**Exhibit 10.20****FIRST AMENDMENT**     THIS FIRST AMENDMENT (this “Amendment”), is dated August 31, 2006, and relates to thatcertain (a) Receivables Financing Agreement, dated as of May 30, 2006 (as amended, restated,supplemented or otherwise modified from time to time, the “Financing Agreement”), amongHayes Funding II, Inc., a Delaware corporation (“Hayes II”), the financial institutionsfrom time to time party thereto (each a “Lender” and collectively, the “Lenders”),Citicorp USA, Inc., a Delaware corporation (“CUSA”), as program agent (the “ProgramAgent”) for the Lenders and HLI Operating Company, Inc. as “Servicer” (“HLIOC”), (b)Secondary Purchase Agreement, dated as of May 30, 2006 (as amended, restated, supplemented orotherwise modified from time to time, the “Secondary Purchase Agreement”), among Hayes IIand Hayes Funding I, LLC (“Hayes I”), and (c) Originator Purchase Agreement, dated as ofMay 30, 2006 (as amended, restated, supplemented or otherwise modified from time to time, the“Originator Purchase Agreement”), among the persons listed on Schedule 1 thereto as“Originators” and Hayes I, and is hereby made by Hayes I, Hayes II, the Program Agent, the RequiredLenders, on behalf of the Lenders, and the Originators (as defined immediately prior to givingeffect to this Amendment). Capitalized terms used herein and not otherwise defined shall have themeanings ascribed to them in the Financing Agreement, or if not defined therein, in the OriginatorPurchase Agreement, or if not defined therein, in the Secondary Purchase Agreement, in each case,as modified hereby.W I T N E S S E T H:     WHEREAS, HLIOC has advised Hayes I, Hayes II and the Program Agent that HLIOC has agreed tosell all of the issued and outstanding shares of capital stock of Hayes Lemmerz International –Southfield, Inc. (“Southfield”) pursuant to that certain Stock Purchase Agreement, dated August 31,2006, among Minor Investments, LLC, a Michigan limited liability company, TRA Investments, LLC, aMichigan limited liability company, AWB Investments, LLC, a Michigan limited liability company, andWhitebox Hedged High Yield/Cadillac Casting Acquisition, Ltd., a British Virgin Islands company,Southfield and HLIOC (the transactions relating thereto, the “Sale Transaction”);     WHEREAS, Southfield has requested that, in connection with the consummation of the SaleTransaction, that the Program Agent, the Required Lenders, on behalf of the Lenders, Hayes II andHayes I consent to the removal of Southfield as an Originator pursuant to Section 2.09 of theOriginator Purchase Agreement and the definition of “Originator” in the Financing Agreement (the“Southfield Removal”);     In connection with the Southfield Removal and Sale Transaction, Southfield and Hayes Ihave requested that, following the consummation of the Sale Transaction, Hayes II reconvey, andrelease all security interests in, all Receivable Assets sold, or purported to be sold, bySouthfield to Hayes I and subsequently by Hayes I to Hayes II (the “Southfield ReceivableAssets”; such transaction, the “Reconveyance”), and Hayes II has requested that ProgramAgent and the Required Lenders, on behalf of the Lenders, release all security interests in theSouthfield Receivable Assets.First Amendment
 

 
     WHEREAS, the Program Agent, the Required Lenders, on behalf of the Lenders, Hayes I, Hayes II,and the Originators are willing to grant the requested consent on the terms and conditions setforth herein;     NOW, THEREFORE, in consideration of the foregoing premises, the parties hereto agree asfollows:     1. Consent, Amendments and Reconveyance As of Effective Date. As of the “EffectiveDate” (as defined in Section 3 below):     (a) The Program Agent, the Required Lenders, on behalf of the Lenders, Hayes I, HayesII and the Originators hereby consent to the Southfield Removal following the consummationof the Sale Transaction.     (b) Each of Schedule 1 and Exhibit C to the Originator Purchase Agreement shall beamended and restated by such schedules and exhibits attached as Exhibit A hereto toreflect the Southfield Removal.     (c) Schedule 1.01-4 of the Financing Agreement shall be amended by deleting “HayesLemmerz International – Southfield, Inc.” under the reference to “Originators” thereon.     (d) Each Weekly Report delivered by HLIOC under the Financing Agreement shall detailthe collections received by Hayes II, HLIOC, or Hayes I from Southfield Receivable Assetsduring the related calendar week and shall report as to the timing of segregation anddisbursement of such collections; it being agreed and understood that pursuant to thedefinition of “Weekly Report”, such report is to include additional information requested byProgram Agent from time to time, and that pursuant to this Amendment such additionalinformation is hereby requested.     (e) On each Payment Date, HLIOC shall provide a written report to Program Agent (i)certifying that no collections from Southfield Receivable Assets have been deposited in theFacility Account and (ii) detailing any collections received from Southfield ReceivableAssets since the date last reported to the Program Agent and reporting as to the timing ofsegregation and disbursement of such collections; it being agreed and understood thatpursuant to Section 6.02(g)(iv) of the Financing Agreement, Program Agent has the right toso request such information.     (f) HLIOC agrees that it will, on the Effective Date, cause Southfield to send writtennotice to each Obligor of Southfield Receivable Assets to remit payment to a deposit accountother than a Deposit Account (and a lockbox other than a Lockbox) and a Person other thanHLIOC, Hayes II, and Hayes I. Should notwithstanding such instructions any collections fromSouthfield Receivable Assets be remitted to HLIOC, Hayes II, Hayes I, any Deposit Account orany Lockbox, HLIOC shall promptly (and in any event within one Business Day) segregate suchcollections from the Collections and disburse such collections from such Deposit Account orLockbox or otherwise remit such collections so received to the acquirer of Southfield.First Amendment
 

 
     (g) The Program Agent, on behalf of the Lenders, hereby releases all security interestswith respect to, and Hayes II hereby accepts and receives, all of the Program Agent’s right,title and interest in and to the Collateral arising out of, or relating to, Receivablesoriginated by Southfield (the “Reconveyed Property”). As a condition to theforegoing conveyance of the Reconveyed Property, (a) Hayes II shall have delivered to theProgram Agent on the Effective Date a Daily Report giving *pro forma*effect to suchconveyance, and (b) Hayes II shall have paid to the Program Agent, in immediately availablefunds, an amount equal to the amount, if any, by which the Facility Principal is greaterthan the Borrowing Base, in each case as determined after giving effect to suchreconveyance, which amount shall have been paid in consideration for such transfers andassignments. On or after the Effective Date, the Program Agent agrees to record and filetermination statements with respect to financing statements filed against Southfield toreflect the foregoing reconveyance.     2. Representations and Warranties. (a) As of the Effective Date, Originators (asdefined prior to the Effective Date), hereby represent and warrant to Hayes I, (b) as of theEffective Date, Originators (as defined as of the Effective Date), hereby represent and warrant toHayes I, and (c) as of the Effective Date, Hayes I hereby represents and warrants to Hayes II, andHayes II and HLIOC each represent and warrant to Program Agent (for the benefit of itself and theLenders) that (i) all of the representations and warranties of such Person in the TransactionDocuments are true and correct in all respects on and as of such date as though made to each suchPerson on and as of such date (other than representations and warranties which expressly speak asof a different date, which representations shall be made only on such date), (ii) each of therecitals accurately describes the transactions described therein in all respects, and (iii) as ofsuch date, no Event of Termination, Incipient Event of Termination, or Servicer Default hasoccurred and is continuing.     3. 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, Southfield and CNAI, in its capacity as administrative agentunder the Credit Agreement, shall have executed and delivered signature pages to anagreement removing Southfield as a party to the Intercreditor Agreement, which agreementshall be in form and substance satisfactory to the Program Agent.     (d) The Program Agent shall have received an executed reconveyance agreement amongHayes I, Hayes II, HLIOC and Southfield which shall be in form and substance satisfactory tothe Program Agent.First Amendment
 

 
     (e) The Sale Transaction shall have been consummated.     4. Reference to and Effect on the Loan Documents.     (a) As applicable, on and after the Effective Date, each reference in the FinancingAgreement and Originator Purchase Agreement to “this Agreement”, “hereunder”, “hereof” orwords of like import, and each reference in the other Transaction Documents to the FinancingAgreement and Originator Purchase Agreement, shall mean and be a reference to the FinancingAgreement and Originator Purchase Agreement as modified 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 Lender or of Program Agent, Hayes I or Hayes IIunder any of the Transaction Documents, nor constitute an amendment, other than as set forthherein, or waiver of any provision of any of the Transaction Documents, nor obligate anyLender or Program Agent, Hayes I or Hayes II to agree to similar consents in the future.     (d) This Amendment shall constitute a Transaction Document and any failure to complywith Section 1(g) hereof shall constitute an Event of Termination under theFinancing Agreement notwithstanding any grace period set forth in Section 7.01(d) of theFinancing Agreement.     5. Costs and Expenses. Hayes II agrees to pay upon demand in accordance with theterms of Section 10.04(a)(viii) of the Financing Agreement all reasonable costs and expenses of theProgram Agent in connection with the preparation, reproduction, negotiation, execution and deliveryof this Amendment, including, without limitation, the reasonable fees, expenses and disbursementsof Sidley Austin LLP, counsel for the Program Agent with respect to any of the foregoing.     6. Miscellaneous. The headings herein are for convenience of reference only and shallnot alter or otherwise affect the meaning hereof.     7. 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.     8. GOVERNING LAW. THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THEGENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAW OF THE STATE OF NEW YORK.* * *First Amendment
 

 
     IN WITNESS WHEREOF, Hayes I, Hayes II, HLIOC, the Program Agent, the Required Lenders, onbehalf of the Lenders, Southfield and the Originators have caused this Amendment to be executed bytheir respective officers thereunto duly authorized as of the date first above written.         **HAYES FUNDING II, INC.**           By:               Gary Findling      Treasurer           **HAYES FUNDING I, LLC**           By:               Gary Findling      Treasurer           **HLI OPERATING COMPANY, INC.**           By:               Gary Findling      Treasurer  Signature Page to First Amendment
 

 
         **CITICORP USA, INC.**,    as Program Agent           By:               Keith R. Gerding      Vice President  Signature Page to First Amendment
 

 
         **CITICORP USA, INC.**,    as Required Lender           By:               [Keith R. Gerding]      [Vice President]  Signature Page to First Amendment
 

 
         **[_____________]**,    as Required Lender           By:               [Name]      [Title]  Signature Page to First Amendment
 

 
ORIGINATORS:**HAYES LEMMERZ INTERNATIONAL – SEDALIA, INC.****HAYES LEMMERZ INTERNATIONAL – GEORGIA, INC.****HAYES LEMMERZ INTERNATIONAL IMPORT, INC.****HAYES LEMMERZ INTERNATIONAL – COMMERCIAL HIGHWAY, INC.****HAYES LEMMERZ INTERNATIONAL – WABASH, INC.****HAYES LEMMERZ INTERNATIONAL – LAREDO, INC.****HAYES LEMMERZ INTERNATIONAL – HOMER, INC.****HAYES LEMMERZ INTERNATIONAL – BRISTOL, INC.****HAYES LEMMERZ INTERNATIONAL – MONTAGUE, INC.****HAYES LEMMERZ INTERNATIONAL – TECHNICAL CENTER, INC.**         By:               Gary Findling      Treasurer  Signature Page to First Amendment
 

 
REMOVED ORIGINATOR:         **HAYES LEMMERZ INTERNATIONAL –**    **SOUTHFIELD, INC.**           By:              Gary Findling      Treasurer  Signature Page to First Amendment
 

 
Exhibit AAmended and Restated Schedule 1 and Exhibit C to Originator Purchase Agreement**Schedule 1****List of Originators****Originators**Hayes Lemmerz International – Sedalia, Inc.Hayes Lemmerz International – Commercial Highway, Inc.Hayes Lemmerz International – Georgia, Inc.Hayes Lemmerz International Import, Inc.Hayes Lemmerz International – Wabash, Inc.Hayes Lemmerz International – Laredo, Inc.Hayes Lemmerz International – Homer, Inc.Hayes Lemmerz International – Bristol, Inc.Hayes Lemmerz International – Montague, Inc.Hayes Lemmerz International – Technical Center, Inc.First Amendment
 

 
**EXHIBIT C****Location of Records, Chief Executive Offices and Addresses**                         **Sole**    **Chief** **Principal** **Federal**   **Jurisdiction**  **Location of** **Executive** **Place of** **Employer** **Form of** **of****Originator** **Records** **Office** **Business** **ID#** **Organization** **Organization** Hayes Lemmerz 15300 Centennial 15300 Centennial 3610 W. Main St. 77-0597670 Corporation DelawareInternational – Dr. Dr. Sedalia, MO      Sedalia, Inc. Northville, MI Northville, MI 65301        48168 48168                     Hayes Lemmerz 15300 Centennial 15300 Centennial 1215 Palmour 58-2046122 Corporation DelawareInternational – Dr. Dr. Drive      Georgia, Inc. Northville, MI Northville, MI Gainesville, GA        48168 48168 30501      Hayes Lemmerz 15300 Centennial 15300 Centennial 15300 Centennial 38-3311655 Corporation DelawareInternational Dr. Dr. Dr.      Import, Northville, MI Northville, MI Northville, MI      Inc. 48168 48168 48168                   Hayes Lemmerz 15300 Centennial 15300 Centennial 3837 W. Mill St. 38-2170301 Corporation IndianaInternational – Dr. Dr. Ext.      Wabash, Inc. Northville, MI Northville, MI Wabash, IN        48168 48168 46992      Hayes Lemmerz 15300 Centennial 15300 Centennial P.O. Box 2159 74-2418656 Corporation TexasInternational – Dr. Dr. Laredo, TX      Laredo, Inc. Northville, MI Northville, MI 78044        48168 48168        First Amendment
 

 
                         **Sole**    **Chief** **Principal** **Federal**   **Jurisdiction**  **Location of** **Executive** **Place of** **Employer** **Form of** **of****Originator** **Records** **Office** **Business** **ID#** **Organization** **Organization** Hayes Lemmerz 15300 Centennial 15300 Centennial 29991 M60 East 38-3086380 Corporation DelawareInternational – Dr. Dr. Homer, MI 49245      Homer, Inc. Northville, MI Northville, MI          48168 48168        Hayes Lemmerz 15300 Centennial 15300 Centennial 51650 County 38-2265409 Corporation MichiganInternational – Dr. Dr. Rd. 133      Bristol, Inc. Northville, MI Northville, MI Bristol, IN 46507        48168 48168                     Hayes Lemmerz 15300 Centennial 15300 Centennial 5353 Wilcox 38-1854771 Corporation MichiganInternational – Dr. Dr. Ave.      Montague, Inc. Northville, MI Northville, MI Montague, MI        48168 48168 49437                   Hayes Lemmerz 15300 Centennial 15300 Centennial 1600 W. 8 Mile 38-2257519 Corporation MichiganInternational – Dr. Dr. Rd.      Technical Center, Northville, MI Northville, MI Ferndale, MI      Inc. 48168 48168 48220                   Hayes Lemmerz 15300 Centennial 15300 Centennial 428 Seiberling St. 77-0597674 Corporation DelawareInternational – Dr. Dr. Akron, OH      Commercial Northville, MI Northville, MI 44306-3282      Highway, Inc, 48168 48168        First Amendment