Exhibit 4-3
SUPPLEMENTAL INDENTURE AND GUARANTY RELEASE
This SUPPLEMENTAL INDENTURE AND
GUARANTY RELEASE (this “ Release ”), is made as
of November 9, 2007, by HAYES LEMMERZ FINANCE
LLC—LUXEMBOURG S.C.A. (the “ Company ”),
each of the guarantors listed on the signature pages hereto (the
“ Guarantors ”), and U.S. BANK NATIONAL
ASSOCIATION, as Trustee (the “ Trustee ”).
R E C
I T A L S
WHEREAS, the Company, the Guarantors
and the Trustee, among others, have entered into the Indenture,
dated as of May 30, 2007 (as amended, modified or otherwise
supplemented through the date hereof, the “ Indenture
”), relating to the Company’s 8-1/4% Senior Notes due
2015 (the “ Notes ”);
WHEREAS, pursuant to
Section 4.19 of the Indenture and a Guaranty Agreement dated
October 25, 2007 (the “Frenos Guaranty”), Hayes
Lemmerz International – Frenos, S.A. de C.V. (“
Frenos ”) is also a guarantor of the obligations of
the Company with respect to the Notes;
WHEREAS, on the date hereof HLI
Brakes Holding Company, Inc. (“ Brakes ”) is
selling to a third party, directly or indirectly, 100% of the
Capital Stock of each of Frenos and Hayes Lemmerz International
– Homer, Inc. (“ Homer ”), each of which,
Frenos and Homer, is a Guarantor with respect to the Notes and both
of which together are hereinafter referred to as the “
Released Guarantors ”;
WHEREAS, Section 9.01 of the
Indenture provides that the Indenture may be amended or
supplemented without the consent of any Holder of the Notes in
order to release Guarantors from their obligations with respect to
the Notes;
WHEREAS, Section 10.05 of
the Indenture provides for the release of Guarantors from their
guarantee obligations with respect to the Indenture and the Notes
upon a sale of 100% of the Capital Stock of such Guarantors
;
WHEREAS, the net proceeds of a
sale of 100% of the Capital Stock of such Guarantors is subject to
all applicable provisions of the Indenture, including
Section 4.13; and
WHEREAS, the Company has delivered
to
