ex10-32





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	AMENDMENT NO. 4
	W I T N E S S E T H :
	Execution Copy
	Computation of Ratios
	Subsidiaries of the Company
	Consent of KPMG LLP
	Powers of Attorney









EXHIBIT 10.32


EXECUTION COPY





AMENDMENT NO. 4

      AMENDMENT NO. 4, dated as of April 20, 2001 (this
“Amendment”), under the THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of
February 3, 1999 (as amended, supplemented or otherwise modified, the
“Agreement”), among HAYES LEMMERZ INTERNATIONAL, INC., a Delaware corporation
(the “Borrower”), the several lenders from time to time parties to such
Agreement (the “Lenders”), CANADIAN IMPERIAL BANK OF COMMERCE, a
Canadian-chartered bank acting through its New York Agency, as administrative
agent for the Lenders thereunder and co-lead arranger (in such capacity, the
“Administrative Agent”), CREDIT SUISSE FIRST BOSTON, as syndication agent for
the Lenders thereunder and co-lead arranger, MERRILL LYNCH CAPITAL CORPORATION,
a Delaware corporation, as co-documentation agent for the Lenders thereunder,
and DRESDNER BANK AG, as co-documentation agent and European Swing Line
Administrator for the Lenders.

 




W I T N E S S E T H :

      WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to the Agreement;
and


      WHEREAS, the Borrower has requested, and the Lenders have agreed, to amend certain of the
provisions of the Agreement;


      NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein contained, the parties hereto hereby agree as follows:


      1. Defined Terms. Terms defined in the Agreement and used herein shall, unless otherwise indicated, have
the meanings given to them in the Agreement.


      2. Amendment to Section 1.1 (Defined Terms). (a) The definitions of the terms, “Leverage Ratio”,
“Permitted Receivables Financing”, “Senior Leverage Ratio”, and “Specified Assets” are hereby amended to read in
their entireties as follows:



		
	 	      “Leverage Ratio”: as of the end of each fiscal quarter of the
Borrower, with respect to the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) Total Indebtedness on such date
(provided that, for purposes of calculating such ratio (i) as of the
end of fiscal quarters other than those ending in fiscal years 2001 and
2002 of the Borrower, Total Indebtedness shall include Indebtedness
described in clause (g) of the definition of such term only to the
extent that the aggregate Dollar Equivalent Amount thereof exceeds
$250,000,000 and (ii) as of the end of fiscal quarters ending in fiscal
years 2001 and 2002 of the Borrower, all such Indebtedness shall be
included) to (b) EBITDA for the twelve month period ending on such
date.



 






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	 	      “Permitted Receivables Financing”: a receivables financing
transaction financed in Dollars or in a currency other than Dollars the
terms and conditions of which that are applicable to the Borrower are
similar to, and no less favorable in any material respects to the
Lenders and the Borrower than the terms of, the receivables financing
transaction entered into by the Borrower on April 30, 1998 (the “1998
Transaction”), provided that the following shall not prevent any such
receivables financing transaction from being a Permitted Receivables
Financing: (a) the fact that the costs associated therewith (including
implicit financing charges) are greater than those applicable to the
1998 Transaction (but only if such costs are consistent with those
generally available at the time of such transaction for sellers of
receivables comparable to the Borrower), (b) the fact that the
committed amount of such transaction is less than $175,000,000
(provided that it is at least $125,000,000) and (c) the fact that such
transaction does not involve a receivables conduit structure.




		
	 	      “Senior Leverage Ratio”: as of the end of each fiscal quarter
of the Borrower, with respect to the Borrower and its Subsidiaries on a
consolidated basis, the ratio of (a) Total Indebtedness on such date
(provided that, for purposes of calculating such ratio (i) as of the
end of fiscal quarters other than those ending in fiscal years 2001 and
2002 of the Borrower, Total Indebtedness shall include Indebtedness
described in clause (g) of the definition of such term only to the
extent that the aggregate Dollar Equivalent Amount thereof exceeds
$250,000,000 and (ii) as of the end of fiscal quarters ending in fiscal
years 2001 and 2002 of the Borrower, all such Indebtedness shall be
included) minus the aggregate principal amount of the Senior
Subordinated Notes outstanding on such date to (b) EBITDA for the
twelve month period ending on such date.




		
	 	      “Specified Assets”: the following assets of Borrower and/or its subsidiaries: (a) the
non-wheel aluminum casting operations of Borrower’s subsidiary, Metaalgietrij Giesen B.V. in Tegelen,
Netherlands; Bergen, Netherlands; and Hoboken, Belgium; and (b) the powertrain and engine components
operations (manifolds, cylinder heads and engine blocks) of Borrower and certain of its subsidiaries.



      3. Amendment to Subsection 2.1(a) and Related Provisions. Subsection 2.1(a) of
the Agreement is hereby amended by deleting the proviso which appears at the end
of the second sentence thereof; subsection 1.1 of the Agreement is hereby
amended by deleting therefrom the term “Clean-Down Amount”; subsection 4.3(g) is
hereby deleted in its entirety; and subsection 7.2(b) of the Agreement is hereby
amended by deleting clause (iv) thereof in its entirety and substituting in lieu
thereof the following:



		
	 	"(iv) the Borrower has set forth in reasonable detail any and all such
calculations necessary to show compliance with all of the financial
condition covenants set forth in subsections 8.1 and 8.9, including,
without limitation, calculations and reconciliations, if any, necessary
to show compliance with such financial condition covenants on the basis
of generally accepted accounting principles in the United States
consistent with those utilized in preparing the audited financial
statements referred to in subsection 5.1, and that such Officer has
obtained no knowledge of any Default or Event of Default except as
specified in such certificate;”



 






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      4. Amendment to Subsection 4.3 (Mandatory Prepayments and Reduction of Revolving Credit Commitments). (a)
Subsection 4.3(c) of the Agreement is hereby amended by deleting the words “180 days” which appear therein and
substituting in lieu thereof the words “90 days”; and


      (b) Subsection 4.3(c) and Subsection 4.3(h) of the Agreement
are each hereby amended by deleting the words “180th day” which appear therein
and substituting in lieu thereof the words “90th day”.


      5. Amendment to Subsection 5.2. Subsection 5.2 of the Agreement is hereby
amended by (i) deleting “July 31, 2000” where it appears therein and inserting,
in lieu thereof, “October 31, 2000” and (ii) inserting at the end of the first
sentence thereof, before the period mark, the following:


		
	 	“provided, however, that no Material Adverse Effect shall be
deemed to have occurred based in whole or in part on any
development or event reflected in or contemplated by the
Borrower’s financial and other information and projections,
dated April 2, 2001 that were delivered to the Lenders on or
about April 2, 2001.





      6. Amendment to Subsection 7.1. Subsection 7.1 of the Agreement is hereby
amended by (a) deleting the “and” at the end of clause (a) thereof and
substituting a semicolon, (b) deleting the semicolon at the end of clause (b)
thereof and substituting in lieu thereof “and” and (c) adding the following new
paragraph (c) immediately following paragraph (b) thereof:



		
	 	      "(c) as soon as available, but in any event within 30 days
after the end of each of the first, second, fourth, fifth, seventh,
eighth, tenth and eleventh monthly periods of each fiscal year of the
Borrower, the unaudited Consolidated balance sheet of the Borrower and
its consolidated Subsidiaries as at the end of such month and the
related unaudited Consolidated statements of income and of cash flows
of the Borrower and its consolidated Subsidiaries for such month and
the portion of the fiscal year through the end of such month, setting
forth (i) in the case of such Consolidated balance sheet, in
comparative form the figures as at the end of the corresponding month
of the previous fiscal year and (ii) in the case of such Consolidated
statements of income and of cash flows, in comparative form the figures
for the corresponding month of the previous fiscal year;”



      7. Amendment to Subsection 8.1(a). Subsection 8.1(a) of the Agreement is hereby
amended by (i) deleting from the table of Leverage Ratios the maximum Leverage
Ratios for fiscal quarters ending in 2001 and 2002 and (ii) replacing them with
the following:



	 	 	 	 	 	 	 	 	 
	Fiscal Quarter						Leverage Ratio	
	
	
	
	
 



	2001
			1st			6.95 to 1.00	
	
	
	
	

	
			2nd			7.25 to 1.00	
	
	
	
	

	
			3rd			6.95 to 1.00	
	
	
	
	

	
			4th			6.40 to 1.00	



 






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	Fiscal Quarter						Leverage Ratio	
	
	
	
	
 



	2002
			1st			5.75 to 1.00	
	
	
	
	

	
			2nd			5.50 to 1.00	
	
	
	
	

	
			3rd			5.50 to 1.00	
	
	
	
	

	
			4th			5.50 to 1.00	



      8. Amendment to Subsection 8.1(b). Subsection 8.1(b) of the Agreement is hereby
amended by (i) deleting from the table of Interest Coverage Ratios the minimum
Interest Coverage Ratios for fiscal quarters ending in 2001 and 2002 and (ii)
replacing them with the following:



	 	 	 	 	 	 	 	 	 
	Fiscal Quarter						Leverage Ratio	
	
	
	
	
 



	2001
			1st			1.50 to 1.00	
	
	
	
	

	
			2nd			1.50 to 1.00	
	
	
	
	

	
			3rd			1.50 to 1.00	
	
	
	
	

	
			4th			1.60 to 1.00	
	
	
	
	

	2002
			1st			1.60 to 1.00	
	
	
	
	

	
			2nd			1.75 to 1.00	
	
	
	
	

	
			3rd			1.75 to 1.00	
	
	
	
	

	
			4th			1.75 to 1.00	



      9. Amendment to Subsection 8.1(c). Subsection 8.1(c) of the Agreement is hereby
amended by (i) deleting from the table of Fixed Charge Coverage Ratios the
minimum Fixed Charge Coverage Ratios for fiscal quarters ending in 2001 and 2002
and (ii) replacing them with the following:



	 	 	 	 	 	 	 	 	 	 
	Fiscal Quarter							Fixed Charge Coverage Ratio	
	
	
	
	
 


	2001
			1st                             			50 to 1.00	
	
	
	
	

		
			2nd                             			50 to 1.00	
	
	
	
	

		
			3rd                             			50 to 1.00	
	
	
	
	

		
			4th                             			65 to 1.00	
	
	
	
	

	2002
			1st                             			75 to 1.00	
	
	
	
	

		
			2nd                             			75 to 1.00	
	
	
	
	

		
			3rd                             			75 to 1.00	
	
	
	
	

		
			4th                             			75 to 1.00	



      10. Amendment to Subsection 8.1(d). Subsection 8.1(d) of the Agreement is hereby amended to read in its
entirety as follows:



		
	 	      "(d) Senior Leverage Ratio. Permit the Senior Leverage Ratio as of the end of any fiscal
quarter set forth below to be greater than the ratio set forth opposite such fiscal quarter below:



 






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	Fiscal Quarter						Senior Leverage Ratio	
	
	
	
	
 



	2000
			4th			3.00 to 1.00	
	
	
	
	

	2001
			1st			3.95 to 1.00	
	
	
	
	

	
			2nd			4.00 to 1.00	
	
	
	
	

	
			3rd			3.75 to 1.00	
	
	
	
	

	
			4th			3.50 to 1.00	
	
	
	
	

	Thereafter,
						3.00 to 1.00"	



      11. Amendment to Subsection 8.6 (Limitation on Sale of Assets). Subsection 8.6 of the Agreement is hereby
amended by deleting in their entirety clauses (b), (h), (i) and (j) thereof and substituting in lieu thereof the
following:



		
	 	      "(b) the sale or other disposition of any assets at fair
market value; provided that the Net Cash Proceeds of all sales of
assets permitted by this clause (b) are applied to make mandatory
prepayments and permanent reductions of the Revolving Credit
Commitments pursuant to subsection 4.3(c), except that (i) the Borrower
and the Guarantor Subsidiaries may use up to $75,000,000 in the
aggregate of such Net Cash Proceeds received by them in any fiscal year
of the Borrower to acquire within 90 days after the receipt thereof,
assets used or useful in the business of the Borrower and the Guarantor
Subsidiaries, and such amount so used need not be so applied pursuant
to subsection 4.3(c) and (ii) the Non-Guarantor Subsidiaries may use
all such Net Cash Proceeds received by them, within 90 days of the
receipt thereof, to (x) prepay, repay or purchase Indebtedness of
Non-Guarantor Subsidiaries permitted by subsection 8.2 or (y) acquire
assets used or useful in the businesses of Non-Guarantor Subsidiaries,
and such amount so used shall not be required to be so applied pursuant
to subsection 4.3(c);




		
	 	      "(h) dispositions resulting from any casualty or
condemnation of any property; provided that the proceeds of any such
single disposition of property permitted by this clause (h) in excess
of $10,000,000 are applied pursuant to subsection 4.3(h);




		
	 	      "(i) the sale or other disposition of any Specified Assets
at fair market value; provided that the Net Cash Proceeds of all sales
of Specified Assets permitted by this clause (i) are applied as
provided in subsection 4.3(c), except that (i) any such Net Cash
Proceeds of sales or other dispositions of Specified Assets permitted
by this clause (i) to the extent that they are used to (x) make
Investments permitted by subsection 8.9(e) within 90 days of receipt
thereof or (y) acquire assets used or useful in the businesses of the
Borrower and its Subsidiaries within 90 days of receipt thereof, shall
not be required to be applied as provided in subsection 4.3(c);




		
	 	      "(j) the sale or other disposition of assets at fair market
value in connection with one or more sale and leaseback transactions
(provided that in connection therewith the Administrative Agent shall
be authorized to enter into an intercreditor agreement on behalf of the
Lenders in respect of such assets if requested to do so by the Borrower
on terms and conditions reasonably satisfactory to the Administrative
Agent), provided that the Net Cash Proceeds of



 






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all sales or other
dispositions of assets permitted by this clause (j) are applied to make
mandatory prepayments and permanent reductions of the Revolving Credit
Commitments pursuant to subsection 4.3(c), except that (i) the Borrower
and the Guarantor Subsidiaries may use up to $50,000,000 in the
aggregate of such excess Net Cash Proceeds received by them in any
fiscal year of the Borrower to acquire within 90 days after the receipt
thereof, assets used or useful in the business of the Borrower and the
Guarantor Subsidiaries, and such excess amount so used need not be so
applied pursuant to subsection 4.3(c); and”.


      12. Amendment to Subsection 8.8 (Limitation on Capital Expenditures). Subsection 8.8 of the Agreement is
amended by deleting the subsection in its entirety and replacing it with the following:



		
	 	      “8.8 Limitation on Capital Expenditures. Make any Capital
Expenditure except for (a) expenditures with the Net Cash Proceeds of
sales or other dispositions of assets to the extent permitted by
subsection 8.6(b), (h), (i) and (j) and (b) expenditures in the
ordinary course of business not exceeding, in the aggregate for the
Borrower and its Subsidiaries during any of the test periods set forth
below, the amount set forth opposite such test period set forth below:



 






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	Test Period		Amount	
	
	
	
	
 


	February 1, 2000 - January 31, 2001
		$	170,000,000	
	
	
	
	

	February 1, 2001 - January 31, 2002
			125,000,000	
	
	
	
	

	February 1, 2002 - January 31, 2003
			135,000,000	
	
	
	
	

	February 1, 2003 - January 31, 2004
			160,000,000	
	
	
	
	

	February 1, 2004 - January 31, 2005
			160,000,000"	



      13. Amendment to Schedule B. Schedule B of the Agreement is hereby amended by
(i) deleting in its entirety the table of Applicable Margins and Applicable
Commitment Fee Rates and (ii) inserting, in lieu thereof, the following table of
Applicable Margins and Applicable Commitment Fee Rates:



	 	 	 	 	 	 	 	 	 	 	 	 	 
			Applicable Margin	
						Applicable	
							Base Rate			Commitment	
	Leverage Ratio		Libor Spread			Spread			Fee Rate	
	
		
			
			
	
	Greater than or equal to 6.500 to 1
		4.00	%			2.50%           				.625	%
	
	
	
	

	Less than 6.500 to 1 but greater than or equal to
5.750 to 1
		3.75	%			2.25%           				.500	%
	
	
	
	

	Less than 5.750 to 1 but greater than or equal to
5.250 to 1
		3.50	%			2.00%           				.500	%
	
	
	
	

	Less than 5.250 to 1 but greater than or equal to
4.750 to 1
		3.25	%			1.50%           				.500	%
	
	
	
	

	Less than 4.750 to 1 but greater than or equal to
4.250 to 1
		3.00	%			1.25%           				.425	%
	
	
	
	

	Less than 4.250 to 1 but greater than or equal to
3.750
		2.50	%			1.00%           				.375	%
	
	
	
	

	Less than 3.750 to 1 but greater than or equal to
3.250
		1.75	%			.25%            				.300	%
	
	
	
	

	Less than 3.250 to 1
		1.25	%			0.00%           				.300	%



      14. Conditions to Effectiveness of Amendment. This Amendment will become
effective (as of the date first set forth above) on the date (the “Effective
Date”) upon which the Administrative Agent shall have received (a) counterparts
hereof, duly executed and delivered by the Borrower, each Guarantor and the
Majority Lenders and (b) for the account of each Lender which shall have
executed and delivered a counterpart hereof to the Administrative Agent prior to
5:00 P.M., New York City time, on April 20, 2001, a fee in an amount equal to
   .25% of the sum of such Lender’s Revolving Credit Commitment and Term Loans
outstanding on such date.


      15. Representations and Warranties. The Borrower represents and warrants to each
Lender that as of the date hereof and after giving effect to this Amendment (a)
the representations and warranties made by the Loan Parties in the Loan
Documents are true and correct in all material respects (except to the extent
that such representations and warranties are expressly stated to relate to an
earlier date, in which case such representations and warranties shall have been
true and correct in all material respects on and as of such earlier date) and
(b) no


 






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Default or Event of Default has occurred and is continuing as of the date
hereof; provided, that each reference to the Agreement therein shall be deemed
to be a reference to the Agreement after giving effect to this Amendment.


      16. Continuing Effect. Except as expressly waived or amended hereby, the Agreement shall continue to be and
shall remain in full force and effect in accordance with its terms.


      17. Counterparts. This Amendment may be executed by the parties hereto in any
number of separate counterparts (which may include counterparts delivered by
facsimile transmission), and all of said counterparts taken together shall be
deemed to constitute one and the same instrument. Any executed counterpart
delivered by facsimile transmission shall be effective for all purposes hereof.


      18. Payment of Expenses. The Borrower agrees to pay and reimburse the Administrative Agent for all of its
out-of-pocket costs and reasonable expenses incurred in connection with this Amendment, including, without
limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.


      16. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


 






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      IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.


[Signature Lines Omitted]