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                                                                     EXHIBIT 1.1




                        HAYES LEMMERZ INTERNATIONAL, INC.
                                  $250,000,000
                    8 1/4% Senior Subordinated Notes due 2008

                               PURCHASE AGREEMENT


                                                                December 7, 1998


CIBC OPPENHEIMER CORP.
MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED
CREDIT SUISSE FIRST BOSTON CORPORATION
c/o CIBC Oppenheimer Corp.
425 Lexington Avenue
3rd Floor
New York, New York  10017

Ladies and Gentlemen:

                  Hayes Lemmerz International, Inc., a Delaware corporation (the
"Company"), and each of the Company's subsidiaries listed in Exhibit A hereto
(each, a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors"
and, together with the Company, the "Issuers") hereby confirm their agreement
with you (the "Initial Purchasers"), as set forth below.

1.       The Securities. Subject to the terms and conditions herein contained,
         the Company proposes to issue and sell to the Initial Purchasers
         $250,000,000 aggregate principal amount of its 8 1/4% Senior
         Subordinated Notes due 2008 (the "Notes"). The obligations of the
         Company under the Indenture (as hereinafter defined) and the Notes will
         be unconditionally guaranteed (the "Guarantees"), on a joint and
         several basis, by each Subsidiary Guarantor. The Notes and the
         Guarantees are to be issued pursuant to the Indenture (the
         "Indenture"), to be dated December 14, 1998, among the Company, The
         Bank of New York, a New York corporation, as trustee (the "Trustee"),
         and the Subsidiary Guarantors. The Notes and the Guarantees are
         hereinafter referred to collectively as the "Securities."

                  The sale of the Securities to the Initial Purchasers (the
"Offering") will be made without registration of the Securities under the
Securities Act of 1933, as amended (the "Act") and the rules and regulations of
the Securities and Exchange Commission (the "Commission") thereunder, in
reliance upon the




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exemption therefrom provided by Section 4(2) of the Act. Holders of the
Securities will have the benefits of a Registration Rights Agreement to be dated
as of December 14, 1998 among the Issuers and the Initial Purchasers (the
"Registration Rights Agreement").

                  In connection with the sale of the Securities, the Company has
prepared an offering memorandum dated December 7, 1998 (including information
incorporated by reference therein, the "Memorandum") setting forth or including
a description of the terms of the Securities, the terms of the Offering, a
description of the Company and any material developments relating to the Company
occurring after the date of the most recent financial statements included
therein.

                  The Securities are being issued and sold in connection with
the repayment of certain indebtedness outstanding under the Company's senior
secured loan facility (as amended, the "Amended Credit Agreement") among the
Company, Canadian Imperial Bank of Commerce, as administrative agent, Merrill
Capital Corporation, as documentation agent, and the other financial
institutions party thereto, as lenders.

                  This Agreement, the Securities, the Exchange Notes (as defined
in the Registration Rights Agreement), the Private Exchange Notes (as defined in
the Registration Rights Agreement), the Registration Rights Agreement and the
Indenture are herein collectively referred to as the "Offering Documents."

2.       Representations and Warranties of the Issuers. The Issuers, jointly and
         severally, represent and warrant to and agree with the Initial
         Purchasers that:

                  (a) The Memorandum, as of its date and at the Closing Date (as
         defined in Section 3 hereof), did not and 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, except that
         the representations and warranties set forth in this Section 2(a) do
         not apply to statements or omissions that are made in reliance upon and
         in conformity with information relating to the Initial Purchasers
         furnished to the Company in writing by the Initial Purchasers expressly
         for use in the Memorandum or any amendment or supplement thereto, which
         information is set forth in Section 15.

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                  (b) Each of the Issuers and the Subsidiaries (as hereinafter
         defined) that is a corporation organized under the laws of a
         jurisdiction of the United States has been and at the Closing Date will
         be duly incorporated and each of the Issuers and each Subsidiary that
         is a corporation organized under the laws of a jurisdiction of the
         United States is and at the Closing Date will be validly existing in
         good standing as a corporation under the laws of its jurisdiction of
         incorporation, with the requisite corporate power and authority to own
         its properties and conduct its business as now conducted as described
         in the Memorandum, is and at the Closing Date will be duly qualified to
         do business as a foreign corporation in good standing in all other
         jurisdictions where the ownership or leasing of its properties or the
         conduct of its business requires such qualification, except where the
         failure to be so qualified would not, individually or in the aggregate,
         have a material adverse effect on the business, condition (financial or
         other) or results of operations of any of the Issuers and the
         Subsidiaries, taken as a whole (any such event a "Material Adverse
         Effect"); each of the Issuers and the Subsidiaries that is not a
         corporation organized under the laws of a jurisdiction of the United
         States, has been and at the Closing Date will be duly organized and
         validly existing under the laws of the jurisdiction in which it is so
         organized, with the requisite power and authority to own its properties
         and conduct its business as now conducted and as described in the
         Memorandum; the Company had as of the date specified therein the
         authorized, issued and outstanding capitalization set forth in the
         Memorandum; except as set forth in Exhibit B hereto and for the
         Subsidiary Guarantors (collectively, the "Subsidiaries"), the Company
         does not have any subsidiaries or own directly or indirectly any of the
         capital stock or other equity securities of any other person; all of
         the outstanding shares of capital stock of the Issuers and the
         Subsidiaries have been, duly authorized and validly issued, are fully
         paid and nonassessable and were not issued in violation of any
         preemptive or similar rights and, in the case of the Subsidiary
         Guarantors and the Subsidiaries, except in connection with the Amended
         Credit Agreement, are owned free and clear of all liens, encumbrances,
         equities and restrictions on transferability (other than those imposed
         by the Act and the state securities or "Blue Sky" laws).

                  (c) Each of the Issuers has the required corporate power and
         authority to execute, deliver and perform its





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         obligations under the Indenture, the Securities, the Exchange Notes and
         the Private Exchange Notes. The Securities, the Exchange Notes, the
         Private Exchange Notes and the guarantees to be endorsed thereon have
         each been duly and validly authorized by each of the Issuers for
         issuance and, when executed by the Issuers and authenticated by the
         Trustee in accordance with the provisions of the Indenture and, in the
         case of the Securities, delivered to and paid for by the Initial
         Purchasers in accordance with the terms hereof, will have been duly
         executed, issued and delivered and will constitute valid and legally
         binding obligations of the Issuers, entitled to the benefits of the
         Indenture and enforceable against the Issuers in accordance with their
         terms except that the enforcement thereof may be limited by (i)
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws now or hereafter in effect relating to or affecting creditors'
         rights generally and (ii) general principles of equity (regardless of
         whether such enforcement is considered in a proceeding at law or in
         equity); each of the Issuers has all requisite corporate power and
         authority to execute, deliver and perform its obligations under the
         Indenture, the Securities, the Exchange Notes and the Private Exchange
         Notes, and the Indenture has been duly and validly authorized by the
         Issuers and is in a form to be qualified under the Trust Indenture Act
         of 1939, as amended (the "TIA") and, when executed and delivered by the
         Issuers (assuming the due authorization, execution and delivery by the
         Trustee), will constitute a valid and legally binding agreement of the
         Issuers, enforceable against the Issuers in accordance with its terms
         except that (a) the enforcement thereof may be limited by (i)
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws now or hereafter in effect relating to or affecting creditors'
         rights generally and (ii) general principles of equity (regardless of
         whether such enforcement is considered in a proceeding at law or in
         equity) and (b) the waiver contained in Section 4.03 of the Indenture
         may be deemed unenforceable.

                  (d) Each of the Issuers has the requisite corporate power and
         authority to execute, deliver and perform its obligations under the
         Registration Rights Agreement. The Registration Rights Agreement has
         been duly and validly authorized by the Issuers and, when executed and
         delivered by the Issuers (assuming the due authorization, execution and
         delivery by the Initial Purchasers), will constitute a valid and
         legally binding agreement of the Issuers, enforceable against the
         Issuers in accordance with its terms



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         except (i) that the enforcement thereof may be limited by (a)
         bankruptcy, insolvency, reorganization, moratorium or other similar
         laws now or hereafter in effect relating to or affecting creditors'
         rights generally and (b) general principles of equity (regardless of
         whether such enforcement is considered in a proceeding at law or in
         equity) and (ii) as any rights to indemnity or contribution thereunder
         may be limited by federal and state securities laws and public policy
         considerations.

                  (e) Each of the Issuers has the requisite corporate power and
         authority to execute, deliver and perform its obligations under this
         Agreement. This Agreement has been duly and validly authorized by the
         Issuers and, when executed and delivered by the Issuers, will
         constitute a valid and legally binding agreement of the Issuers,
         enforceable against the Issuers in accordance with its terms except (i)
         that the enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to or affecting creditors' rights generally or general
         principles of equity (regardless of whether such enforcement is
         considered in a proceeding at law or in equity) and (ii) as any rights
         to indemnity or contribution hereunder may be limited by federal and
         state securities laws and public policy considerations.

                  (f) Except as set forth in the Memorandum, no consent,
         approval, authorization or order of any court or governmental agency or
         body is required for the performance of any of the Offering Documents
         by the Issuers or, to the extent each is or will be a party thereto, or
         for the consummation by the Issuers of any of the transactions
         contemplated thereby, except for such consents, approvals,
         authorizations or orders as have been obtained or made or as may be
         required under the Act and the TIA (with respect to the transactions
         contemplated by the Registration Rights Agreement) or as may be
         required under state securities or "Blue Sky" laws in connection with
         the purchase and distribution of the Securities by the Initial
         Purchasers; and none of the Issuers is (i) in violation of its
         certificate of incorporation or bylaws, (ii) in violation of any
         statute, judgment, decree, order, rule or regulation applicable to it
         or any of its properties or assets, which violation would, individually
         or in the aggregate, have a Material Adverse Effect, or (iii) in
         default in the performance or observance of any obligation, agreement,
         covenant or condition contained in any of the Offering




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         Documents or any other contract, indenture, mortgage, deed of trust,
         loan agreement, note, lease, license, franchise agreement, permit,
         certificate or agreement or instrument to which it is a party or to
         which it is subject, which default would, individually or in the
         aggregate, have a Material Adverse Effect.

                  (g) The execution, delivery and performance by the Issuers of
         each of the Offering Documents to which it is a party, and the
         consummation by the Issuers of the transactions contemplated thereby
         and the fulfillment of the terms thereof, will not violate, conflict
         with or constitute or result in a breach of or a default under (or an
         event that, with notice or lapse of time, or both, would constitute a
         breach of or a default under) any of (a) the terms or provisions of any
         indenture, mortgage, deed of trust, loan agreement, note, lease,
         license, franchise agreement, or agreement or instrument to which any
         of the Issuers or the Subsidiaries is a party or to which any of their
         respective properties or assets are subject, which violation, conflict,
         breach or default would, individually or in the aggregate, have a
         Material Adverse Effect, (b) the certificate of incorporation or bylaws
         of any of the Issuers or the Subsidiaries or (c) (assuming compliance
         with all applicable Federal and state securities and "Blue Sky" laws)
         any statute, judgment, decree, order, rule or regulation of any court
         or governmental agency or other body applicable to the Issuers or the
         Subsidiaries or any of their respective properties or assets, which
         violation, conflict, breach or default would, individually or in the
         aggregate, have a Material Adverse Effect.

                  (h) The audited consolidated financial statements and
         schedules of the Company included in the Memorandum present fairly the
         consolidated financial position, results of operations and cash flows
         of the Company, at the dates and for the periods to which they relate
         and have been prepared in accordance with generally accepted accounting
         principles applied on a consistent basis, except as otherwise stated
         therein; the unaudited consolidated financial statements and the
         related notes of the Company included in the Memorandum present fairly
         the consolidated financial position, results of operations and cash
         flows of the Company at the dates and for the periods to which they
         relate, subject to year-end audit adjustments, and have been prepared
         in accordance with generally accepted accounting principles applied on
         a consistent basis except as otherwise stated therein and have been
         prepared on a



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         basis substantially consistent with that of the audited financial
         statements referred to above except as otherwise stated therein; to the
         best knowledge of the Company, after due inquiry, the summary financial
         and statistical data included in the Memorandum present fairly the
         information shown therein and have been prepared and compiled on a
         basis consistent with the audited and unaudited financial statements
         included therein, except as otherwise stated therein; and KPMG Peat
         Marwick LLP, which has examined certain of such financial statements
         and schedules as set forth in their reports included in the Memorandum,
         is an independent public accounting firm as required by the Act.

                  (i) To the best knowledge of the Issuers, after due inquiry,
         the audited consolidated financial statements and schedules of CMI
         International, Inc. ("CMI") included in the Memorandum present fairly
         the consolidated financial position, results of operations and cash
         flows of CMI, at the dates and for the periods to which they relate and
         have been prepared in accordance with generally accepted accounting
         principles applied on a consistent basis, except as otherwise stated
         therein; to the best knowledge of the Issuers, after due inquiry, the
         unaudited consolidated financial statements and the related notes of
         CMI included in the Memorandum present fairly the consolidated
         financial position, results of operations and cash flows of CMI at the
         dates and for the periods to which they relate, subject to year-end
         audit adjustments, and have been prepared in accordance with generally
         accepted accounting principles applied on a consistent basis except as
         otherwise stated therein and have been prepared on a basis
         substantially consistent with that of the audited financial statements
         referred to above except as otherwise stated therein; and Ciulla, Smith
         & Dale LLP which has examined certain of such financial statements and
         schedules as set forth in their reports included in the Memorandum, is
         an independent public accounting firm as required by the Act.

                  (j) (i) The pro forma financial statements and other pro forma
         financial information (including the notes thereto) included in the
         Memorandum (A) have been prepared in accordance with applicable
         requirements of Rule 11-02 of Regulation S-X promulgated under the Act
         and (B) have been properly computed on the bases described therein;
         (ii) the assumptions used in the preparation of the pro forma financial
         statements and other pro forma financial information included in the
         Memorandum are reasonable and


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         the adjustments used therein are appropriate to give effect to the
         transactions or circumstances referred to therein.

                  (k) Except as described in the Memorandum, there is not
         pending or, to the best knowledge of the Issuers, threatened, any
         action, suit, proceeding, inquiry or investigation, governmental or
         otherwise, to which any of the Issuers or the Subsidiaries is a party,
         or to which their respective properties or assets are subject, before
         or brought by any court, arbitrator or governmental agency or body,
         that, if determined adversely to the Issuers or the Subsidiaries,
         would, individually or in the aggregate, have a Material Adverse Effect
         or that seeks to restrain, enjoin, prevent the consummation of or
         otherwise challenge the issuance or sale of the Securities to be sold
         hereunder or the use of proceeds thereof.

                  (l) The Issuers and the Subsidiaries possess adequate licenses
         or other rights to use all patents, trademarks, service marks, trade
         names, copyrights and know-how (i) that are necessary to conduct their
         business as described in the Memorandum and (ii) the loss of which
         would, individually or in the aggregate, have a Material Adverse
         Effect.

                  (m) None of the Issuers or the Subsidiaries has received any
         notice of infringement of or conflict with (or knows of any such
         infringement of or conflict with) asserted rights of others with
         respect to any patents, trademarks, service marks, trade names,
         copyrights or know-how that, if such assertion of infringement or
         conflict were sustained, would, individually or in the aggregate, have
         a Material Adverse Effect.

                  (n) Each of the Issuers and the Subsidiaries has obtained all
         licenses, permits, franchises and other governmental authorizations,
         the lack of which would, individually or in the aggregate, have a
         Material Adverse Effect.

                  (o) Subsequent to the respective dates as of which information
         is given in the Memorandum and except as described therein, (i) the
         Issuers and the Subsidiaries have not incurred any material liabilities
         or obligations, direct or contingent, or entered into any material
         transactions, in either case whether or not in the ordinary course of
         business, and (ii) the Company has not purchased any its outstanding
         capital stock, or declared, paid or


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         otherwise made any dividend or distribution of any kind on any of their
         respective capital stock or otherwise.

                  (p) None of the Issuers or the Subsidiaries has taken or will
         take any action that would cause this Agreement or the issuance or sale
         of the Securities to violate Regulation T, U or X of the Board of
         Governors of the Federal Reserve System, in each case as in effect, or
         as the same may hereafter be in effect, on the Closing Date.

                  (q) Each of the Issuers and the Subsidiaries has good and
         marketable title to all real property described in the Memorandum as
         being owned by it and good and marketable title to the leasehold estate
         in the real property described therein as being leased by it, free and
         clear of all liens, charges, encumbrances or restrictions, except, in
         each case, as described in the Memorandum or such as would not,
         individually or in the aggregate, have a Material Adverse Effect.

                  (r) Each of the Issuers and the Subsidiaries has filed all
         necessary federal, state and foreign income and franchise tax returns,
         except where the failure to so file such returns would not,
         individually or in the aggregate, have a Material Adverse Effect; and,
         other than taxes due thereon or tax deficiencies which any Issuer or
         Subsidiary reasonably believe that it has provided adequate reserves,
         has paid all taxes due thereon and there is no tax deficiency that has
         been asserted against any Issuer or Subsidiary that would, individually
         or in the aggregate, have a Material Adverse Effect.

                  (s) Intentionally omitted.

                  (t) Assuming the accuracy of the Initial Purchasers'
         representations and warranties set forth in Section 5 hereof, and the
         due performance by the Initial Purchasers of the covenants and
         agreements set forth in Section 5 hereof, the offer and sale of the
         Securities to the Initial Purchasers in the manner contemplated by this
         Agreement and the Memorandum does not require registration under the
         Act and the Indenture does not require qualification under the TIA.

                  (u) No securities of the Company or any of its Subsidiaries
         are (i) of the same class (within the meaning of Rule 144A under the
         Act) as the Securities and (ii) listed on a national securities
         exchange registered under Section


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         6 of the Securities Exchange Act of 1934, as amended (the "Exchange
         Act"), or quoted in a U.S. automated interdealer quotation system.

                  (v) Except as disclosed in the Memorandum and except as would
         not individually or in the aggregate have a Material Adverse Effect,
         (A) each of the Issuers and the Subsidiaries is in compliance with all
         applicable Environmental Laws, (B) each of the Issuers and the
         Subsidiaries has made all filings and provided all notices required
         under any applicable Environmental Law, and has all permits,
         authorizations and approvals required under any applicable
         Environmental Laws and is in compliance with their requirements, (C)
         there are no pending or, to the best knowledge of the Issuers, after
         due inquiry, threatened Environmental Claims against any of the Issuers
         or the Subsidiaries and (D) none of the Issuers or the Subsidiaries has
         knowledge of any circumstances with respect to any of their respective
         properties or operations that could reasonably be anticipated to form
         the basis of an Environmental Claim against any of them or any of their
         subsidiaries or any of their respective properties or operations and
         the business operations relating thereto which Environmental Claims
         would, individually or in the aggregate, have a Material Adverse
         Effect.

                  For purposes of this Agreement, the following terms shall have
         the following meanings: "Environmental Law" means any federal, state,
         local or municipal statute, law, rule, regulation, ordinance, code or
         rule and any judicial or administrative interpretation thereof,
         including any judicial or administrative order, consent decree or
         judgment binding on any of the Issuers or the Subsidiaries relating to
         pollution or protection of the environment or health or safety or any
         chemical, material or substance that is subject to regulation
         thereunder. "Environmental Claims" means any and all administrative,
         regulatory or judicial actions, suits, demands, demand letters, claims,
         written notices of responsibility, information requests, liens, written
         notices of noncompliance or violation, investigations or proceedings
         relating in any way to any Environmental Law.

                  (w) None of the Issuers or the Subsidiaries is required to
         register as an "investment company" or a company "controlled by" an
         "investment company" within the meaning of the Investment Company Act
         of 1940, as amended.
<PAGE>   11


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                  (x) Except as stated in the Memorandum, none of the Issuers or
         the Subsidiaries or any of their directors, officers or controlling
         persons, has taken, directly or indirectly, any action designed, or
         that might reasonably be expected, to cause or result, under the Act or
         otherwise, in, or that has constituted, stabilization or manipulation
         of the price of any security of any Issuer to facilitate the sale or
         resale of the Securities (it being understood that no representation or
         warranty is made as to any actions by the Initial Purchasers).

                  (y) None of the Issuers or the Subsidiaries or any of their
         directors, officers or controlling persons has offered for sale or
         solicited offers to buy the Notes by means of any form of general
         solicitation or general advertising (as those terms are used in
         Regulation D under the Act), whether in writing, orally, or
         electronically, or in any manner involving a public offering within the
         meaning of Section 4(2) of the Act; provided however that for purposes
         of this representation, we assume that the press release of the Company
         entitled "Hayes Lemmerz Announces $200 million offering of Senior
         Subordinated Notes," dated December 4, 1998 does not constitute general
         solicitation (as such term is used in Regulation D under the Act).

3.       Purchase, Sale and Delivery of the Securities. On the basis of the
         representations, warranties, agreements and covenants herein contained
         and subject to the terms and conditions herein set forth, the Issuers
         agree to issue and sell to the Initial Purchasers, and each of the
         Initial Purchasers severally agrees to purchase from the Issuers, at
         98% of their principal amount, the respective aggregate principal
         amounts of the Securities set forth opposite their respective names on
         Exhibit C hereto. The obligations of the Initial Purchasers under this
         Agreement are several and not joint. One or more certificates in
         definitive form for the Securities that the Initial Purchasers have
         agreed to purchase hereunder, and in such denomination or denominations
         and registered in such name or names as each Initial Purchaser requests
         upon notice to the Company at least 48 hours prior to the Closing Date,
         shall be delivered by or on behalf of the Company, against payment by
         or on behalf of the Initial Purchasers of the purchase price therefor
         by wire transfer of immediately available funds net of the overnight
         cost of such funds to the account of the Company previously designated
         by it in writing. Such delivery of and payment for the Securities




<PAGE>   12
                                      -12-



         shall be made at the offices of Cahill Gordon & Reindel, 80 Pine
         Street, New York, New York 10005, at 9:00 a.m., New York time, on
         December 14, 1998, or at such date as the Initial Purchasers and the
         Company may agree upon, such time and date of delivery against payment
         being herein referred to as the "Closing Date." The Company will make
         such certificate or certificates for the Securities available for
         checking and packaging by the Initial Purchasers at the offices in New
         York, New York of CIBC Oppenheimer Corp. at least 24 hours prior to the
         Closing Date.

4.       Registration Rights of Holders of Securities. The Initial Purchasers
         and their direct and indirect transferees of the Securities will have
         such rights with respect to the registration thereof under the Act and
         qualification of the Indenture under the TIA as are set forth in the
         Registration Rights Agreement.

5.       Resale of Securities. Each Initial Purchaser represents and warrants
         to, and agrees with, the Company that (a) it is a "qualified
         institutional buyer" as defined in Rule 144A under the Act ("QIB"); (b)
         it has not and will not, directly or indirectly, solicit offers for, or
         offer or sell, the Securities by any form of general solicitation or
         general advertising (as those terms are used in Regulation D under the
         Act), whether in writing, orally, or electronically, or in any manner
         involving a public offering within the meaning of Section 4(2) of the
         Act; and (c) it has and will solicit offers for the Securities only
         from, and will offer, sell and deliver the Securities only to persons
         who are QIBs as described and set forth on Schedule A hereto.

6.       Certain Covenants. The Issuers, jointly and severally, covenant and
         agree with the Initial Purchasers that:

                  (a) None of the Issuers will amend or supplement the
         Memorandum or any amendment or supplement thereto of which the Initial
         Purchasers shall not previously have been advised and furnished a copy
         for a reasonable period of time prior to the proposed amendment or
         supplement and as to which the Initial Purchasers or counsel for the
         Initial Purchasers shall reasonably object. The Issuers will promptly,
         upon the reasonable request of the Initial Purchasers or counsel to the
         Initial Purchasers, make any amendments or supplements to the
         Memorandum that may be

<PAGE>   13
                                      -13-




         reasonably necessary or advisable in connection with the resale of the
         Securities by the Initial Purchasers.

                  (b) The Issuers will cooperate with the Initial Purchasers in
         arranging for the qualification of the Securities for offering and sale
         under the securities or "Blue Sky" laws of such jurisdictions as the
         Initial Purchasers may designate and will continue such qualifications
         in effect for as long as may be necessary to complete the distribution
         of the Securities by the Initial Purchasers; provided, however, that in
         connection therewith none of the Issuers shall be required to qualify
         as a foreign corporation or to execute a general consent to service of
         process in any jurisdiction or to take any other action that would
         subject it to general service of process or to taxation in respect of
         doing business in any jurisdiction in which it is not otherwise
         subject.

                  (c) If, at any time prior to the completion of the
         distribution by the Initial Purchasers of the Securities or, if issued,
         the Private Exchange Notes, any event occurs or information becomes
         known as a result of which the Memorandum as then amended or
         supplemented would include any untrue statement of a material fact, or
         omit to state a material fact necessary to make the statements therein,
         in the light of the circumstances under which they were made, not
         misleading, or if for any other reason it is necessary at any time to
         amend or supplement the Memorandum to comply with applicable law, the
         Issuers will promptly notify the Initial Purchasers thereof (who
         thereafter will not use such Memorandum until appropriately amended or
         supplemented) and will prepare, at the expense of the Issuers, an
         amendment or supplement to the Memorandum that corrects such statement
         or omission or effects such compliance.

                  (d) The Company will, without charge, provide to each Initial
         Purchaser and to counsel to the Initial Purchasers as many copies of
         the Memorandum or any amendment or supplement thereto as the Initial
         Purchasers may reasonably request.

                  (e) During the period of three years from the Closing Date,
         the Company will furnish to the Initial Purchasers (a) as soon as
         available, a copy of each report and other communication (financial or
         otherwise) of the Company mailed to the Trustee or the holders of the
         Securities, stockholders or filed with the Commission or any na-


<PAGE>   14
                                      -14-




         tional securities exchange on which any class of securities of the
         Company may be listed and (b) from time to time such other information
         concerning the Company as you may reasonably request.

                  (f) If this Agreement shall terminate or shall be terminated
         after execution pursuant to any provisions hereof (other than solely by
         reason of a default by the Initial Purchasers of their obligations
         hereunder after all conditions hereunder have been satisfied in
         accordance herewith) or if this Agreement shall be terminated by the
         Initial Purchasers because of any failure or refusal on the part of the
         Issuers to comply with the terms or fulfill any of the conditions of
         this Agreement, the Company agrees to reimburse you for all reasonable
         out-of-pocket expenses (including fees and expenses of counsel for the
         Initial Purchasers) incurred by you in connection herewith.

                  (g) The Company will apply the net proceeds from the sale of
         the Securities as set forth under "Use of Proceeds" in the Memorandum.

                  (h) Prior to the Closing Date, the Company will furnish to the
         Initial Purchasers, as soon as they have been prepared by or are
         available to the Company, a copy of any unaudited interim consolidated
         financial statements of the Company or CMI for any period subsequent to
         the period covered by the most recent financial statements appearing in
         the Memorandum.

                  (i) None of the Issuers or any of their respective Affiliates
         will sell, offer for sale or solicit offers to buy or otherwise
         negotiate in respect of any "security" (as defined in the Act) which
         could be integrated with the sale of the Securities in a manner which
         would require the registration under the Act of the Securities.

                  (j) On or subsequent to the date hereof, the Issuers will not,
         and will not permit any of the Subsidiaries to, solicit any offer to
         buy or offer to sell the Securities by means of any form of general
         solicitation or general advertising (as those terms are used in
         Regulation D under the Act), whether in writing, orally, or
         electronically, or in any manner involving a public offering within the
         meaning of Section 4(2) of the Act.




<PAGE>   15
                                      -15-




                  (k) For so long as any of the Securities remain outstanding
         and are "restricted securities" within the meaning of Rule 144(a)(3)
         under the Act and not able to be sold in their entirety under Rule 144
         under the Act (or any successor provision), the Company will make
         available, upon request, to any seller of such Securities the
         information specified in Rule 144A(d)(4) under the Act, unless the
         Company is then subject to Section 13 or 15(d) of the Exchange Act.

                  (l) The Issuers will use their best efforts to (i) permit the
         Securities to be included for quotation on the Private Offering,
         Resales, and Trading through Automated Linkages Market ("PORTAL") and
         (ii) permit the Securities to be eligible for clearance and settlement
         through The Depository Trust Company ("DTC").

7.       Expenses. Notwithstanding any termination of this Agreement (pursuant
         to Section 11 or otherwise), the Company agrees to pay the following
         costs and expenses and all other costs and expenses incident to the
         performance by the Issuers of their obligations hereunder: (i) the
         preparation, printing or reproduction of the Memorandum, (including
         financial statements) and each amendment or supplement to it; (ii) the
         printing (or reproduction) and delivery (including postage, air freight
         charges and charges for counting and packaging) of such copies of the
         Memorandum and all amendments or supplements to it as may be reasonably
         requested for use in connection with the offering and sale of the
         Securities; (iii) the preparation, printing, authentication, issuance
         and delivery of certificates for the Securities, including any stamp
         taxes in connection with the original issuance and sale of the
         Securities and trustees' fees; (iv) the reproduction and delivery of
         this Agreement, the preliminary and supplemental "Blue Sky" memoranda,
         including filing fees and reasonable fees and disbursements of Cahill
         Gordon & Reindel, counsel to the Initial Purchasers, relating thereto,
         and all other agreements or documents reproduced and delivered in
         connection with the offering of the Securities; (v) the registration or
         qualification of the Securities for offer and sale under the securities
         or Blue Sky laws of the several states (including the reasonable fees,
         expenses and disbursements of counsel to the Initial Purchasers
         relating to such registration and qualification); (vi) the
         transportation and other expenses incurred by or on behalf of Company
         representatives in connection with presentations to prospective
         purchasers of the Securities; (vii) the


<PAGE>   16
                                      -16-





         fees and expenses of the Company's accountants and the fees and
         expenses of counsel (including local and special counsel) for the
         Issuers; (viii) fees and expenses of the Trustee including fees and
         expenses of its counsel; and (ix) any fees charged by investment rating
         agencies for the rating of the Securities.

8.       Conditions of the Initial Purchasers' Obligations. The several
         obligations of the Initial Purchasers to purchase and pay for the
         Securities are subject to the accuracy of the representations and
         warranties contained herein, to the performance by the Issuers of their
         respective covenants and agreements hereunder and to the following
         additional conditions unless waived in writing by the Initial
         Purchasers:

                    (i) None of the issuance and sale of the Securities pursuant
         to this Agreement or any other transactions contemplated by any of the
         Offering Documents or the Memorandum shall be enjoined (temporarily or
         permanently) and no restraining order or other injunctive order shall
         have been issued; and there shall not have been any legal action,
         order, decree or other administrative proceeding instituted or
         threatened against any of the Issuers or against you relating to the
         issuance of the Securities or the Initial Purchasers' activities in
         connection therewith, or any other transaction contemplated by any of
         the Offering Documents or the Memorandum.

                   (ii) Subsequent to the effective date of this Agreement and
         prior to the Closing Date, there shall not have occurred (i) any
         change, or any development involving a prospective change, in or
         affecting the condition (financial or other), business, properties,
         prospects, net worth or results of operations of the Issuers and the
         Subsidiaries, which taken as a whole, not contemplated by the
         Memorandum that, in your opinion, would materially adversely affect the
         market for the Securities, or (ii) any event or development relating to
         or involving any of the Issuers, the Subsidiaries or any of the
         respective officers or directors of the Issuers or the Subsidiaries
         that makes any statement made in the Memorandum untrue or that, in the
         opinion of the Issuers and their counsel or the Initial Purchasers and
         their counsel, requires the making of any addition to or change in the
         Memorandum in order to state a material fact necessary in order to make
         the statements made therein not misleading or to comply with law.

<PAGE>   17
                                      -17-




                  (iii) The Initial Purchasers shall have received an opinion of
         counsel to the Issuers in form and substance satisfactory to the
         Initial Purchasers and counsel to the Initial Purchasers, dated the
         Closing Date, of each of (i) Skadden, Arps, Slate, Meagher & Flom LLP,
         substantially in the form of Exhibit D-1 hereto, and (ii) Daniel M.
         Sandberg, Esquire, General Counsel to the Company substantially in the
         form of Exhibit D-2.

                   (iv) The Initial Purchasers shall have received an opinion,
         dated the Closing Date, of Cahill Gordon & Reindel, counsel to the
         Initial Purchasers, with respect to the sufficiency of certain legal
         matters relating to this Agreement and such other related matters as
         the Initial Purchasers may require. In rendering such opinion, Cahill
         Gordon & Reindel shall have received and may rely upon such
         certificates and other documents and information as they may reasonably
         request to pass upon such matters. In addition, in rendering their
         opinion, Cahill Gordon & Reindel may state that its opinion is limited
         to matters of New York, Delaware corporate and federal law.

                    (v) The Initial Purchasers shall have received, from KPMG
         Peat Marwick LLP, independent public accountants for the Issuers, and
         Ciulla, Smith & Dale LLP, independent public accountants for CMI,
         "comfort" letters dated the date hereof and the Closing Date, in form
         and substance reasonably satisfactory to the Initial Purchasers and
         Cahill Gordon & Reindel, counsel to the Initial Purchasers.

                   (vi) The representations and warranties of the Issuers
         contained in this Agreement which are qualified as to materiality shall
         be true and correct, and those representations and warranties of the
         Issuers which are not so qualified shall be true and correct in all
         material respects, on the Closing Date; the Issuers shall have complied
         in all material respects with all agreements and satisfied all
         conditions on their part to be performed or satisfied hereunder at or
         prior to the Closing Date.

                  (vii) There shall not have been any material increase in the
         consolidated short-term or long-term debt of the Issuers, in each case,
         from that set forth or contemplated in the Memorandum (or any amendment
         or supplement thereto) and (b) the Issuers shall not have any
         liabilities or obligations, contingent or otherwise (whether or not in
         the ordinary course of business), that are material to the Issuers,
         taken as a whole, other than those reflected in the

<PAGE>   18
                                      -18-





         Memorandum (or any amendment or supplement thereto) or contemplated by
         the Offering Documents.

                 (viii) You shall have received certificates, dated the Closing
         Date and signed by the chief executive officer and the chief financial
         officers of the Company and each Subsidiary Guarantor (or such other
         officers as are reasonably acceptable to you), to the effect that each
         of the conditions to closing set forth in paragraph (i), (ii), (vi) and
         (vii) of this Section 8 have been satisfied.

                   (ix) The Initial Purchasers shall have received on or before
         the Closing Date from the Company a true and correct copy of an
         amendment to the Amended Credit Agreement, in a form satisfactory to
         the Initial Purchasers (the "Amendment"), which Amendment shall have
         been executed by all necessary parties thereto and shall be in full
         force and effect.

                    (x) The Issuers shall have furnished or caused to be
         furnished to you such further certificates and documents as you shall
         have reasonably requested.

                  Any certificate or document signed by any officer of an Issuer
and delivered to you or to counsel for the Initial Purchasers shall be deemed a
representation and warranty by such Issuer to each Initial Purchaser as to the
statements made therein.

                  All such opinions, certificates, letters, schedules, documents
or instruments delivered pursuant to this Agreement will comply with the
provisions hereof only if they are reasonably satisfactory in all material
respects to the Initial Purchasers and counsel to the Initial Purchasers. The
Issuers shall furnish to the Initial Purchasers such conformed copies of such
opinions, certificates, letters, schedules, documents and instruments in such
quantities as the Initial Purchasers shall reasonably request.

9.       Indemnification and Contribution. (a) Each Issuer jointly and severally
         agrees to indemnify and hold harmless each Initial Purchaser, and each
         person, if any, who controls any of the Initial Purchasers within the
         meaning of Section 15 of the Act or Section 20 of the Exchange Act,
         against any losses, claims, damages or liabilities, joint or several,
         to which such Initial Purchaser or such controlling person may become
         subject under the Act, the Exchange Act or otherwise, insofar as any
         such losses,

<PAGE>   19


                                      -19-




         claims, damages or liabilities (or actions in respect thereof) arise
         out of or are based upon:

                    (i) any untrue statement or alleged untrue statement of any
         material fact contained in (A) the Memorandum or (B) any application or
         other document, or any amendment or supplement thereto, executed by any
         Issuer or based upon written information furnished by or on behalf of
         any Issuer filed in any jurisdiction in order to qualify the Securities
         under the securities or "Blue Sky" laws thereof or filed with the
         Commission or any securities association or securities exchange (each
         an "Application"); or

                   (ii) the omission or alleged omission to state, in the
         Memorandum or any amendment thereto, or any Application, a material
         fact required to be stated therein or necessary to make the statements
         therein, in light of the circumstances under which they were made, not
         misleading,

and will reimburse, as incurred, each Initial Purchaser and each such
controlling person for any reasonable and documented out-of-pocket legal or
other expenses reasonably incurred by the Initial Purchasers or such controlling
person in connection with investigating, defending against or appearing as a
third-party witness in connection with any such loss, claim, damage, liability
or action;

provided, however, that none of the Issuers will be liable in any such case to
an Initial Purchaser or any controlling person of such Initial Purchaser to the
extent that any such loss, claim, damage or liability arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission made in the Memorandum or any amendment thereto or any Application in
reliance upon and in conformity with written information furnished to the
Issuers by or on behalf of such Initial Purchaser specifically for use therein.
This indemnity agreement will be in addition to any liability that the Issuers
may otherwise have to the indemnified parties. None of the Issuers will, without
the prior written consent of the Initial Purchasers, which shall not be
unreasonably withheld or delayed, settle or compromise or consent to the entry
of any judgment in any pending or threatened claim, action, suit or proceeding
in respect of which indemnification by the Initial Purchasers may be sought
hereunder (whether or not the Initial Purchasers or any person who controls
either of the Initial Purchasers within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act is a party to such claim, action, suit or
proceeding), unless such settlement, compromise or con-
<PAGE>   20


                                      -20-





sent includes an unconditional release (or any other release reasonably
acceptable to the Initial Purchasers) of the Initial Purchasers and each such
controlling person from all liability arising out of such claim, action, suit or
proceeding.

                  (b) Each Initial Purchaser will severally and not jointly
indemnify and hold harmless the Issuers, their respective directors, officers
and each person, if any, who controls any of the Issuers within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act against any losses,
claims, damages or liabilities to which any of the Issuers or any such director,
officer or controlling person may become subject under the Act, the Exchange
Act, or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement or alleged untrue statement of any material fact contained in the
Memorandum or any amendment thereto or any Application or (ii) the omission or
the alleged omission to state therein a material fact required to be stated in
the Memorandum or any amendment thereto, or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to any of the Issuers by or on behalf of such Initial Purchaser
specifically for use therein; and, subject to the limitation set forth
immediately preceding this clause, will reimburse, as incurred, any reasonable
and documented out-of-pocket legal or other expenses reasonably incurred by any
of the Issuers or any such director, officer or controlling person in connection
with investigating or defending against or appearing as a third-party witness in
connection with any such loss, claim, damage, liability or action in respect
thereof. This indemnity agreement will be in addition to any liability that the
Initial Purchasers may otherwise have to the indemnified parties. The Initial
Purchasers will not, without the prior written consent of the Issuers, which
shall not be unreasonably withheld or delayed, settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action, suit or
proceeding in respect of which indemnification by any of the Issuers may be
sought hereunder (whether or not any of the Issuers or any person who controls
the Issuers within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act is a party to such claim, action, suit or proceeding), unless such
settlement, compromise or consent includes an unconditional release or any other
release reasonably acceptable to the Issuers) of any such Issuer and each such
controlling person from all liability arising out of such claim, action, suit or
proceeding.

<PAGE>   21
                                      -21-




                  (c) Promptly after receipt by an indemnified party under this
Section 9 of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against the indemnifying party
under this Section 9, notify the indemnifying party of the commencement thereof;
but the omission so to notify the indemnifying party will not relieve it from
any liability that it may have to any indemnified party except to the extent
that such omission results in the forfeiture by the indemnifying party of
substantial rights and defenses. In case any such action is brought against any
indemnified party, and such indemnified party notifies the indemnifying party of
the commencement thereof, the indemnifying party will be entitled to participate
therein and, to the extent that it may wish, jointly with any other indemnifying
party similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded,
based on the advice of counsel, that there may be one or more legal defenses
available to it and/or other indemnified parties that are different from or
additional to those available to any such indemnifying party then the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of such indemnified party or parties and such indemnified party
or parties shall have the right to select separate counsel to defend such action
on behalf of such indemnified party or parties. After notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof and approval by such indemnified party of counsel appointed to
defend such action, the indemnifying party will not be liable to such
indemnified party under this Section 9 for any legal or other expenses, other
than reasonable and documented out-of-pocket costs of investigation,
subsequently incurred by such indemnified party in connection with the defense
thereof, unless (i) the indemnified party shall have employed separate counsel
in accordance with the proviso to the immediately preceding sentence (it being
understood, however, that in connection with such action the indemnifying party
shall not be liable for the expenses of more than one separate counsel (in
addition to local counsel) in any one action or separate but substantially
similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by the Initial Purchasers in the case
of paragraph (a) of this Section 9 or the Issuers in the case of paragraph (b)
of this Section 9, representing the indemnified parties under such paragraph (a)
or paragraph (b), as the case may be, who are parties to such action or
actions); (ii) the indemnifying party
<PAGE>   22
                                      -22-



has authorized in writing the employment of counsel for the indemnified party at
the expense of the indemnifying parties; or (iii) the indemnifying party shall
have failed to assume the defense or retain counsel reasonably satisfactory to
the indemnified party.

                  (d) In circumstances in which the indemnity agreement provided
for in the preceding paragraphs of this Section 9 is unavailable or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof), other than as a result of the
proviso to Section 9(a), each indemnifying party, in order to provide for just
and equitable contribution, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (or actions in respect thereof) in such proportion as is appropriate
to reflect (i) the relative benefits received by the indemnifying party or
parties on the one hand and the indemnified party on the other from the offering
of the Securities or (ii) if the allocation provided by the foregoing clause (i)
is not permitted by applicable law, not only such relative benefits but also the
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such losses, claims, damages or
liabilities (or actions in respect thereof). The relative benefits received by
the Issuers on the one hand and the Initial Purchasers on the other shall be
deemed to be in the same proportion as the total proceeds from the offering of
the Securities (before deducting expenses other than Initial Purchasers'
discounts and commissions) received by the Issuers bear to the total Initial
Purchasers' discounts and commissions received by the Initial Purchasers. The
relative fault of the parties shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Issuers on the one hand or the Initial Purchasers on the other,
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission, and any other equitable
considerations appropriate in the circumstances. The Issuers and the Initial
Purchasers agree that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation (even if the
Issuers on the one hand and the Initial Purchasers on the other hand were
treated as one entity for such purpose) or by any other method of allocation
that does not take into account the equitable considerations referred to in the
first sentence of this para-

<PAGE>   23
                                      -23-




graph (d). Notwithstanding any other provision of this paragraph (d), the
Initial Purchasers shall not be obligated to make contributions hereunder that
in the aggregate exceed the total initial purchasers' discounts and commissions
received by the Initial Purchasers under this Agreement, less the aggregate
amount of any damages that the Initial Purchasers have otherwise been required
to pay by reason of the untrue or alleged untrue statements or the omissions or
alleged omissions to state a material fact, and no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this paragraph (d), each person, if any, who
controls any of the Initial Purchasers within the meaning of Section 15 of the
Act or Section 20 of the Exchange Act shall have the same rights to contribution
as the Initial Purchasers, and each director of any of the Issuers, each officer
and each person, if any, who controls any of the Issuers within the meaning of
Section 15 of the Act or Section 20 of the Exchange Act shall have the same
rights to contribution as the Issuers.

                (e) Notwithstanding anything to the contrary in this Article 9,
the indemnification and contribution provisions of the Registration Rights
Agreement shall govern any claim with respect thereto.

10.      Survival Clause. The respective representations, warranties,
         agreements, covenants, indemnities and other statements of the Issuers,
         their respective officers and the Initial Purchasers set forth in this
         Agreement or made by or on behalf of them, respectively, pursuant to
         this Agreement shall remain in full force and effect, regardless of (i)
         any investigation made by or on behalf of the Issuers, any of their
         respective officers or directors, the Initial Purchasers or any
         controlling person referred to in Section 9 hereof and (ii) delivery of
         and payment for the Securities, and shall be binding upon and shall
         inure to the benefit of, any successors, assigns, heirs, personal
         representatives of the Issuers, the Initial Purchasers and indemnified
         parties referred to in Section 9 hereof. The respective agreements,
         covenants, indemnities and other statements set forth in Sections 7 and
         9 hereof shall remain in full force and effect, regardless of any
         termination or cancellation of this Agreement.

11.      Termination. (a) This Agreement may be terminated in the sole
         discretion of the Initial Purchasers by notice to the Issuers given in
         the event that the Issuers shall have

<PAGE>   24
                                      -24-




         failed, refused or been unable to satisfy all conditions on its
         respective part to be performed or satisfied hereunder on or prior to
         the Closing Date or, if at or prior to the Closing Date:

                    (i) any of the Issuers or the Subsidiaries shall have
         sustained any loss or interference with respect to their respective
         businesses or properties from fire, flood, hurricane, earthquake,
         accident or other calamity, whether or not covered by insurance, or
         from any labor dispute or any legal or governmental proceeding, which
         loss or interference has had or has a material adverse effect on the
         business, condition (financial or other), properties, prospects or
         results of operations of the Issuers and the Subsidiaries taken as a
         whole, or there shall have been any material adverse change, or any
         development involving a prospective material adverse change (including
         without limitation a change in management or control of the Issuers),
         in the business, condition (financial or other), properties, prospects
         or results of operations of the Issuers and the Subsidiaries except as
         described in or contemplated by the Memorandum (exclusive of any
         amendment or supplement thereto);

                   (ii) trading in securities generally on the New York or
         American Stock Exchange shall have been suspended or minimum or maximum
         prices shall have been established on any such exchange;

                  (iii) a banking moratorium shall have been declared by New
         York or United States authorities; or

                   (iv) there shall have been (A) an outbreak or escalation of
         hostilities between the United States and any foreign power, (B) an
         outbreak or escalation of any other insurrection or armed conflict
         involving the United States or (C) any material change in the financial
         markets of the United States that, in the sole judgment of the Initial
         Purchasers, makes it impracticable or inadvisable to proceed with the
         offering or the delivery of the Securities as contemplated by the
         Memorandum, as amended as of the date hereof.

                  (b) Termination of this Agreement pursuant to this Section 11
shall be without liability of any party to any other party except as provided in
Section 10 hereof.
<PAGE>   25
                                      -25-





12.      Notices. All communications hereunder shall be in writing and, if sent
         to the Initial Purchasers, shall be mailed or delivered or telecopied
         and confirmed in writing to the Initial Purchasers c/o CIBC Oppenheimer
         Corp., 425 Lexington Avenue, 3rd Floor, New York, New York 10017,
         Attention: Walter F. McLallen, and with a copy to Cahill Gordon &
         Reindel, 80 Pine Street, New York, New York 10005, Attention: Roger
         Meltzer, Esq. If sent to the Company or any of the Subsidiary
         Guarantors, shall be mailed, delivered or telegraphed and confirmed in
         writing, to Hayes Lemmerz International, Inc., 38481 Huron River Drive,
         Romulus, Michigan 48174, Attention: General Counsel and with a copy to
         Skadden, Arps, Slate, Meagher & Flom LLP, One Rodney Square,
         Wilmington, Delaware 19801, Attention: Robert B. Pincus, Esq.

13.      Successors. This Agreement shall inure to the benefit of and be binding
         upon the Initial Purchasers and each of the Issuers and their
         respective successors and legal representatives, and nothing expressed
         or mentioned in this Agreement is intended or shall be construed to
         give any other person any legal or equitable right, remedy or claim
         under or in respect of this Agreement, or any provisions herein
         contained; this Agreement and all conditions and provisions hereof
         being intended to be and being for the sole and exclusive benefit of
         such persons and for the benefit of no other person except that (i) the
         indemnities of the Issuers contained in Section 9 of this Agreement
         shall also be for the benefit of any person or persons who control the
         Initial Purchasers within the meaning of Section 15 of the Act or
         Section 20 of the Exchange Act and (ii) the indemnities of the Initial
         Purchasers contained in Section 9 of this Agreement shall also be for
         the benefit of the directors of the Issuers, their respective officers
         and any person or persons who controls any Issuer within the meaning of
         Section 15 of the Act or Section 20 of the Exchange Act. No purchaser
         of Securities from the Initial Purchasers will be deemed a successor
         because of such purchase.

14.      Joint and Several Obligations. All of the obligations of the Issuers
         hereunder shall be joint and several obligations of each of them.

15.      Information Supplied by the Initial Purchasers. The statements set
         forth in the last sentence of the third paragraph and the seventh
         paragraph under the heading "Plan of Distribution" constitute the only
         information




<PAGE>   26
                                      -26-


         furnished by the Initial Purchasers to the Issuers for purposes of
         Section 2(a) hereof.

16.      Entire Agreement. This Agreement constitutes the entire agreement among
         the parties hereto and supersedes all prior agreements, understandings
         and arrangements, oral or written, among the parties hereto with
         respect to the subject matter hereof.

17.      APPLICABLE LAW. THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND
         THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
         GIVING EFFECT TO ANY PROVISIONS RELATING TO CONFLICTS OF LAW.

18.      Counterparts. This Agreement may be executed in two or more
         counterparts, each of which shall be deemed an original, but all of
         which together shall constitute one and the same instrument.

<PAGE>   27
                                      -27-





                  If the foregoing correctly sets forth our understanding,
please indicate your acceptance thereof in the space provided below for that
purpose, whereupon this letter shall constitute a binding agreement among the
Issuers and the Initial Purchasers.

                            Very truly yours,

                            HAYES LEMMERZ INTERNATIONAL, INC.,
                            a Delaware corporation


                            By: /s/ HAYES LEMMERZ INTERNATIONAL, INC.
                               --------------------------------------
                               Name:
                               Title:


                            HAYES LEMMERZ INTERNATIONAL-
                              CALIFORNIA, INC., a Delaware corpo-
                              ration


                            By: /s/ HAYES LEMMERZ INTERNATIONAL-CALIFORNIA, INC.
                               -------------------------------------------------
                               Name:
                               Title:


                            HAYES LEMMERZ INTERNATIONAL-GEORGIA,
                              INC., a Delaware corporation


                            By: /s/ HAYES LEMMERZ INTERNATIONAL-GEORGIA, INC.
                               ----------------------------------------------
                               Name:
                               Title:


                            HAYES LEMMERZ INTERNATIONAL-INDIANA,
                              INC., a Delaware corporation


                            By: /s/ HAYES LEMMERZ INTERNATIONAL-INDIANA, INC.
                               ----------------------------------------------
                               Name:
                               Title:

  
<PAGE>   28
                                      -28-







                            HAYES LEMMERZ INTERNATIONAL-MEXICO, INC., 
                              a Delaware corporation


                            By: /s/ HAYES LEMMERZ INTERNATIONAL-MEXICO, INC.
                               -----------------------------------------------
                               Name:
                               Title:


                            HAYES LEMMERZ INTERNATIONAL-MICHIGAN,
                              INC., a Michigan corporation


                            By: /S/ HAYES LEMMERZ INTERNATIONAL-MICHIGAN, INC.
                               -----------------------------------------------
                               Name:
                               Title:


                            HAYES LEMMERZ INTERNATIONAL-OHIO,INC.,
                              an Ohio corporation


                            By: /S/ HAYES LEMMERZ INTERNATIONAL-OHIO,INC.
                               -----------------------------------------------
                               Name:
                               Title:


                            HL OHIO SUB, INC.
                              a Delaware corporation


                            By: /S/ HL OHIO SUB, INC.
                               -----------------------------------------------
                               Name:
                               Title:




<PAGE>   29
                                      -29-



The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.

CIBC OPPENHEIMER CORP.


By: /s/ CIBC OPPENHEIMER CORP.
    ---------------------------------------
    Name:
    Title:


MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED


By:  /s/ MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
    -------------------------------------------------------
    Name:
    Title:


CREDIT SUISSE FIRST BOSTON
   CORPORATION


By:  /s/ CREDIT SUISSE FIRST BOSTON CORPORATION
    -------------------------------------------
    Name:
    Title:


<PAGE>   30


                                                                       EXHIBIT A


Subsidiary Guarantors

Hayes Lemmerz International-California, Inc.

Hayes Lemmerz International-Georgia, Inc.

Hayes Lemmerz International-Indiana, Inc.

Hayes Lemmerz International-Mexico, Inc.

Hayes Lemmerz International-Michigan, Inc.

Hayes Lemmerz International-Ohio, Inc.

HL Ohio Sub, Inc.



<PAGE>   31


                                                                       EXHIBIT B

Company Subsidiaries

HLI (Europe), Ltd.
Hayes Lemmerz, S.p.A.
Hayes Lemmerz Autokola, as
Hayes Lemmerz International - Texas, Inc.
Hayes Lemmerz International - Missouri, Inc.
Hayes Lemmerz International - Kentuckulus, Inc.
Hayes Lemmerz Aftermarket, Inc.
Hayes Lemmerz Japan Limited
Hayes Lemmerez Barcelona, S.A.
HLI Service Corporation
Hayes Lemmerz Foreign Sales Corp.
Hayes Lemmerz Frenos de Mexico, S.A. de C.V.
Motor Wheel Corporation of Canada, Ltd.
AMW Holdings, Inc.
HL Holdings BV
Hayes Wheels Hungary Consulting Limited Liability Company
Newco No. 17 Vermogensverwaltungs GmbH (post-Acquisition)
Hayes Lemmerz Holding Germany GmbH
Metaalgieterij Geisen B.V.
Hayes Lemmerz Manresa, SPRL
Hayes Lemmerz-Werke Wohnungsbaugesellschaft mbH
Hayes Lemmerz System Services N.V.
Hayes Lemmerz Belgie B.V.B.A.
Hayes Lemmerz Comerico e Participacoes SRL
Lemmerz Canada Inc.
Hayes Lemmerz-Inci-Jany Sanayi A.S.
Borlem S.A. Empreendimentos Industriais
Hayes Lemmerz International - Kentucky, Inc.
Kalyani-Lemmerz Ltd.
Hayes Lemmerz Mexico, S.A. de C.V
Automotive Overseas Investments (Pty) Ltd.
RSDS Vermogensverwaltnngs GmbH 161
Hayes Lemmerz Werke GmbH & Co. KG

Company Joint Venture and Other Interests

Numbers in parentheses represent percent of total owned by the Company or one of
its subsidiaries.

Hayes Wheels de Venezuela, C.A. (49)
Hayes Wheels de Mexico, S.A. de C.V. (40)
Hayes Wheels do Brasil, Ltda. (49)
Continental Lemmerz (Portugal), Componentes para
  Automoveis, Lda. (49)


<PAGE>   32



                                      -2-



Reynolds-Lemmerz Industries (25)
Jantas Jant Sanayi ve Ticaret S.A. (25)
Siam Lemmerz Co., Ltd. (25)



<PAGE>   33


                                                                       EXHIBIT C

<TABLE>
<CAPTION>
                                                       Principal Amount
Initial Purchaser                                      of Securities
-----------------                                      -------------
<S>                                                    <C>         
CIBC Oppenheimer Corp.                                  $125,000,000

Merrill Lynch, Pierce, Fenner                             62,500,000
  & Smith Incorporated

Credit Suisse First Boston Corporation                    62,500,000
                                                        ------------

         Total                                          $250,000,000
                                                        ============
</TABLE>



<PAGE>   34


                                                                     EXHIBIT D-1


           Form of Opinion of Skadden, Arps, Slate, Meagher & Flom LLP


                  Opinion, dated the Closing Date and addressed to the Initial
Purchasers, of Skadden, Arps, Slate, Meagher & Flom LLP, counsel to the Issuers.

                  In rendering such opinion, Skadden, Arps, Slate, Meagher &
Flom LLP shall have received and may rely upon such certificates and, other
documents and information as they may reasonably request to pass upon such
matters. In addition, in rendering their opinion, Skadden, Arps, Slate, Meagher
& Flom LLP may state that its opinion is limited to matters of New York,
Delaware corporate and federal law. Such opinion shall state, subject to
customary qualifications and exceptions to the effect that:

                    (i) The Securities have been duly authorized by each of the
         Issuers other than Hayes Lemmerz International-Michigan, Inc. and Hayes
         Lemmerz International-Ohio, Inc. (the "Delaware Issuers") and when
         executed by the Delaware Issuers and authenticated by the Trustee in
         accordance with the provisions of the Indenture, and delivered to and
         paid for by the Initial Purchasers in accordance with the terms of the
         Purchase Agreement, will constitute valid and binding obligations of
         the Delaware Issuers, entitled to the benefits of the Indenture and
         enforceable against the Delaware Issuers in accordance with their
         terms, except that the enforcement thereof may be limited by (a)
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         creditors' rights generally, and (b) general principles of equity
         (regardless of whether enforceability is considered in a proceeding at
         law or in equity).

                   (ii) The Exchange Notes, the Private Exchange Notes and the
         guarantees thereof have been duly and validly authorized by the
         Delaware Issuers and when executed by the Delaware Issuers and
         authenticated by the Trustee in accordance with the provisions of the
         Registration Rights Agreement and the Indenture, and delivered to the
         Initial Purchasers in accordance with the terms of the Registration
         Rights Agreement, will constitute valid and binding obligations of the
         Delaware Issuers, entitled to the bene-


<PAGE>   35
                                      -2-


         fits of the Indenture and enforceable against the Delaware Issuers in
         accordance with their terms, except that the enforcement thereof may be
         limited by (a) bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to creditors' rights generally and (b) general
         principles of equity (regardless of whether enforceability is
         considered in a proceeding at law or in equity).

                  (iii) Each of the Delaware Issuers has the requisite corporate
         power and corporate authority to execute, deliver and perform its
         obligations under the Indenture, the Securities, the Exchange Notes and
         the Private Exchange Notes; the Indenture has been duly authorized by
         the Delaware Issuers and, when executed and delivered by the Delaware
         Issuers (assuming the due authorization, execution and delivery by the
         Trustee), will constitute a valid and binding agreement of the Delaware
         Issuers, enforceable against the Delaware Issuers in accordance with
         its terms, except that (a) the enforcement thereof may be limited by
         (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         creditors' rights generally and (ii) general principles of equity
         (regardless of whether enforceability is considered in a proceeding at
         law or in equity) and (b) the waiver contained in Section 4.03 of the
         Indenture may be deemed unenforceable.

                   (iv) Each of the Delaware Issuers has the requisite corporate
         power and authority to execute, deliver and perform its obligations
         under the Registration Rights Agreement. The Registration Rights
         Agreement has been duly authorized by the Delaware Issuers and, when
         executed and delivered by the Delaware Issuers, will constitute a valid
         and binding agreement of the Delaware Issuers, enforceable against the
         Delaware Issuers in accordance with its terms except that (a) the
         enforcement thereof may be limited by (i) bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium or other similar laws
         now or hereafter in effect relating to creditors' rights generally and
         (ii) general principles of equity (regardless of whether such
         enforcement is considered in a proceeding at law or in equity) and (b)
         we express no opinion as to the enforceability of any rights to
         indemnification or contribution provided for in such document to the
         extent any such rights are violative of any laws, rule or regula-

<PAGE>   36
                                      -3-





         tion or the public policy underlying any law, rule or regulation
         (including any federal or state securities law, rule or regulation).

                    (v) Each of the Delaware Issuers has the requisite corporate
         power and corporate authority to execute, deliver and perform its
         obligations under the Purchase Agreement. The Purchase Agreement has
         been duly authorized by the Delaware Issuers and, when executed and
         delivered by the Delaware Issuers, will constitute a valid and binding
         agreement of the Delaware Issuers, enforceable against the Delaware
         Issuers in accordance with its terms except (i) that the enforcement
         thereof may be limited by bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium or other similar laws now or
         hereafter in effect relating to creditors' rights generally or general
         principles of equity (regardless of whether such enforcement is
         considered in a proceeding at law or in equity) and (ii) as any rights
         to indemnity or contribution hereunder may be limited by federal and
         state securities laws and public policy considerations.

                   (vi) No Governmental Approval is required for the performance
         by the Delaware Issuers of their respective obligations under the
         Offering Documents or the consummation of the transactions contemplated
         thereby relating to the Securities.

                  (vii) The execution and delivery by the Delaware Issuers of
         each of the Offering Documents and the performance by the Delaware
         Issuers of their obligations thereunder will not violate or conflict
         with the certificate of incorporation or bylaws of any of the Delaware
         Issuers.

                 (viii) The statements set forth in the Memorandum under the
         caption "Description of the Notes," insofar as such statements
         constitute a summary of the terms of the documents referred to therein,
         fairly summarize such terms in all material respects.

                   (ix) None of the Issuers is required to register as an
         "investment company" or a company "controlled by" an "investment
         company" as such terms are defined in the Investment Company Act of
         1940, as amended.

                    (x) Neither the consummation of the transactions
         contemplated by the Purchase Agreement nor the sale, issuance,
         execution or delivery of the Securities will violate

<PAGE>   37
                                      -4-





         Regulation T, U or X of the Board of Governors of the Federal Reserve
         System.

                   (xi) The Indenture appears on its face to be appropriately
         responsive in all material respects to the requirements of the TIA.

                  (xii) Assuming with your consent and without independent
         investigation (i) the accuracy of the representations and warranties of
         the Company set forth in Section 2 of the Purchase Agreement and of you
         in Section 5 of the Purchase Agreement, (ii) the due performance by the
         Company of the covenants and agreements set forth in Section 6 of the
         Purchase Agreement and the due performance by you of the covenants and
         agreements set forth in Sections 5 and 6 of the Purchase Agreement,
         (iii) your compliance with the offering and transfer procedures and
         restrictions described in the Memorandum, (iv) the accuracy of the
         representations and warranties made in accordance with the Purchase
         Agreement and the Memorandum by purchasers to whom you initially resell
         Securities and (v) that purchasers to whom you initially resell
         Securities receive a copy of the Memorandum prior to such sale, the
         offer, sale and delivery of the Securities to you in the manner
         contemplated by the Purchase Agreement and the Memorandum and the
         initial resale of the Securities by you in the manner contemplated in
         the Memorandum and the Purchase Agreement, do not require registration
         under the Act and the Indenture does not require qualification under
         the TIA, it being understood that we express no opinion as to any
         subsequent resale of any Security.

                  We call to your attention a press release of the Company
entitled "Hayes Lemmerz Announces $200 Million Offering of Senior Subordinated
Notes," dated December 4, 1998 (the "Release"). In rendering the opinions set
forth herein, we have, with your permission and relying in part on your
certificate attached hereto as Schedule A, assumed that the Release did not
constitute a "general solicitation" (as such term is defined in Rule 502(c)
promulgated under the Securities Act) with respect to the offering of the
Securities. We do not express any opinion as to whether the Release constituted
such a "general solicitation" or as to the effect of such Release on the
opinions set forth herein.

                  For purposes of the opinions set forth below, (i) "Applicable
Laws" means the General Corporation Law of the State of Delaware, and those laws
of the State of New York and
<PAGE>   38
                                      -5-






of the United States of America, that, in each case, in our experience, are
normally applicable to transactions of the type provided for by the Purchase
Agreement and the Registration Rights Agreement, but without our having made any
special investigation with respect to any other laws; provided that "Applicable
Laws" does not include any federal or state securities laws or blue sky laws of
any jurisdiction, anti-fraud laws of any jurisdiction, rules and regulations of
the National Association of Securities Dealers, Inc. and Regulation U,
Regulation T or Regulation X of the Board of Governors of the Federal Reserve
System as in effect on the date hereof (collectively, the "Margin Rules"), (ii)
"Governmental Entity" means any United States federal or New York executive,
legislative, judicial administrative or regulatory body and (iii) "Government
Approval means any authorization, approval, consent or order of or filing with
any Governmental Entity under applicable Laws, other than any consent or
authorization which may have become applicable to Hayes or the Delaware
Subsidiary Guarantors as a result of your involvement in the transactions
contemplated by the Purchase Agreement or the Registration Rights Agreement or
because of your legal or regulatory status or because of any other facts
specifically pertaining to you.

                  In addition, we have participated in conferences with officers
and other representatives of the Issuers, representatives of the independent
public accountants and representatives of the Initial Purchasers at which the
contents of the Memorandum were discussed. We did not participate in the
preparation of the documents incorporated by reference in the Offering
Memorandum but have, however, reviewed such documents and discussed the business
and affairs of the Company with representatives of the Company. Although we are
not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of the statements contained in the Memorandum (except
as indicated in clause (ix) above) and have not made any independent check or
verification thereof, on the basis of the foregoing (relying as to materiality
to a large extent upon the statements of officers and other representatives of
each of the Issuers), no facts have come to our attention that have caused us to
believe that the Memorandum as of its date and as of the Closing Date contained
or contains an untrue statement of a material fact or omitted or omits 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 (it being
understood that we express no opinion on or belief with respect to the financial
statements or other financial and statistical data or information included in or
incorporated by reference into the Memorandum or with respect to the informa-

<PAGE>   39
                                      -6-






tion contained in the Memorandum concerning CMI and the subsidiaries of CMI).



<PAGE>   40

                                                                     EXHIBIT D-2


                   Form of Opinion of Daniel M. Sandberg, Esq.


                  Opinion, dated the Closing Date and addressed to the Initial
Purchasers, of Daniel M. Sandberg, Esq., General Counsel to the Company, to the
effect that:

                    (i) Each of the Issuers has been duly incorporated and is
         validly existing in good standing, as a corporation under the laws of
         its jurisdiction of incorporation, with the requisite corporate power
         and authority to own its properties and conduct its business as
         described in the Memorandum and is duly qualified to do business as a
         foreign corporation in good standing in all other jurisdictions where
         the ownership or leasing of its properties or the conduct of its
         business requires such qualification, except when the failure to be so
         qualified would not, individually or in the aggregate, have a Material
         Adverse Effect; the outstanding shares of capital stock of the Issuers
         and the Subsidiaries have been duly authorized and validly issued, are
         fully paid and nonassessable and were not issued in violation of any
         preemptive or similar rights and, in the case of the Subsidiary
         Guarantors and the Subsidiaries, except in connection with the Amended
         Credit Agreement, are owned free and clear of all liens, encumbrances,
         equities and restrictions on transferability (other than those imposed
         by the Act and the state securities or "Blue Sky" laws); to the best of
         my knowledge, except as set forth in the Memorandum, no options,
         warrants or other rights to purchase from any Issuer or any Subsidiary
         or agreements or other obligations of any Issuer or any Subsidiary to
         issue or other rights to cause the Company, to convert any obligation
         into, or exchange any securities for, shares of capital stock or
         ownership interests in any Issuer or any Subsidiary are outstanding.

                   (ii) The Guarantee has been duly and validly authorized by
         Hayes Lemmerz International-Michigan, Inc. ("HLIM") and Hayes Lemmerz
         International-Ohio, Inc. ("HLIO") and when the Securities are executed
         by the Company and authenticated by the Trustee in accordance with the
         provisions of the Indenture, and delivered to and paid for by the
         Initial Purchasers in accordance with the terms of the Purchase
         Agreement, will constitute valid and binding obligations of HLIM and
         HLIO, enforceable against HLIM

<PAGE>   41
                                      -2-







         and HLIO in accordance with its terms, except that the enforcement
         thereof may be limited by (a) bankruptcy, insolvency, fraudulent
         conveyance, reorganization, moratorium or other similar laws now or
         hereafter in effect relating to creditors' rights generally, and (b)
         general principles of equity (regardless of whether enforceability is
         considered in a proceeding at law or in equity).

                  (iii) The guarantee of the Exchange Notes and the Private
         Exchange Notes have been duly and validly authorized by HLIM and HLIO
         and when the Exchange Notes and the Private Exchange Notes have been
         executed by the Company and authenticated by the Trustee in accordance
         with the provisions of the Registration Rights Agreement and the
         Indenture, and delivered to the Initial Purchasers in accordance with
         the terms of the Registration Rights Agreement, will have been duly
         executed, issued and delivered and will constitute a valid and binding
         obligation of HLIM and HLIO, enforceable against HLIM and HLIO in
         accordance with its terms, except that the enforcement thereof may be
         limited by (a) bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium or other similar laws now or hereafter in
         effect relating to creditors' rights generally, and (b) general
         principles of equity (regardless of whether enforceability is
         considered in a proceeding at law or in equity).

                   (iv) Each of HLIM and HLIO has the requisite corporate power
         and corporate authority to execute, deliver and perform its obligations
         under the Indenture, the Securities, the Exchange Notes and the Private
         Exchange Notes; the Indenture has been duly authorized by HLIM and HLIO
         and, when executed and delivered by HLIM and HLIO (assuming the due
         authorization, execution and delivery by the Trustee), will constitute
         a valid and binding agreement of HLIM and HLIO, enforceable against
         HLIM and HLIO in accordance with its terms, except that (a) the
         enforcement thereof may be limited by (i) bankruptcy, insolvency,
         fraudulent conveyance, reorganization, moratorium or other similar laws
         now or hereafter in effect relating to creditors' rights generally and
         (ii) general principles of equity (regardless of whether enforceability
         is considered in a proceeding at law or in equity) and (b) the waiver
         contained in Section 4.03 of the Indenture may be deemed unenforceable.

                    (v) Each of HLIM and HLIO has the requisite corporate power
         and corporate authority to execute, deliver and
<PAGE>   42
                                      -3-






         perform its obligations under the Registration Rights Agreement. The
         Registration Rights Agreement has been duly and validly authorized by
         HLIM and HLIO and, when executed and delivered by HLIM and HLIO, will
         constitute a valid and legally binding agreement of HLIM and HLIO,
         enforceable against HLIM and HLIO in accordance with its terms except
         that (a) the enforcement thereof may be limited by (i) bankruptcy,
         insolvency, fraudulent conveyance reorganization, moratorium or other
         similar laws now or hereafter in effect relating to or affecting
         creditors' rights generally or (ii) general principles of equity
         (regardless of whether such enforcement is considered in a proceeding
         at law or in equity) and (b) as any rights to indemnity or contribution
         hereunder may be limited by federal and state securities laws and
         public policy considerations.

                   (vi) Each of HLIM and HLIO has the requisite corporate power
         and corporate authority to execute, deliver and perform its obligations
         under the Purchase Agreement. The Purchase Agreement has been duly and
         validly authorized by HLIM and HLIO and, when executed and delivered by
         HLIM and HLIO, will constitute a valid and binding agreement of HLIM
         and HLIO, enforceable against HLIM and HLIO in accordance with its
         terms except that (a) the enforcement thereof may be limited by (i)
         bankruptcy, insolvency, fraudulent conveyance, reorganization,
         moratorium or other similar laws now or hereafter in effect relating to
         or affecting creditors' rights generally or (ii) general principles of
         equity (regardless of whether such enforcement is considered in a
         proceeding at law or in equity) and (ii) as any rights to indemnity or
         contribution hereunder may be limited by federal and state securities
         laws and public policy considerations.

                  (vii) No consent, approval, authorization or order of any
         governmental agency or body, or to the best of my knowledge, any court,
         is required for the performance of any of the Offering Documents or any
         of the agreements contemplated thereby or delivered in connection
         therewith, or the consummation of the transactions contemplated
         thereby, except such as may be required and have been obtained as
         described in the Memorandum or as may be required under the Act, the
         TIA or state securities or "Blue Sky" laws in connection with the
         purchase and distribution of the Securities or the exchange of the
         Exchange Notes and the Private Exchange Notes.
<PAGE>   43
                                      -4-




                 (viii) None of the Issuers or the Subsidiaries is (a) in
         violation of its certificate of incorporation or bylaws, (b) in
         violation of any statute, judgment, decree, order, rule or regulation
         applicable to any of its properties or assets, which violation would,
         individually or in the aggregate, have a Material Adverse Effect or (c)
         in breach of or in default under any of the Offering Documents or any
         material contract, indenture, mortgage, deed of trust, loan agreement,
         note, lease, license, franchise agreement, permit, certificate or other
         material agreement or instrument to which it is a party or to which it
         is subject, which breach or default would individually or in the
         aggregate, have a Material Adverse Effect.

                   (ix) The execution, delivery and performance by the Issuers,
         to the extent each is a party thereto, of each of the Offering
         Documents and the Amended Credit Agreement and the consummation by the
         Issuers of the transactions contemplated thereby and the fulfillment of
         the terms thereof, will not violate, conflict with or constitute or
         result in a breach of or a default under (or an event that with notice
         or lapse of time, or both, would constitute a breach of or a default
         under) any of the terms or provisions of (a) the certificate of
         incorporation or bylaws of HLIM and HLIO, (b) any material indenture,
         mortgage, deed of trust, loan agreement, note, lease, license,
         franchise agreement or other material agreement or instrument to which
         any of the Issuers or the Subsidiaries is a party or to which any of
         their respective properties or assets are subject or (c) to the best of
         my knowledge (assuming compliance with all applicable state securities
         and "Blue Sky" laws) any statute, judgment, decree, order, rule or
         regulation of any court or governmental agency or body applicable to
         any of the Issuers or the Subsidiaries or any of their respective
         properties or assets, which violation, conflict, breach or default
         would, individually or in the aggregate, have any Material Adverse
         Effect. I express no opinion in clause (b) above with respect to any
         financial ratios or tests or other financial matters contained in the
         documents referred to in such clause (b).

                    (x) Except as described in the Memorandum, there are no
         legal or governmental proceedings pending or threatened to which any of
         the Issuers or the Subsidiaries is a party or to which the respective
         properties or assets of the Issuers or the Subsidiaries are subject
         that would be required to be described in a prospectus pursuant to the
         Act that are not described in the Memorandum, or that seek to

<PAGE>   44
                                      -5-






         restrain, enjoin, prevent the consummation of or otherwise challenge
         the issuance or sale of the Securities to the Initial Purchasers or the
         consummation of the transactions described in the Memorandum under the
         captions "Use of Proceeds".

                   (xi) The Amendment has been duly authorized by HLIM and HLIO
         to the extent it is or will be a party thereto.

                  In rendering the opinions set forth herein, I have examined
originals, photocopies or conformed copies certified to our satisfaction of all
such corporate records, agreements, instruments and documents of the Issuers and
of CMI, certificates of public officials and other certificates and opinions
(including those of CMI), and have made such other investigations, as I have
deemed necessary, in connection with the opinions set forth herein. In such
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to us as originals and the conformity to originals of
all documents submitted to us as photocopies or conformed copies. I have relied,
to the extend I deem such reliance proper on certificates of officers of the
Issuers and CMI as to factual matters. I have participated in conferences with
officers and other representatives of the Company, representatives of the
independent public accountants for the Company, outside counsel for the Company,
your counsel and your representatives at which the contents of the Memorandum
and related matters were discussed and, although I am not passing upon and do
not assume any responsibility for the accuracy, completeness or fairness of the
statements contained in the Memorandum, I advise you that, on the basis of the
foregoing, no facts have come to my attention that lead me to believe that the
Memorandum as of its date and as of the Closing Date contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading (it being understood that I have not
been requested to and do not make any comment with respect to the financial
statements and the notes thereto and other financial and accounting information
included or incorporated by reference in the Memorandum).



<PAGE>   45





                             CIBC OPPENHEIMER CORP.
                     CREDIT SUISSE FIRST BOSTON CORPORATION
                      MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED
                           c/o CIBC OPPENHEIMER CORP.
                              425 Lexington Avenue
                                    3rd Floor
                            New York, New York 10017

                                                               December 14, 1998

Ladies and Gentlemen:

                  Referring to the Purchase Agreement, dated as of December 7,
1998 (the "Purchase Agreement"), by and among Hayes Lemmerz International, Inc.
(the "Company"), the Guarantors named therein and CIBC Oppenheimer Corp., Credit
Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
Incorporated (the "Initial Purchasers"), relating to the issuance and sale by
the Company of $250,000,000 aggregate principal amount of 8 1/4% Senior
Subordinated Notes due 2008 (the "Notes"), the Initial Purchasers hereby
certifies that:


1.       Prior to the issuance of the Company's press release on December 4,
         1998 (the "Release"), the Initial Purchasers had identified and
         contacted a group of potential purchasers which consisted solely of
         "qualified institutional buyers" (as defined in Rule 144A of the
         Securities Act of 1933, as amended) and which list of potential
         purchasers is attached hereto (such potential purchasers are hereby
         referred to as the "Purchasers").

2.       Prior to the issuance of the Release, the Purchasers were contacted in
         order to invite them to participate in an electronic road show via
         Bloomberg at 10:00 a.m. on Friday, December 4, 1998 (the "Road Show").
         No other person or persons was contacted except for the Purchasers.

3.       No other person or persons participated in the Road Show except for the
         Purchasers.

4.       The Initial Purchasers have initially resold and agree that they will
         only resell the Securities solely to certain of the Purchasers and not
         to any other person or persons.

<PAGE>   46
                                      -2-




                  Capitalized terms not otherwise defined herein shall have the
meanings assigned to them in the Purchase Agreement.

                  IN WITNESS WHEREOF, the undersigned has hereunto set forth his
signature as of the 14th of December, 1998.


                                      CIBC Oppenheimer Corp.
                                      Credit Suisse First Boston
                                        Corporation
                                      Merrill Lynch, Pierce, & Fenner & Smith
                                                  Incorporated

                                      By:  CIBC Oppenheimer Corp.


                                      By:
                                         -----------------------------------
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                               LIST OF PURCHASERS

Putnam Company, Inc.
Miller Andersen & Sherrerd
Capital Research & Management
Nomura Research Institute
Oaktree Capital Management
Trust Company of the West
Ares Management, L.P.
Prudential Insurance co.
Merrill Lynch Asset Management
Larry Post Advisors
Delaware Management
Western Asset Management
Salomon Asset Management
Pilgrim Asset Management
Bank of Montreal
Fortis Advisors
Goldman Sachs Asset Management
GE Financial Assurance
Keystone Custodian Funds
Lutheran Brotherhood
Pacific Mutual
Highland Capital Management
Bank Brussels Lambert
Hampshire Asset Management
Wellington Management
Invesco/Chancellor
Allied Signal
Manufacturers Life Insurance Co.
Safeco Asset Management
Lincoln Capital Management
Security Benefit Life
State Street Global Advisors
Hartford Life Insurance co. 
BEA Associates