**EXHIBIT 10.22****SECOND AMENDMENT**     THIS SECOND AMENDMENT (this “Amendment”), is dated February ___, 2007, and relates tothat certain (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 Lendersand the Originators (as defined immediately prior to giving effect to this Amendment). Capitalizedterms used herein and not otherwise defined shall have the meanings ascribed to them in theFinancing Agreement, or if not defined therein, in the Originator Purchase Agreement, or if notdefined 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 its subsidiary, HLISuspension Holding Company, Inc. (“Suspension”), has agreed to sell all of the issued andoutstanding shares of capital stock of each of Hayes Lemmerz International – Bristol, Inc.(“Bristol”) and Hayes Lemmerz International – Montague, Inc. (“Montague”) pursuant to that certainStock Purchase Agreement, dated February 1, 2007, between Diversified Machine, Inc., HLI OperatingCompany, Inc. and HLI Suspension Holding Company, Inc. (the transactions relating thereto, the“Sale Transaction”);     WHEREAS, each of Bristol and Montague has requested that, in connection with the consummationof the Sale Transaction, that the Program Agent, the Lenders, Hayes II and Hayes I consent to theremoval of each of Bristol and Montague as Originators pursuant to Section 2.09 of the OriginatorPurchase Agreement and the definition of “Originator” in the Financing Agreement (the“Removal”);     In connection with the Removals and Sale Transaction, Bristol, Montague and Hayes I haverequested that, following the consummation of the Sale Transaction, Hayes II reconvey, and releaseall security interests in, all Receivable Assets sold, or purported to be sold, by Bristol andMontague to Hayes I and subsequently by Hayes I to Hayes II (the “Receivable Assets”; suchtransaction, the “Reconveyance”), and Hayes II has requested that Program Agent and theLenders, release all security interests in the Receivable Assets.     WHEREAS, the Program Agent, the Lenders, Hayes I, Hayes II, and the Originators arewilling to grant the requested consent on the terms and conditions set forth herein;Second Amendment
 

 
     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 Lenders, Hayes I, Hayes II and the Originators herebyconsent to the Removal following the consummation of 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 Removal.     (c) Schedule 1.01-4 of the Financing Agreement shall be amended by deleting “HayesLemmerz International – Bristol, Inc.” and “Hayes Lemmerz International – Montague, 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 Receivable Assets during therelated calendar week and shall report as to the timing of segregation and disbursement ofsuch collections; it being agreed and understood that pursuant to the definition of “WeeklyReport”, such report is to include additional information requested by Program Agent fromtime to time, and that pursuant to this Amendment such additional information is herebyrequested.     (e) On each Payment Date, HLIOC shall provide a written report to Program Agent (i)certifying that no collections from Receivable Assets have been deposited in the FacilityAccount and (ii) detailing any collections received from Receivable Assets since the datelast reported to the Program Agent and reporting as to the timing of segregation anddisbursement of such collections; it being agreed and understood that pursuant to Section6.02(g)(iv) of the Financing Agreement, Program Agent has the right to so request suchinformation.     (f) HLIOC agrees that it will, on the Effective Date, cause each of Bristol andMontague to send written notice to each Obligor of Receivable Assets to remit payment to adeposit account other than a Deposit Account (and a lockbox other than a Lockbox) and aPerson other than HLIOC, Hayes II, and Hayes I. Should notwithstanding such instructionsany collections from Receivable Assets be remitted to HLIOC, Hayes II, Hayes I, any DepositAccount or any Lockbox, HLIOC shall promptly (and in any event within one Business Day)segregate such collections from the Collections and disburse such collections from suchDeposit Account or Lockbox or otherwise remit such collections so received as directed byBristol and/or Montague, as applicable.     (g) The Lenders authorize the Program Agent to release, and the Program Agent, onbehalf of the Lenders, hereby releases all security interests with respect to, and Hayes IIhereby accepts and receives, all of the Program Agent’s right,Second Amendment
 

 
title and interest in and to the Collateral arising out of, or relating to, Receivablesoriginated by Bristol and Montague (the “Reconveyed Property”). As a condition tothe foregoing conveyance of the Reconveyed Property, (a) Hayes II shall have delivered tothe Program 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, for the benefit of theLenders, in immediately available funds, an amount equal to the amount, if any, by which theFacility Principal is greater than the Borrowing Base, in each case as determined aftergiving effect to such reconveyance, which amount shall have been paid in consideration forsuch transfers and assignments. On or after the Effective Date, the Program Agent agrees toauthorize Bristol and Montague to record and file termination statements with respect tofinancing statements filed against Bristol and Montague to reflect the foregoingreconveyance.     (h) As of the Effective Date, each of Bristol and Montague are released and foreverdischarged from and against any and all claims, obligations and/or liabilities arising underor related to the Originator Purchase Agreement and other Transaction Documents.     2. Representations and Warranties. (a) As of the Effective Date, Originators (asdefined immediately following the Effective Date), hereby represent and warrant to Hayes I, (b) asof the Effective Date, Originators (as defined as of the Effective Date), hereby represent andwarrant to Hayes I, and (c) as of the Effective Date, Hayes I hereby represents and warrants toHayes II, and Hayes II and HLIOC each represent and warrant to Program Agent (for the benefit ofitself and the Lenders) that (i) all of the representations and warranties of such Person in theTransaction Documents are true and correct in all respects on and as of such date as though made toeach such Person on and as of such date (other than representations and warranties which expresslyspeak as of a different date, which representations shall be made only on such date), (ii) each ofthe recitals accurately describes the transactions described therein in all respects, and (iii) asof such 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, Bristol, Montague and CNAI, in its capacity as administrativeagent under the Credit Agreement, shall have executed and delivered signature pages to anagreement removing Bristol and Montague as parties to the Intercreditor Agreement, whichagreement shall be in form and substance satisfactory to the Program Agent.Second Amendment
 

 
     (d) The Program Agent shall have received an executed reconveyance agreements amongHayes I, Hayes II, HLIOC and Bristol and among Hayes I, Hayes II, HLIOC and Montague whichshall be in form and substance satisfactory to the Program Agent.     (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) Except as provided in Section 1(h), the execution, delivery and effectiveness ofthis Amendment shall not operate as a waiver of any right, power or remedy of any Lender orof Program Agent, Hayes I or Hayes II under any of the Transaction Documents, nor constitutean amendment, other than as set forth herein, or waiver of any provision of any of theTransaction Documents, nor obligate any Lender or Program Agent, Hayes I or Hayes II toagree 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.Second Amendment
 

 
     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.* * *Second Amendment
 

 
     IN WITNESS WHEREOF, Hayes I, Hayes II, HLIOC, the Program Agent, the Lenders, Bristol,Montague and the Originators have caused this Amendment to be executed by their respective officersthereunto duly authorized as of the date first above written.         **HAYES FUNDING II, INC.**           By:               Gary Findling