ex10-5.htm


    Exhibit 10.5

     

    EXECUTION
VERSION

     

    
 

     

    $495,000,000
Prepetition Credit Facility

     

    $80,000,000
Senior Secured Superpriority Debtor-In-Possession Credit Facility

    $80,000,000
Senior Secured Superpriority Roll-Up Credit Facility

    $20,000,000
Incremental Senior Secured Superpriority Debtor-In-Possession Credit
Facility

    $20,000,000
Incremental Senior Secured Superpriority Roll-Up Credit Facility

    


     

     

    AMENDMENT
NO.  3


     

    TO


     

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

    (as Amended
by Amendment No. 1 and as Amended by Amendment No. 2)


     

    Dated
as of May 19, 2009


     

    Among


     

    HLI Operating Company, Inc.

    and

    Hayes
Lemmerz Finance LLC - Luxembourg S.C.A.

    and

    Hayes Lemmerz International, Inc.

    and

    The
DIP Lenders Party Hereto

    and

    DEUTSCHE
BANK AG NEW YORK BRANCH

    as DIP Administrative
Agent

    and

    Deutsche
Bank Securities Inc. and General Electric Capital Corporation

    as Joint Book-Running Lead Managers,
Joint Lead Arrangers and Joint 

    Syndication Agents for the DIP
Facilities

    and

    Deutsche
Bank Securities Inc. as
Documentation Agent for the DIP Facilities

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

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    Amendment
No. 3 to Credit Agreement

     

    Amendment
No. 3, dated as of May 19, 2009, among HLI
Operating Company, Inc., a Delaware corporation, Hayes
Lemmerz Finance LLC - Luxembourg S.C.A., a société en commandite par
actions organized under the laws of the Grand Duchy of Luxembourg,
Hayes Lemmerz International, Inc., a Delaware corporation, each DIP
Lender party hereto (as defined in the Existing Credit Agreement referred to
below), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the DIP
Lenders (“DIP Administrative
Agent”). Capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the Amended Credit Agreement (defined
below).

     

    W
i t n e s s e t h:

     

    WHEREAS, the Borrowers and Holdings are
party to that Second Amended and Restated Credit Agreement, dated as of May 30,
2007 (as heretofore amended, modified and supplemented, the “Existing Credit Agreement”),
among the Borrowers, Holdings, the Lenders (the “Prepetition Lenders”) and
Issuers (in each case as defined therein) party thereto, Citicorp
North America, Inc. (“CNAI”), as administrative
agent for the Lenders and the Issuers (“Prepetition Administrative
Agent”), Deutsche
Bank Securities Inc., as Syndication Agent, CNAI, as Documentation Agent,
and Citigroup
Global Markets Inc. and Deutsche
Bank Securities Inc., as Joint Book-Running Lead Managers and Joint Lead
Arrangers, as amended by Amendment No. 1, dated as of January 30, 2009, among
the Borrowers, Holdings and the Prepetition Administrative Agent on behalf of
each Lender executing a Lender Consent (as defined therein), as further amended
by Amendment
No. 2, dated as of May 12, 2009, among the Borrowers, Holdings, each DIP
Lender party thereto (as defined in the Existing Credit Agreement), each DIP
Lender party thereto (as defined in the Existing Credit Agreement), the DIP
Administrative Agent, the DIP Lead Arrangers, the DIP Lead Arrangers and the DIP
Documentation Agent; and

    


    Whereas,
on May 11, 2009 (the “Petition
Date”), Holdings, the Borrowers and each other Domestic Subsidiary
(together, the “Debtors”), each filed a
voluntary petition for relief (collectively, the “Cases”) under chapter 11
of the Bankruptcy Code with the United States Bankruptcy Court for the District
of Delaware (the “Bankruptcy
Court”); and

     

    Whereas,
the Debtors are continuing to operate their respective businesses and manage
their respective properties as debtors in possession under sections 1107(a)
and 1108 of the Bankruptcy Code; and

     

    Whereas,
pursuant to Amendment No 2, the DIP Lenders agreed to provide to the Borrowers
(a)(i) a committed senior secured debtor-in-possession new money term loan
facility in an aggregate principal amount of up to $80,000,000 and (ii) a
committed senior secured debtor-in-possession roll-up loan facility in an
aggregate principal amount of up to $80,000,000 and (b)(i) an uncommitted
incremental senior secured debtor-in-possession new money term loan facility in
an aggregate principal amount of up to $20,000,000 and (ii) an uncommitted
incremental senior secured debtor-in-possession roll-up loan facility in an
aggregate principal amount of up to $20,000,000, subject to a superpriority
claim and lien of the DIP Administrative Agent for the benefit of itself and the
DIP Lenders against the Borrowers and the other Debtors; and

     

    Whereas,
on May 14, 2009, the Interim Order of the Bankruptcy Court approved the Existing
Credit Agreement and the making of the Initial New Money DIP Term Loans in the
amount of the Dollar Equivalent of $30,000,000; and

     

    
      
        
        

      

      
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        EXECUTIVE
VERSION

      

    

     

     

    Whereas,
Deutsche Bank Securities Inc., as the DIP Lead Arranger, solicited New Money DIP
Term Loan Commitments (as defined in the Amended Credit Agreement) from the
Prepetition Lenders (as defined in the Amended Credit Agreement), and received
offers for New Money DIP Term Loan Commitments from the Prepetition Lenders in
the amount of approximately the Dollar Equivalent of $100,000,000, of which
$20,000,000 is in excess of the $80,000,000 of New Money Term Loan Commitments
that are available under the Existing Agreement (the “Excess Commitment Offers”); and

     

    Whereas,
the Borrower has requested the DIP Administrative Agent and the New Money DIP
Lenders to accept and apply the Excess Commitment Offers as Incremental New
Money DIP Term Loan Commitments pursuant to Section 2.3.A of the Existing Credit
Agreement on the same terms and conditions as the initial New Money DIP Term
Loan Commitments (including, without limitation, the DIP Applicable Margin, the
DIP Supplemental Applicable Margin, and the payment of upfront fees) (the “Excess Commitments
Transaction”); and.

     

    Whereas,
in order to implement the Excess Commitments Transaction, pursuant to Section
11.1.A of the Existing Credit Agreement and Section 1 of Amendment No. 2, the
Borrowers and the Requisite Supermajority DIP Lenders wish to amend the Existing
Credit Agreement subject to the terms and conditions set forth herein, as set
forth herein (the Existing Credit Agreement, as so amended, herein being
referred to as the “Amended
Credit Agreement”) and (b) the Amended Credit Agreement shall not
constitute a novation of the obligations and liabilities existing under the
Existing Credit Agreement or evidence payment of all or any of such obligations
and liabilities (except as specifically set forth therein); and

     

    Whereas,
the Borrowers, the DIP Administrative Agent and Deutsche Bank Trust Company
Americas as Depositary and Securities Intermediary for the DIP Lenders (“DIP Depositary”) are party to
that certain Depositary Agreement, dated as of May 12, 2009 (“Existing Depositary
Agreement”), among the Borrowers, the DIP Administrative Agent and DIP
Depositary; and

     

    Whereas,
in order to implement the Excess Commitments Transaction, pursuant to Section
6.1 of the Existing DIP Depositary Agreement the Borrowers, the DIP
Administrative Agent and DIP Depositary wish to amend the Existing DIP
Depositary Agreement subject to the terms and conditions set forth herein, as
set forth herein (the Existing DIP Depositary Agreement as so amended, herein
being referred to as the “Amended DIP Depositary
Agreement”).

     

    Now,
Therefore, in consideration of the
premises and the covenants and obligations contained herein the parties hereto
agree as follows:

     

    SECTION 1.  
   AMENDMENTS TO THE CREDIT AGREEMENT

     

    The Existing Credit Agreement is hereby
amended, as set forth below; provided that the amended
provisions may be amended, modified, supplemented or waived from time to time as
required by the Interim Order or the Final Order (as defined in the amended
provisions) or otherwise exclusively in accordance with Section 11.1.A of
the Existing Credit Agreement:

    


    (a)           In Section 1.1 of the Existing Credit
Agreement, insert the following definitions after the definition of “Amendment
No. 2 Effective Date”

     

    “Amendment No. 3” means Amendment
No. 3 to the  Second Amended and Restated Credit Agreement ,
dated as of May 19, 2009, among the Borrowers, Holdings, each DIP 

     

    
 

    
      
        
        

      

      
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        EXECUTIVE
VERSION

      

    

     

     

    Lender
party thereto (as defined in the Existing Credit Agreement), and the DIP
Administrative Agent.

     

    “Amendment No. 3 Effective Date”
means the date on which Amendment No. 3 becomes effective in accordance
with its terms.


     

    (b)           In Section 1.1 of the Existing Credit
Agreement, replace clause (i) of the definition of “DIP Intercompany Loan
Limits” with the following:

     

    (i)
in the case of Intercompany Loans from the U.S. Borrower to the Luxembourg
Borrower, the Dollar Equivalent of $17,500,000.

     

    (c)           In Section 1.1 of the Existing Credit
Agreement, replace the definition of “Interim Order” with the
following:

     

    “Interim Order” means that
certain order issued by the Bankruptcy Court approving, among other things, this
Agreement and the other DIP Loan Documents and the transactions contemplated
hereby and thereby on an interim basis and authorizing the incurrence by the
Loan Parties of post-petition secured and super-priority Indebtedness in
accordance with this Agreement (and each supplemental or revised interim order
(including the First Supplemental Interim Order (as that term is defined in
Amendment No 3)) issued by the Bankruptcy Court prior to the Final Order Date
approving, among other things, Amendment No. 3 and any other amendments, waivers
or modifications of this Agreement or the other DIP Loan Documents or the
transactions contemplated hereby and thereby), in each case in form and
substance satisfactory to the Requisite DIP Lenders in their sole
discretion.

    


    (d)           In Section 1.1 of the Existing Credit
Agreement, replace the definition of “Net Cash Flow After Restructuring
Expenses” with the following:

     

    “Net Cash Flow After Restructuring
Expenses” means (A) for Holdings for any period, (a) Consolidated
Net Income of Holdings for such period plus (b) the excess, if
any, of (i) the Working Capital of Holdings at the beginning of such period over
(ii) the Working Capital of Holdings at the end of such period plus (c) non-cash charges and
non-cash losses for such period plus (d) cash flow from
investing during such period  plus (e) cash flow from
financing activities during such period (excluding to the extent included any
proceeds of any borrowings or payments or prepayments with respect to the DIP
Facilities) minus (f)
all costs and expenses paid or accrued by the Obligors during such period in
connection with the Cases or restructuring of the Obligors and (B) for the
Luxembourg Borrower together with the Foreign Subsidiary Guarantors (other than
those formed under the laws of Mexico) for any period, (a) aggregated Net
Income of the Luxembourg Borrower and the Foreign Subsidiary Guarantors (other
than those formed under the laws of Mexico) for such period plus (b) the excess, if
any, of (i) the Working Capital of the Luxembourg Borrower and the Foreign
Subsidiary Guarantors (other than those formed under the laws of Mexico) at the
beginning of such period over (ii) the Working Capital of the Luxembourg
Borrower and the Foreign Subsidiary Guarantors (other than those formed under
the laws of Mexico) at the end of such period plus (c) non-cash charges and
non-cash losses for such period plus (d) cash flow from
investing during such period  plus (e) cash flow from
financing activities during such period (excluding to the extent included any
proceeds of any borrowings or payments or prepayments with respect to the DIP
Facilities) minus (f)
all costs and expenses paid or accrued by the Luxembourg Borrower and the
Foreign Subsidiary Guarantors (other than those formed under the laws of Mexico)
during such period in connection with the Cases or restructuring of the
Obligors.

     

     

    
      
        
        

      

      
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    (e)           In Section 2.3.A(a) of the Existing
Credit Agreement, delete the term “DIP Final Effective Date” and replace with
the term “DIP Effective Date”.

     

    (f)           Replace
Section 2.13.A(a) of the Existing
Credit Agreement with the following:

     

    


    (a) Upfront Fees. On
(i) the DIP Effective Date, the Borrowers shall pay to each New Money DIP
Lender an upfront fee in the amount of 4.00% of such New Money DIP Lender’s New
Money DIP Term Loan Commitment and (ii) on the Amendment No. 3 Effective Date,
the Borrowers shall pay to each Incremental New Money DIP Lender an upfront fee
in the amount of 4.00% of such Incremental New Money DIP Lender’s Incremental
New Money DIP Term Loan Commitment as of the Amendment No. 3 Effective
Date.

     

    (g)           In
Section 5.2(a)(i) of the Existing Credit Agreement, replace the table with the
following:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        Calendar
      Month  Ending

                                      	
                                        Minimum
      Cumulative Consolidated

                                         Net
      Cash Flow After Restructuring 

                                        Expenses
      since May 1, 2009 (in Millions)

                                      
	 	
                                        May
      2009

                                      	
                                        (56.7)

                                      
	 	
                                        June
      2009

                                      	
                                        (82.6)

                                      
	 	
                                        July
      2009

                                      	
                                        (90.2)

                                      
	 	
                                        August
      2009

                                      	
                                        (93.7)

                                      
	 	
                                        September
      2009

                                      	
                                        (104.6)

                                      
	 	
                                        October
      2009

                                      	
                                        (116.4)

                                      
	 	
                                        November
      2009

                                      	
                                        (99.2)

                                      
	 	
                                        December
      2009

                                      	
                                        (84.1)

                                      
	 	
                                        January
      2010

                                      	
                                        (76.8)

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    (h)           In
Section 5.2(a)(ii) of the Existing Credit Agreement, replace the table with the
following:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Calendar
      Month  Ending

                                    	
                                      Minimum
      Cumulative Aggregated

                                       Net
      Cash Flow After Restructuring 

                                      Expenses
      since May 1, 2009 (in Millions)

                                    
	 	
                                      May
      2009

                                    	
                                      (22.5)

                                    
	 	
                                      June
      2009

                                    	
                                      (35.1)

                                    
	 	
                                      July
      2009

                                    	
                                      (31.4)

                                    
	 	
                                      August
      2009

                                    	
                                      (26.2)

                                    
	 	
                                      September
      2009

                                    	
                                      (39.9)

                                    
	 	
                                      October
      2009

                                    	
                                      (42.6)

                                    
	 	
                                      November
      2009

                                    	
                                      (33.3)

                                    
	 	
                                      December
      2009

                                    	
                                      (23.7)

                                    
	 	
                                      January
      2010

                                    	
                                      (16.2)

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    
      
        
        

      

      
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    (i)           In
Section 5.2(c)(i) of the Existing Credit Agreement, replace the table with the
following:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 	
                                        Calendar
      Month Ending

                                      	
                                        Minimum
      Cumulative  Interest

                                         Coverage
      Ratio Since May 1, 2009

                                      
	 	
                                        May
      2009

                                      	
                                        N/A

                                      
	 	
                                        June
      2009

                                      	
                                        N/A

                                      
	 	
                                        July
      2009

                                      	
                                        N/A

                                      
	 	
                                        August
      2009

                                      	
                                        0.3

                                      
	 	
                                        September
      2009

                                      	
                                        1.6

                                      
	 	
                                        October
      2009

                                      	
                                        2.4

                                      
	 	
                                        November
      2009

                                      	
                                        2.9

                                      
	 	
                                        December
      2009

                                      	
                                        2.6

                                      
	 	
                                        January
      2010

                                      	
                                        2.9

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


     

    (j)           In
Section 5.2(c)(ii) of the Existing Credit Agreement, replace the table with the
following:

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          Calendar
      Month Ending

                                        	
                                          Minimum
      Cumulative Interest 

                                          Coverage
      Ratio Since May 1, 2009

                                        
	 	
                                          May
      2009

                                        	
                                          N/A

                                        
	 	
                                          June
      2009

                                        	
                                          N/A

                                        
	 	
                                          July
      2009

                                        	
                                          N/A

                                        
	 	
                                          August
      2009

                                        	
                                          0.7

                                        
	 	
                                          September
      2009

                                        	
                                          3.9

                                        
	 	
                                          October
      2009

                                        	
                                          6.3

                                        
	 	
                                          November
      2009

                                        	
                                          7.8

                                        
	 	
                                          December
      2009

                                        	
                                          6.8

                                        
	 	
                                          January
      2010

                                        	
                                          7.5

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    (k)           Replace
Section 5.2(f) of the Existing Credit Agreement with the following:

     

    Compliance with 13-Week
Budget.  The Loan Parties shall comply with, and shall ensure
the compliance of each of their Subsidiaries with, the then-applicable 13-Week
Budget such that, for the amount specified under “Total Disbursements” in the
13-Week Budget, the Loan Parties shall not allow a cumulative adverse deviation
of greater than 15% with respect to such then-applicable 13-Week
Budget.

     

    
      
        
        

      

      
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    (l)           In
Exhibit M (Plan Term
Sheet), in the first paragraph on page M-3, add the words “minus
permanent voluntary or mandatory prepayments of the New Money DIP Term Loans”
before the words “(on terms and condition to be agreed upon by the Debtors and
the Requisite DIP Lenders)”.

     

    SECTION 2.      AMENDMENTS TO THE DIP DEPOSITARY
AGREEMENT

     

    The Borrowers, the DIP Administrative
Agent and the DIP Depositary hereby agree that Existing DIP Depositary Agreement
is hereby amended as set forth below (and the DIP Lenders party hereto hereby
instruct the DIP Administrative Agent, and the DIP Administrative Agent hereby
instructs the DIP Depositary to agree to such amendments):

    


    (a)           In
Section 1.3 of the Existing DIP Depositary Agreement, replace the definition of
“Adjusted Budget” with the following:

     

    “Adjusted Budget”
shall mean, on any date, the then-applicable 13-Week Budget, as adjusted (on a
reasonable basis and in good faith) to permit a cumulative adverse deviation of
no greater than 15%, and as further adjusted with the consent of the Requisite
DIP Lenders.

    


     

    (b)           Replace
clause (b)(ii) of the Certification in Exhibit A (Withdrawal Certificate) of
the Existing DIP Depositary Agreement with the following:

     

    (ii)
Without giving effect to the transfers contemplated hereby and to the
application of the proceeds of such transfers, the excess (if any) of (A)
Available Cash of the Obligors on the date of this Withdrawal Certificate (taken
together with Available Cash of the Obligors reasonable expected to be available
within the succeeding five (5) Business Days) over (B) $15,000,000 is
insufficient to pay the Permitted Amounts.

     

    


    SECTION 3.      OTHER MATTERS RELATING TO THE EXCESS
COMMITMENTS TRANSACTION

     

    (a)           For
the purposes of the Excess Commitments Transaction only, the DIP Lenders party
hereto hereby agree that the requirements in Sections 2.3.A(b)(ii), (iii) and
(iv) of the Existing Credit Agreement for the solicitation and allocation of
Incremental New Money DIP Term Loan Commitments among DIP Lenders do not apply
and that the Incremental New Money DIP Term Loans shall be borrowed
contemporaneously with the borrowing of the Final New Money DIP Term Loans on
the DIP Final Effective Date.

     

    (b)           The
DIP Lenders party hereto hereby consent to the amendment of the current 13-Week
Budget to reflect additional upfront fees payable in connection with the Excess
Commitments Transaction.

     

    


    SECTION 4.      CONDITIONS PRECEDENT TO THE
EFFECTIVENESS OF THIS AMENDMENT NO. 3

     

    This Amendment No. 3 shall become
effective as of the date first written above when, and only when, each of the
following conditions precedent shall have been satisfied (the “Amendment No. 2
Effective Date”) or duly waived by the DIP
Administrative Agent:

     

    
      
        
        

      

      
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    (a)           First Supplemental
Interim Order. The
Bankruptcy Court shall have entered a supplemental interim order (the
“First Supplemental Interim
Order”) on due and proper notice, approving, among other things,
Amendment No 3, which Supplemental Interim Order shall be in form and substance
acceptable to the Requisite DIP Lenders in their sole discretion.

     

    (b)           Certain Documents.
The DIP Administrative
Agent shall have received each of the following, each dated the Amendment No. 3
Effective Date (unless otherwise agreed by the DIP Administrative Agent), in
form and substance satisfactory to the DIP Administrative
Agent:

     

    (i)             this Amendment No. 3, executed (on the
signature pages hereto) by the Borrowers, Holdings, DIP Lenders (as
defined in the Existing Credit Agreement) constituting Requisite Supermajority
DIP Lenders (as defined in the Existing Credit Agreement) and Deutsche Bank AG
New York Branch, as administrative agent for the DIP Lenders; and

     

    (ii)             the Consent and Agreement, in the form
attached hereto as Exhibit A
(each, a “Subsidiary
Consent”), executed by each
of the Domestic Subsidiary Guarantors; and

     

    (iii)             a revised 13-Week Budget, reflecting the
amendments consented to by the DIP Lenders party hereto in Section 3(b) of this
Amendment No. 3.

     

    


    SECTION 5.      REPRESENTATIONS AND
WARRANTIES

     

    Upon entry of the First Supplemental
Interim Order, on and as of the date hereof and as of the Amendment No. 3
Effective Date, the Borrowers and Holdings hereby represent and warrant to the
DIP Administrative Agent and each Lender as follows:

     

    (a)           this Amendment No. 3 has been duly
authorized, executed and delivered by the Borrowers and Holdings and consented
to by each Guarantor and constitutes a legal, valid and binding obligation of
the Borrowers, Holdings and each Guarantor, enforceable against the Borrowers,
Holdings and each Guarantor in accordance with its terms and the Credit
Agreement as amended by this Amendment No. 3 and constitutes the legal, valid
and binding obligation of the Borrowers and each Guarantor, enforceable against
the Borrowers and each Guarantor in accordance with its
terms;

     

    (b)           each of the representations and
warranties contained in Article
IV.A (Representations and
Warranties) of the Amended
Credit Agreement, each other DIP Loan Document (as defined in the Amended Credit
Agreement) or in any certificate, document or financial or other statement
furnished at any time under or in connection therewith are true and correct in
all material respects on and as of the date hereof and the Amendment No. 3
Effective Date, in each case as if made on and as of such date and except to the
extent that such representations and warranties specifically relate to a
specific date, in which case such representations and warranties shall be true
and correct in all material respects as of such specific date; provided, however, that references therein to the
“Credit
Agreement” shall be deemed
to refer to the Amended Credit Agreement and after giving effect to the consents
and waivers set forth herein; and

     

    (c)           no Default or Event of Default contained
in Section 9.1A of the Amended Credit Agreement has occurred and is continuing
(except for those that are duly waived).

     

    
      
        
        

      

      
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    SECTION 6.      REFERENCE TO THE EFFECT ON THE LOAN
DOCUMENTS

     

    (a)           As of the Amendment No. 3 Effective
Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each
reference in the other Loan Documents (as defined in the Existing Credit
Agreement), including, without limitation, by means of words like “thereunder”, “thereof” and words of like import, shall mean
and be a reference to the Amended Credit Agreement and this Amendment No. 3 and
the Existing Credit Agreement  and this Amendment No. 3 shall be read
together and construed as a single instrument.  Each of the table of
contents and lists of Exhibits and Schedules of the Credit Agreement shall be
amended to reflect the changes made in this Amendment No. 3 as of the Amendment
No. 3 Effective Date.

     

    (b)           As of the Amendment No. 3 Effective
Date, each reference in the DIP Depositary  Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each
reference in the other Loan Documents (as defined in the Existing Credit
Agreement), including, without limitation, by means of words like “thereunder”, “thereof” and words of like import, shall mean
and be a reference to the Amended DIP Depositary  Agreement and this
Amendment No. 3 and the Existing DIP Depositary Agreement and this Amendment No.
3 shall be read together and construed as a single instrument.  Each
of the table of contents and lists of Exhibits and Schedules of the DIP
Depositary  Agreement shall be amended to reflect the changes made in
this Amendment No. 3 as of the Amendment No. 3 Effective
Date.

     

    (c)           Except as expressly amended hereby or
specifically waived above, all of the terms and provisions of the Existing
Credit Agreement, the Existing DIP Depositary Agreement and all other Loan
Documents (as defined in the Existing Credit Agreement) are and shall remain in
full force and effect and are hereby ratified and confirmed.

     

    (d)           The execution, delivery and
effectiveness of this Amendment No. 3 shall not, except as expressly provided
herein, operate as a waiver of any right, power or remedy of the Lenders,
Issuers, Arranger, the Prepetition Administrative Agent or the DIP
Administrative Agent under any of the Loan Documents, nor constitute a waiver or
amendment of any other provision of any of the Loan Documents or for any purpose
except as expressly set forth herein.

     

    (e)           The
Existing Credit Agreement as amended by this Amendment No. 3 is not in any way
intended to constitute a novation of the obligations and liabilities existing
under the Existing Credit Agreement or evidence payment of all or any portion of
such obligations and liabilities.

     

    (f)           This Amendment No. 3 is a Loan Document
(as defined in the Existing Credit Agreement) and a Prepetition Loan Document
and a DIP Loan Document (as each is defined in the Amended Credit
Agreement).

     

    SECTION 7.      EXECUTION IN
COUNTERPARTS

     

    This Amendment No. 3 may be executed in
any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same
agreement.  Signature pages may be detached from multiple separate
counterparts and attached to a single counterpart so that all signature pages
are attached to the same document.  Delivery of an executed
counterpart by telecopy or electronic mail shall be effective as delivery of a
manually executed counterpart of this Amendment No. 3. 

     

    
      
        
        

      

      
        -
9 -

        
          

        

      

      
        
        

        EXECUTIVE
VERSION

      

    

     

     

    SECTION 8.      GOVERNING LAW

     

    This Amendment No. 3 shall be governed
by and construed in accordance with the law of the State of New York except to the extent New York law is superseded by the Bankruptcy
Code.

     

    SECTION 9.      SECTION TITLES

     

    The section titles contained in this
Amendment No. 3 are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto,
except when used to reference a section.

     

    SECTION 10.    NOTICES

     

    All communications and notices hereunder
shall be given as provided in the Amended Credit Agreement or, as the case may
be, the Guaranty.

     

    SECTION 11.    SEVERABILITY

     

    The fact that any term or provision of
this Amendment No. 3 is held invalid, illegal or unenforceable as to any person
in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the
validity, enforceability or legality of such offending term or provision in any
other situation or jurisdiction or as applied to any person

     

    SECTION 12.    SUCCESSORS

     

    The terms of this Amendment No. 3 shall
be binding upon, and shall inure to the benefit of, the parties hereto and to
the other parties to the Existing Credit Agreement and the Existing DIP
Depositary Agreement (as applicable) and their respective successors and
assigns.

     

    SECTION 13.    WAIVER OF JURY TRIAL

     

                          EACH
OF THE PARTIES HERETO IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR
PROCEEDING WITH RESPECT TO THIS AMENDMENT NO. 3 OR THE AMENDED CREDIT AGREEMENT,
THE AMENDED DIP DEPOSITARY AGREEMENT OR ANY OTHER LOAN DOCUMENT (AS DEFINED IN
THE EXISTING CREDIT AGREEMENT) OR ANY PREPETITION LOAN DOCUMENT OR DIP LOAN
DOCUMENT(AS DEFINED IN THE AMENDED CREDIT AGREEMENT).

    


    [Signature Pages
Follow]

    
 

     

    
      
        
        

      

      
        -
10 -

        
          

        

      

      
        
        

        
        

      

    

    
 

    In
Witness Whereof, the parties hereto have caused this
Amendment No. 3 to be executed by their respective officers and general partners
thereunto duly authorized, as of the date first written
above.

     

    
       

      
        
          
            
              
                
                  
                    
                      	 
      	
                              HLI
      Operating Company, Inc.,

                              as U.S. Borrower

                               

                            	 
      
	 
      	
                              By:

                            	
                               /s/ 
      Mark A. Brebberman

                            	 
      
	 
      	 
      	
                              Name:  Mark
      A. Brebberman

                            	 
      
	 
      	 
      	
                              Title:  Vice
      President

                            	 
      


                    

                  

                

              

            

          

        

      

       

      
         

        
          
            
              
                
                  
                    
                      	 
      	
                              
                                 

                              

                              
                                Hayes
      Lemmerz Finance LLC–Luxembourg S.C.A.,

                                as Luxembourg Borrower

                                 

                                
                                  By
      : Hayes
      Lemmerz Finance LLC, its Managing Partner

                                

                                 

                              

                            	 
      
	 
      	
                              By:

                            	
                               /s/ 
      Mark A. Brebberman

                            	 
      
	 
      	 
      	
                              Name:  Mark
      A. Brebberman

                            	 
      
	 
      	 
      	
                              Title:  Vice
      President

                            	 
      
	 
      	 
      	 
      	 
      


                    

                  

                

              

            

          

        

         

      

      
         

        
          
            
              
                
                  
                    
                      	 
      	
                              
                                 

                              

                              
                                
                                  Hayes
      Lemmerz International, Inc.,

                                  as
      Holdings

                                

                                 

                              

                            	 
      
	 
      	
                              By:

                            	
                               /s/ 
      Mark A. Brebberman

                            	 
      
	 
      	 
      	
                              Name:  Mark
      A. Brebberman

                            	 
      
	 
      	 
      	
                              Title:  Vice
      President

                            	 
      
	 
      	 
      	 
      	 
      


                    

                  

                

              

            

          

        



      
         

        [CONSENT
AND AGREEMENT OF GUARANTORS  TO AMENDMENT NO. 3]

      

      
         

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          
          

        

        
          
            
              
                
                  
                    
                      
                        	 
      	
                                
                                   

                                

                                
                                  
                                    
                                      DEUTSCHE BANK AG NEW YORK
      BRANCH,

                                      as
      DIP Administrative Agent

                                    

                                  

                                   

                                

                              	 
      
	 
      	
                                By:

                              	
                                  /s/ Erin
      Morrissey

                              	 
      
	 
      	 
      	
                                Name:  Erin
      Morrissey

                              	 
      
	 
      	 
      	
                                Title:    
      Vice President

                              	 
      
	 
      	 
      	 
      	 
      
	 	 	 	 


                      

                    

                  

                

              

            

          

        

        	 
      	
                By:

              	
                  /s/ Michael M.
      Meagher

              	 
      
	 
      	 
      	
                Name:  Michael
      M. Meagher

              	 
      
	 
      	 
      	
                Title:    
      Vice President

              	 
      
	 
      	 
      	 
      




       

      
        
          
            [CONSENT AND AGREEMENT OF GUARANTORS  TO AMENDMENT NO.
3]

          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
         

         

      

      
        
          
            
              
                
                  
                    	 
      	
                            
                               

                            

                            
                              
                                
                                  GENERAL
      ELECTRIC CAPITAL CORPORATION, 
as DIP Lender

                                   

                                

                              

                            

                          	 
      
	 
      	
                            By:

                          	
                              /s/ Scott W.
      Renzulli

                          	 
      
	 
      	 
      	
                            Name:  Scott
      W. Renzulli

                          	 
      
	 
      	 
      	
                            Title:    
      Duly Authorized Signatory   

                          	 
      
	 
      	 
      	 
      	 
      


                  

                

              

            

          

        

      

      
         

        
           

           

          [CONSENT AND
AGREEMENT OF GUARANTORS  TO AMENDMENT NO.
3]