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EXHIBIT 10.23
AMENDMENT NO. 1, WAIVER AND
CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 1, WAIVER AND CONSENT dated as of October
__, 2005 (this "Amendment No. 1"), among
HLI OPERATING COMPANY, INC., a Delaware
corporation (the "Borrower"), HAYES LEMMERZ
INTERNATIONAL, INC., a Delaware
corporation ("Holdings"), and CITICORP
NORTH AMERICA, INC. ("CNAI"), as
Administrative Agent on behalf of each
Lender executing a Lender Consent (as
defined below) amends certain provisions of
the Amended and Restated Credit
Agreement, dated as of April 11, 2005 (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 Agent for
the First Lien Lenders (as defined
therein), CNAI, as Agent for the Term C
Lenders (as defined therein), CNAI, as
Collateral Agent for the Secured Parties,
LEHMAN COMMERCIAL PAPER INC., as
Syndication Agent, GENERAL ELECTRIC CAPITAL
CORPORATION, as Documentation Agent,
and CITIGROUP GLOBAL MARKETS INC. and
LEHMAN BROTHERS INC., as Joint
Book-Running Lead Managers and Joint Lead
Arrangers.
WITNESSETH:
WHEREAS, the Borrower has requested that the Lenders agree to
amend certain provisions of the Credit
Agreement;
WHEREAS, the Borrower 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, the Borrower desires that certain of its Subsidiaries
enter into the transactions described on
Annex A hereto (collectively, the
"Specified Transactions") and has requested
that the Administrative Agent and
the Requisite Lenders consent to the
Specified Transactions;
WHEREAS, pursuant to Section 11.1(a) (Amendments, Waivers,
Etc.) of the Credit Agreement, the consent
of the Requisite Lenders is required
to effect the amendments set forth
herein;
WHEREAS, the Lenders party to the Lenders' Consent
(constituting the Requisite Lenders) and
the Administrative Agent agree, subject
to the limitations and conditions set forth
herein, to (a) consent to the
Specified Transactions and (b) amend the
Credit Agreement as set forth herein;
NOW, THEREFORE, in consideration of the above premises, the
Borrower and the Administrative Agent, at
the direction of the Lenders
constituting the Requisite Lenders, agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Unless otherwise defined herein, capitalized terms
used herein shall have the meanings
ascribed to such terms in the Credit
Agreement.
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ARTICLE II
CONSENT AND WAIVER
Section 2.1 Effective as of the Amendment Effective Date and
subject the satisfaction (or due waiver) of
the conditions set forth in Article
VI (Conditions Precedent to the
Effectiveness of this Amendment No. 1) hereof,
the Lenders party to the Lenders' Consent,
constituting the Requisite Lenders,
and the Administrative Agent hereby consent
to the Specified Transactions
described on Annex A and agree that the
Specified Transactions shall not
constitute "Investments" or "Asset Sales"
for purposes of the limitations in
Sections 8.3 (Investments) and 8.4 (Sale of
Assets) of the Credit Agreement.
ARTICLE III
AMENDMENT TO ARTICLE II
(DEFINED TERMS)
Section 3.1 New Definitions. The following defined terms shall
be inserted in the correct alphabetical
order in Section 1.1 (Defined Terms):
"Foreign Receivables Purchase Program" means, with
respect to any Foreign Subsidiary, an agreement or other
arrangement or program providing for the sale on a
non-recourse basis (other than Guaranty Obligations permitted
under Section 8.1(c)(ii) (Indebtedness)) of Receivables Assets
in exchange for the advance of funds to such Foreign
Subsidiary and/or one or more of its Subsidiaries pursuant to
documentation (including customary performance guaranties)
reasonably acceptable to the First Lien Agent (including,
without limitation, an intercreditor agreement); provided,
however, that, with respect to the German Foreign Receivables
Purchase Program, recourse by MHB Financial Services GmbH &
Co. KG, Eschborn to Hayes Lemmerz Werke GmbH shall be
permitted in an aggregate amount not to exceed 5% of the
amount of Receivables Assets sold pursuant to the German
Foreign Receivables Purchase Program.
"German Foreign Receivables Purchase Program" means
the revolving Foreign Receivables Purchase Program in an
amount not to exceed SUM20,000,000 at any one time, pursuant
to which Hayes Lemmerz Werke GmbH shall sell and assign
certain Receivables Assets to MHB Financial Services GmbH &
Co. KG, Eschborn.
Section 3.2 The following defined terms listed in Section 1.1
(Defined Terms) of the Credit Agreement are
amended as follows:
Indebtedness. The definition of "Indebtedness" shall
be amended by (a) inserting the words "or a Foreign
Receivables Purchase Program" at the end of the parentheticals
in the second and fourth lines thereof and (b) inserting the
words "or Foreign Receivables Purchase Program" after the
words "conveyed in accordance with any Securitization Program"
in the twenty-fourth line thereof.
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ARTICLE IV
AMENDMENT TO ARTICLE VIII
(NEGATIVE COVENANTS)
Section 4.1 Indebtedness.
(a) Section
8.1 (Indebtedness) of the Credit Agreement
shall be amended by replacing clause (c)
thereof in its entirety as follows:
"(c) Guaranty Obligations incurred by the Borrower,
any Guarantor or any Foreign Subsidiary in respect of (i) with
respect to the Borrower or any Guarantor, Indebtedness of the
Borrower or any Guarantor that is permitted by this Section
8.1 and (ii) with respect to any Foreign Subsidiary,
Indebtedness permitted by Section 8.1(o)(i)(B) to the extent
that the applicable Administrative Agent has consented (in its
sole discretion, exercised reasonably) to such incurrence;
provided, however, that the aggregate outstanding amount of
all such Guaranty Obligations incurred by the Foreign
Subsidiaries, with respect to Foreign Receivables Purchase
Prog
