AMENDMENT NO. 3, WAIVER AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.21

Amendment No. 3, Waiver and Consent to Amended and Restated Credit Agreement

          This Amendment No. 3, Waiver and Consent dated as of February ___, 2007 (this “ Amendment No. 3 ”), among HLI Operating Company, Inc. , a Delaware corporation (the “ Borrower ”), Hayes Lemmerz International, Inc. , a Delaware corporation (“ Holdings ”), and Citicorp North America, Inc. (“ CNAI ”), as Administrative Agent on behalf of each Lender executing a Lender Consent (as defined below) amends certain provisions of the Amended and Restated Credit Agreement, dated as of April 11, 2005 (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), among the Borrower, Holdings, the Lenders and Issuers (in each case as defined therein) party thereto, CNAI, as Agent for the First Lien Lenders (as defined therein), CNAI, as Agent for the Term C Lenders (as defined therein), CNAI, as Collateral Agent for the Secured Parties, Lehman Commercial Paper Inc ., as Syndication Agent, General Electric Capital Corporation , as Documentation Agent, and Citigroup Global Markets Inc . and Lehman Brothers Inc. , as Joint Book-Running Lead Managers and Joint Lead Arrangers.

WITNESSETH:

           Whereas, the Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement;

           Whereas , the Borrower and the Administrative Agent wish to enter into this Amendment for the purpose of giving effect to such modifications in each case as more particularly set forth herein;

           Whereas, the Borrower desires to enter into the assets sale transaction described on Annex A hereto (the “Specified Transaction ”) and has requested that the Administrative Agent and the Requisite Lenders consent to the Specified Transaction;

           Whereas , pursuant to Section 11.1(a) (Amendments, Waivers, Etc.) of the Credit Agreement, the consent of the Requisite Lenders is required to effect the amendments set forth herein;

           Whereas , the Lenders party to the Lenders’ Consent (constituting the Requisite Lenders) and the Administrative Agent agree, subject to the limitations and conditions set forth herein, to (a) consent to the Specified Transaction and (b) amend the Credit Agreement as set forth herein;

           Now, Therefore, in consideration of the above premises, the Borrower and the Administrative Agent, at the direction of the Lenders constituting the Requisite Lenders, agree as follows:

ARTICLE I
DEFINITIONS

           Section 1.1 Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to such terms in the Credit Agreement.

ARTICLE II
CONSENT AND WAIVER

          Effective as of the Amendment Effective Date and subject the satisfaction (or due waiver) of the conditions set forth in Article IV (Conditions Precedent to the Effectiveness of this Amendment No. 3) hereof, the Lenders party to the Lenders’ Consent, constituting the Requisite Lenders, and the Administrative Agent hereby consent to the Specified Transaction described on Annex A and agree that the Specified Transaction shall not constitute an “Asset Sale” for purposes of (i) the obligation in Section 2.10 (Mandatory Prepayment) of the Credit Agreement and (ii) limitations in Section 8.4 (Sale of Assets) of the Credit Agreement.

ARTICLE III
AMENDMENT TO ARTICLE VIII (NEGATIVE COVENANTS)

           Clause (c) of Section 8.6 (Prepayment and Cancellation of Indebtedness) of the Credit Agreement shall be amended by (a) deleting the word “and” immediately before subclause (xi) thereof and (b) at the end of clause (c) (but before the period therein), inserting the following as a new subclause (xii) thereof:

          “, and (xii) convert any Senior Notes to common Stock of Holdings”

ARTICLE IV
CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT NO. 3

           Section 4.1 Effectiveness . This Amendment No. 3 shall become effective, on the date each of the following conditions precedent is satisfied or duly waived by the Requisite Lenders (the “ Amendment Effective Date” ):

          (a) Documentation . The Administrative Agent shall have received on or prior to the Amendment Effective Date each of the following, each dated the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:

          (i) this Amendment No. 3 executed by the Borrower and Holdings;

          (ii) the Consent and Agreement in the form attached hereto as Exhibit A , executed by each of the Guarantors;

          (iii) Acknowledgment and Consents, in the form set forth hereto as Exhibit B (each, a “ Lender Consent ”), executed by the Lenders constituting the Requisite Lenders; and

          (iv) such additional documentation as the Administrative Agent may reasonably require.

          (b) Fees and Expenses . The Borrower shall have paid:

          (i) unless otherwise agreed by the Administrative Agent, all outstanding fees, costs and expenses owing to the Administrative Agent, including the reasonable fees, expenses and disbursements of all legal counsel for the Administrative Agent; and

          (ii) the legal fees set forth on Annex B hereto.

ARTICLE V
MISCELLANEOUS

           Section 5.1 Subsidiary Guarantors . The Borrower hereby represents and warrants to the Administrative Agent and the Lenders that as of the date hereof