Registration Rights Agreement (2007)Full Document 

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REGISTRATION RIGHTS AGREEMENT
          This Registration Rights Agreement (this “Agreement”), dated as of May 30, 2007, is made by and among  Hayes Lemmerz International, Inc., a Delaware corporation (the “Company”),  Deutsche Bank Securities Inc. (“DBSI”) and  SPCP Group, LLC (“SP”), and any parties identified on the signature pages of any Additional Investor Agreements (as defined below) executed and delivered pursuant to Section 12.2 hereto (each, including DBSI and SP, an “Investor” and, collectively, the “Investors”).
RECITALS
          WHEREAS, in connection with the consummation of the transactions contemplated by that certain Amended and Restated Equity Purchase and Commitment Agreement dated as of April 16, 2007 (the “EPCA”) by and between the Company and DBSI, DBSI has agreed to purchase shares of Common Stock (as defined below) in accordance with the provisions of the EPCA;
          WHEREAS, in connection with the EPCA, DBSI and SP have entered into an agreement (the “Principal Additional Investor Agreement”), pursuant to which SP has agreed to purchase certain shares of the Common Stock;
          WHEREAS, in connection with the EPCA, DBSI and the other Investors may enter into one or more agreements (each, an “Additional Investor Agreement”), pursuant to which DBSI may arrange for one or more Investors to purchase certain shares of the Common Stock; and
          WHEREAS, in consideration of the Investors’ commitment to purchase the Common Stock pursuant to and on the terms and conditions set forth in the EPCA, the Company has agreed to enter into a registration rights agreement with respect to certain shares of Common Stock to be acquired by the Investors and certain of their Affiliates (as defined below).
AGREEMENTS
          NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein and in the EPCA, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
ARTICLE I
Definitions
          For purposes of this Agreement, the following terms have the following meanings:
          “Additional Investor Agreement” has the meaning given to such term in the recitals hereof.

 


 

          “Affiliate” has the meaning given to that term pursuant to Rule 12b-2 under the Exchange Act.
          “Agreement” has the meaning given to that term in the introductory paragraph hereof.
          “Blackout Period” means any period during which, in accordance with Article IV hereof, the Company is entitled to postpone or suspend the effectiveness of the Initial Registration Statement.
          “Business Day” means any day, other than a Saturday or Sunday, on which national banking institutions in New York, New York, are open.
          “Code” means the Internal Revenue Code of 1986, as amended.
          “Common Stock” means the shares of Common Stock, par value $0.01 per share, of the Company issued on and after the date hereof and any additional shares of common stock paid, issued or distributed in respect of any such shares by way of a stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise.
          “Company” has the meaning given to that term in the introductory paragraph hereof.
          “control” has the meaning given to that term under Rule 405 under the Securities Act (and “controlled” and “controlling” shall have correlative meanings).
          “DBSI” has the meaning given that term in the introductory paragraph hereof.
          “Effective Date” means each effective date or deemed effective date under the Securities Act of the Initial Registration Statement or any post-effective amendment thereto.
          “EPCA” has the meaning given that term in the recitals hereof.
          “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.
          “Filing Date” means March 16, 2007.
          “Free Writing Prospectus” means a free writing prospectus as defined in Rule 405 under the Securities Act relating to the Registrable Securities included in the applicable registration.
          “Holder Shelf Offering” has the meaning given to that term in Section 3.2 of this Agreement.
          “Holders” means the Investors.

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          “Indemnified Person” has the meaning given to that term in Section 6.3 of this Agreement.
          “Indemnifying Person” has the meaning given to that term in Section 6.3 of this Agreement.
          “Initial Registration Statement” means the Registration Statement on Form S-3 filed by the Company pursuant to Rule 415 of the Securities Act relating to the offer and sale of Registrable Securities by the Holders from time to time.
          “Investor” and “Investors” have the meanings given to those terms in the introductory paragraph hereof.
          “Issuer Free Writing Prospectus” means an issuer free writing prospectus as defined in Rule 433 under the Securities Act.
          “Joinder Agreement” has the meaning given to that term in Section 10.2 of this Agreement.
          “Majority Selling Holders” means those Selling Holders whose Registrable Securities included in a specified registration represent a majority of the Registrable Securities of all Selling Holders included therein.
          “Material Adverse Effect” means a material adverse effect on the business, results of operations, properties, condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.
          “NASD” has the meaning given to that term in Section 7.1(m) of this Agreement.
          “NASDAQ” means the NASDAQ Global Market.
          “NYSE” means the New York Stock Exchange.
          “Officer’s Certificate” means a certificate signed on behalf of the Company by either the Chief Executive Officer or the Chief Financial Officer of the Company.
          “Other Stockholders” means any Person (other than the Holders) having rights to participate in a registration of the Common Stock.
          “Permitted Free Writing Prospectus” has the meaning given to that term in Article VII of this Agreement.
          “Person” means any individual, corporation, general or limited partnership, limited liability company, joint venture, trust or other entity or association, including without limitation any governmental authority.
          “Preliminary Prospectus” means the prospectus included in the Initial Registration Statement (and any amendments thereto) before it becomes effective, any

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prospectus filed with the SEC pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Initial Registration Statement, at the time of their effectiveness that omits the information required by Rule 430 of the Securities Act.
          “Principal Additional Investor Agreement” has the meaning given to such term in the recitals hereof.
          “Prospectus” means the prospectus relating to the Registrable Securities included in the Initial Registration Statement, and any such prospectus as supplemented by any and all prospectus supplements and as amended by any and all amendments (including post-effective amendments) and including all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.
          “Qualified Registrable Securities” means at any time (a) shares of Common Stock purchased by a Holder pursuant to the EPCA, the Principal Additional Investor Agreement or any Additional Investor Agreement or held by an Investor as of the date of this Agreement, and (b) any additional shares of Common Stock paid, issued or distributed in respect of any shares of the types described in clause (a) of this definition by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Qualified Registrable Securities, such securities shall cease to constitute Qualified Registrable Securities upon the earliest to occur of: (i) the date on which the securities are disposed of pursuant to an effective registration statement under the Securities Act; (ii) the date on which the securities are disposed of pursuant to Rule 144 (or any successor provision) under the Securities Act; and (iii) the date on which the securities cease to be outstanding.
          “Questionnaire” has the meaning given to that term in Section 3.2 of this Agreement.
          “Registrable Securities” means at any time (a) shares of Common Stock purchased by a Holder pursuant to the EPCA, the Principal Additional Investor Agreement or any Additional Investor Agreement or held by an Investor as of the date of this Agreement, (b) any other shares of Common Stock held by any of the Holders now or at any time in the future, and (c) any additional shares of Common Stock held by a Holder paid, issued or distributed in respect of any shares of the types described in clauses (a), (b) and (c) of this definition by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Registrable Securities, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (i) the date on which the securities are disposed of pursuant to an effective registration statement under the Securities Act; (ii) the date on which the securities are disposed of pursuant to Rule 144 (or any successor provision) under the Securities Act; and (iii) the date on which the securities cease to be outstanding.
          “Registration Expenses” has the meaning given to that term in Section 5.4(a) of this Agreement.

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          “Required Period” means: three years following the first day of effectiveness of the Initial Registration Statement or such shorter period of time at which all Registrable Securities registered pursuant to such Initial Registration Statement have been disposed of or no longer constitute Registrable Securities.
          “Rights Offering” shall have the meaning given to such term in the EPCA.
          “Rule 144” means Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.
          “SEC” means the United States Securities and Exchange Commission and any successor United States federal agency or governmental authority having similar powers.
          “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.
          “Selling Holder” means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.
          “Selling Holder Information” has the meaning given to that term in Section 3.2 of this Agreement.
          “SP” has the meaning given that term in the introductory paragraph hereof.
          “Underwritten Registration” or “Underwritten Offering” means a registration in which securities of the Company are sold to an underwriter for reoffering to the public.
ARTICLE II
Representations and Warranties of the Company
          2.1 Representations and Warranties. The Company represents and warrants to each Investor as set forth below, as of the date hereof, as of each Effective Date and during the period that the Initial Registration Statement is available for sales by the Investors pursuant to the terms hereof as follows:
          (a) Initial Registration Statement, Preliminary Prospectus and Prospectus. The Initial Registration Statement or any post-effective amendment thereto, as of its Effective Date, complied or will comply in all material respects with the Securities Act, and did not or will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and as of the applicable filing date and at the time of delivery or deemed delivery of each Prospectus and any amendment or supplement thereto, such Prospectus did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus will comply in all material respects with the Securities Act, will be filed in accordance with the Securities Act (to the extent required

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thereby) and, and at the time of filing or delivery when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, and at the Effective Date did not or will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus, at the time of filing thereof and at the time of delivery or deemed delivery, complied or will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation and warranty with respect to any statements or omissions made in reliance on and in conformity with information relating to any Investor furnished to the Company in writing by the Investor or the Additional Investors expressly for use in the Initial Registration Statement and the Prospectus and any amendment or supplement thereto.
          (b) Financial Statements. Except as otherwise disclosed in the Initial Registration Statement and the Preliminary Prospectus or any documents incorporated therein by reference, the financial statements and the related notes of the Company and its consolidated subsidiaries included or incorporated by reference in the Initial Registration Statement and the Preliminary Prospectus comply or will comply, as the case may be, in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position, results of operations and cash flows of the Company and its subsidiaries as of the dates indicated and for the periods specified; such financial statements have been or will be prepared in conformity with U.S. generally accepting accounting principles applied on a consistent basis throughout the periods covered thereby, and the supporting schedules included or incorporated by reference therein, present fairly the information required to be stated therein; and the other financial information included or incorporated by reference in the Initial Registration Statement and the Preliminary Prospectus, has been or will be derived from the accounting records of the Company and its subsidiaries and presents fairly or will present fairly the information shown thereby; and any pro forma financial information and the related notes that may be included or incorporated by reference in the Initial Registration Statement and the Preliminary Prospectus, has been or will be prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act, as applicable, and the assumptions underlying such pro forma financial information are or will be reasonable and are or will be set forth in or incorporated by reference in the Initial Registration Statement and the Preliminary Prospectus.

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