AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Amendment No. 3 , dated as of May 19, 2009, among HLI Operating Company, Inc ., a Delaware corporation, Hayes Lemmerz Finance LLC - Luxembourg S.C.A ., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg, Hayes Lemmerz International, Inc ., a Delaware corporation, each DIP Lender party hereto (as defined in the Existing Credit Agreement referred to below), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the DIP Lenders (“ DIP Administrative Agent ”). Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement (defined below).

WHEREAS, the Borrowers and Holdings are party to that Second Amended and Restated Credit Agreement, dated as of May 30, 2007 (as heretofore amended, modified and supplemented, the “ Existing Credit Agreement ”), among the Borrowers, Holdings, the Lenders (the “ Prepetition 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 (“ Prepetition Administrative Agent ”), Deutsche Bank Securities Inc ., as Syndication Agent, CNAI, as Documentation Agent, and Citigroup Global Markets Inc . and Deutsche Bank Securities Inc ., as Joint Book-Running Lead Managers and Joint Lead Arrangers, 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), as further amended by Amendment No. 2 , dated as of May 12, 2009, among the Borrowers, Holdings, each DIP Lender party thereto (as defined in the Existing Credit Agreement), each DIP Lender party thereto (as defined in the Existing Credit Agreement), the DIP Administrative Agent, the DIP Lead Arrangers, the DIP Lead Arrangers and the DIP Documentation Agent; and

Whereas , on May 11, 2009 (the “ Petition Date ”), Holdings, the Borrowers and each other Domestic Subsidiary (together, the “ Debtors ”), each filed a voluntary petition for relief (collectively, the “ Cases ”) under chapter 11 of the Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware (the “ Bankruptcy Court ”); and

Whereas , the Debtors are continuing to operate their respective businesses and manage their respective properties as debtors in possession under sections 1107(a) and 1108 of the Bankruptcy Code; and

Whereas , pursuant to Amendment No 2, the DIP Lenders agreed to provide to the Borrowers (a)(i) a committed senior secured debtor-in-possession new money term loan facility in an aggregate principal amount of up to $80,000,000 and (ii) a committed senior secured debtor-in-possession roll-up loan facility in an aggregate principal amount of up to $80,000,000 and (b)(i) an uncommitted incremental senior secured debtor-in-possession new money term loan facility in an aggregate principal amount of up to $20,000,000 and (ii) an uncommitted incremental senior secured debtor-in-possession roll-up loan facility in an aggregate principal amount of up to $20,000,000, subject to a superpriority claim and lien of the DIP Administrative Agent for the benefit of itself and the DIP Lenders against the Borrowers and the other Debtors; and

Whereas , on May 14, 2009, the Interim Order of the Bankruptcy Court approved the Existing Credit Agreement and the making of the Initial New Money DIP Term Loans in the amount of the Dollar Equivalent of $30,000,000; and

Whereas , Deutsche Bank Securities Inc., as the DIP Lead Arranger, solicited New Money DIP Term Loan Commitments (as defined in the Amended Credit Agreement) from the Prepetition Lenders (as defined in the Amended Credit Agreement), and received offers for New Money DIP Term Loan Commitments from the Prepetition Lenders in the amount of approximately the Dollar Equivalent of $100,000,000, of which $20,000,000 is in excess of the $80,000,000 of New Money Term Loan Commitments that are available under the Existing Agreement (the “ Excess Commitment Offers ”); and

Whereas , the Borrower has requested the DIP Administrative Agent and the New Money DIP Lenders to accept and apply the Excess Commitment Offers as Incremental New Money DIP Term Loan Commitments pursuant to Section 2.3.A of the Existing Credit Agreement on the same terms and conditions as the initial New Money DIP Term Loan Commitments (including, without limitation, the DIP Applicable Margin, the DIP Supplemental Applicable Margin, and the payment of upfront fees) (the “ Excess Commitments Transaction ”); and.

Whereas, in order to implement the Excess Commitments Transaction, pursuant to Section 11.1.A of the Existing Credit Agreement and Section 1 of Amendment No. 2, the Borrowers and the Requisite Supermajority DIP Lenders wish to amend the Existing Credit Agreement subject to the terms and conditions set forth herein, as set forth herein (the Existing Credit Agreement, as so amended, herein being referred to as the “ Amended Credit Agreement ”) and (b) the Amended Credit Agreement shall not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement or evidence payment of all or any of such obligations and liabilities (except as specifically set forth therein); and

Whereas , the Borrowers, the DIP Administrative Agent and Deutsche Bank Trust Company Americas as Depositary and Securities Intermediary for the DIP Lenders (“ DIP Depositary” ) are party to that certain Depositary Agreement, dated as of May 12, 2009 (“ Existing Depositary Agreement ”), among the Borrowers, the DIP Administrative Agent and DIP Depositary; and

Whereas , in order to implement the Excess Commitments Transaction, pursuant to Section 6.1 of the Existing DIP Depositary Agreement the Borrowers, the DIP Administrative Agent and DIP Depositary wish to amend the Existing DIP Depositary Agreement subject to the terms and conditions set forth herein, as set forth herein (the Existing DIP Depositary Agreement as so amended, herein being referred to as the “ Amended DIP Depositary Agreement ”).

Now, Therefore ,   in consideration of the premises and the covenants and obligations contained herein the parties hereto agree as follows:

The Existing Credit Agreement is hereby amended, as set forth below; provided that the amended provisions may be amended, modified, supplemented or waived from time to time as required by the Interim Order or the Final Order (as defined in the amended provisions) or otherwise exclusively in accordance with Section 11.1.A of the Existing Credit Agreement:

(a)            In Section 1.1 of the Existing Credit Agreement, insert the following definitions after the definition of “Amendment No. 2 Effective Date”

“ Amendment No. 3” means Amendment No. 3 to the  Second Amended and Restated Credit Agreement , dated as of May 19, 2009, among the Borrowers, Holdings, each DIP

“ Amendment No. 3 Effective Date” means the date on which Amendment No. 3 becomes effective in accordance with its terms.

(b)            In Section 1.1 of the Existing Credit Agreement, replace clause (i) of the definition of “DIP Intercompany Loan Limits” with the following:

(i) in the case of Intercompany Loans from the U.S. Borrower to the Luxembourg Borrower, the Dollar Equivalent of $17,500,000.

(c)            In Section 1.1 of the Existing Credit Agreement, replace the definition of “Interim Order” with the following:

“ Interim Order ” means that certain order issued by the Bankruptcy Court approving, among other things, this Agreement and the other DIP Loan Documents and the transactions contemplated hereby and thereby on an interim basis and authorizing the incurrence by the Loan Parties of post-petition secured and super-priority Indebtedness in accordance with this Agreement (and each supplemental or revised interim order (including the First Supplemental Interim Order (as that term is defined in Amendment No 3)) issued by the Bankruptcy Court prior to the Final Order Date approving, among other things, Amendment No. 3 and any other amendments, waivers or modifications of this Agreement or the other DIP Loan Documents or the transactions contemplated hereby and thereby), in each case in form and substance satisfactory to the Requisite DIP Lenders in their sole discretion.

(d)            In Section 1.1 of the Existing Credit Agreement, replace the definition of “Net Cash Flow After Restructuring Expenses” with the following:

“Net Cash Flow After Restructuring Expenses” means (A) for Holdings for any period, (a) Consolidated Net Income of Holdings for such period plus (b) the excess, if any, of (i) the Working Capital of Holdings at the beginning of such period over (ii) the Working Capital of Holdings at the end of such period plus (c) non-cash charges and non-cash losses for such period plus (d) cash flow from investing during such period   plus (e) cash flow from financing activities during such period (excluding to the extent included any proceeds of any borrowings or payments or prepayments with respect to the DIP Facilities) minus (f) all costs and expenses paid or accrued by the Obligors during such period in connection with the Cases or restructuring of the Obligors and (B) for the Luxembourg Borrower together with the Foreign Subsidiary Guarantors (other than those formed under the laws of Mexico) for any period, (a) aggregated Net Income of the Luxembourg Borrower and the Foreign Subsidiary Guarantors (other than those formed under the laws of Mexico) for such period pl