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                                                                   Exhibit 10.11


                          CITICORP NORTH AMERICA, INC.
                        388 GREENWICH STREET, 19TH FLOOR
                                 NEW YORK, 10013



                                  June 1, 2004

Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, Michigan 48167
Attention: Gary Findling

             Re: Waiver of Certain Post Closing Covenants

Ladies and Gentlemen:


          Reference is made to that certain Credit Agreement, dated as of June
3, 2003 (as amended, modified or supplemented from time to time, the "Credit
Agreement"), among HLI Operating Company, Inc., a Delaware corporation (the
"Borrower"), Hayes Lemmerz International, Inc., a Delaware corporation
("Holdings"), the Lenders (as defined in the Credit Agreement), the Issuers (as
defined in the Credit Agreement) and Citicorp North America, Inc. as
administrative agent for the Lenders and the Issuers (in such capacity, the
"Administrative Agent"), Lehman Commercial Paper Inc., as syndication agent, and
General Electric Capital Corporation, as documentation agent. Capitalized terms
used herein and not defined shall have the respective meanings ascribed to such
terms in the Credit Agreement.

          Pursuant to Section 7.13 of the Credit Agreement, the Borrower is
obligated to comply with the terms and conditions set forth on Schedule 7.13 to
the Credit Agreement. Clause D of such Schedule 7.13 requires that, except as
otherwise may be agreed by the Administrative Agent, Holdings and the Borrower
shall have caused the Intercompany Loan Documents listed on Annex C (Post
Closing Intercompany Loan Documents) to Schedule 7.13 to be executed and
delivered prior to August 1, 2003 (or such later date as the Administrative
Agent shall agree) and that each such Intercompany Loan Document shall be in
form and substance reasonably acceptable to the Administrative Agent. Holdings
and the Borrower have previously requested and the Administrative Agent has
previously agreed to extend the date prior to which the Intercompany Loan
Documents are required to be delivered by Holdings and the Borrower under
Schedule 7.13 from August 1, 2003 to June 1,2004.

          The Administrative Agent hereby agrees to waive (a) compliance with
Clause D of Schedule 7.13 solely with respect to (x) the Pledge and Security
Agreement by and among HLI Swiss Holdings, LLC, HLI (Europe), LLC and each of
the other entities listed on the signature pages thereof, in favor of HLI
Netherlands B.V., as an Intercompany Lender (the "U.S. Law Security Agreement"),
and (y) any Intercompany Loan Documents that have not, as of the date hereof,
been fully executed and delivered by Holdings and/or the Borrower to the
Administrative Agent for the following Class II Jurisdictions:


          (i) Belgium;

          (ii) Brazil; and

          (iii) The Netherlands;





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and (b) any Event of Default resulting solely from such Intercompany Loan
Documents (including, without limitation, the U.S. Law Security Agreement) not
being fully executed and delivered to the Administrative Agent as required by
Clause D of Schedule 7.13.

          The execution, delivery and effectiveness of this letter agreement
shall not, except as expressly provided herein, operate as a release or waiver
of any right, power or remedy of the Administrative Agent under the Credit
Agreement, the Pledge and Security Agreement or any other Loan Document, nor
constitute a release or waiver of any provision of the Credit Agreement, the
Pledge and Security Agreement or any of the other Loan Documents, including,
without limitation, Section 7.11 of the Credit Agreement.



                            [SIGNATURE PAGE FOLLOWS]









                                       2
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          Please evidence your receipt and acceptance of this letter agreement
by signing the acknowledgment below. This letter agreement may be executed and
delivered in counterparts, each of which when so executed and delivered, shall
be deemed an original and all of which taken together shall constitute one and
the same original agreement.

                                           Very truly yours,

                                           CITICORP NORTH AMERICA, INC.
                                           as Administrative Agent



                                           By: /s/Keith Gerding
                                              ---------------------------------
                                              Name:  Keith Gerding
                                              Title: Vice-President







ACCEPTED AND AGREED
as of the date first above written.


HLI OPERATING COMPANY, INC. as Borrower

By:
   ----------------------------------
   Name:
   Title:


 HAYES LEMMERZ INTERNATIONAL, INC.
        as Holdings

 By:
    -------------------------------
    Name:
    Title:


                           [SIGNATURE PAGE TO WAIVER]

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          Please evidence your receipt and acceptance of this letter agreement
by signing the acknowledgment below. This letter agreement may be executed and
delivered in counterparts, each of which when so executed and delivered, shall
be deemed an original and all of which taken together shall constitute one and
the same original agreement.

                                           Very truly yours,

                                           CITICORP NORTH AMERICA, INC.
                                           as Administrative Agent



                                           By:
                                              ---------------------------------
                                              Name:
                                              Title:







ACCEPTED AND AGREED
as of the date first above written.


HLI OPERATING COMPANY, INC. as Borrower

By:  /s/Gary J Findling
   ----------------------------------
   Name: Gary J Findling
   Title:TREASURER


 HAYES LEMMERZ INTERNATIONAL, INC.
        as Holdings

 By:  /s/Gary J Findling
    -------------------------------
    Name: Gary J Findling
    Title:TREASURER


                           [SIGNATURE PAGE TO WAIVER]