from time to time endorsed hereon and the aggregate principal amount of Notes
represented hereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The
Registrar and the Trustee may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and the Company may require a
Holder to pay any taxes and fees required by law or permitted by the Indenture.
The Company need not exchange or register the transfer of any Note or portion of
a Note selected for redemption, except for the unredeemed portion of any Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Notes for a period of 15 days before a selection of Notes to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.
10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.
11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Company and the Trustee may amend or supplement the Indenture or the Notes
with the 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 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 of the Indenture, any 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 the 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 the Indenture or the Notes may be waived
with the 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 consents obtained in connection with a purchase of or
tender offer or exchange offer for the Notes). Without the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture or the
Notes to (i) cure any ambiguity, omission, defect or inconsistency; (ii) provide
for the assumption by a Surviving Person of the obligations of Holdco and the
Company under the Indenture; (iii) 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); (iv) add additional Guarantors with respect to the Notes or
release Guarantors from Note Guaranties as provided or permitted by the terms of
the Indenture; (v) secure the Notes, release all or any portion of any security
interest, add to the covenants of Holdco or the Company for the benefit of the
Holders or surrender any right or power conferred upon Holdco or the Company;
(vi) make any change that does not adversely affect the rights of any Holder;
(vii) comply with any requirement of the SEC in connection with the
qualification of the Indenture under the Trust Indenture Act; or (viii) provide
for the issuance of additional Notes in accordance with the Indenture.
12. 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
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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 (i), (ii) or
(iii)), and such failure continues for 30 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 $20.0 million by Holdco 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 $20.0
million (net of applicable insurance, if any, that is not subject to any
reservation of rights by the insurer) that shall be rendered against Holdco 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 Guaranty ceases to be in full force and effect (other than in
accordance with the terms of such Note Guaranty) or any Guarantor denies or
disaffirms its obligations under its Note Guaranty (the "guaranty provisions");
(viii) any security interest shall, at any time, cease to be in full force and
effect for any reason other than the satisfaction in full of all obligations
under the Indenture and discharge of the Indenture or the release thereof in
accordance with its terms, or any security interest created thereunder shall be
declared invalid or unenforceable or the Company or any Guarantor shall assert,
in any pleading in any court of competent jurisdiction, that any such security
interest is invalid or unenforceable (the "security default provisions"); or
(ix) certain events of bankruptcy, insolvency or reorganization affecting the
Company, the Guarantors or any of their Significant Subsidiaries.
If any Event of Default (other than 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.
13. TRUSTEE DEALINGS WITH COMPANY. Subject to certain limitations, the
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Company or any Affiliate of the Company
with the same rights it would have if it were not Trustee.
14. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or stockholder of the Company or of any
Guarantor, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Indenture, the Notes, 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.
15. AUTHENTICATION. This Note shall not be valid until authenticated by
the manual signature of the Trustee or an authenticating agent.
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16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder 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).
17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and has directed the Trustee to use
CUSIP numbers in notices of redemption or notices of Offers to Purchase as a
convenience to Holders. No representation is made as to the correctness of such
numbers either as printed on the Notes or as contained in any notice of
redemption or notice of an Offer to Purchase and reliance may be placed only on
the other identification numbers printed thereon and any such redemption or
Offer to Purchase shall not be affected by any defect in or omission of such
numbers.
18. COPY OF INDENTURE. The Company shall furnish to any Holder upon
written request and without charge a copy of the Indenture. Requests may be made
to: Hayes Lemmerz International, Inc. 15300 Centennial Drive, Northville,
Michigan 48167, Attention: Corporate Counsel.
19. GOVERNING LAW. The internal law of the State of New York shall
govern and be used to construe this Note without giving effect to applicable
principals of conflicts of law to the extent that the application of the laws of
another jurisdiction would be required thereby.
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Option of Holder to Elect Purchase
If you want to elect to have this Note purchased by the Company pursuant to
Section 4.13 or 4.18 of the Indenture, check the box below:
[ ] Section 4.13
[ ] Section 4.18
If you want to elect to have only part of this Note purchased by the Company
pursuant to Section 4.13 or Section 4.18 of the Indenture, state the amount you
elect to have purchased: $_____________________
Date:_______________________________ Your Signature:_______________________
(Sign exactly as your name appears on
the face of this Note)
Tax Identification No.:
______________________________________
SIGNATURE GUARANTEE:
______________________________________
Signatures must be guaranteed by an
"eligible guarantor institution"
meeting the requirements of the
Registrar, which requirements include
membership or participation in the
Security Transfer Agent Medallion
Program ("STAMP") or such other
"signature guarantee program" as may
be determined by the Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.
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ASSIGNMENT FORM
To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to
________________________________________________________________________________
(Insert assignee's social security or other tax I.D. no.)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Print or type assignee's name, address and zip code)
and irrevocably appoint ______________________________________ as agent to
transfer this Note on the books of the Company. The agent may substitute another
to act for him.
________________________________________________________________________________
Date: ______________
Your Signature:_______________________
(Sign exactly as your name appears on
the face of this Note)
Signature Guarantee: _________________
Signatures must be guaranteed by an
"eligible guarantor institution"
meeting the requirements of the
Registrar, which requirements include
membership or participation in the
Security Transfer Agent Medallion
Program ("STAMP") or such other
"signature guarantee program" as may
be determined by the Registrar in
addition to, or in substitution for,
STAMP, all in accordance with the
Securities Exchange Act of 1934, as
amended.
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SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE
The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:
Principal Amount
Amount of of this Global Note Signature of
decrease in Amount of increase following such authorized signatory
Principal Amount in Principal Amount decrease (or of Trustee or
Date of Exchange of this Global Note of this Global Note increase) Note Custodian
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