**Exhibit 10-19****AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENT**     THIS AMENDMENT NO. 3 TO RECEIVABLES FINANCING AGREEMENT (the “Amendment”) is enteredinto as of May ___, 2007 by and among Hayes Funding II, Inc., a Delaware corporation (“HayesII”), the financial institutions party to the Financing Agreement (as defined below) as of thedate hereof (each a “Lender” and collectively, the “Lenders”), Citicorp USA, Inc.,a Delaware corporation (“CUSA”), as program agent (the “Program Agent”) for theLenders and HLI Operating Company, Inc. as “Servicer” (“HLIOC”). Capitalized terms usedherein and not otherwise defined shall have the meanings ascribed to them in the FinancingAgreement.PRELIMINARY STATEMENTS:     WHEREAS, Hayes II, HLIOC, the Lenders and the Program Agent are parties to a ReceivablesFinancing Agreement, dated as of May 30, 2006 (as amended, restated, supplemented or otherwisemodified previously and from time to time hereafter, the “Financing Agreement”).     WHEREAS, in consideration of the mutual agreements contained herein, and for other valuableconsideration, receipt of which is hereby acknowledged, the parties hereto have agreed to amend theFinancing Agreement as set forth herein.NOW, THEREFORE, the parties hereto agree as follows:AMENDMENTS TO FINANCING AGREEMENT. EFFECTIVE AS OF THE DATE HEREOF (THE “EFFECTIVE DATE”) ANDSUBJECT TO THE SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 3 HEREOF, THEFINANCING AGREEMENT IS HEREBY AMENDED AS FOLLOWS:          **The definition of “****Applicable Margin****” set forth in Section 1.01 of the FinancingAgreement is hereby amended and restated in its entirety as follows:**          *“**Applicable Margin**” means, (i) with respect to Eurodollar RateTranches, a per annum rate equal to 2.25% and (ii) with respect to Base RateTranches, a per annum rate equal to 1.25%.*          **The definition of “Commitment Termination Date” set forth in Section 1.01 of the FinancingAgreement is hereby amended and restated in its entirety as follows:**          *“**Commitment Termination Date**” means the earliest of (a) May ___,2013, (b) the date declared (or deemed to be declared) as such by theProgram Agent pursuant to**Section 7.01**hereof and (c) the date whichis 5 Business Days after the Program Agent’s receipt of written notice fromBorrower pursuant to**Section 2.01(b)**hereof that it wishes toterminate the facility evidenced by this Agreement and the other TransactionDocuments.*          **The definition of “Credit Agreement” set forth in Section 1.01 of the Financing Agreement ishereby amended and restated in its entirety as follows:**          *“**Credit Agreement**” means that certain Second Amended andRestated Credit Agreement dated as of May 30, 2007, among HLIOC and HayesLemmerz Finance-Luxembourg S.A. as borrowers, Parent, the “Lenders” and“Issuers” party thereto, Citicorp North America, Inc. as administrativeagent, Deutsche Bank Securities Inc. as syndication agent, Citicorp NorthAmerica, Inc. as documentation agent, and Citigroup Global Markets Inc. andDeutsche Bank Securities Inc. as joint book-running lead managers and jointlead arrangers, as amended, restated, supplemented or otherwise modifiedfrom time to time.*          **The definition of “Intercreditor Agreement” set forth in Section 1.01 of the FinancingAgreement is hereby amended and restated in its entirety as follows:**          *“**Intercreditor Agreement**” means that certain Amended andRestated Intercreditor Agreement dated as of May 30, 2007 by and among theProgram Agent, SPE I, the Borrower, the Parent, the Originators, and Citicorp NorthAmerica, Inc., in its capacity as administrative agent under the CreditAgreement, as the same may be amended, restated, supplemented or otherwisemodified from time to time.*
 

 
REPRESENTATIONS AND WARRANTIES. ON AND AS OF THE EFFECTIVE DATE, HAYES II AND HLIOC EACHREPRESENTS AND WARRANTS TO THE PROGRAM AGENT AND THE LENDERS THAT (I) ALL OF THE REPRESENTATIONSAND WARRANTIES MADE BY IT IN THE TRANSACTION DOCUMENTS ARE TRUE AND CORRECT IN ALL RESPECTS ASTHOUGH MADE TO EACH OF THE PROGRAM AGENT AND THE LENDERS ON AND AS OF THE EFFECTIVE DATE (OTHERTHAN REPRESENTATIONS AND WARRANTIES WHICH EXPRESSLY SPEAK AS OF A DIFFERENT DATE, WHICHREPRESENTATIONS SHALL BE MADE ONLY ON SUCH DATE) AND (II) NO EVENT OF TERMINATION, INCIPIENT EVENTOF TERMINATION, OR SERVICER DEFAULT HAS OCCURRED AND IS CONTINUING.EFFECTIVE DATE. THE “EFFECTIVE DATE” SHALL OCCUR UPON THE SATISFACTION OF THE FOLLOWINGCONDITIONS PRECEDENT:**The Program Agent shall have received counterparts hereof executed by each Person for which asignature block is attached hereto.****The Program Agent shall have received evidence reasonably satisfactory to it that the CreditAgreement, as amended, has become effective.****Each of the representations and warranties contained in this Amendment which speaks as of theEffective Date shall be true and correct in all respects on and as of the Effective Date.****The Program Agent shall have received certificates as to the good standing of each of Hayes II andHLIOC from the Secretary of State of the jurisdiction of such Person’s organization.****The Program Agent shall have received copies of the resolutions of each of Hayes II’s and HLIOC’sboard of directors approving this Amendment and the Financing Agreement as amended hereby,certified by the secretary or assistant secretary of Hayes II and HLIOC, respectively.****The Program Agent shall have received an executed reaffirmation of Performance Undertaking(Servicer), substantially in the form of Exhibit A attached hereto, dated the date hereof dulyexecuted by an authorized officer of the Parent confirming that the Performance Undertaking(Servicer) remains in full force and effect.****The Program Agent shall have received an executed reaffirmation of Performance Undertaking(Originators), substantially in the form of Exhibit B attached hereto, dated the date hereof dulyexecuted by authorized officers of the Parent and HLIOC confirming that the Performance Undertaking(Originators) remains in full force and effect.****The Program Agent shall have received opinion of Skadden, Arps, Slate, Meagher & Flom LLP, ascounsel for Hayes II and HLIOC, as to enforceability and non-contravention matters.**The Program Agent shall have received opinion of Steven Essau, counsel for Hayes II and HLIOC, asto corporate matters.**The Program Agent and Citicorp North America, Inc., in its capacity as administrative agent underthe Credit Agreement, shall have executed the Intercreditor Agreement, which agreement shall be inform and substance satisfactory to the Program Agent, and the Program Agent shall have received afully executed copy of the Intercreditor Agreement.****The Program Agent, on behalf of the Lenders, shall have received in immediately available funds, anamendment fee payable to each Lender in an amount equal to the product of (A) 0.25% and (B) suchLender’s Commitment as of the date hereof (in respect of any Lender, the “****Amendment Fee****”). Upon its receipt thereof, the Program Agent will promptly remit each Lender’s Amendment Fee to suchLender****The Program Agent shall have received all fees payable to the Program Agent pursuant to thatcertain fee letter dated as of May [___], 2007.**REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS.**As applicable, on and after the Effective Date, each reference in the Financing Agreement to “thisAgreement”, “hereunder”, “hereof” or words of like import, and each reference in the otherTransaction Documents to the Financing Agreement shall mean and be a reference to the FinancingAgreement as modified hereby.****Except as specifically amended or consented to above, all of the terms of the Financing Agreementand all other Transaction Documents remain unchanged and in full force and effect.****The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of anyright, power or remedy of any Lender or of Program Agent under any of the Transaction Documents,nor constitute an amendment, other than as set forth herein, or waiver of any provision of any ofthe Transaction Documents, nor obligate any Lender or Program Agent to agree to similar consents inthe future.**COSTS AND EXPENSES. HAYES II AGREES TO PAY UPON DEMAND IN ACCORDANCE WITH THE TERMS OF SECTION10.04(A)(VIII) OF THE FINANCING AGREEMENT ALL REASONABLE COSTS AND EXPENSES OF THE PROGRAM AGENT INCONNECTION WITH THE PREPARATION, REPRODUCTION, NEGOTIATION, EXECUTION AND DELIVERY OF THISAMENDMENT, INCLUDING, WITHOUT LIMITATION, THE REASONABLE FEES, EXPENSES AND DISBURSEMENTS OF SIDLEYAUSTIN LLP, COUNSEL FOR THE PROGRAM AGENT WITH RESPECT TO ANY OF THE FOREGOING.MISCELLANEOUS. THE HEADINGS HEREIN ARE FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT ALTEROR OTHERWISE AFFECT THE MEANING HEREOF.COUNTERPARTS. THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY THEDIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED BYFACSIMILE SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAMEINSTRUMENT.GOVERNING LAW. THIS AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERALOBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWOF THE STATE OF NEW YORK.* * *
 

 
     IN WITNESS WHEREOF, Hayes II, HLIOC, the Program Agent, and the Lenders, have caused thisAmendment to be executed by their respective officers thereunto duly authorized as of the datefirst above written.      **HAYES FUNDING II, INC.******