Registration Rights Agreement (2007)Full Document 

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REGISTRATION RIGHTS AGREEMENT
Dated as of May 30, 2007
By and Among
HAYES LEMMERZ FINANCE LLC — LUXEMBOURG S.C.A.
and
THE GUARANTORS NAMED HEREIN
as Issuers,
and
DEUTSCHE BANK AG, LONDON BRANCH,
and
CITIGROUP GLOBAL MARKETS INC.
and
UBS LIMITED
as Initial Purchasers
 
130,000,000
8.250% SENIOR NOTES DUE 2015

 


 

TABLE OF CONTENTS
Page
                     
1.
  Definitions             1  
2.
  Exchange Offer             5  
3.
  Shelf Registration             9  
4.
  Additional Interest             9  
5.
  Registration Procedures             11  
6.
  Registration Expenses             19  
7.
  Indemnification             20  
8.
  Rules 144 and 144A             23  
9.
  Underwritten Registrations             23  
10.
  Miscellaneous             23  
                         
 
  (a)   No Inconsistent Agreements             22  
 
  (b)   Adjustments Affecting Registrable Securities             22  
 
  (c)   Amendments and Waivers             22  
 
  (d)   Notices             23  
 
  (e)   Successors and Assigns             24  
 
  (f)   Counterparts             24  
 
  (g)   Headings             24  
 
  (h)   Governing Law             24  
 
  (i)   Severability             24  
 
  (j)   Securities Held by the Company or Its Affiliates             24  
 
  (k)   Third Party Beneficiaries             24  
 
  (l)   Entire Agreement             24  
 
                       
Schedule 1 Guarantors                

 


 

REGISTRATION RIGHTS AGREEMENT
          This Registration Rights Agreement (the “Agreement”) is dated as of May 30, 2007 by and among Hayes Lemmerz Finance LLC — Luxembourg S.C.A., a partnership limited by shares (“société en commandite per actions”) under the laws of the Grand Duchy of Luxembourg (the “Company”) and an indirect wholly owned subsidiary of HLI Operating Company, Inc., a Delaware corporation (“HLI Opco”) and indirect subsidiary of Hayes Lemmerz International, Inc., a Delaware corporation (“Hayes”), the other Guarantors listed on Schedule 1 hereto (together with Hayes and HLI Opco, the “Guarantors” and, together with the Company, the “Issuers”) and Deutsche Bank AG, London Branch, Citigroup Global Markets Inc. and UBS Limited (the “Initial Purchasers”).
          This Agreement is entered into in connection with the Amended and Restated Purchase Agreement, dated as of May 25, 2007, by and among the Company, the Guarantors and the Initial Purchasers (the “Purchase Agreement”) that provides for the sale by the Company to the Initial Purchasers of €130,000,000 aggregate principal amount of the Company’s 8.25% Senior Notes due 2015 (the “Notes”). The Notes will be guaranteed (the “Guarantees”) on a senior basis by the Guarantors. The Notes and the Guarantees together are herein referred to as the “Securities.” In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Issuers have agreed to provide the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and their direct and indirect transferees and assigns. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation to purchase the Securities under the Purchase Agreement.
          The parties hereby agree as follows:
          1. Definitions.
          As used in this Agreement, the following terms shall have the following meanings:
          Additional Interest: See Section 4(a) hereof.
          Advice: See the last paragraph of Section 5 hereof.
          Agreement: See the introductory paragraphs hereto.
          Applicable Period: See Section 2(b) hereof.
     Business Day: Any day that is not a Saturday, Sunday or a day on which banking institutions in New York are authorized or required by law to be closed.
     Effectiveness Date: The date that is (i) 180 days after the Issue Date and (ii) with respect to any Shelf Registration Statement, the 180th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Effectiveness Date would otherwise fall on a day that is not a Business Day, then the Effectiveness Date shall be the next succeeding Business Day.

 


 

     Effectiveness Period: See Section 3(a) hereof.
     Event Date: See Section 4(b) hereof.
     Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.
     Exchange Notes: See Section 2(a) hereof.
     Exchange Offer: See Section 2(a) hereof.
     Exchange Offer Registration Statement: See Section 2(a) hereof.
     Exchange Securities: See Section 2(a) hereof.
     Filing Date: (A) If no Exchange Offer Registration Statement has been filed by the Company pursuant to this Agreement, the 90th day after the Issue Date; and (B) with respect to a Shelf Registration Statement, the 90th day after the delivery of a Shelf Notice as required pursuant to Section 2(c) hereof; provided, however, that if the Filing Date would otherwise fall on a day that is not a Business Day, then the Filing Date shall be the next succeeding Business Day.
     Guarantees: See the introductory paragraphs hereto.
     Guarantors: See the introductory paragraphs hereto.
     Hayes: See the introductory paragraphs hereto.
     HLI Opco: See the introductory paragraphs hereto.
     Holder: Any holder of a Registrable Security or Registrable Securities.
     Indemnified Person: See Section 7(c) hereof.
     Indemnifying Person: See Section 7(c) hereof.
     Indenture: The Indenture, dated as of May 25, 2007, by and among the Company, the Guarantors and U.S. Bank National Association, as Trustee, pursuant to which the Securities are being issued, as amended or supplemented from time to time in accordance with the terms thereof.
     Initial Purchasers: See the introductory paragraphs hereto.
     Inspectors: See Section 5(o) hereof.

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