<PAGE>
                                                                     EXHIBIT 4.6



                               EXCHANGE AGREEMENT

         This EXCHANGE AGREEMENT (this "Agreement"), dated as of June 3 2003, is
made and entered into by and between Hayes Lemmerz International, Inc. (formerly
known as HLI Holding Company, Inc.), a Delaware corporation ("Company"), HLI
Parent Company, Inc., a Delaware corporation ("HLI ParentCo"), and HLI Operating
Company, Inc., a Delaware corporation ("HLI OpCo"). Capitalized terms used
herein and not defined shall have the respective meanings ascribed to such terms
in the Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz
International, Inc. and its Affiliated Debtors and Debtors in Possession, as
Further Modified, dated as of April 9, 2003 (the "Plan").

                                    RECITALS

         WHEREAS, the Company is issuing New Common Stock, Series A Warrants and
Series B Warrants (collectively, the "Securities") pursuant to the Plan, and HLI
OpCo is issuing Series A Preferred Stock (the "Series A Preferred Shares")
pursuant to the Plan; and

         WHEREAS, pursuant to the terms of the Plan and the Certificate of
Incorporation of HLI OpCo, as amended (the "Certificate of Incorporation"), a
copy of which is attached hereto as Exhibit A, the holders of the Series A
Preferred Shares (the "Series A Preferred Holders") are entitled to exchange
their Series A Preferred Shares for shares of New Common Stock;

         NOW, THEREFORE, in consideration of the covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows:

         I.       Issuance of Common Stock upon Exchange. In the event that any
or all of the Series A Preferred Holders desire to exchange their Series A
Preferred Shares for shares of New Common Stock pursuant to the terms of the
Series A Preferred Shares:

                  a)       The Company agrees to issue, at the time of such
         exchange, a number of shares of New Common Stock sufficient to satisfy
         the terms of the exchange, as set forth in the Plan and the Certificate
         of Incorporation;

                  b)       The Company further agrees to contribute said shares
         of New Common Stock to HLI ParentCo;

                  c)       Upon receipt of said shares of New Common Stock, HLI
         ParentCo agrees to contribute said shares of New Common Stock to HLI
         OpCo;

                  d)       Upon receipt of said shares of New Common Stock, HLI
         OpCo agrees to deliver said shares of New Common Stock to the Series A
         Preferred Holders in exchange for their Series A Preferred Shares.

<PAGE>

         II.      Third party beneficiary. The parties hereto acknowledge and
agree that the Series A Preferred Holders are third party beneficiaries to this
Agreement.

         III.     Emergence Share Price. The parties hereto acknowledge and
agree that the Emergence Share Price is $18.50, subject to adjustment as
provided in the Certificate of Incorporation.

         IV.      Amendments. The parties hereto acknowledge and agree that this
Agreement shall not be modified, amended or terminated without the consent of
the majority of the Series A Holders who hold Series A Preferred Shares at the
time of the proposed amendment, which consent shall not be unreasonably
withheld.

         V.       Further Assurances. Each of the parties hereto shall use its
reasonable best efforts to do all things necessary or advisable to make
effective the transactions contemplated hereby and shall cooperate and take such
action as may be reasonably requested by the other party in order to carry out
fully the provisions and purposes of this Agreement and the transactions
contemplated hereby.

         VI.      Counterparts. This Agreement may be executed in one or more
counterparts (including by facsimile), each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

         VII.     Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of Delaware, without
regard to principles of conflicts of laws thereof.

                            [SIGNATURE PAGE FOLLOWS]

                                       2

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         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered as of the date first written above.

                                   HAYES LEMMERZ INTERNATIONAL, INC.,
                                       a Delaware corporation

                                       By: _______________________________
                                           Patrick C. Cauley
                                           General Counsel and Secretary

                                   HLI PARENT COMPANY, INC.,
                                       a Delaware corporation

                                       By: _______________________________
                                           Patrick C. Cauley
                                           General Counsel and Secretary

                                   HLI OPERATING COMPANY, INC.,
                                       a Delaware corporation

                                       By: _______________________________
                                           Patrick C. Cauley
                                           General Counsel and Secretary

<PAGE>

                                                                       EXHIBIT A

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                           HLI OPERATING COMPANY, INC.

                  The undersigned, Patrick C. Cauley, certifies that he is the
duly appointed Secretary of HLI Operating Company, Inc., a corporation organized
and existing under the laws of the State of Delaware (the "Corporation"), and
does hereby further certify as follows:

         (1)      The name of the Corporation is HLI Operating Company, Inc.

         (2)      The name under which the Corporation was originally
                  incorporated was HLI OpCo, Inc. and the original Certificate
                  of Incorporation of the Corporation was filed with the
                  Secretary of State of the State of Delaware on March 26, 2003.

         (3)      This Amended and Restated Certificate of Incorporation was
                  duly adopted by the written consent of the Directors of the
                  Corporation and by the written consent of the sole Stockholder
                  of the Corporation in accordance with the applicable
                  provisions of Sections 141, 228, 242 and 245 of the General
                  Corporation Law of the State of Delaware.

         (4)      The text of the Certificate of Incorporation of the
                  Corporation, as amended, is hereby amended and restated to
                  read in its entirety, as follows:

                  FIRST: The name of the Corporation is HLI Operating Company,
Inc. (hereinafter, the "Corporation").

                  SECOND: The address of the registered office of the
Corporation in the State of Delaware is 2711 Centerville Road, Suite 400, in the
City of Wilmington, County of New Castle. The name of its registered agent at
that address is Corporation Service Company.

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                  THIRD: The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under the
General Corporation Law of the State of Delaware as set forth in Title 8 of the
Delaware Code (the "GCL").

                  FOURTH: The total number of shares of stock which the
Corporation shall have the authority to issue is 700,000, (i) 600,000 shares of
which shall be denominated as common stock, each having a par value of one penny
($.01); and (ii) 100,000 shares of which shall be denominated as Series A
Cumulative Redeemable Exchangeable Preferred Stock (the "Series A Preferred
Stock"), each having a par value of one dollar ($1.00) and otherwise having the
rights and preferences set forth in Article FIFTH hereof.

                  FIFTH: The Series A Preferred Stock shall have the following
rights and preferences:

                  Section 1.        Rank. All shares of Series A Preferred
Stock, as to distribution of assets upon liquidation, dissolution or winding up
of the Corporation, whether voluntary or involuntary, shall rank senior to the
Corporation's now or hereafter issued Common Stock or any other common stock of
any class of the Corporation. The term "Common Stock" shall mean the common
stock, par value $.01 per share, of the Corporation as the same exists at the
date hereof or as such stock may be constituted from time to time.

                  Section 2.        Dividends.

                           (a)      The holders of the Series A Preferred Stock
shall be entitled to receive cumulative cash dividends when, as and if declared
by the board of directors of the Corporation (the "Board of Directors") out of
funds of the Corporation legally available therefor, at a rate per share of 8%
of the Liquidation Preference (as defined below) per annum, and no more, which
shall be fully cumulative, shall accrue (until declared and paid) without
interest from the date of first issuance and shall be payable in arrears on
March 31, June 30, September 30 and December 31 of each year, commencing June
30, 2003, to the holders of record of shares of Series A Preferred Stock as of
the immediately preceding March 15, June 15, September 15 and December 15,
respectively. Dividends shall cease to accrue in respect of any share of Series
A Preferred Stock on the date on which (i) such share is redeemed by the
Corporation pursuant to Section 4 of this Article FIFTH on the date (the
"Exchange Date") or (ii) such share is exchanged by the holder thereof pursuant
to Section 5 of this Article FIFTH, unless the Corporation shall have failed to
(A) in the case of an exchange, deliver the appropriate number of

<PAGE>

shares of common stock, par value $.01 per share, of HLI Holding Company, Inc.,
a Delaware corporation or its successors in interest ("New HLI Common Stock"),
in respect of such share of Series A Preferred Stock on such Exchange Date or
(B) in the case of a redemption, pay the relevant Redemption Price (as defined
below) on the date fixed for redemption. The amount of dividends payable on any
period shorter than a full yearly dividend period shall be computed on the basis
of a 360-day year of twelve 30-day months.

                           (b)      Holders of the Series A Preferred Stock
shall not be entitled to any dividends, whether payable in cash, property or
stock, in excess of the dividends as herein described.

                  Section 3.        Liquidation Preference. In the event of a
liquidation, dissolution or winding up (each, a "Dissolution Event") of the
Corporation, whether voluntary or involuntary, the holders of Series A Preferred
Stock shall be entitled to receive out of the assets of the Corporation, whether
such assets are stated capital or surplus of any nature, an amount equal to $100
per share (the "Liquidation Preference"), plus all dividends accrued and unpaid
thereon (whether or not declared) to the date of final distribution to such
holders, without interest, and no more, before any payment shall be made or any
assets distributed to the holders of Common Stock or any other class or series
of the Corporation's capital stock ranking junior as to liquidation rights to
the Series A Preferred Stock; provided, however, that such rights shall accrue
to the holders of Series A Preferred Stock only in the event that the
Corporation's payments with respect to the liquidation preferences of the
holders of capital stock of the Corporation ranking senior as to liquidation
rights to the Series A Preferred Stock (the "Senior Liquidation Securities") are
fully met. If the assets of the Corporation available for distribution after the
liquidation preference of the Senior Liquidation Securities are fully met are
not sufficient to pay an amount equal to (A) the Liquidation Preference plus all
accrued and unpaid dividends on the Series A Preferred Stock plus (B) the
liquidation preference and all accrued and unpaid dividends on any other series
of the Corporation's capital stock having liquidation rights that are pari passu
with the shares of Series A Preferred Stock (the "Pari Passu Liquidation
Securities"), then the assets of the Corporation shall be distributed ratably
among the holders of the Series A Preferred Stock and the Pari Passu Liquidation
Securities in proportion to the respective preferential amounts to which each is
entitled (but only to the extent of such preferential amounts). Neither a
consolidation, merger or other business combination of the Corporation with or
into another corporation or other entity nor a sale or transfer of all or part
of the Corporation's assets for cash, securities or other property shall be
considered a liquidation, dissolution or winding up of the Corporation for
purposes of this Section

<PAGE>

4 (unless in connection therewith the liquidation of the Corporation is
specifically approved).

                  The holder of any shares of Series A Preferred Stock shall not
be entitled to receive any payment owed for such shares under this Section 3
until such holder shall cause to be delivered to the Corporation (i) the
certificate(s) representing such shares of Series A Preferred Stock and (ii)
transfer instrument(s) satisfactory to the Corporation and sufficient to
transfer such shares of Series A Preferred Stock to the Corporation free of any
adverse interest.

                  Section 4.        Redemption.

                           (a)      Optional Redemption. At any time from and
after June 3, 2013, the Corporation, at its option, may at any time redeem, in
whole or from time to time in part, the Series A Preferred Stock on any date set
by the Board of Directors for a redemption price per share equal to the
Liquidation Price plus all accrued and unpaid dividends thereon (whether or not
declared) to the date of redemption (the "Redemption Price"). The Corporation
shall, at its option, pay the Redemption Price (i) in cash, out of funds legally
available therefor, or (ii) by delivering a number of duly authorized, validly
issued, fully paid and nonassessable shares of New HLI Common Stock equal to the
Redemption Price divided by the Current Market Price (as defined below) on the
date of redemption. As used herein, the term "Current Market Price" shall mean
the average closing price per share of New HLI Common Stock over the 20
consecutive trading days immediately preceding the date of the notice of
redemption, as reported by the primary automated inter-dealer quotation system
or securities exchange on which the New HLI Common Stock shall then be quoted or
listed, as the case may be.

                  In case of the redemption of less than all of the then
outstanding Series A Preferred Stock, the Corporation shall select the shares of
Series A Preferred Stock to be redeemed pro rata or by lot.

                           (b)      Procedures for Redemption. Not more than 60
nor less than 30 days prior to the redemption date, notice by first class mail,
postage prepaid, shall be given to each holder of record of the Series A
Preferred Stock to be redeemed, at such holder's address as it shall appear upon
the stock transfer books of the Corporation. Each such notice of redemption
shall specify the date fixed for redemption, the redemption price per share, the
place or places of payment and that payment will be made upon presentation and
surrender of the certificate(s) evidencing the shares of Series A Preferred
Stock to be redeemed.

<PAGE>

                  Any notice that is mailed as herein provided shall be
conclusively presumed to have been duly given, whether or not the holder of the
Series A Preferred Stock receives such notice; and failure to give such notice
by mail, or any defect in such notice, to the holders of any shares designated
for redemption shall not affect the validity of the proceedings for the
redemption of any other shares of Series A Preferred Stock. On or after the date
fixed for redemption as stated in such notice, each holder of the shares called
for redemption shall surrender the certificate evidencing such shares to the
Corporation at the place designated in such notice and shall thereupon be
entitled to receive payment of the Redemption Price per share. If less than all
the shares represented by any such surrendered certificate are redeemed, a new
certificate shall be issued without cost to the holder thereof representing the
unredeemed shares. If such notice of redemption shall have been so mailed and
if, on or prior to the redemption date specified in such notice all funds or, if
applicable, shares of New HLI Common Stock necessary for such redemption shall
have been set aside by the Corporation, separate and apart from its other funds
and securities, in trust for the account of the holders of the shares so to be
redeemed (so as to be and continue to be available therefor), then on and after
the redemption date, notwithstanding that any certificate for shares of the
Series A Preferred Stock so called for redemption shall not have been
surrendered for cancellation, all shares of the Series A Preferred Stock with
respect to which such notice shall have been mailed and as to which such funds
and/or shares shall have been set aside shall be deemed to be no longer
outstanding and all rights with respect to such shares of the Series A Preferred
Stock so called for redemption shall forthwith cease and terminate, except the
right of the holders thereof to receive out of the funds and/or shares so set
aside in trust the amount payable on redemption thereof without interest
thereon. However, if such notice of redemption shall have been so mailed and if,
prior to the redemption date specified in such notice, all said funds and/or
shares necessary for such redemption shall have been irrevocably deposited in
trust, for the account of the holders of the shares so to be redeemed (so as to
be and continue to be available therefor), with a corporation organized and
doing business under the laws of the United States or any State thereof or of
the District of Columbia (or a corporation or other person permitted to act as a
trustee by the Securities and Exchange Commission) authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $100,000,000 and subject to supervision or examination by Federal, State
or District of Columbia authority, then, upon the making of such irrevocable
deposit and without awaiting the redemption date, all shares of the Series A
Preferred Stock with respect to which such notice shall have been so mailed and
as to which such funds and/or shares shall have been so irrevocably deposited
shall be deemed to be no longer outstanding, and all rights with respect to such
shares of the Series A Preferred Stock so called for redemption shall forthwith
cease and terminate except the right of the holders thereof

<PAGE>

on or after the redemption date to receive out of the funds and/or shares so
irrevocably deposited in trust the amount payable upon redemption thereof
without interest thereon.

                  The holder of any shares of Series A Preferred Stock redeemed
upon any exercise of the Corporation's redemption right shall not be entitled to
receive payment of the Redemption Price per share until such holder shall cause
to be delivered to the place specified in the notice given with respect to such
redemption (i) the certificate(s) representing such shares of Series A Preferred
Stock redeemed and (ii) transfer instrument(s) satisfactory to the Corporation
and sufficient to transfer such shares of Series A Preferred Stock to the
Corporation free of any adverse interest.

                           (c)      Fractional Shares. No fractional shares of
New HLI Common Stock or securities representing fractional shares of New HLI
Common Stock shall be delivered upon redemption of the Series A Preferred Stock.
Instead of any fractional shares of New HLI Common Stock which would otherwise
be deliverable upon the redemption of a share of Series A Preferred Stock, the
Corporation shall pay to the person or persons to whom any such share would
otherwise be delivered a cash adjustment in respect of such fractional interest
in an amount (computed to the nearest cent) equal to the value of such
fractional share of New HLI Common Stock based upon the Current Market Price,
provided that, for purposes of this clause (c), all Series A Preferred Stock
beneficially owned by a person and all affiliates of such person shall be
treated as beneficially owned by, and redeemed from, a single person.

                  Section 5.        Exchange.

                           (a)      The outstanding shares of Series A Preferred
Stock shall be exchangeable, in whole or in part, at the option of the holder at
any time for a number of duly authorized, validly issued, fully paid and
nonassessable shares of New HLI Common Stock equal to (i) the aggregate
Liquidation Preference of the shares of Series A Preferred Stock so exchanged
plus all accrued and unpaid dividends thereon (whether or not declared) to the
Exchange Date divided by (ii) 125% of the Emergence Share Price (as defined
below). As used herein, the term "Emergence Share Price" shall have the meaning
ascribed to such term in the Modified First Amended Joint Plan of Reorganization
of Hayes Lemmerz International, Inc., and its Affiliated Debtors and Debtors in
Possession, as Further Modified, dated as of April 9, 2003. In the event of any
stock split, stock dividend, recapitalization or similar transaction with
respect to the new HLI Common Stock,

<PAGE>

an appropriate adjustment shall be made hereunder as determined in good faith by
the Board of Directors of the Corporation.

                           (b)      Procedure for Exchange. In order to exercise
the exchange right provided in Section 5(a) of this Article FIFTH, a holder of
shares of Series A Preferred Stock (an "Exchanging Holder") shall surrender the
certificate or certificates representing the shares of Series A Preferred Stock
to be exchanged, duly endorsed in blank, to the Secretary of the Corporation,
accompanied by written notice addressed to the Corporation specifying the number
(in whole shares) of such Exchanging Holder's shares of Series A Preferred Stock
evidenced by such certificate or certificates to be exchanged and the name or
names in which such Exchanging Holder wishes the certificate or certificates for
New HLI Common Stock to be issued; in case such notice shall specify that New
HLI Common Stock be issued in a name or names other than that of such Exchanging
Holder, such notice shall be accompanied by (i) a duly executed instrument of
transfer satisfactory to the Corporation and sufficient to transfer such shares
of Series A Preferred Stock to the Corporation free of any adverse interest and
(ii) payment of all transfer or similar taxes (or evidence reasonably
satisfactory to the Corporation demonstrating that such taxes have been paid or
are not payable) payable upon the issuance of New HLI Common Stock in such name
or names. As promptly as practicable after the surrender of such shares of
Series A Preferred Stock as aforesaid, but in any event not later than the fifth
business day after such surrender, the Corporation shall deliver or cause to be
delivered to any Exchanging Holder, or such other person upon the written order
of such Exchanging Holder, a certificate or certificates for the number of whole
shares of New HLI Common Stock issuable upon the exchange of such shares of
Series A Preferred Stock in accordance with the provisions hereof and any cash
payment in lieu of any fractional shares of New HLI Common Stock, as provided in
Section 5(c) of this Article FIFTH. The Corporation shall issue certificates for
the balance of any remaining shares of Series A Preferred Stock in any case in
which fewer than all of the shares of Series A Preferred Stock represented by a
certificate are exchanged.

                           (c)      Fractional Shares. No fractional shares of
New HLI Common Stock or securities representing fractional shares of New HLI
Common Stock shall be issued upon exchange of the Series A Preferred Stock.
Instead of any fractional shares of New HLI Common Stock which would otherwise
be deliverable upon the exchange of a share of Series A Preferred Stock, the
Corporation shall pay to the person or persons to whom any such share would
otherwise be delivered a cash adjustment in respect of such fractional interest
in an amount (computed to the nearest cent) equal to the value of such
fractional share of New HLI Common Stock based upon the Current Market Price,
provided that, for purposes of this clause (c),

<PAGE>

all Series A Preferred Stock beneficially owned by a person and all affiliates
of such person shall be treated as beneficially owned, and exchanged, by a
single person.

                           (d)      Dividends. Dividends on any shares of Series
A Preferred Stock to be exchanged shall cease to accrue on the applicable
Exchange Date, whether or not certificates for shares of Series A Preferred
Stock are surrendered for exchange on such Exchange Date unless the Corporation
shall default in the delivery of shares of New HLI Common Stock in exchange
therefor.

                  Section 6.        Voting Rights. The holders of Series A
Preferred Stock shall vote together as a single class with the holders of Common
Stock of the Corporation on all matters submitted to a vote of the stockholders
of the Corporation. Each share of Series A Preferred Stock shall entitle the
holder thereof to cast one-tenth (1/10th) of one vote on each matter submitted
to a vote of the stockholders of the Corporation. In the event of any stock
split, stock dividend, recapitalization or similar transaction with respect to
the Corporation's Common Stock, an appropriate adjustment shall be made as
determined in good faith by the Board of Directors of the Corporation to ensure
that the Series A Preferred Stock has, in the aggregate, voting power equal to
1/60th of the aggregate vote of all of the voting stock of the Corporation.

                  Section 7.        Preemptive Rights. The holders of Series A
Preferred Stock shall not be entitled to any preemptive or subscription rights
in respect of any securities of the Corporation.

                  SIXTH: The Corporation shall not issue any nonvoting equity
securities to the extent prohibited by Section 1123 of Title 11 of the United
States Code (the "Bankruptcy Code") as in effect on the effective date of the
First Amended Plan of Reorganization of Hayes Lemmerz International, Inc. and
its Affiliated Debtors and Debtors in Possession (the "Reorganization Plan");
provided, however, that this Article SIXTH (a) will have no further force and
effect beyond that required under Section 1123 of the Bankruptcy Code, (b) will
have such force and effect, if any, only for so long as such section of the
Bankruptcy Code is in effect and applicable to the Corporation, and (c) in all
events may be amended or eliminated in accordance with such applicable law as
from time to time may be in effect.

                  SEVENTH: The following provisions are inserted for the
management of the business and the conduct of the affairs of the Corporation,
and for further definition, limitation and regulation of the powers of the
Corporation and of its directors and stockholders:

<PAGE>

                  (1)      The business and affairs of the Corporation shall be
                           managed by or under the direction of the Board of
                           Directors.

                  (2)      The directors shall have concurrent power with the
                           stockholders to make, alter, amend, change, add to or
                           repeal the By-Laws of the Corporation.

                  (3)      The number of directors of the Corporation shall be
                           as from time to time fixed by, or in the manner
                           provided in, the By-Laws of the Corporation. Election
                           of directors need not be by written ballot unless the
                           By-Laws so provide.

                  (4)      No director shall be personally liable to the
                           Corporation or any of its stockholders for monetary
                           damages for breach of fiduciary duty as a director,
                           except for liability (i) for any breach of the
                           director's duty of loyalty to the Corporation or its
                           stockholders, (ii) for acts or omissions not in good
                           faith or which involve intentional misconduct or a
                           knowing violation of law, (iii) pursuant to Section
                           174 of the Delaware General Corporation Law or (iv)
                           for any transaction from which the director derived
                           an improper personal benefit. Any repeal or
                           modification of this Article SEVENTH by the
                           stockholders of the Corporation shall not adversely
                           affect any right or protection of a director of the
                           Corporation existing at the time of such repeal or
                           modification with respect to acts or omissions
                           occurring prior to such repeal or modification.

                  (5)      In addition to the powers and authority herein before
                           or by statute expressly conferred upon them, the
                           directors are hereby empowered to exercise all such
                           powers and do all such acts and things as may be
                           exercised or done by the Corporation, subject,
                           nevertheless, to the provisions of the GCL, this
                           Certificate of Incorporation, and any By-Laws adopted
                           by the stockholders; provided, however, that no
                           By-Laws hereafter adopted by the stockholders shall
                           invalidate any prior act of the directors which would
                           have been valid if such By-Laws had not been adopted.

                  EIGHTH: The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by law, as now or
hereafter in effect, and such right to indemnification shall continue as to a
person who has ceased to be a

<PAGE>

director or officer of the Corporation and shall inure to the benefit of his or
her heirs, executors and personal and legal representatives; provided, however,
that, except for proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director or officer (or his
or her heirs, executors or personal or legal representatives) in connection with
a proceeding (or part thereof) initiated by such person unless such proceeding
(or part thereof) was authorized or consented to by the Board of Directors. The
right to indemnification conferred by this Article EIGHTH shall include the
right to be paid by the Corporation the expenses incurred in defending or
otherwise participating in any proceeding in advance of its final disposition.

                  The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to indemnification and to the
advancement of expenses to employees and agents of the Corporation similar to
those conferred in this Article EIGHTH to directors and officers of the
Corporation.

                  The rights to indemnification and to the advance of expenses
conferred in this Article EIGHTH shall not be exclusive of any other right which
any person may have or hereafter acquire under this Amended and Restated
Certificate of Incorporation, the By-Laws of the Corporation, any statute,
agreement, vote of stockholders or disinterested directors or otherwise.

                  Any repeal or modification of this Article EIGHTH by the
stockholders of the Corporation shall not adversely affect any rights to
indemnification and to the advancement of expenses of a director or officer of
the Corporation existing at the time of such repeal or modification with respect
to any acts or omissions occurring prior to such repeal or modification.

                  NINTH: Meetings of stockholders may be held within or without
the State of Delaware, as the By-Laws may provide. The books of the Corporation
may be kept (subject to any provision contained in the GCL) outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the By-Laws of the Corporation.

                  TENTH: The Corporation reserves the right to amend, alter,
change or repeal any provision contained in this Amended and Restated
Certificate of Incorporation, in the manner now or hereafter prescribed by
statute, and all rights conferred upon stockholders herein are granted subject
to this reservation.

<PAGE>

                                       [SIGNATURE PAGE FOLLOWS]

<PAGE>

                  IN WITNESS WHEREOF, the Corporation has caused this Amended
and Restated Certificate of Incorporation to be executed on its behalf this 30th
day of May, 2003.

                                            HLI OPERATING COMPANY, INC.

                                            By: /s/ Patrick C. Cauley
                                                Patrick C. Cauley
                                                Secretary