**EXHIBIT 10.22****SECOND AMENDMENT**          THIS SECOND AMENDMENT is dated as of May 27, 2005 (this “Amendment”), and relates tothat certain (a) Receivables Financing Agreement, dated as of December 9, 2004 (as amended by thatcertain First Amendment, dated as of February 7, 2005, and as further amended, restated,supplemented or otherwise modified from time to time, the “Financing Agreement”), among HLFunding II, Inc., a Delaware corporation (“HL II”), CAFCO, LLC, as an “Investor”, Citibank,N.A., as a “Bank”, Citicorp North America, Inc., as the program agent (“Program Agent”) andas an “Investor Agent”, HLI Operating Company, Inc. as “Servicer” (“HLIOC”) and Citibank,N.A. as the “Disbursement Agent”, and the other financial institutions from time to time a partythereto as “Investors”, “Banks” and/or “Investor Agents” (as each such quoted term is defined inthe Financing Agreement), (b) Secondary Purchase Agreement, dated as of December 9, 2004 (asamended, restated, supplemented or otherwise modified from time to time, the “SecondaryPurchase Agreement”), among HL II and HL Funding I, LLC (“HL I”), and (c) OriginatorPurchase Agreement, dated as of December 9, 2004 (as amended, restated, supplemented or otherwisemodified from time to time, the “Originator Purchase Agreement”), among the persons listedon Schedule 1 thereto as “Originators” and HL I, and is hereby made by HL I, HL II, the ProgramAgent, the Originators (as defined immediately prior to giving effect to this Amendment), Hub &Drum (as defined below) and Akron (as defined below). Capitalized terms used herein and nototherwise defined shall have the meanings ascribed to them in the Financing Agreement, or if notdefined therein, in the Originator Purchase Agreement, or if not defined therein, in the SecondaryPurchase Agreement, in each case, as modified hereby.WITNESSETH:          WHEREAS, HLIOC has advised HL I, HL II and the Program Agent that (a) Hayes LemmerzInternational – Commercial Highway, Inc. (“HLI – Commercial Highway”) has formed awholly-owned Subsidiary named Hayes Lemmerz International – Hub and Drum, LLC, established as aDelaware limited liability company (“Hub & Drum”), and (b) HLI – Commercial Highway intendsto (i) pursuant to a transfer, assignment, contribution and amendment agreement, transfer to Hub &Drum HLI – Commercial Highway’s Stock in HL I and all other assets, liabilities and obligations ofHLI – Commercial Highway relating to the Receivables arising out of the Berea, Kentucky andChattanooga, Tennessee operations, which Receivables have been previously transferred to HL I inconnection with the Originator Purchase Agreement, and (ii) pursuant to an asset transfer andcontribution agreement, transfer all other assets and liabilities of the Berea, Kentucky andChattanooga, Tennessee operations from HLI – Commercial Highway to Hub & Drum (collectively, the“Hub & Drum Transaction”);          WHEREAS, HLI – Commercial Highway, has requested that in connection with the Hub & DrumTransaction, that the Program Agent, HL II and HL I consent to the addition of Hub & Drum as anOriginator pursuant to Section 2.09 of the Originator Purchase Agreement and the definition of“Originator” in the Financing Agreement (the “Addition of Hub & Drum”);          WHEREAS, HLIOC has advised HL I, HL II and the Program Agent that (a) HLI Commercial HighwayHolding Company, Inc. (“HLICH Holding”) has formed a wholly-owned Subsidiary named HayesLemmerz International – Akron, LLC, established as a DelawareSecond Amendment
 

 
limited liability company (“Akron”), (b) following the Hub & Drum Transaction, HLI –Commercial Highway and Hayes Lemmerz International – Texas, Inc., a Texas corporation (“HLITexas”) intends to merge with and into HLICH Holding pursuant to a merger agreement (the“Initial Merger”), and (c) immediately following the Initial Merger, HLICH Holding intendsto (i) pursuant to an asset transfer, assignment, contribution and amendment agreement, transferthe Stock issued by HL I to HLICH Holding (as successor by merger to HLI – Commercial Highway) inHL I and all other assets, liabilities and obligations of HLICH Holding (as successor by merger toHLI – Commercial Highway) relating to the Receivables arising out of the Akron, Ohio operations,which Receivables have been previously transferred to HL I in connection with the OriginatorPurchase Agreement, and (ii) pursuant to an asset transfer and contribution agreement, transfer allother assets and liabilities related to the Akron, Ohio operations to Akron (collectively, the“Akron Transaction”);          WHEREAS, HLI – Commercial Highway, has requested that in connection with the AkronTransaction, that the Program Agent, HL II, HL I and the Originators consent to the contemporaneousremoval of HLI – Commercial Highway as an Originator (the “Originator Removal”) and theaddition of Akron as an Originator pursuant to Section 2.09 of the Originator Purchase Agreementand the definition of “Originator” in the Financing Agreement (the “Addition of Akron”);          WHEREAS, HLIOC has advised that immediately following the Hub & Drum Transaction and the AkronTransaction, HLICH Holding will merge with and into HLIOC (the “HLIOC Merger”);          WHEREAS, the Program Agent, Investor Agent, HL I, HL II, and the Originators are willing togrant the requested consents on the terms and conditions set forth herein;          WHEREAS, HLIOC and HL II have also requested, and the Program Agent and Investor Agent haveconsented to, certain other modifications to the Financing Agreement as set forth herein;          NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree asfollows:          1. Amendments to Financing Agreement on Effective Date. As of the “Effective Date”(as defined in Section 5 below), the Financing Agreement is hereby amended as follows:          (a) The definition of “Borrowing Base” in Section 1.01 of the Financing Agreement isdeleted in its entirety and replaced with the following:          “Borrowing Base” means, at any time, an amount computed asNRPB - (YFR + RLDR + MFA)          where:Second Amendment
 

 
          NRPB = the Net Receivables Pool Balance at such timeof computation.          YFR = the Yield and Fee Reserve at such time ofcomputation.          RLDR = the Required Loss and Dilution Reserve atsuch time of computation.          MFA = the Monthly Fluctuation Amount.          (b) The definition of “Concentration Limit” in Section 1.01 of the Financing Agreementis deleted in its entirety and replaced with the following:“Concentration Limit” for any Obligor means at any time 8.67%(“Normal Concentration Limit”), or such other higher amount (“SpecialConcentration Limit”), for such Obligor designated on Schedule 1.01-1 heretoand, after the date of this Agreement designated by the Program Agent andeach Investor Agent in a writing delivered to the Borrower; provided that inthe case of an Obligor with any Affiliated Obligor, the Concentration Limitshall be calculated as if such Obligor and such Affiliated Obligor are oneObligor; provided further that the Program Agent may reduce or cancel in theProgram Agent’s reasonable discretion, or the Program Agent and all InvestorAgents may increase, any Special Concentration Limit upon five BusinessDays’ prior notice to the Borrower (with a copy to each of the otherAgents).          (c) The definition of “Diluted Receivable” in Section 1.01 of the Financing Agreementis amended by deleting the final proviso in its entirety and replacing it with thefollowing:; *provided*that for the purposes of calculating the Dilution Percentage orDilution Ratio, the portion of any Receivable that constitutes a “DilutedReceivable” solely because of any of the dilution factors set forth inSchedule 1.01-3 shall not be included as a “Diluted Receivable”.          (d) The definition of “Dilution Reserve” in Section 1.01 of the Financing Agreement isdeleted in its entirety.          (e) The definition of “Loss Percentage” in Section 1.01 of the Financing Agreement isdeleted in its entirety and replaced with the following:“Loss Percentage” means, as of any date, the product of (a) twomultiplied by (b) the Loss Horizon Factor as of the last day of the mostrecently ended Month multiplied by (c) the highest of the Loss Ratios forthe twelve most recently ended Months.          (f) The definition of “Loss Reserve” in Section 1.01 of the Financing Agreement isdeleted in its entirety.Second Amendment
 

 
          (g) The definition of “Required Loss and Dilution Reserve” is added in the properalphanumerical order to Section 1.01 of the Financing Agreement as follows:“Required Loss and Dilution Reserve” means, as of any date, the NetReceivables Pool Balance on such date multiplied by the greater of:     (a) the sum of the Loss Percentage plus the Dilution Percentageas of such date; and     (b) the sum of (i) three times the Normal Concentration Limitplus (ii) the average of the Dilution Ratios as of the last day ofeach of the twelve most recently ended Months multiplied by theDilution Horizon Factor as of such date.          (h) Schedule 1.01-1 of the Financing Agreement is deleted in its entirety and replacedwith Exhibit B attached hereto.          2. Consent and Amendments As of Restructuring Effective Date. As of the“Restructuring Effective Date” (as defined in Section 6 below):          (a) The Program Agent, HL I, HL II and the Originators hereby consent to the Additionof Hub & Drum, the Originator Removal and the Addition of Akron.          (b) Each of Schedule 1, Exhibit C and Exhibit D to the Originator Purchase Agreementshall be amended and restated by such schedules and exhibits attached as Exhibit Ahereto to reflect the Addition of Akron, the Addition of Hub & Drum and the OriginatorRemoval.          (c) Schedule 1.01-4 of the Financing Agreement shall be amended by deleting “HayesLemmerz International – Commercial Highway, Inc.” and adding “Hayes Lemmerz International –Akron, LLC” and “Hayes Lemmerz International – Hub & Drum, LLC” under the reference to“Originators” thereon.          3. Joinder of Additional Originators. As of the Restructuring Effective Date, each ofAkron and Hub & Drum agrees to be bound by all of the provisions of the Originator PurchaseAgreement and each other Transaction Document applicable to an Originator thereunder and agreesthat it shall, on the Restructuring Effective Date become an Originator for all purposes of theOriginator Purchase Agreement and each other Transaction Document to the same extent as iforiginally a party thereto and to assume as of such date from HLICH Holding and HLI – CommercialHighway, respectively, all of their respective liabilities and obligations under the OriginatorPurchase Agreement relating to or arising from the Akron, Ohio operations and the Berea, Kentuckyand Chattanooga, Tennessee operations of such entities, respectively.          4. Representations and Warranties. (a) As of the Effective Date, Originators (asdefined prior to the Restructuring Effective Date), hereby represent and warrant to HL I, (b) as ofthe Restructuring Effective Date, Originators (as defined as of the Restructuring EffectiveSecond Amendment
 

 
Date), hereby represent and warrant to HL I, and (c) as of each of the Effective Date andRestructuring Effective Date, HL I hereby represents and warrants to HL II, and HL II and HLIOCeach represent and warrant to Program Agent (for the benefit of itself, Investor Agents, Investors,Banks and Disbursement Agent) that (i) all of the representations and warranties of such Person inthe Transaction Documents are true and correct in all respects on and as of such date as thoughmade to each such Person on and as of such date (other than representations and warranties whichexpressly speak as of a different date, which representations shall be made only on such date),(ii) each of the recitals accurately describes the transactions described therein in all respects,and (iii) as of such date, no Event of Termination, Incipient Event of Termination, or ServicerDefault has occurred and is continuing.          5. Effective Date. The “Effective Date” shall occur upon the satisfaction ofthe following conditions precedent:          (a) The Program Agent shall have received counterparts hereof executed by each Personfor which a signature block is attached hereto.          (b) Each of the representations and warranties contained in this Amendment which speaksas of the Effective Date shall be true and correct in all respects on and as of theEffective Date.          (c) The Program Agent shall have received an amendment fee in the amount of $40,000 inimmediately available funds; and the parties hereto agree that such amendment fee shall befully earned on the date hereof and shall be nonrefundable.          (d) All legal expenses, disbursements and fees of Sidley Austin Brown & Wood LLP,counsel to the Program Agent, through May 20, 2005, in the amount of $40,214.85 (for which astatement has been rendered to Borrower) shall have been paid by Borrower in immediatelyavailable funds.          6. Restructuring Effective Date. The “Restructuring Effective Date” shalloccur upon the satisfaction of the following conditions precedent:          (a) The Program Agent shall have received counterparts hereof executed by each Personfor which a signature block is attached hereto.          (b) Each of the representations and warranties contained in this Amendment which speaksas of the Restructuring Effective Date shall be true and correct in all respects on and asof the Restructuring Effective Date.          (c) The Program Agent, Akron, Hub & Drum and CNAI, in its capacity as administrativeagent under the Credit Agreement, shall have executed and delivered signature pages to anagreement joining Akron and Hub & Drum as parties to the Intercreditor Agreement, whichagreement shall be in form and substance satisfactory to the Program Agent;          (d) Each of the following shall have been received, in each case in form and substancesatisfactory to HL I, HL II and the Program Agent:Second Amendment
 

 
          (i) Secretary’s Certificates. A certificate of the secretary or anassistant secretary of (1) each of Akron and Hub & Drum, dated as of theRestructuring Effective Date, and certifying (A) that attached thereto is a true andcomplete copy of the Charter Documents of such Person, and, with respect to thecertificate or articles of incorporation or certificate of formation, is certifiedas of a recent date by the Secretary of State of the State of such Person’sorganization, (B) that attached thereto is a true and complete copy of theresolutions of the board of directors of such Person or committees thereofauthorizing the execution, delivery and performance of the Originator PurchaseAgreement and the other Transaction Documents to which the Originators are bound andthe transactions contemplated hereby and thereby, and that such resolutions have notbeen amended, modified, revoked or rescinded and are in full force and effect, and(C) as to the incumbency and specimen signature of each officer executing thisAmendment or any other document delivered in connection therewith on behalf of suchPerson, and (2) HL I certifying that attached thereto is a true and complete copy ofHL I’s operating agreement, as amended to reflect the addition of Akron and Hub &Drum as members and the removal of HLI – Commercial Highway as a member;          (ii) Officer’s Certificate. A certificate of a Financial Officer ofeach of Akron and Hub & Drum, dated the Restructuring Effective Date, and certifyingsuch Person is in the same or a related line of business as the existingOriginators;          (iii) Good Standing Certificates. Certificates of compliance, ofstatus or of good standing, dated as of a recent date, from the Secretary of Stateor other appropriate authority of such jurisdiction, with respect to each of Akronand Hub & Drum in each state where such Person is organized and where the ownership,lease or operation of property or the conduct of business requires it to qualify asa foreign limited liability company, except where the failure to so qualify wouldnot have a Material Adverse Effect;          (iv) Consents, Licenses, Approvals, Etc. A Certificate dated theRestructuring Effective Date of a Financial Officer of each of Akron and Hub & Drumeither (A) attaching copies of all consents (including, without limitation, consentsunder loan agreements and indentures to which Akron, Hub & Drum, any Originator orits Affiliates are parties), licenses and approvals required in connection with theexecution, delivery and performance by Akron or Hub & Drum of this Amendment and thevalidity and enforceability of the Amendment against Akron and Hub & Drum, and suchconsents, licenses and approvals shall be in full force and effect or (B) statingthat no such consents, licenses and approvals are so required;          (v) No Litigation. Confirmation that there is no pending or, to itsknowledge after due inquiry, threatened action or proceeding affecting such Akron,Hub & Drum or any of their Subsidiaries before any Governmental Entity that couldreasonably be expected to have a Material Adverse Effect;Second Amendment
 

 
          (vi) Collection Information. Confirmation that neither Akron nor Hub &Drum have any Deposit Accounts or Lockboxes other than Deposit Accounts andLockboxes currently specified on Exhibit D to the Originator Purchase Agreement;          (vii) Financing Statements. Copies of proper financing statements,duly filed on or before the Restructuring Effective Date under the UCC as follows:(A) naming HLI – Commercial Highway as seller and Hub & Drum as buyer in the officeof the Secretary of State of the State of Delaware, (B) naming HLICH Holding asseller and Akron as buyer in the office of the Secretary of State of the State ofDelaware, (C) naming Akron as debtor, HL I as secured party assignor and the ProgramAgent as secured party assignee in the office of the Secretary of State of the Stateof Delaware, (D) naming Hub & Drum as debtor, HL I as secured party assignor and theProgram Agent as secured party assignee in the office of the Secretary of State ofthe State of Delaware, and (E) terminating the financing statement on file in theoffice of the Secretary of State of the State of Delaware naming HLI – CommercialHighway as debtor, HL I as secured party and Program Agent as secured partyassignee;          (viii) UCC Searches. Completed requests for information, dated on orbefore the Restructuring Effective Date, listing all effective financing statementsfiled (A) with respect to Akron, in the jurisdiction of Delaware, (B) with respectto Hub & Drum, in the jurisdiction of Delaware, (C) with respect to HLI Texas, inthe jurisdictions of Texas and Michigan, and (D) with respect to HLICH Holding, inthe jurisdictions of Delaware and Michigan, together with copies of such financingstatements (none of which, except those for which releases or terminations are beingdelivered, shall cover any Collateral or Originator Collateral;          (ix) Legal Opinions. Favorable opinions of Skadden, Arps, Slate,Meagher & Flom LLP, and in-house counsel of Akron and Hub & Drum, as to (a) withrespect to Akron and Hub & Drum, corporate, enforceability, non-contravention, andother matters, in substantially similar form and substance as the legal opinionsoriginally delivered with respect to such matters in connection with the originalclosing of the Financing Agreement, and (b) true sale and substantive consolidationmatters with respect to Akron and Hub & Drum as well as with respect to the impactof the transactions described in the recitals on the legal opinions originallydelivered with respect to such matters in connection with the original closing ofthe Financing Agreement, in each case, in form and substance satisfactory to ProgramAgent;          (x) Transaction Documents. A certificate of the secretary or anassistant secretary of each of HLI – Commercial Highway, HLICH Holding, HLIOC, Akronand Hub & Drum, dated as of the Restructuring Effective Date, and certifying thatattached thereto are the operative documents relating to the Hub & Drum Transaction,the Akron Transaction, and the HLIOC Merger, whichSecond Amendment
 

 
such documents shall be in form and substance reasonably satisfactory toProgram Agent, and which shall reflect the transactions as described in therecitals.          (xi) Additional Items. Such other approvals, opinions or documents asHL I, HL II or the Program Agent (or any of its assignees) may reasonably requestfrom Akron or Hub & Drum.          (e) All reasonable legal expenses, disbursements and fees of Sidley Austin Brown & WoodLLP, counsel to the Program Agent, shall have been paid by Borrower in immediately availablefunds.          7. Reference to and Effect on the Loan Documents.          (a) As applicable, on and after the Effective Date and the Restructuring EffectiveDate, each reference in the Financing Agreement and Originator Purchase Agreement to “thisAgreement”, “hereunder”, “hereof” or words of like import, and each reference in the otherTransaction Documents to the Financing Agreement and Originator Purchase Agreement, shallmean and be a reference to the Financing Agreement and Originator Purchase Agreement asmodified hereby.          (b) Except as specifically amended or consented to above, all of the terms of theFinancing Agreement, Originator Purchase Agreement and all other Transaction Documentsremain unchanged and in full force and effect.          (c) The execution, delivery and effectiveness of this Amendment shall not operate as awaiver of any right, power or remedy of any Investor, Bank, or Investor Agent, or of ProgramAgent, HL I or HL II under any of the Transaction Documents, nor constitute an amendment orwaiver of any provision of any of the Transaction Documents, nor obligate any Investor, Bankor Investor Agent or Program Agent, HL I or HL II to agree to similar consents in thefuture.          8. Costs and Expenses. Subject to Section 5(d) hereof, HL II agrees to pay upondemand in accordance with the terms of Section 11.04 of the Financing Agreement all reasonablecosts and expenses of the Program Agent in connection with the preparation, reproduction,negotiation, execution and delivery of this Amendment, including, without limitation, thereasonable fees, expenses and disbursements of Sidley Austin Brown & Wood, LLP, counsel for theProgram Agent with respect to any of the foregoing.          9. Miscellaneous. The headings herein are for convenience of reference only and shallnot alter or otherwise affect the meaning hereof.          10. Counterparts. This Amendment may be executed in any number of counterparts and bythe different parties hereto in separate counterparts, each of which when so executed and deliveredby facsimile shall be an original, but all of which shall together constitute one and the sameinstrument.          11. GOVERNING LAW. THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THEGENERAL OBLIGATIONS LAW OFSecond Amendment
 

 
THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATEOF NEW YORK.*   *   *Second Amendment
 

 
          IN WITNESS WHEREOF, HL I, HL II, HLIOC, the Program Agent, Akron, Hub & Drum and theOriginators have caused this Amendment to be executed by their respective officers thereunto dulyauthorized as of the date first above written.      **HL FUNDING II, INC.**