Execution Copy   Exhibit 10.12
 Amendment No. 1 to Credit Agreement
 Amendment No. 1, Amendment HLI
Operating Company, Inc. U.S. Borrower Hayes Lemmerz
Finance LLC  Luxembourg S.C.A. société en commandite par actions Luxembourg Borrower Borrowers Hayes Lemmerz International, Inc. Holdings Citicorp North America, Inc. CNAI Credit Agreement Administrative Agent Deutsche Bank
Securities Inc CNAI Citigroup Global Markets Inc Deutsche Bank Securities Inc
 W i t n e s s e t h:
 Whereas ;
 Whereas
 Now, Therefore
 SECTION 1. AMENDMENTS TO THE CREDIT AGREEMENT
 Section 4
(Conditions Precedent to the Effectiveness of this Amendment)
 Amendments to Article I (Definitions, Interpretation and Accounting Terms)
 Applicable Margin Section 1.1 (Defined Terms)
 Applicable Margin
 6.00 per annum 5.25 per annum
 6.00 per annum




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Amendment
no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 EURIBOR Section 1.1 (Defined Terms)
 EURIBOR , the greater of (i) 3.50% and (i)
 German Foreign Receivables Purchase Program Section 1.1 (Defined
Terms) 
 Guaranty Obligations Section 1.1 (Defined Terms)
  Investment Section 1.1 (Defined Terms)
 provided however
 LIBOR Rate Section 1.1 (Defined Terms)
 LIBOR Rate , the greater of (i) 2.50% and
(ii) per annum provided per annum per annum
 Net Cash Proceeds Section 1.1 (Defined Terms)
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Amendment no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 Net Cash Proceeds Section 8.4(a) (b) (c) (e) (f) (g), (h) (i) (Sale of Assets) and (iv) in the case of an
Asset Sale permitted under Section 8. 4(j) of assets that were used in terminated
operations, the reasonable cash costs incurred to terminate such operations, including
severance and other employee termination or transfer costs, equipment decommissioning and
refurbishing costs and costs for post-termination taxes, maintenance and services related
to such assets provided however (i) (ii) (iii) and (iv)
 Reinvestment Deferred Amount Section 1.1 (Defined Terms)
 Reinvestment Event Section 1.1 (Defined Terms)
 Reinvestment Notice Section 1.1 (Defined Terms)
 Reinvestment Prepayment Amount Section 1.1 (Defined Terms)
 Reinvestment Prepayment Date Section 1.1 (Defined Terms)
 Section 1.1 (Defined Terms)
 Amendment No. 1
 Amendment No. 1 Effective Date
 New Second Lien Notes Section 8. 6(b) (Prepayment and
Cancellation of Indebtedness)
 Tax Planning Transactions
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Amendment no to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 Amendment to Article II (The Facilities)
 Section 2. 3(a) (Swing Loans)
 Section 2. 9(a) (Optional Prepayments) Section 8. 6(b)(i) (Prepayment and Cancellation of Indebtedness)
 Amendment to Article IV (Representations and Warranties)
 Section 4. 3(b) (Ownership; Subsidiaries)
 and Hayes
Lemmerz Finance LLC,
 Section 4. 8(a) (Taxes)
 Schedule 4.8 (Taxes)
 Section 4. 8(b) (Taxes)
 Amendments to Article V (Financial Covenants)
 Section 5. 1(a) (Maximum Leverage Ratio)
 Maximum Leverage Ratio
 Fiscal Quarter Ending
    
    Maximum LeverageOn or About
    
    RatioJuly 31, 2007
    
    4.50 to 1October 31, 2007
    
    4.50 to 1January 31, 2008
    
    4.00 to 1
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Amendment no to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 Fiscal Quarter Ending
    

Maximum
LeverageOn
or About
    
    RatioApril 30, 2008
    
    4.00 to 1July 31, 2008
    
    3.75 to 1October 31, 2008
    
    3.75 to 1January 31, 2009
    
    5.50 to 1April 30, 2009
    
    5.75 to 1July 31, 2009
    
    7.00 to 1October 31, 2009
    
    7.25 to 1January 31, 2010
    
    5.50 to 1April 30, 2010 and thereafter
    
    3.00 to 1
 Section 5. 1(b) (Minimum Interest Coverage Ratio)
 Minimum Interest Coverage Ratio
 Fiscal Quarter Ending
    
    Minimum InterestOn or About
    
    Coverage RatioJuly 31, 2007
    
    2.00 to 1October 31, 2007
    
    2.00 to 1January 31, 2008
    
    2.25 to 1April 30, 2008
    
    2.25 to 1July 31, 2008
    
    2.50 to 1October 31, 2008
    
    2.50 to 1January 31, 2009
    
    2.25 to 1April 30, 2009
    
    1.75 to 1July 31, 2009
    
    1.55 to 1October 31, 2009
    
    1.35 to 1January 31, 2010
    
    2.15 to 1April 30, 2010 and thereafter
    
    3.50 to 1
 Section 5. 1(c) (Capital Expenditures)
 Capital Expenditures
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Amendment no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 Maximum CapitalFiscal Year Ending On or About
    
    ExpendituresJanuary 31, 2007
    
    $110,000,000January 31, 2008
    
    $110,000,000January 31, 2009
    
    $90,000,000January 31, 2010
    
    $50,000,000January 31, 2011
    
    $75,000,000January 31, 2012
    
    $75,000,000January 31, 2013
    
    $75,000,000January 31, 2014
    
    $75,000,000
 provided, that the cumulative Capital Expenditures for each Fiscal Quarter in the Fiscal
Year ending on or about January 31, 2010 shall not, in the aggregate, exceed the maximum
amount set forth below:
 Maximum CumulativeCapitalFiscal Quarter Ending On or  About
    
    ExpendituresApril 30, 2009
    
    $15,000,000July 31, 2009
    
    $30,000,000October 31, 2009
    
    $40,000,000January 31, 2010
    
    $50,000,000
 provided further Section 5. 1(c) Section 2.10 (Mandatory Prepayments) Section 5.1(c) Section 5.1(c)
 Amendments to Section 6.1 (Financial Statements) Section 6.1 (Financial Statements
 Cash Flow Forecast provided
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Amendment no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 Monthly Reports th
 Preliminary Compliance Certificate Article V (Financial Covenants) clause (i)
 Amendments to Section 7 (Affirmative Covenants)
 Section 7.13 (Post-Closing Covenants)
 Schedule 7.13(a) Schedule 7. 13(b) and Schedule 7.13(c)
 Section 7 (Affirmative Covenants) Section 7.15 (Compliance with Financial Covenants)
 Section 7.15 (Compliance with Financial Covenants)
 Amendments to Section 8.1 (Indebtedness)
 Section 8. 1(c) (Indebtedness)
 Section 8. 1(g) (Indebtedness)
 provided, however, Section
8. 3(e) or Section 8. 3(f) (Investments) Exhibit K (2007 Corporate Restructuring)
 Section 8. 1(k) (Indebtedness)
 that are
not Foreign Subsidiary Guarantors or bank guaranties
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Amendment no to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 provided however
 Section 8. 1(m) (Indebtedness)
 Section 8. 1(n) (Indebtedness)
 (including, without limitation, any New Second Lien Notes) Section 8.1 provided however provided , further , that the
terms and provisions of any intercreditor and subordination agreement to be entered into
between the Administrative Agent and the agent for the lenders under such Indebtedness shall
be reasonably satisfactory to the Requisite Lenders
 Amendments to Section 8.4 (Sale of Assets) Section 8.4 (Sale of
Assets)
 , not including any Tax Planning Transactions, Asset
Sale
 Amendments to Section 8.5 (Restricted Payments) Section 8.5(a) (Restricted Payments)
  Amendments to Section 8.6 (Prepayment and Cancellation of Indebtedness)
 Section 8. 6(b) (Prepayment and Cancellation of Indebtedness)
 provided Section 2. 9(a) (Optional
Prepayments)
 Section 8. 6(b) (Prepayment and Cancellation of Indebtedness)
 Section 8. 6(b) (Prepayment and Cancellation of Indebtedness)
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Amendment no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 New
Second Lien Notes provided however Section 8.2(j)
 Amendments to Section 11.2 (Assignments and Participations Section 11.2(a) (Assignments
and Participations)
  Amendments to Schedules Schedule II Schedule 7.13(c)
 SECTION 2. CONSENT TO TAX TRANSACTIONS
 Section 4 (Conditions Precedent to the General Effectiveness
of this Amendment) Tax Planning
Transactions Section 8.3 (Investments) Section 8.4 (Sale of Assets) provided however
 SECTION 3. FINANCIAL ADVISOR, ETC.
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Amendment no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
  Ad Hoc
Committee
 SECTION 4. CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AMENDMENT
 Amendment No. 1
Effective Date
 Certain Documents.
  Exhibit A Subsidiary Consent)
 Exhibit B Lender Consent
 (c) (d) (e)
   Corporate and Other Proceedings
 Representations and Warranties. Article IV (Representations and Warranties)
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Amendment no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
 provided however Credit Agreement
 No Default or Event of Default
 No Litigation
 Fees and Expenses Paid Section 6 (Fees and Expenses)
 SECTION 5. REPRESENTATIONS AND WARRANTIES
 Schedule 7.13(c)
  Article IV (Representations and
Warranties) provided however Credit Agreement
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Amendment no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
  SECTION 6. FEES AND EXPENSES
   SECTION 7. REFERENCE TO THE EFFECT ON THE LOAN DOCUMENTS
 this
Agreement hereunder hereof herein thereunder thereof
    SECTION 8. EXECUTION IN COUNTERPARTS
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Amendment no. to Credit Agreement  Operating Company, Inc.  Hayes Lemmerz Finance Luxembourg
  SECTION 9. GOVERNING LAW
  SECTION 10. SECTION TITLES
 provided however
 SECTION 11. NOTICES
  SECTION 12. SEVERABILITY
  SECTION 13. SUCCESSORS
  SECTION 14. WAIVER OF JURY TRIAL
 Each of the parties hereto irrevocably waives trial by jury in any action or proceeding
with respect to this Amendment or any other Loan Document.
 [Signature Pages Follow]
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In Witness Whereof ,
 HLI Operating Company, Inc.,
as U.S. BorrowerBy:
    
    /s/ Mark A. BrebbermanName: Mark A BrebbermanTitle: CFOHayes Lemmerz Finance LLC  Luxembourg S.C.A.,as
Luxembourg BorrowerBy : Hayes Lemmerz Finance LLC,
its Managing PartnerBy:
    
    /s/ Mark A. BrebbermanName: Mark A BrebbermanTitle: CFOHayes Lemmerz International, Inc.,
as HoldingsBy:
    
    /s/ Mark A. BrebbermanName: Mark A BrebbermanTitle: CFOCiticorp North America Inc.,
as Administrative AgentBy:
    
    /s/ Brendan MackayName: Brendan MackayTitle: Vice President
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