EXHIBIT 10.26
[EXECUTION COPY]
AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT
This AMENDMENT NO. 1 AND WAIVER dated as of October 16, 2003 (this
"Amendment"), among HLI OPERATING COMPANY, INC., a Delaware corporation (the
"Borrower"), HAYES LEMMERZ INTERNATIONAL, INC., a Delaware corporation (the
"Holdings"), and CITICORP NORTH AMERICA, INC. ("CNAI"), as Administrative Agent
(as defined below) on behalf of each Lender executing a Lender Consent (as
defined below) amends certain provisions of the Credit Agreement, dated as of
June 3, 2003 (as the same may be amended, restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among the Borrower,
Holdings, the Lenders and Issuers (in each case as defined therein) party
thereto, CNAI, as administrative agent for the Lenders and the Issuers (in such
capacity, and as agent for the Secured Parties under the other Loan Documents,
the "Administrative Agent"), LEHMAN COMMERCIAL PAPER INC., as Syndication Agent
for the Lenders and the Issuers, and GENERAL ELECTRIC CAPITAL CORPORATION, as
Documentation Agent for the lenders and issuers, CITIGROUP GLOBAL MARKETS INC.
and LEHMAN BROTHERS INC., as Joint Book-Running Lead Managers and Joint Lead
Arrangers.
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lenders agree to amend
certain provisions of the Credit Agreement;
WHEREAS, the Borrowers and the Administrative Agent wish to enter into
this Amendment for the purpose of giving effect to such modifications in each
case as more particularly set forth herein;
WHEREAS, pursuant to Section 11.1(a) of the Credit Agreement, the
consent of the Requisite Lenders is required to effect the amendments set forth
herein; provided that the amendments set forth in Section 2.1 (Applicable
Margin) below shall also require the consent of each Lender in respect of which
the rate of interest on any Loan outstanding to such Lender is being reduced by
the terms of this Agreement (in each case, such Lenders, the "Affected
Lenders").
NOW, THEREFORE, in consideration of the above premises, the Borrowers
and the Administrative Agent, at the direction of the Lenders constituting the
Requisite Lenders, and, in the case of Section 2.1 (Applicable Margin), below,
the Affected Lenders, agree as follows:
ARTICLE I
DEFINITIONS
Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to such terms in the Credit Agreement.
ARTICLE II
AMENDMENT TO ARTICLE I
(DEFINITIONS)
Section 2.1 APPLICABLE MARGIN. The definition of "Applicable Margin" shall
be amended and restated in its entirety as set forth below:
"Applicable Margin" means (a) with respect to Term Loans
maintained as (i) Base Rate Loans, a rate equal to 2.75% per
annum and (ii) Eurocurrency Rate Loans, a rate equal to 3.75%
per annum and (b) (i) during the period commencing on the
Closing Date and ending on five Business Days after the
receipt by the Administrative Agent of the Financial
Statements for the second full Fiscal Quarter ending after the
Closing Date required to be delivered pursuant to Section
6.1(b) or (c) (Financial Statements), as applicable, with
respect to Revolving Loans, maintained as (A) Base Rate Loans,
a rate equal to 2.50% per annum and (B) Eurocurrency Rate
Loans, a rate equal to 3.50% per annum and, (ii) thereafter
with respect to Revolving Loans, a per annum rate equal to the
rate set forth below opposite the applicable Leverage Ratio
(determined on the last day of the most recent Fiscal Quarter
for which Financial Statements have been delivered pursuant to
Section 6.1(b) or (c) (Financial Statements) set forth below:
- ---------------------------------------------- ---------------- ---------------
Leverage Ratio Base Rate Loans Eurocurrency
Rate Loans
- ---------------------------------------------- ---------------- ---------------
Greater than or equal to 3.25 to 1 2.75% 3.75%
- ---------------------------------------------- ---------------- ---------------
Less than 3.25 to 1 and equal to or greater 2.50% 3.50%
than
2.75 to 1
- ---------------------------------------------- ---------------- ---------------
Less than 2.75 to 1 and equal to or greater 2.25% 3.25%
than
2.25 to 1
- ---------------------------------------------- ---------------- ---------------
Less than 2.25 to 1 and equal to or greater 2.00% 3.00%
than
1.75 to 1
- ---------------------------------------------- ---------------- ---------------
Less than 1.75 to 1 1.75% 2.75%
- ---------------------------------------------- ---------------- ---------------
Changes in the Applicable Margin resulting from a change in
the Leverage Ratio or the last day of any subsequent Fiscal
Quarter shall become effective five Business Days after
delivery by the Borrower to the Administrative Agent of new
Financial Statements pursuant to Section 6.1(b) or (c)
(Financial Statements), as applicable. Notwithstanding
anything to the contrary set forth in this Agreement
(including the then effective Leverage Ratio), if the Borrower
shall fail to deliver such Financial Statements within any of
the time periods specified in Section 6.1(b) or (c) (Financial
Statements), the Applicable Margin from and including the
first day after the date on which such Financial Statements
were required to be delivered pursuant to Section 6.1(b) or
(c) (Financial Statements), as the case may be, to but not
including the date the Borrower delivers to the Administrative
Agent such Financial Statements shall
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conclusively equal the highest possible Applicable Margin
provided for in this definition.
Section 2.2 NEW DEFINITIONS. The following definitions shall be
inserted in the correct alphabetical order in Section 1.1:
"Amendment No. 1" means Amendment No. 1 to the
Agreement dated as of October 16, 2003 among the Borrowers,
Holdings and the Administrative Agent on behalf of each Lender
that delivered to the Administrative Agent an executed
Acknowledgment and Consent in the form attached as Exhibit B
to Amendment No. 1.
"Amendment No. 1 Effective Date" means October 20,
2003.
ARTICLE III
AMENDMENT TO ARTICLE II
(THE FACILITIES)
Section 3.1 LETTERS OF CREDIT. Section 2.5(c) (Letters of Credit) shall
be amended by deleting the words "five Letters of Credit" therefrom and
inserting the words "ten Letters of Credit" in their place.
Section 3.2 OPTIONAL PREPAYMENTS. Section 2.9(b) (Optional Prepayments)
shall be amended and restated in its entirety as follows:
(b) Term Loans. The Borrower may, upon at least three
Business Days' prior notice to the Administrative Agent
stating the proposed date and aggregate principal amount of
the prepayment, prepay the outstanding principal amount of the
Term Loans, in whole or in part, together with accrued
interest to the date of such prepayment on the principal
amount prepaid; provided, however, that if any prepayment of
any Eurocurrency Rate Loan is made by the Borrower other than
on the last day of an Interest Period for such Loan, the
Borrower shall also pay any amounts owing pursuant to Section
2.15(e) (Breakage Costs); provided, further, that each partial
prepayment shall be in an aggregate amount not less than
$5,000,000 or integral multiples of $1,000,000 in excess
thereof and that any such partial prepayment shall be applied
to the remaining installments of such outstanding principal
amount of the Term Loans in the inverse order of their
maturities; and, provided, further, that no prepayment of the
Term Loans shall be made hereunder prior to the first
anniversary of the Amendment No. 1 Effective Date (except from
the Net Cash Proceeds of an Equity Issuance and from Excess
Cash Flow, in each case, that is not required to be applied to
the Loans pursuant to clause (a) or (b) of Section 2.10
(Mandatory Prepayments)), unless the Borrower shall pay 101%
of the principal amount repaid. Upon the giving of such notice
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of prepayment, the principal amount of the Term Loans
specified to be prepaid, and premium thereon (if any), shall
become due and payable on the date specified for such
prepayment.
Section 3.3 MANDATORY PREPAYMENTS. Section 2.10(a) (Mandatory
Prepayments) shall be amended and restated in its entirety as follows:
(a) Upon receipt by Holdings, the Parent, the
Borrower or any of its Subsidiaries of Net Cash Proceeds
arising (i) from an Asset Sale, Property Loss Event or Debt
Issuance, the Borrower shall immediately prepay the Loans (or
provide cash collateral in respect of Letters of Credit) in an
amount equal to 100% of such Net Cash Proceeds, and (ii) from
an Equity Issuance, the Borrower shall immediately prepay the
Loans in an amount equal to 75% of such Net Cash Proceeds
(less the amount of any Net Cash Proceeds applied in
accordance with the immediately following proviso); provided,
however, that the first $25,000,000 of Net Cash Proceeds of an
Equity Issuance may be applied to the repayment, redemption or
repurchase of Senior Notes. Anything herein to the contrary
notwithstanding, prior to the first anniversary of the
Amendment No. 1 Effective Date, in making any prepayment
hereunder from Net Cash Proceeds of a Debt Issuance the
Borrower shall pay 101% of the principal amount repaid. Any
such mandatory prepayment shall be applied in accordance with
clause (c) below.
Section 3.4 FEES. Section 2.13 (Fees) shall be amended by inserting a
new paragraph (e) at the end thereof as follows:
(e) Repricing Fee. In the event that the interest
rate of the Term Loan is reduced prior to the first
anniversary of the Amendment No. 1 Effective Date, the
Borrower shall pay to the Term Loan Lenders holding Term Loans
at the time of the effectiveness of such reduction an amount
equal to 1.00% of the principal amount of Term Loans then
outstanding in accordance with each Term Loan Lender's Ratable
Portion of the Term Loan Facility.
ARTICLE IV
AMENDMENT TO ARTICLE VIII
(NEGATIVE COVENANTS)
Section 4.1 INDEBTEDNESS.
(a) Subsection 8.1(e) shall be amended and restated in its
entirety as set forth below:
(e) Renewals, extensions, refinancings and refundings
of Indebtedness permitted by clause (d) above, this clause (e)
or clause (l) below; provided, however, that any such
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renewal, extension, refinancing or refunding is in an
aggregate principal amount not greater than the principal
amount of, and is on terms (subject to market rates) no less
favorable to the Borrower, such Subsidiary, the Administrative
Agent, the Lenders or the Issuers, including as to weighted
average maturity, than the Indebtedness being renewed,
extended, refinanced or refunded;
Section 4.2 INVESTMENTS.
(a) Subsection 8.3(f)(v) shall be amended by deleting the
figure "$30,000,000" therefrom and inserting in its place the figure
"$40,000,000."
(b) Subsection 8.3(m) shall be amended by deleting the figure
"euro 12,000,000" therefrom and inserting in its place the figure "$15,000,000."
Section 4.3 SALE OF ASSETS.
(a) Subsection 8.4(j) shall be amended by deleting the figure
"$15,000,000" therefrom and inserting in its place the figure "$25,000,000."
Section 4.4 PREPAYMENT AND CANCELLATION OF INDEBTEDNESS. Section 8.6(b)
shall be amended and restated in its entirety as set forth below:
(b) Neither Holdings nor the Borrower shall, nor shall they
permit any of their respective Subsidiaries to, (a) prepay,
redeem, purchase, defease or otherwise satisfy prior to the
scheduled maturity thereof in any manner, or make any payment
in violation of any subordination terms of, any Indebtedness;
provided, however, that the Borrower and its Subsidiaries may
(i) prepay the Obligations in accordance with the terms of
this Agreement, (ii) make regularly scheduled or otherwise
required repayments or redemptions of Indebtedness permitted
pursuant to Section 8.1(b), (iii) prepay any Indebtedness
payable to the Borrower by any of its Subsidiaries, (iv)
prepay any Intercompany Obligations, (v) renew, extend,
refinance and refund Indebtedness, so long as such renewal,
extension, refinancing or refunding is permitted under Section
8.1(e) (Indebtedness), (vi) make payments in connection with
the termination of Hedging Contracts in the ordinary course of
business, (vii) prepay Indebtedness secured by an asset upon
its sale in compliance with Section 8.4 (Sale of Assets),
(viii) prepay Indebtedness of Foreign Subsidiaries and (ix)
prepay, redeem or purchase up to $25,000,000 of the Senior
Notes from the Net Cash Proceeds of an Equity Issuance as
described in the proviso to clause (a) of Section 2.10
(Mandatory Repayments).
Section 4.5 AMENDMENTS, WAIVERS, ETC. Clause (v) of Section 11.1(a)
(Amendments, Waivers, Etc.) is hereby amended and restated in its entirety as
follows:
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(v) reduce the rate of interest on any Loan or Reimbursement
Obligation outstanding to such lender or any fee or premium
payable to such Lender;
Section 4.6 AMENDMENTS, WAIVERS, ETC. Section 11.1(c) (Amendments,
Waivers, Etc.) shall be amended by inserting at the end thereof the following
sentence:
Anything herein to the contrary notwithstanding, the purchase
price payable pursuant to this Section 11.1(c) for the
Commitments, Term Loans and Revolving Credit Outstandings of a
Non-Consenting Lender shall be increased by 1.00% of the
principal balance of the Term Loans held by such
Non-Consenting Lender, in the case of any Proposed Change that
(i) becomes effective prior to the first anniversary of the
Amendment No. 1 Effective Date and (ii) (A) reduces the
interest rate in respect of the Term Loans, (B) reduces the
premium payable hereunder in respect of the Term Loans
pursuant to Section 2.9 (Optional Prepayments) or Section 2.10
(Mandatory Prepayments) or (C) reduces the fee payable to any
Term Loan Lender pursuant to Section 2.13(e)(Fees).
ARTICLE V
AMENDMENT TO SCHEDULE I
Section 5.1 SCHEDULE I (COMMITMENTS). The column titled "Term Loan
Facility Commitment" on Schedule I (Commitments) to the Credit Agreement is
hereby deleted in its entirety and replaced with Schedule I hereto.
Section 5.2 SCHEDULE 7.13 (POST CLOSING COVENANTS). Annex A to Schedule
7.13 (Post Closing Covenants) to the Credit Agreement is hereby deleted in its
entirety and replaced with Schedule II hereto.
ARTICLE VI
WAIVER OF SECTION 7.1
(PRESERVATION OF CORPORATE EXISTENCE, ETC.)
Section 6.1 The provisions of Section 7.1 (Preservation of Corporate
Existence, Etc.) are hereby waived solely to the extent necessary to permit the
dissolution and liquidation of (a) Motorwheel Corporation of Canada Limited and
(b) EMAC R&D Corporation.
ARTICLE VII
CONDITIONS PRECEDENT TO THE EFFECTIVENESS
OF THIS AMENDMENT NO. 1.
Section 7.1 GENERAL EFFECTIVENESS. This Amendment No. 1 shall become
effective, on the date each of the following conditions precedent is satisfied
or duly waived by the Requisite Lenders and each Term Loan Lender (the
"Amendment Effective Date"):
(a) Documentation. The Administrative Agent shall have received
on or prior to the Amendment Effective Date each of the following, each dated
the Amendment
6
Effective Date unless otherwise indicated or agreed to by the Administrative
Agent, in form and substance satisfactory to the Administrative Agent:
(i) this Amendment No. 1 executed by the Borrower and
Holdings;
(ii) the Consent and Agreement in the form attached hereto as
Exhibit A, executed by each of the Guarantors;
(iii) Acknowledgment and Consents, in the form set forth
hereto as Exhibit B (each, a "Lender Consent"), executed by
the Lenders constituting the Requisite Lenders and the Term
Loan Lenders;
(iv) such additional documentation as the Administrative Agent
may reasonably require.
(b) Fees and Expenses. The Borrower shall have paid:
(i) to each Term Lender holding Term Loans on the Amendment
Effective Date that submitted a Lender Consent executed by
such Term Lender on or before 5:00 p.m. (New York City time)
on October 16, 2003, an amendment fee equal to .125% of the
principal balance of the Term Loans held by such Term Lender
on the Amendment Effective Date; and
(ii) all outstanding fees (including any amendment fee), costs
and expenses owing to the Administrative Agent, including the
reasonable fees, expenses and disbursements of all legal
counsel for the Administrative Agent.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 SUBSIDIARY GUARANTORS. Each Borrower hereby represents and
warrants to the Administrative Agent and the Lenders that as of the date hereof
the Consent and Agreement in the form attached hereto as Exhibit A sets forth
the true and correct name of each Subsidiary Guarantor.
Section 8.2 REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.
(a) Except as specifically amended or waived above, all of the
terms of the Credit Agreement and all other Loan Documents shall remain
unchanged and in full force and effect and all obligations and liabilities of
the Loan Parties thereunder shall remain in full force and effect and each of
which is hereby reaffirmed.
(b) The execution, delivery and effectiveness of this
Amendment No. 1 shall not, except as expressly provided herein, operate as an
amendment or waiver of any right, power or remedy of any Lender, any Issuer, or
the Administrative Agent under the Credit Agreement or any Loan Document nor
constitute an amendment or waiver of any provision of the Credit Agreement or
any Loan Document.
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(c) This Amendment No. 1 is a Loan Document.
Section 8.3 COSTS AND EXPENSES. The Borrowers agree to pay on demand in
accordance with the terms of Section 11.3 of the Credit Agreement all costs and
expenses of the Administrative Agent in connection with the preparation,
reproduction, execution and delivery of this Amendment No. 1, and all other Loan
Documents entered into in connection herewith, including the reasonable fees,
expenses and disbursements of Weil, Gotshal & Manges LLP and other counsel for
the Administrative Agent with respect thereto.
Section 8.4 TITLES. The Section titles contained in this Amendment No.
1 are and shall be without substantive meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.
Section 8.5 EXECUTION IN COUNTERPARTS. This Amendment No. 1 may be
executed and delivered in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original and all of which taken together shall constitute one
and the same original agreement.
Section 8.6 NOTICES. All communications and notices to the
Administrative Agent hereunder shall be given as provided in the Credit
Agreement.
Section 8.7 SEVERABILITY. If any term or provision set forth in this
Amendment No. 1 shall be invalid or unenforceable, the remainder of this
Amendment No. 1, or the application of such terms or provisions to persons or
circumstances, other than those to which it is held unenforceable, shall not in
any way be affected or impaired thereby.
Section 8.8 SUCCESSORS. The terms of this Amendment No. 1 shall be
binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors or assigns.
Section 8.9 GOVERNING LAW. This Amendment No. 1 shall be interpreted,
and the rights and liabilities of the parties determined, in accordance with the
internal law of the State of New York.
[signature pages follow]
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IN WITNESS WHEREOF, this Amendment No. 1 has been duly executed on the
date set forth above.
HLI OPERATING COMPANY INC.,
as Borrower
By: /s/ Gary J. Findling
--------------------------------------
Name: Gary J. Findling
Title: Treasurer
HAYES LEMMERZ INTERNATIONAL, INC.,
as Holdings
By: /s/ Gary J. Findling
--------------------------------------
Name: Gary J. Findling
Title: Treasurer
CITICORP NORTH AMERICA INC.,
as Administrative Agent
By: /s/ Thomas Halsch
--------------------------------------
Name: Thomas Halsch
Title: Director
AMENDMENT NO. 1
SCHEDULE I
TERM LOANS
LENDER TERM LOAN
------ ---------
Pacifica Cdo II Ltd $ 1,999,999.99
Centurion Cdo II, LTD $ 500,000.02
Centurion Cdo VI $ 500,000.02
Kzh Cypresstree Funding Llc $ 1,250,000.01
Kzh Ing-2 1 $ 1,250,000.01
Kzh Sterling llc $ 999,999.99
Sequils-Centurion V, I LTD $ 500,000.02
Ag Capital Funding Partners $ 3,500,000.01
Northwoods Capital II, LTD $ 3,500,000.01
Northwoods Capital III, LTD $ 5,000,000.02
Northwoods Capital, LTD $ 3,999,999.98
Ares IV CLO LTD $ 2,500,000.01
Ares Leveraged Investment Fund II LP $ 5,000,000.02
Ares V Clo Ltd. $ 2,250,000.00
Ares Vi CLO Ltd $ 2,250,000.00
Ares VII $ 2,999,999.00
Venture Cdo 2002 Limited $ 1,999,999.99
Black Diamond Clo 2000-1 LTD $ 5,000,000.02
Black Diamond Limited 1998-1 LTD $ 5,000,000.02
Toronto Dominion Bank $ 5,000,000.02
Callidus Debt Partners CDO Fund $ 1,999,999.99
Stanwich Loan Funding $ 1,500,000.01
Toronto Dominion Life (New York), $ 1,500,000.01
Trumbull Thc, Ltd $ 1,999,999.99
Commerzbank Ag $ 9,999,999.99
Csam Funding III $ 1,999,999.99
First Dominion Finance I $ 2,999,999.99
First Dominion Funding III $ 2,999,999.99
First Dominion II $ 1,999,999.99
Hewett's Island CDO, Ltd $ 1,999,999.99
Denali Capital CLO II, LTD $ 1,999,999.99
Denali Capital CLO III, LTD $ 2,999,999.99
Apex I (IDM) CDO I, LTD $ 1,999,999.99
Babson Clo ltd $ 1,135,135.15
Bill & Melinda Gates Partners $ 567,567.56
Elc (Cayman) LTD $ 1,135,135.15
Elc (Cayman) LTD. 1999-II $ 1,135,135.15
Elc (Cayman) LTD. 1999-III $ 756,756.74
Elc (Cayman) LTD. 2000-I $ 756,756.74
Elc (Cayman) Ltd. CDO Series 1999-I $ 1,513,513.51
Maplewood (Cayman) Limited Investment $ 1,513,513.51
Massachusetts Mutual Life Insurance $ 2,459,459.45
Suffield Clo, Limited $ 1,513,513.52
Tryon Clo Ltd. $ 1,513,513.52
Costantinus Eaton Limited Cdo V, LTD $ 2,500,000.01
Eaton Vance CDO III, LTD $ 1,749,999.98
Eaton Vance CDO IV, LTD $ 1,500,000.01
Eaton Vance CDO VI, LTD $ 2,999,999.99
AMENDMENT NO. 1
LENDER TERM LOAN
------ ---------
Eaton Vance Institutional Senior Loan $ 1,749,999.98
Eaton Vance Limited Duration $ 6,000,000.01
Eaton Vance Senior Income Trust $ 2,250,000.00
Grayson & Co $ 5,499,999.99
Oxford Strategic Income Fund $ 500,000.02
Senior Debt Portfolio $ 10,250,000.01
Foothill Income Trust II $ 9,999,999.99
Franklin Clo I Ltd $ 1,999,999.99
Franklin Clo II Limited $ 2,999,999.99
Franklin Clo III, LTD $ 5,000,000.02
Franklin Clo IV, LTD $ 2,999,999.99
Franklin Floating Daily Access $ 999,999.99
Franklin Floating Rate Master Series $ 1,999,999.99
Franklin Floating Rate Trust $ 9,000,000.00
General Electric Capital Corporation $ 17,000,000.01
Goldentree High Yield Opportunities I $ 3,999,999.98
Goldentree High Yield Opportunities II $ 3,999,999.98
Goldentree Loan Opportunities I, LTD $ 3,999,999.98
Goldentree Loan Opportunities II, LTD $ 2,999,999.99
Harch Clo I Ltd. $ 999,999.99
Blue Square Funding LTD $ 999,999.99
Elf Funding Trust I $ 999,999.99
Emerald Orchard Limited $ 999,999.99
Highland Legacy Ltd $ 999,999.99
Highland Loan Funding V $ 999,999.99
Kzh Highland-2 Llc $ 999,999.99
Pamco Cayman LTD $ 999,999.99
Restoration Funding CLO, Ltd $ 999,999.99
Ing Prime Rate Trust $ 5,000,000.02
Ing Senior Income Fund $ 1,500,000.01
Ml Clo XV Pilgrim America $ 2,500,000.01
Ml Clo XX Pilgrim America (Cayman), LTD $ 1,999,999.99
Pilgrim Clo 1999-1 LTD $ 2,999,999.99
Sequils-Pilgrim I Limited $ 1,999,999.99
Aeries Finance II $ 800,000.01
Aim Floating Rate Fund $ 1,299,999.98
Amara I Finance Ltd $ 500,000.02
Amara-2 Finance Ltd. $ 900,000.00
Avalon Capital ltd $ 1,600,000.01
Avalon Capital ltd-2 $ 1,600,000.01
Charter View Portfollio $ 3,500,000.01
Diversified Credit Portfollio LTD. $ 299,999.99
Invesco Cbo 2001-1 Ltd $ 500,000.02
Invesco European CDO I S.A $ 749,999.99
Oasis Collateralized High Income $ 999,999.99
Saratoga Clo I, Limited $ 749,999.99
Sequils Liberty LTD $ 1,500,000.01
Continental Assurance Opportunities $ 2,500,000.01
Continental Casualty Company $ 37,500,000.01
Elf Funding Ltd III $ 2,500,000.01
New York Life Insurance and Annuity corp $ 7,000,000.01
Nylim Flatiron CLO 2003-1 LTD $ 2,500,000.01
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LENDER TERM LOAN
------ ---------
Harbourview Clo IV $ 999,999.99
Harbourview Clo V $ 999,999.99
Oppenheimer Senior Floating Rate Fund $ 1,999,999.99
Orix Funding LLC $ 10,999,999.99
Seaboard Clo 2000 Ltd $ 2,999,999.99
Addison Cdo, Limited $ 1,999,999.99
Athena Cdo, ltd $ 1,500,000.01
Bedford Cdo, Limited $ 1,500,000.01
Captiva IV Finance LTD $ 1,999,999.99
Catalina Cdo Ltd. $ 999,999.99
Delano Company Clo $ 2,500,000.01
Jissekikun Funding, LTD $ 1,500,000.01
Royalton Company $ 1,999,999.99
Sequils Magnum, LTD $ 1,999,999.99
Waveland-Ingots, LTD $ 1,999,999.99
Wrigley Cdo, LTD $ 1,999,999.99
Putnam Diversified Income Trust $ 1,275,000.01
Putnam High Yield Advantage Fund $ 277,499.99
Putnam High Yield Trust $ 637,499.99
Putnam Master Income Trust $ 97,499.99
Putnam Master Intermediate Income Trust $ 180,000.00
Putnam Premier IncomeTrust $ 247,500.00
Putnam Variable Trust-PVT Diversified $ 150,000.01
Putnam Variable Trust-PVT High Yield $ 135,000.00
R2 Investments, LDC $ 15,000,000.01
Trs Leda Iii $ 50,000,000.02
Castle Hill Clo III, Ltd $ 2,500,000.01
Castle Hill II-Ingots ltd $ 1,999,999.99
Great Point CLO 1999-1 LTD. $ 2,999,999.99
Harbour Town Funding LLC $ 3,500,000.01
Race Point CLO Limited $ 3,500,000.01
Race Point II, CLO $ 2,999,999.99
Sankaty High Trust Partners II, L.P $ 7,499,999.99
Quantum Partners LDC $ 5,000,000.02
First Sunamerica Life Insurance $ 3,200,000.02
Galaxy Clo 1999-1, LTD $ 1,400,000.02
Galaxy Clo CLO 2003-1 $ 1,179,999.99
Kzh Riverside LLC $ 540,000.00
Kzh Soleil 2 Llc $ 1,119,999.98
Kzh Soleil Llc $ 559,999.99
Inner Harbor CBO 2001-1 LTD $ 1,999,999.99
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SCHEDULE II
ANNEX A TO SCHEDULE 7.13
AMENDMENT NO. 1
EXHIBIT A
CONSENT, AGREEMENT AND AFFIRMATION OF GUARANTY.
Each of the undersigned Guarantors hereby consents to the terms of the foregoing
Amendment No. 1 and agrees that the terms of this Amendment No. 1 shall not
affect in any way its obligations and liabilities under any Loan Document, all
of which obligations and liabilities shall remain in full force and effect and
each of which is hereby reaffirmed.
HLI PARENT COMPANY, INC.
HAYES LEMMERZ INTERNATIONAL - BOWLING GREEN, INC.
HAYES LEMMERZ INTERNATIONAL - BRISTOL, INC.
HAYES LEMMERZ INTERNATIONAL - CADILLAC, INC.
HAYES LEMMERZ INTERNATIONAL - CALIFORNIA, INC.
HAYES LEMMERZ INTERNATIONAL - CMI, INC.
HAYES LEMMERZ INTERNATIONAL - COMMERCIAL HIGHWAY, INC.
HAYES LEMMERZ INTERNATIONAL - EQUIPMENT & ENGINEERING, INC.
HAYES LEMMERZ INTERNATIONAL - GEORGIA, INC.
HAYES LEMMERZ INTERNATIONAL - HOMER, INC.
HAYES LEMMERZ INTERNATIONAL - HOWELL, INC.
HAYES LEMMERZ INTERNATIONAL - HUNTINGTON, INC.
HAYES LEMMERZ INTERNATIONAL - KENTUCKY, INC.
HAYES LEMMERZ INTERNATIONAL - LAREDO, INC.
HAYES LEMMERZ INTERNATIONAL - MEXICO, INC.
HAYES LEMMERZ INTERNATIONAL - MONTAGUE, INC.
HAYES LEMMERZ INTERNATIONAL - OHIO, INC.
HAYES LEMMERZ INTERNATIONAL - PCA, INC.
HAYES LEMMERZ INTERNATIONAL - PETERSBURG, INC.
HAYES LEMMERZ INTERNATIONAL - SEDALIA, INC.
HAYES LEMMERZ INTERNATIONAL - SOUTHFIELD, INC.
HAYES LEMMERZ INTERNATIONAL - TECHNICAL CENTER, INC.
HAYES LEMMERZ INTERNATIONAL - TEXAS, INC.
HAYES LEMMERZ INTERNATIONAL - TRANSPORTATION, INC.
HAYES LEMMERZ INTERNATIONAL - WABASH, INC.
HLI BRAKES HOLDING COMPANY, INC.
HLI COMMERCIAL HIGHWAY HOLDING COMPANY, INC.
HLI POWER TRAIN HOLDING COMPANY, INC.
HLI REALTY, INC.
HLI SERVICES HOLDING COMPANY, INC.
HLI WHEELS HOLDING COMPANY, INC.
HLI - SUMMERFIELD REALTY CORP.
By: /s/ Gary J. Findling
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Name: Gary J. Findling
Title: Treasurer
Guarantors' Consent to Amendment No. 1
EXHBIT B
ACKNOWLEDGEMENT AND CONSENT
To: Citicorp North America, Inc.
388 Greenwich Street
New York, New York 10013
Attention: Mr. Shapleigh Smith
Re: HLI Operating Company, Inc.
Reference is made to the Credit Agreement, dated as of June 3, 2003 (as
the same may be amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement"), among HLI Operating Company, Inc., a Delaware
corporation, as Borrower, Hayes Lemmerz International, Inc., a Delaware
corporation, as Holdings, the Lenders (as defined therein), the Issuers (as
defined therein), Citicorp North America, Inc., as administrative agent for the
Lenders and the Issuers (in such capacity, and as agent for the Secured Parties
under the other Loan Documents, the "Administrative Agent"), Lehman Commercial
Paper, Inc., as syndication agent for the Lenders and the Issuers, and General
Electric Capital Corporation as documentation agent for the Lenders and Issuers.
Capitalized terms used herein and not otherwise defined herein are used herein
as defined in the Credit Agreement.
The Borrower has requested that the Lenders consent to an Amendment and
Waiver to the Credit Agreement on the terms described in Amendment No. 1 and
Waiver to the Credit Agreement ("Amendment No. 1"), the form of which is
attached hereto.
Pursuant to Section 11.1(a) of the Credit Agreement, the undersigned
Lender hereby consents to the terms of Amendment No. 1 and authorizes the
Administrative Agent to execute and deliver Amendment No. 1 on its behalf.
Very truly yours,
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(NAME OF LENDER)
By:
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Name:
Title:
Dated as of October __, 2003
ACKNOWLEDGEMENT AND CONSENT