SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Amendment No. 2, dated as of May 12, 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 Lender (as defined in the Existing Credit Agreement referred to below) party thereto, each DIP Lender (as defined in the Amended Credit Agreement referred to below), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the DIP Lenders (“ DIP Administrative Agent ”) and Deutsche Bank Securities Inc. and General Electric Capital Corporation, as Joint Book-Running Lead Managers, Joint Lead Arrangers and Joint Syndication Agents with respect to the DIP Facility referred to therein and Deutsche Bank Securities Inc., as Documentation Agent with respect to the DIP Facilities referred to therein. 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); and

WHEREAS, (a) the Borrowers and Holdings 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, 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, the Existing Credit Agreement made available to the Borrowers (a) a revolving credit facility in Euros and Dollars, in the aggregate principal amount of up to the Dollar Equivalent of $125,000,000, (b) a term loan facility made available to the Luxembourg Borrower in Euros, in an aggregate principal amount of up to €260,000,000 and (c) a synthetic letter of credit facility made available to the Borrowers in an amount of up to €15,000,000; and

WHEREAS, as of the date hereof, (i) amounts have been made available to the Borrowers under the Existing Credit Agreement and €254,800,000 of  Term Loans and $125,000,000 of Revolving Loans are outstanding, (ii) the entire aggregate amount of the Synthetic L/C Commitments have been funded in full, and (iii) an Event of Default has occurred and is continuing under Section 9.1(f) of the Existing Credit Agreement and, as a result, all Prepetition Loans have automatically become due and payable pursuant to Section 9.2 (Remedies) of the Existing Credit Agreement; and

WHEREAS, the Borrowers desire, among other things, to amend the Existing Credit Agreement to establish (a) a senior secured debtor-in-possession new money term loan facility in an aggregate principal amount of up to $80,000,000 and (b) a senior secured debtor-in-possession roll-up loan facility in an aggregate principal amount of up to $80,000,000, 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.

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, and the amended provisions are hereby restated, as set forth in Exhibit A ; 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 amended provisions.

This Amendment No. 2 shall become effective as of the date first written above when, and only when, each of the following conditions precedent shall have been satisfied (the “ Amendment No. 2 Effective Date ”) or duly waived by the DIP Administrative Agent:

(a)            Certain Documents. The DIP Administrative Agent shall have received each of the following, each dated the Amendment No. 2 Effective Date (unless otherwise agreed by the DIP Administrative Agent), in form and substance satisfactory to the DIP Administrative Agent:

(i)              this Amendment No. 2, executed (on the signature pa