Guaranty

This Guaranty (the “ Guaranty ”) , dated as of May 12, 2009, by Hayes Lemmerz International, Inc. (“ Holdings ”) , HLI Parent Company, Inc. (“ Parent ”), HLI Operating Company, Inc. (the “ U.S. Borrower ”) and   each of the other entities listed on the signature pages hereof and each other Domestic Subsidiary that becomes a party hereto pursuant to Section 23 (Additional Guarantors) hereof (each a “ Subsidiary Guarantor ” and, together with U.S. Borrower, Holdings and Parent, collectively, the “ Guarantors ” and individually a “ Guarantor ”), in favor of DEUTSCHE BANK AG NEW YORK BRANCH   (“ DB ”), as administrative agent for the Secured DIP Parties (in such capacity, the “ DIP Administrative Agent ”, and together with the other Secured DIP Parties, each, a “ Guarantied Party ” and, collectively, the “ Guarantied Parties ”).  All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Amended Credit Agreement referred to below.

WHEREAS, the U.S. Borrower and Hayes Lemmerz Finance - Luxembourg S.C.A. (the “ Luxembourg Borrower ” and together with the U.S. Borrower, the “ Borrowers ”) and Holdings entered into the Second Amended and Restated Credit Agreement, dated as of May 30, 2007, among the Borrowers, Holdings, the Lenders and Issuers (in each case as defined therein) party thereto, Citicorp North America, Inc. (“ CNAI ”), as administrative agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the other Prepetition Loan Documents, the “ Prepetition Administrative Agent ”), Deutsche Bank Securities Inc., as Syndication Agent for the Prepetition Facilities (“ Prepetition Syndication Agent ”), CNAI, as Documentation Agent for the Prepetition Facilities (“ Prepetition Documentation Agent” ), and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Joint Book-Running Lead Managers and Joint Lead Arrangers for the Prepetition Facilities (“ Original Credit Agreement ”), as amended by Amendment No. 1, dated as of January 30, 2009, among the Borrowers, Holdings and the Prepetition Administrative Agent on behalf of each Lender executing a Lender Consent (as defined therein) (“ Amendment No. 1 ”, and the Original Credit Agreement as amended by Amendment No. 1, the “ Existing Credit Agreement ”); and

WHEREAS, contemporaneously with the execution and delivery of this Guaranty, the Borrowers and Holdings entered into an Amendment No. 2 to the Existing Credit Agreement dated as of May 12, 2009, among the Borrowers, Holdings, each Lender (as defined in the Existing Credit Agreement referred to therein) party thereto, each DIP Lender (as defined therein), the DIP Administrative Agent and Deutsche Bank Securities Inc. and General Electric Capital Corporation, as Joint Book-Running Lead Managers, Joint Lead Arrangers and Syndication Agents with respect to the DIP Facility referred to therein (“ DIP Lead Arrangers ”) and Deutsche Bank Securities, Inc., as Documentation Agent with respect to the DIP Facility referred to therein (“ DIP Documentation Agent ”) (“ Amendment No .2 ”, together with the Existing Credit Agreement, the “ Amended Credit Agreement ”):

WHEREAS, the Amended Credit Agreement, shall consist of (a) a senior secured debtor-in-possession new money term loan facility in an aggregate principal amount of up to the Dollar Equivalent of $80,000,000 and (b) a senior secured debtor-in-possession roll-up loan facility in an aggregate principal amount of up to the Dollar Equivalent of $80,000,000, subject to a superpriority claim of the DIP Administrative Agent for the benefit of itself and the DIP Lenders against the Borrowers and the other Debtors; and

WHEREAS, it is a condition precedent to the effectiveness of the Amended Credit Agreement that the Guarantors shall have executed and delivered this Guaranty to the DIP Administrative Agent; and

WHEREAS, Holdings is the sole shareholder of Parent, Parent is the sole shareholder of the U.S. Borrower and each Subsidiary Guarantor is a direct or indirect Subsidiary of the U.S. Borrower; and

WHEREAS, each Guarantor will receive substantial direct and indirect benefits from the making of the DIP Loans and the granting of the other financial accommodations to the Borrowers under the Amended Credit Agreement; and

NOW, THEREFORE, in consideration of the premises and to induce the DIP Lenders, the Issuers and the DIP Administrative Agent to enter into the Amended Credit Agreement and to induce the DIP Lenders to make their respective extensions of credit to the Borrowers thereunder, each Guarantor hereby agrees with the DIP Administrative Agent as follows:

(a)           To induce the DIP Lenders to make the DIP Loans, each Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise in accordance herewith or any other DIP Loan Document, of all the DIP Obligations, whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Borrowers, whether now or hereafter existing, and whether due or to become due, including principal, interest (including interest at the contract rate applicable upon default accrued or accruing after the commencement of any proceeding under the Bankruptcy Code, whether or not such interest is an allowed claim in such proceeding), fees and costs of collection.  This Guaranty constitutes a guaranty of payment and not of collection.

(b)           Each Guarantor further agrees that, if (i) any payment made by the Borrowers or any other person and applied to the DIP Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) the proceeds of Collateral are required to be returned by any Guarantied Party to the Borrowers, its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of Law, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder (and any Lien or other Collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had never been made.  If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been released or terminated by virtue of such cancellation or surrender), this Guaranty (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the amount of such payment (or any Lien or other Collateral securing such obligation).

Section 2         Limitation of Guaranty

Any term or provision of this Guaranty or any other DIP Loan Document to the contrary notwithstanding, the maximum aggregate amount of the DIP Obligations for which any Subsidiary Guarantor shall be liable shall not exceed the maximum amount for which such Subsidiary Guarantor can be liable without rendering this Guaranty or any other DIP Loan Document, as it relates to such Subsidiary Guarantor, subject to avoidance under applicable law relating to fraudulent conveyance or fraudulent transfer (including Section 548 of the Bankruptcy Code or any applicable provisions of comparable state law) (collectively, “ Fraudulent Transfer Laws ”), in each case after giving effect (a) to all other liabilities of such Subsidiary Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Laws (specifically excluding, however, any liabilities of such Subsidiary Guarantor in respect of intercompany Indebtedness to the Borrowers to the extent that such Indebtedness would be discharged in an amount equal to the amount paid by such Subsidiary Guarantor hereunder) and (b) to the value as assets of such Subsidiary Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Laws) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Subsidiary Guarantor pursuant to (i) applicable Requirements of Law, (ii)  Section 3 (Contribution) of this Guaranty or (iii) any other Contractual Obligations providing for an equitable allocation among such Subsidiary Guarantor and other Subsidiaries or Affiliates of the Borrowers of obligations arising under this Guaranty or other guaranties of the DIP Obligations by such parties.

To the extent that any Guarantor shall be required hereunder to pay a portion of the DIP Obligations exceeding the greater of (a) the amount of the economic benefit actually received by such Guarantor from the DIP Loans and (b) the amount such Guarantor would otherwise have paid if such Guarantor had paid the aggregate amount of the DIP Obligations (excluding the amount thereof repaid by the Borrowers, Parent and Holdings) in the same proportion as such Guarantor’s net worth at the date enforcement is sought hereunder bears to the aggregate net worth of all the Guarantors at the date enforcement is sought hereunder, then such Guarantor shall be reimbursed by such other Guarantors for the amount of such excess, pro rata, based on the respective net worths of such other Guarantors at the date enforcement hereunder is sought.

The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

(a)           supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the DIP Obligations, or any part of them, or otherwise modify, amend or change the terms of any promissory note or other agreement, document or instrument (including the other DIP Loan Documents) now or hereafter executed by the Borrowers and delivered to the Guarantied Parties or any of them, including any increase or decrease of principal or the rate of interest thereon;

(b)           waive or otherwise consent to noncompliance with any provision of any instrument evidencing the DIP Obligations, or any part thereof, or any other instrument or agreement in respect of the DIP Obligations (including the other DIP Loan Documents) now or hereafter executed by the Borrowers and delivered to the Guarantied Parties or any of them;

(c)           accept partial payments on the DIP Obligations;

(d)           receive, take and hold additional security or collateral for the payment of the DIP Obligations or any part of them and exchange, enforce, waive, substitute, liquidate, terminate, abandon, fail to perfect, subordinate, transfer, otherwise alter and release any such additional security or collateral;

(e)           settle, release, compromise, collect or otherwise liquidate the DIP Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any security or collateral for the DIP Obligations or any part of them or any other guaranty therefor, in any manner;

(f)           add, release or substitute any one or more other guarantors, makers or endorsers of the DIP Obligations or any part of them and otherwise deal with the Borrowers or any other guarantor, maker or endorser;

(g)           apply to the DIP Obligations any payment or recovery (x) from the Borrowers, from any other guarantor, maker or endorser of the DIP Obligations or any part of them or (y) from any Guarantor in such order as provided herein, in each case whether such DIP Obligations are secured or unsecured or guaranteed or not guaranteed by others;

(h)           apply to the DIP Obligations any payment or recovery from any Guarantor of the DIP Obligations or any sum realized from security furnished by such Guarantor upon its indebtedness or obligations to the Guarantied Parties or any of them, in each case whether or not such indebtedness or obligations relate to the DIP Obligations; and

(i)           refund at any time any payment received by any Guarantied Party in respect of any DIP Obligation, and payment to such Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered (or any release or termination of any Collateral by virtue thereof), and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any Guarantor hereunder in respect of the amount so refunded (and any Collateral so released or terminated shall be reinstated with respect to such obligations);

even if any right of reimbursement or subrogation or other right or remedy of any Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by reason of any judicial, non-judicial or other proceeding in respect of the DIP Obligations that impairs any subrogation, reimbursement or other right of such Guarantor).

Each Guarantor hereby waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

(a)          the invalidity or unenforceability of any of the Borrowers’ obligations under the Amended Credit Agreement or any other DIP Loan Document or any other agreement or instrument relating thereto, or any security for, or other guaranty of the DIP Obligations or any part of them, or the lack of perfection or continuing perfection or failure of priority of any security for the DIP Obligations or any part of them;

(b)          the absence of any attempt to collect the DIP Obligations or any part of them from the Borrowers or other action to enforce the same;

(c)          failure by any Guarantied Party to take any steps to perfect and maintain any Lien on, or to preserve any rights to, any Collateral;

(d)          any Guarantied Party’s election, in any proceeding instituted under chapter 11 of the Bankruptcy Code, of the application of Section 1111(b)(2) of the Bankruptcy Code;

(e)          any borrowing or grant of a Lien by the Borrowers, as debtor-in-possession, or extension of credit, under Section 364 of the Bankruptcy Code;

(f)           the disallowance, under Section 502 of the Bankruptcy Code, of all or any portion of any Guarantied Party’s claim (or claims) for repayment of the DIP Obligations ;

(g)          any use of cash collateral under Section 363 of the Bankruptcy Code;

(h)          any agreement o