S-4/A

As filed with the Securities and Exchange Commission on April 11, 2008.

Registration Statement No. 333-145509

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

HAYES LEMMERZ FINANCE LLC — LUXEMBOURG S.C.A.

(Exact name of registrant as specified in its charter)

Grand Duchy of Luxembourg	3714	2007-2300-646
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Centre Mercure

41 avenue de la Gare

5ème Etage, L-1611 Luxembourg

352-27-48-9134

(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

HAYES LEMMERZ INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	3714	32-0072578
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

15300 Centennial Drive, Northville, Michigan	48168
(Address of principal executive offices)	(Zip Code)

Patrick C. Cauley, Esq.

Vice President and General Counsel

15300 Centennial Drive

Northville, Michigan 48168

(734) 737-5000

(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies of all communications to:

Robert B. Pincus, Esq.	Richard B. Aftanas, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP	Skadden, Arps, Slate, Meagher & Flom LLP
One Rodney Square, P.O. Box 636	4 Times Square
Wilmington, Delaware 19899-0636	New York, New York 10036-6522
(302) 651-3000	(212) 735-3000

Approximate date of commencement of proposed sale to the public:  As soon as practicable after this registration statement becomes effective.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer þ Non-accelerated filer o
(Do not check if a smaller reporting company) Smaller reporting company o

TABLE OF ADDITIONAL REGISTRANTS

			Primary
	State or other		Standard		I.R.S.
Exact Name of Registrant as Specified in its Charter and Address,	Jurisdiction of		Industrial		Employer
Including Zip Code, and Telephone Number, Including Area	Incorporation or		Classification		Identification
Code of Registrant’s Principal Executive Offices*	Organization		Code Number		Number
HLI Parent Company, Inc.		Delaware		3714		61-1447832
HLI Operating Company, Inc.		Delaware		3714		30-0167742
HLI Wheels Holding Company, Inc.		Delaware		3714		38-3678862
Hayes Lemmerz International — California, Inc.		Delaware		3714		33-0042337
Hayes Lemmerz International — Georgia, Inc.		Delaware		3714		58-2046122
Hayes Lemmerz International — Howell, Inc.		Michigan		3714		38-1799246
Hayes Lemmerz International — Huntington, Inc.		Delaware		3714		62-1240825
Hayes Lemmerz International Import, Inc.		Delaware		3714		38-3311655
Hayes Lemmerz International — Sedalia, Inc.		Delaware		3714		77-0597670
HLI Commercial Highway Holding Company, Inc.		Delaware		3714		35-2202828
Hayes Lemmerz International — Commercial Highway, Inc.		Delaware		3714		77-0597674
HLI Powertrain Holding Company, Inc.		Delaware		3714		30-0168269
Hayes Lemmerz International — Wabash, Inc.		Indiana		3714		38-2170301
Hayes Lemmerz International — Laredo, Inc.		Texas		3714		74-2418656
HLI Brakes Holding Company, Inc.		Delaware		3714		32-0072575
HLI Suspension Holding Company, Inc.		Michigan		3714		38-1650061
HLI Services Holding Company, Inc.		Delaware		3714		61-1447840
Hayes Lemmerz International — Technical Center, Inc.		Michigan		3714		38-2257519
HLI Realty, Inc.		Michigan		3714		38-2781885
Hayes Lemmerz International — Kentucky, Inc.		Delaware		3714		61-1148246
HLI Netherlands Holdings, Inc.		Delaware		3714		38-3640015
Hayes Lemmerz Finance LLC		Delaware		3714		77-0687588
Industrias Fronterizas HLI, S.A. de C.V.		Mexico		3714		N/A
HLI European Holdings ETVE, S.L.		Spain		3714		N/A
Hayes Lemmerz Aluminio S. de R. L. de C.V.		Mexico		3714		N/A
Hayes Lemmerz Manresa, S.L.		Spain		3714		N/A
Hayes Lemmerz Fabricated Holdings B.V.		Netherlands		3714		N/A
Borlem Aluminio S.A.		Brazil		3714		N/A
Hayes Lemmerz Alukola, s.r.o.		Czech		3714		N/A
Hayes Lemmerz Autokola, a.s.		Czech		3714		N/A
Hayes Lemmerz Barcelona, S.L.		Spain		3714		N/A
Hayes Lemmerz Holding GmbH		Germany		3714		N/A
Hayes Lemmerz Werke GmbH		Germany		3714		N/A
Hayes Lemmerz Königswinter GmbH		Germany		3714		N/A
Hayes Lemmerz Immobilien GmbH & Co. KG Partnership		Germany		3714		N/A

* The principal executive office for each Additional Registrant is:
c/o Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, Michigan 48168

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 11, 2008

PROSPECTUS

Hayes Lemmerz Finance LLC — Luxembourg S.C.A.
Guaranteed by Hayes Lemmerz International, Inc.

OFFER TO EXCHANGE

€130 million aggregate principal amount of 8.25% Senior Notes due 2015 that have been registered under the Securities Act of 1933, as amended (the “Securities Act”),
in exchange for €130 million aggregate principal amount of outstanding 8.25% Senior Notes due 2015

In this prospectus we refer to the 8.25% Senior Notes due 2015 that have been registered under the Securities Act as the “Exchange Notes,” and we refer to the 8.25% Senior Notes due 2015 that have not been registered under the Securities Act as the “Restricted Notes.” We use the term “Notes” when referring collectively to the Exchange Notes and the Restricted Notes.

The Exchange Offer will expire at 5:00 p.m., New York City time, on May 12, 2008,

unless earlier terminated or extended by us.

Terms of the Exchange Offer:

•  We will exchange Exchange Notes for any and all outstanding Restricted Notes that are validly tendered and not withdrawn prior to the expiration or termination of the Exchange Offer.

•  You may withdraw tenders of Restricted Notes at any time prior to the expiration or termination of the Exchange Offer.

•  The terms of the Exchange Notes are substantially identical to those of the Restricted Notes, except that the Exchange Notes have been registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes.

•  The exchange of Restricted Notes for Exchange Notes pursuant to the Exchange Offer will not be treated as a taxable event for United States federal income tax purposes, but you should see the discussion under the caption “Certain U.S. Federal Income Tax Considerations” for more information.

•  We will not receive any proceeds from the Exchange Offer.

•  We issued the Restricted Notes in a transaction not requiring registration under the Securities Act and, as a result, their transfer is restricted. We are conducting the Exchange Offer to satisfy your registration rights as a holder of the Restricted Notes.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Restricted Notes where such Exchange Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of up to 90 days after the closing of this Exchange Offer, we will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution.”

The Restricted Notes are currently listed on the Official List of the Luxembourg Stock Exchange and traded on the Euro MTF market (the “Euro MTF Market”). Application will be made to admit the Exchange Notes for listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market. We have not applied and do not currently intend to apply to list the Exchange Notes on any national securities exchange.

See “Risk Factors” beginning on page 12 for certain risks incorporated herein by reference and discussed herein that you should consider prior to tendering your Restricted Notes for exchange.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.           

The date of this prospectus is          , 2008.

TABLE OF CONTENTS

	Page
About This Prospectus		i
Industry and Market Data		ii
Notice to Certain European Investors		ii
Information Regarding Forward-Looking Statements		iv
Summary		1
Risk Factors		12
Use of Proceeds		26
Capitalization		27
Selected Consolidated Financial Information		28
Ratio of Earnings to Fixed Charges		30
The Issuer		31
Management		32
Description of Material Indebtedness		36
The Exchange Offer		40
Description of the Exchange Notes		50
Certain U.S. Federal Income Tax Considerations		95
Luxembourg Taxation		100
Plan of Distribution		103
Legal Matters		104
Experts		104
Incorporation by Reference		104
Where You Can Find More Information		105
Articles of Association of Hayes Lemmerz Finance LLC - Luxembourg S.C.A.
By-Laws of Industrias Fronterizas HLI, S.A. de C.V.
Articles of Association of HLI European Holding ETVE, S.L.
By-Laws of Hayes Lemmerz Aluminio S. de R. L. de C.V.
Articles of Association of Hayes Lemmerz Manresa, S.L.
Articles of Association of Hayes Lemmerz Fabricated Holdings B.V.
By-Laws of Borlem Aluminio S.A.
Founding Deed of Hayes Lemmerz Alukola, s.r.o.
Founding Deed of Hayes Lemmerz Autokola, a.s.
Statutes of Hayes Lemmerz Autokola, a.s.
Articles of Association of Hayes Lemmerz Barcelona, S.L.
Articles of Association of Hayes Lemmerz Holding GmbH
Articles of Association of Hayes Lemmerz Werke GmbH
Articles of Association of Hayes Lemmerz Konigswinter GmbH
Partnership Agreement, dated November 15, 2004
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
Opinion of Loyens & Loeff
Opinion of Patrick C. Cauley
Guaranty, dated as of October 25, 2007, by Industrias Fronterizas HLI, S.A. de C.V.
Joint and Several Guaranty, dated as of October 30, 2007, by HLI European Holdings ETVE, S.L.
Guaranty, dated as of October 25, 2007, by Hayes Lemmerz Aluminio, S.de R.L. de C.V.
Joint and Several Guaranty, dated as of October 19, 2007, by Hayes Lemmerz Manresa, S.L.
Guarantee Agreement, dated as of October 22, 2007, by Hayes Lemmerz Fabricated Holdings B.V.
Guaranty, dated as of October 18, 2007, by Borlem Aluminio S.A.
Guarantee, dated as of October 11, 2007, by Hayes Lemmerz Alukola, s.r.o.
Guarantee, dated as of October 11, 2007, by Hayes Lemmerz Autokola, a.s.
Joint and Several Guaranty, dated as of October 22, 2007, by Hayes Lemmerz Barcelona, S.L.
Intercompany Guaranty, dated as of October 5, 2007
Computation of Ratios
Consent of Independent Registered Public Accounting Firm
Form of Letter of Transmittal
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Form of Letter to Clients

ABOUT THIS PROSPECTUS

In this prospectus, unless otherwise stated, “the Company,” “we,” “us” and “our” refer to Hayes Lemmerz International, Inc. and its consolidated subsidiaries; “Hayes” refers to Hayes Lemmerz International, Inc.; “the Issuer” refers to Hayes Lemmerz Finance LLC — Luxembourg S.C.A., an indirect wholly owned subsidiary of HLI Operating Company, Inc.; and “HLI Opco” refers to HLI Operating Company, Inc., an indirect subsidiary of Hayes.

This prospectus incorporates by reference important business and financial information about us that is not included in or delivered with this document. Copies of this information are available, without charge to any person to whom this prospectus is delivered, upon written or oral request to:

Hayes Lemmerz International, Inc.

15300 Centennial Drive

Northville, Michigan 48168

Attention: Corporate Secretary

(734) 737-5000

In order to receive timely delivery, you must request information no later than May 5, 2008, which is five (5) business days before the expiration of the Exchange Offer.

i

INDUSTRY AND MARKET DATA

In this prospectus we rely on and refer to information and statistics regarding our industry. We obtained industry and market data from our internal estimates and surveys, industry publications and surveys and studies conducted by third parties. We have not independently verified market and industry data from third-party sources and we cannot assure you as to the accuracy or completeness of their information. Statements as to our market position relative to our competitors are generally based on management estimates as of the end of the 2006 fiscal year and exclude in-house production by original equipment manufacturers. We cannot assure you that more recent data would not produce different estimates of our market position. In addition, unless otherwise noted, all statements of market position relate exclusively to sales of products for use in passenger cars and light trucks, and references to wheels for those vehicles include only full-size wheels. Although we believe internal company estimates and surveys are reliable and market definitions are appropriate, neither these surveys nor these definitions have been verified by any independent sources. The method of calculating market position in this prospectus is not necessarily consistent with the methods historically used by us or used by us in different contexts. Further, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this prospectus.

NOTICE TO CERTAIN EUROPEAN INVESTORS

In any European Economic Area Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the “Prospectus Directive”), this prospectus is only addressed to, and is only directed at, qualified investors in that Member State within the meaning of the Prospectus Directive.

Austria.  No prospectus has been or will be approved and/or published pursuant to the Austrian Capital Markets Act (Kapitalmarktgesetz) as amended. Neither this document nor any other document connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this document nor any other document connected therewith may be distributed, passed on or disclosed to any other person in Austria, save as specifically agreed with the initial purchasers. No steps may be taken that would constitute a public offering of the Exchange Notes in Austria and the offering of the Exchange Notes may not be advertised in Austria.

France.  This prospectus has not been prepared in the context of a public offering in France within the meaning of Article L.411-1 of the Code monétaire et financier and Title I of Book II of the Règlement Général of the Autorité des Marchés Financiers (the “AMF”) and therefore has not been approved by, registered or filed with the AMF. Consequently, the Exchange Notes are not being offered, directly or indirectly, to the public in France and this prospectus has not been and will not be released, issued or distributed or caused to be released, issued or distributed to the public in France or used in connection with any offer for subscription or sale of the Exchange Notes to the public in France. No offering or marketing materials relating to the Exchange Notes may be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in France.

The Exchange Notes may only be offered or sold in the Republic of France to qualified investors (investisseurs qualifies) and/or to a limited group of investors (cercle restraint d’investisseurs) as defined in and in accordance with articles L.411-1 and L.411-2 of the French Code Monétaire et Financier and Decree n°98-880 dated October 1, 1998.

Prospective investors are informed that:

(i) this prospectus has not been submitted for clearance to the French Financial Market Authority (Autorité des Marchés Financiers);

(ii) in compliance with Decree n°98-880 dated October 1, 1998, any investors subscribing for the Exchange Notes should be acting for their own account; and

(iii) the direct and indirect distribution or sale to the public of the Exchange Notes acquired by them may only be made in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L. 621-8-3 of the French Code Monétair et Financier.

Germany.  Any offer or solicitation of securities within Germany must be in full compliance with the German Securities Prospectus Act (Wertpapierprospekt-gesetz (the “WpPG”). The offer and solicitation of securities to the public in Germany requires the approval of the offering document by the German Federal Financial Services

ii

Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (the “BaFin”)). This prospectus has not been and will not be submitted for approval to the BaFin. It may not be supplied to the public in Germany or used in connection with any offer for subscription of the Exchange Notes to the public, any public marketing of the Exchange Notes or any public solicitation for offers to subscribe for or otherwise acquire the Exchange Notes in Germany. This prospectus is personally addressed only to a limited number of persons in Germany who are qualified investors, as defined in the WpPG, is strictly confidential and may not be distributed to any person or entity other than the designated recipients hereof.

Italy.  The offering of the Exchange Notes has not been cleared by the Commissione Nazionale per la Società e la Borsa (“CONSOB”) (the Italian Securities Exchange Commission), pursuant to Italian securities legislation and, accordingly, in the Republic of Italy the notes may not be offered, sold or delivered, nor may copies of the prospectus or of any other document relating to the notes be distributed in the Republic of Italy, except:

i. to qualified investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998 (“Regulation 11522”), as amended; or

ii. in circumstances which are exempted from the rules on solicitation of investments pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998 (the “Financial Services Act”) and Article 33, first paragraph, of CONSOB Regulation No. 11971 of 14th May, 1999, as amended.

Grand Duchy of Luxembourg.  This offering should not be considered a public offering in the Grand Duchy of Luxembourg. This prospectus may not be reproduced or used for any purpose other than this offering, nor provided to any person other than the recipient thereof. The Exchange Notes are offered to a limited number of sophisticated investors in all cases under circumstances designed to preclude a distribution, which would be other than a private placement. All public solicitations are banned and the sale may not be publicly advertised.

Spain.  The Exchange Notes may not be offered or sold in Spain except in accordance with the requirements of the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores) as amended and restated and Royal Decree 291/1992 on Issues and Public Offering of Securities (Real Decreto 291/1992, de 27 de Marzo, sobre Emisiones y Ofertas Públicas de Venta de Valores) as amended and restated (“R.D. 291/92”), and subsequent legislation.

This prospectus is neither verified nor registered in the administrative registries of the Comisión Nacional del Mercado de Valores, and therefore a public offer for subscription of the Exchange Notes will not be carried out in Spain. Notwithstanding that and in accordance with Article 7 of R.D. 291/92, a private placement of the Exchange Notes addressed exclusively to institutional investors (as defined in Article 7.1(a) of R.D. 291/92) may be carried out in accordance with the requirements of R.D. 291/92.

Switzerland.  The Exchange Notes may be offered in Switzerland on the basis of a private placement and not as a public offering. The Exchange Notes will neither be listed on the SWX Swiss Exchange nor are they subject to Swiss Law. This prospectus does not constitute a prospectus within the meaning of Art. 1156 of the Swiss Federal Code of Obligations or Arts. 32 et seq. of the Listing Rules of the SWX Swiss Exchange, and does not comply with the Directive for notes of Foreign Borrowers of the Swiss Bankers Association. We will not apply for a listing of the Exchange Notes on any Swiss stock exchange or other Swiss regulated market and this prospectus may not comply with the information required under the relevant listing rules. The Exchange Notes have not and will not be registered with the Swiss Federal Banking Commission or any other Swiss authority for any purpose, whatsoever.

United Kingdom.  This prospectus is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”) or (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order (all such persons together being referred to as “relevant persons”). This document and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any investment or investment activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons. The Exchange Notes are being offered solely to “qualified investors” as defined in the Prospectus Directive and accordingly the offer of Exchange Notes is not subject to the obligation to publish a prospectus within the meaning of the Prospectus Directive.

iii

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements with respect to our financial condition, results of operations, and business. All statements other than statements of historical fact made in this prospectus are forward-looking. Such forward-looking statements include, among others, those statements including the words “expect,” “anticipate,” “intend,” “believe,” and similar language. These forward-looking statements involve certain risks and uncertainties. Our actual results may differ significantly from those projected in the forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others:

•  competitive pressure in our industry;

•  fluctuations in the price of steel, aluminum, and other raw materials;

•  changes in general economic conditions;

•  our dependence on the automotive industry (which has historically been cyclical) and on a small number of major customers for the majority of our sales;

•  pricing pressure from automotive industry customers and the potential for re-sourcing of business to lower-cost providers;

•  changes in the financial markets or our debt ratings affecting our financial structure and our cost of capital and borrowed money;

•  the uncertainties inherent in international operations and foreign currency fluctuations;

•  our ability to divest non-core assets and businesses; and

•  the risks described under the heading “Risk Factors.”

You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this prospectus. We have no duty to update the forward-looking statements in this prospectus and we do not intend to provide such updates. Furthermore, we cannot guarantee future results, events, levels of activity, performance, or achievements.

iv

SUMMARY

The following summary contains basic information about us and the Exchange Offer. It likely does not contain all of the information that is important to you. For a more complete understanding of us and the Exchange Offer, we encourage you to read this entire document carefully, including the section entitled “Risk Factors” and the information that is incorporated herein by reference. All references to fiscal years of the Company in this prospectus refer to years commencing on February 1 of that year and ending on January 31 of the following year.

Our Company

Originally founded in 1908, we are a leading worldwide producer of aluminum and steel wheels for passenger cars and light trucks and of steel wheels for commercial trucks and trailers. We are also a supplier of automotive powertrain components in North America. We have a global footprint with 23 facilities, including business and sales offices and manufacturing facilities located in 13 countries around the world, many in low-cost regions. We sell our products to every major North American, Japanese and European manufacturer of passenger cars and light trucks as well as commercial highway vehicle customers throughout the world. Our products are presently on seven of the ten top-selling platforms for passenger cars in the United States, and on all ten of the ten top-selling platforms in Europe based on volume. In fiscal 2007, we had net sales of $2.1 billion with approximately 80% derived from international markets. In fiscal 2006, we had net sales of $1.8 billion. We had a loss from operations of $38.7 million in fiscal 2007 and earnings from operations of $4.5 million in fiscal 2006.

Our Products

We design, manufacture and distribute the following products:

Automotive Wheels.  We are the largest global manufacturer of automotive wheels. We operate technical centers in the United States, Germany, Belgium, Italy and Brazil, where we actively develop new products and production techniques to reduce weight, improve styling, reduce costs and maximize our ability to provide light weight products with advanced designs and finishes.

•  Cast Aluminum Wheels — We are a leading supplier of cast aluminum wheels sold to automotive original equipment manufacturers (“OEMs”) in North America and in Europe. We manufacture aluminum wheels with bright finishes such as GemTech^® machining, clads and premium paints. We utilize low-pressure and gravity casting technologies to manufacture our products.

•  Fabricated Wheels — We are the largest manufacturer of fabricated steel wheels in the North American and European markets. Our fabricated wheel products can be made in drop-center, bead seat attached and full-face designs, in a variety of finishes, including chrome and clads. We have developed a patented fabricated steel wheel that is both lighter than a standard steel wheel and significantly less expensive than an aluminum wheel, with similar styling capabilities to those of an aluminum wheel.

•  Commercial Highway Wheels — We are a leading supplier of wheels for commercial highway vehicles in North America, Europe, South America, and Asia. We manufacture steel truck and trailer wheels for sale to manufacturers of commercial highway vehicles in Europe, Asia and South America and disc wheels and demountable rims for sale to manufacturers of commercial highway vehicles in North America. We also manufacture special application wheels for military and other markets.

Powertrain Components.  We also design, manufacture and distribute aluminum and polymer powertrain components including engine intake manifolds, engine covers, water crossovers, water pump housings and ductile iron exhaust manifolds.

Our Industry

The automotive wheel market is a capital intensive market with relatively few major players, in part due to recent consolidation. Over the last few years, the market has seen growth in the global truck and aluminum wheel markets, while the passenger car market has seen a supply and demand balance with trends towards larger, more stylized wheels. Recent Asian market penetration has impacted the existing suppliers somewhat, though customer

1

bias still remains towards the North American and Western European suppliers. This preference is reinforced, especially in the steel wheel market, by the high cost of transport of steel wheels relative to their price. Logistics, specifically timing of deliveries to OEMs, play a large role in the overall manufacturing and supply process, and as a result plant location is crucial to profitability and strong relationships with customers. Some automotive manufacturers have retained a degree of in-house wheel capacity, but as with most other automotive components, production is currently being outsourced to a greater degree.

Market structure ranges from a concentrated market in the United States to a fragmented and open market in locations such as China and India. The wheel market follows the automotive market, which in turn follows macro-economic indicators including employment and GDP growth. Primary inputs are steel and aluminum. A typical lifespan for a steel wheel model is approximately six years, or the life of an average auto model. As steel wheels are generally covered by hubcaps, their lifespan is typically longer than aluminum, and they are more easily transferred between platforms. Aluminum wheel lifespans are approximately three years, as auto models often undergo “face-lifts” midway through their lifespans.

Our Competitive Strengths

We believe that the following competitive strengths are instrumental to our success:

Global Market Leader.  We are the industry’s recognized leader in producing automotive wheels, with global wheel sales of $2.1 billion in fiscal 2007. We manufacture both steel and aluminum wheels on a global basis, serving all markets and all major OEMs. With a global manufacturing footprint that allows OEMs to source locally in all major vehicle manufacturing regions, we believe we are well positioned to continue our market leadership and are largely unaffected by the high costs associated with transporting wheels. We believe we have leading market positions across all major wheels categories.

Low Cost Producer.  We supply our customers on a worldwide basis from facilities in North America, Europe, Asia, Latin America and South Africa. To help meet our customers’ demands for the highest quality, lowest cost product delivered globally, we have manufacturing facilities in the Czech Republic, Turkey, Brazil, Mexico, South Africa, Thailand and India. The ability to produce product at a lower cost, close to the customer, gives us an advantage over competitors without our global reach. We are in the process of expanding our low pressure aluminum wheel casting capabilities in Thailand and in the Czech Republic to serve customers in Europe and Asia. On February 20, 2006, we announced that our subsidiary in India, Kalyani Lemmerz Limited, had completed the expansion of its state-of-the-art commercial vehicle steel wheel facility and that Kalyani Lemmerz intends to build a new plant to produce passenger car steel wheels. We anticipate that most future capacity expansion will be in countries with low production costs.

Diversified Revenue Stream.  Our business is well diversified across customers, platforms, product offerings, and end markets. We supply almost every major automotive manufacturer in the world and enjoy long-standing relationships with many automotive OEMs such as BMW, Daimler, Chrysler, Ford, General Motors, Honda, Nissan/Renault, Toyota and Volkswagen. Although global sales to Ford, Chrysler and General Motors (the “Big Three”) accounted for approximately 33% of sales in fiscal 2007, sales to the Big Three in the United States represented only 15% of sales. We have been focusing on growing our business in North America with Asian “transplant” OEMs. Our sales to commercial highway vehicle OEMs offer further diversification.

2

The following charts illustrate our revenues for fiscal 2007 by region and by customer.

Fiscal year 2007 sales breakdown
By region	By customer

(1) Includes South Africa, India, Thailand, Czech Republic, Turkey, and Brazil.

We are further diversified by platforms within individual customers. All of our large customers have our wheels on several different platforms, with the result that no single platform represents a significant proportion of consolidated sales. The following table shows the largest platforms by sales for our wheels businesses.

Top Platforms

OEM	Nameplate	Region
Toyota	Hilux/Fortuner	South America/Asia
Honda	Civic	Europe/South America/North America
General Motors	Silverado	North America
Ford	Fusion	Europe/South America/North America
Fiat/General Motors	Corsa/Punto	Europe
Ford	Focus	Europe
Nissan	Megane/Espace	Asia
Volkswagen	Polo/Fabia	Europe
Ford	Crown Victoria	North America
General Motors	Astra/Zafira	Europe/South America/North America
Ford	Freelander	Europe
Volkswagen	Golf/Octavia	Europe
Peugeot/Citroen	Partner/Berlingo	Europe
Ford	Transit	Europe
Ford	F Series	North America

Global Technology Leader.  We are an industry leader in new product development. We have developed many new products to meet customer needs for lighter weight vehicles to improve fuel economy as well as ride and handling. In fiscal 2005, we launched with multiple OEMs in Europe and North America a fabricated steel wheel that is both lighter than a standard steel wheel and significantly less expensive than an aluminum wheel, with similar styling capabilities to those of an aluminum wheel. This wheel allows the use of styled covers and clads that achieve the styling benefits of aluminum at a lower price point, and it also allows restyling for use across multiple platforms or to easily refresh vehicle appearance without re-validation of wheel performance. In fiscal 2006, we unveiled our new CentruStyle^tm aluminum wheels for Class 7 and 8 tractors and highway trailers. Manufactured using a proprietary casting process, CentruStyle^tm offers OEM, fleet, and aftermarket customers creative and distinctive styling with numerous design possibilities for brand and vehicle differentiation in a highly competitive global market. We are increasingly focused on larger wheels that demand tighter manufacturing tolerances and know-how and are therefore relatively insulated from competition from start-ups in low cost countries.

Experienced Management Team.  We have an experienced management team with significant automotive and lean manufacturing experience at companies including AlliedSignal, ArvinMeritor, Ford, and Honeywell.

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Under this team’s leadership, we have significantly improved our operations and positioned the business for continued growth and ongoing financial strength. Our team is led by Curt Clawson, a veteran of American National Can and Arvin Industries, with over 16 years spent in the automotive industry.

Our Business Strategy

We believe we are well positioned for growth in sales and operating income through a strategy based on the following:

Invest in the Right Geography.  We believe that having the right geography, from both a customer mix and a manufacturing footprint perspective, is critical to long-term financial success. We are the only global manufacturer of both steel and aluminum wheels and continue to align ourselves with global customers repositioning themselves in more cost effective manufacturing locations across the world. Our leading market positions and low cost manufacturing footprint enables us to offer competitive solutions to our customers around the world.

Invest in the Right Customers.  We believe that customer diversification as well as platform diversification provides opportunities to “win with winners” as well as to lower the financial risk of being too dependent on one customer or one platform. We continue to reduce our exposure to Ford and General Motors in the United States, which accounted for only 31% of our global sales in fiscal 2007. A substantial majority of our business wins in fiscal 2007 were in our international businesses including Japanese, Korean and European customers. Having product content across a wide variety of platforms lowers the risk associated with changing end consumer preferences and provides a more stable revenue base.

Invest in the Right Products.  We believe that providing quality, technologically innovative products to our customers on a cost effective basis ensures customer satisfaction and provides growth opportunities. The fabricated steel wheel that we introduced in fiscal 2005 that is both lighter than a standard steel wheel and significantly less expensive than an aluminum wheel, with similar styling capabilities to those of an aluminum wheel, is a good example of an innovative product enjoying commercial success. We continue to rationalize our non-core businesses and narrow our product base in order to deliver the right products to our customers.

Aggressive Cost Reductions.  We believe that having the right cost structure is critically important in servicing our global OEMs and provides opportunities to grow and expand the business. Our shift to more cost effective manufacturing locations, combined with employee restructuring activities over the last several years, has enhanced our profitability. Our focus on operational excellence and productivity improvement allows us to be a low cost supplier to our customers.

Our principal executive offices are located at 15300 Centennial Drive, Northville, Michigan 48168, and our telephone number is (734) 737-5000.

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The Exchange Offer

On May 30, 2007, we issued and sold €130,000,000 principal amount of 8.25% Senior Notes due 2015 (the “Restricted Notes”), in an offering under Rule 144A and Regulation S of the Securities Act that was exempt from the registration requirements of the Securities Act. Simultaneously with this transaction, we entered into a registration rights agreement (as more fully described below) with the initial purchasers of the Restricted Notes (the “Registration Rights Agreement”) in which we agreed to deliver to you this prospectus and to consummate the Exchange Offer for the Restricted Notes. Below is a summary of the Exchange Offer. You should read the discussion under the headings “The Exchange Offer” and “Description of the Exchange Notes” for further information regarding the Exchange Notes to be issued in the Exchange Offer.

Restricted Notes	Up to €130,000,000 principal amount of 8.25% Senior Notes due 2015.
Exchange Notes	Up to €130,000,000 principal amount of 8.25% Senior Notes due 2015, which have been registered under the Securities Act.
	The form and terms of the Exchange Notes are substantially identical to those of the Restricted Notes, except that the Exchange Notes have been registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes.
Exchange Offer	We are offering to exchange up to €130,000,000 principal amount of the Exchange Notes for a like principal amount of the Restricted Notes to satisfy our obligations under the Registration Rights Agreement that was entered into when we issued and sold the Restricted Notes. Once the Exchange Offer is complete, you will no longer be entitled to any exchange or registration rights with respect to the Restricted Notes.
	In order to be exchanged, a Restricted Note must be properly tendered and accepted. All Restricted Notes that are validly tendered and not withdrawn will be exchanged. Restricted Notes may be exchanged only in denominations of €50,000 and integral multiples of €1,000 in excess of €50,000.

Expiration Date; Tenders The Exchange Offer will expire at 5:00 p.m., New York City time, on May 12, 2008, unless earlier terminated or extended by us in our sole discretion. We do not currently intend to extend the expiration date.

By signing or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:

• any Exchange Notes that you receive will be acquired in the ordinary course of your business;

• you have no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the Exchange Notes;

• if you are a broker-dealer that will receive Exchange Notes for your own account in exchange for Restricted Notes that were acquired as a result of market-making activities, you will deliver a prospectus, as required by law, in connection with any resale of the Exchange Notes; and

• you are not our “affiliate” as defined in Rule 405 under the Securities Act, or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

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Withdrawal of Tenders	A tender of Restricted Notes pursuant to the Exchange Offer may be withdrawn at any time prior to the expiration date. If we extend the Exchange Offer, you may withdraw your tendered Restricted Notes at any time prior to the expirations date, as so extended. Any Restricted Notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the Exchange Offer.
Conditions to the Exchange Offer	The Exchange Offer is subject to customary conditions, some of which we may waive. For more information, see “The Exchange Offer — Conditions to the Exchange Offer.”
Procedures for Tendering Restricted Notes	If you wish to tender your Restricted Notes in the Exchange Offer and the Restricted Notes are not held in global form, you must properly complete, sign and date the accompanying letter of transmittal, or a copy of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or the copy, together with the Restricted Notes and any other required documents, to the exchange agent at the address set forth on the cover of the letter of transmittal. If you hold Restricted Notes through Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream”) and wish to participate in the Exchange Offer, you must comply with the procedures of Euroclear or Clearstream, respectively, by which you will agree to be bound by the letter of transmittal. If the Restricted Notes are held in global form but you do not hold Restricted Notes through an account with Euroclear or Clearstream, you must arrange to have your Restricted Notes transferred to a Euroclear or Clearstream account. Once your Restricted Notes have been transferred to a Euroclear or Clearstream account, you may then submit the “blocking” instructions as described in “The Exchange Offer — Procedures for Tendering.”
Special Procedures for Beneficial Owners	If you are the beneficial owner of Restricted Notes that are registered in the name of your broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the Exchange Offer, you should promptly contact the person in whose name your Restricted Notes are registered and instruct that person to tender on your behalf. If you wish to tender in the Exchange Offer on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your Restricted Notes, either make appropriate arrangements to register ownership of the Restricted Notes in your name or obtain a properly completed bond power from the person in whose name the Restricted Notes are registered. See “The Exchange Offer — Procedures for Tendering.”
Effect on Holders of Restricted Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered Restricted Notes pursuant to the terms of, the Exchange Offer, we will have fulfilled a covenant contained in the Registration Rights Agreement and, accordingly, we will not be obligated to pay additional interest as described in the Registration Rights Agreement. If you are a holder of Restricted Notes and do not

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	tender your Restricted Notes in the Exchange Offer, you will continue to hold such Restricted Notes and you will be entitled to all the rights and limitations applicable to the Restricted Notes in the Indenture, except for any rights under the Registration Rights Agreement that by their terms terminate upon the consummation of the Exchange Offer. Under certain circumstances, certain holders of Restricted Notes (including certain holders who are not permitted to participate in the Exchange Offer or who do not receive freely tradeable Exchange Notes in the Exchange Offer) may require us to file and cause to become effective a shelf registration statement that would cover resales of Restricted Notes by these holders. See “The Exchange Offer — Consequences of Failure to Exchange Restricted Notes” and “Description of the Exchange Notes — Registration Rights Agreement.”
Resales	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the Exchange Notes issued pursuant to the Exchange Offer in exchange for the Restricted Notes may be offered for resale, resold and otherwise transferred by you (unless you are an “affiliate” within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you:
	• are acquiring the Exchange Notes in the ordinary course of business; and;
	• have not engaged in, do not intend to engage in, and have no arrangement or understanding with any person or entity, including any of our affiliates, to participate in a distribution of the Exchange Notes.
	In addition, each participating broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer in exchange for Restricted Notes that were acquired as a result of market-making or other trading activity must also acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. For more information, see “Plan of Distribution.”
	Any holder of Restricted Notes, including any broker-dealer, who
	• is our affiliate,
	• does not acquire the Exchange Notes in the ordinary course of its business, or
	• tenders in the Exchange Offer with the intention to participate, or for the purpose of participating, in a distribution of Exchange Notes;
	cannot rely on the position of the staff of the SEC expressed in Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted by Shearman & Sterling (available July 2, 1993), Morgan Stanley & Co., Incorporated (available June 5, 1991), or similar no-action letters and, in the absence of an exemption, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with the resale of the Exchange Notes.

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Consequences of Failure to Exchange the Restricted Notes	If you do not exchange your Restricted Notes in the Exchange Offer, your Restricted Notes will continue to be subject to the restrictions on transfer currently applicable to the Restricted Notes. In general, you may offer or sell your Restricted Notes only:
	• if they are registered under the Securities Act and applicable state securities laws;
	• if they are offered or sold in a transaction exempt from registration under the Securities Act and applicable state securities laws; or
	• if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.
Registration Rights	We entered into the Registration Rights Agreement with the initial purchasers of the Restricted Notes on May 30, 2007. The Registration Rights Agreement requires us to file the registration statement of which this prospectus forms a part (the “Registration Statement”) and contains customary provisions with respect to registration procedures, indemnity and contribution rights. In addition, the Registration Rights Agreement provides that, if the Registration Statement is not declared effective by the SEC by November 26, 2007, or if we do not consummate the Exchange Offer prior to December 26, 2007, we are required to pay additional interest at an initial rate of 0.25% per annum. The additional interest will increase by an additional 0.25% per annum with respect to each 90-day period until the Exchange Offer is consummated, up to a maximum of 1.00% per annum.
Use of Proceeds	We will not receive any proceeds from the Exchange Offer.
Accounting Treatment	We will not recognize any gain or loss for accounting purposes upon the consummation of the Exchange Offer. We will amortize the expense of the Exchange Offer over the term of the Exchange Notes in accordance with generally accepted accounting principles.
Exchange Agent	U.S. Bank National Association has been appointed Exchange Agent for the Exchange Offer. You can find the address and telephone number of the Exchange Agent below under the caption “The Exchange Offer — Exchange Agent.”
Certain U.S. Federal Income Tax Considerations	The exchange of Restricted Notes for Exchange Notes pursuant to the Exchange Offer will not be treated as a taxable event for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations.”
Luxembourg Taxation	The exchange of Restricted Notes for Exchange Notes pursuant to the Exchange Offer will not give rise to any income tax, value added tax, registration tax, stamp duty or any other tax in Luxembourg for a Non-Resident holder (as defined in “Luxembourg Taxation”) of Restricted Notes, provided that the holding of Restricted Notes is not effectively connected to a permanent establishment in Luxembourg through which the holder carries on a business or trade in Luxembourg. See “Luxembourg Taxation.”

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Summary Description of the Exchange Notes

The summary below describes the principal terms of the Exchange Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. You should carefully read the “Description of the Exchange Notes” section of this prospectus for a more detailed description of the terms and conditions of the Exchange Notes.

Issuer	Hayes Lemmerz Finance LLC — Luxembourg S.C.A. (the “Issuer”).
Securities Offered	Up to €130,000,000 principal amount of 8.25% Senior Notes due 2015.
Maturity	June 15, 2015.
Interest	8.25% per annum, payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2007. The Issuer will pay interest to those persons who were holders of record on the June 1 or December 1 immediately preceding each interest payment date. Interest has accrued from May 25, 2007.
Ranking	The Exchange Notes will be unsecured senior obligations of the Issuer, will rank pari passu to its existing and future senior indebtedness, and will be effectively subordinated to all of its secured debt to the extent of the value of the assets securing that debt. The guarantees by certain of our subsidiaries will rank pari passu with the existing and future senior debt of such subsidiaries that guarantee the Exchange Notes.

Guarantees Hayes and substantially all of its direct and indirect domestic subsidiaries on the issue date and certain of its foreign subsidiaries have unconditionally guaranteed the Exchange Notes on a joint and several basis.

Optional Redemption	The Issuer may redeem some or all of the Exchange Notes at any time prior to June 15, 2011, at a price equal to 100% of the principal amount of the Exchange Notes redeemed plus accrued and unpaid interest to the redemption date and a “make-whole premium,” as described in “Description of the Exchange Notes.” Thereafter the Issuer may redeem some or all of the Exchange Notes at the redemption prices listed in the “Description of the Exchange Notes” section under the heading “Optional Redemption,” plus accrued interest.
Optional Redemption after Equity Offerings	At any time (which may be more than once) before June 15, 2010, the Issuer can choose to redeem up to 35% of the outstanding Exchange Notes with money that Hayes raises in one or more equity offerings, as long as:
	• the Issuer pays 108.250% of the face amount of the Exchange Notes, plus interest;
	• the Issuer redeems the Exchange Notes within 75 days of completing the equity offering; and
	• at least 65% of the aggregate principal amount of Exchange Notes issued remains outstanding afterwards.
Change of Control Offer	If the Issuer, Hayes, or HLI Opco experiences a change in control, the Issuer must give holders of the Exchange Notes the opportunity to sell

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	it their Exchange Notes at 101% of their face amount, plus accrued interest.
	The Issuer might not be able to pay you the required price for Exchange Notes you present to it at the time of a change of control, because:
	• it might not have enough funds at that time; or
	• the terms of our senior debt may prevent it from paying.
Asset Sale Proceeds	If we or our subsidiaries engage in asset sales, we generally must either invest the net cash proceeds from such sales in our business within a period of time, prepay senior debt or cause the Issuer to make an offer to purchase a principal amount of the Exchange Notes equal to the excess net cash proceeds. The purchase price of the Exchange Notes will be 100% of their principal amount, plus accrued interest.
Certain Indenture Provisions	The indenture governing the Notes contains covenants limiting our (and most or all of our subsidiaries’) ability to:
	• incur additional debt or enter into sale and leaseback transactions;
	• pay dividends or distributions on our capital stock or repurchase our capital stock;
	• make certain investments;
	• create liens on our assets to secure debt;
	• enter into transactions with affiliates;
	• create limitations on the ability of its restricted subsidiaries to make dividends or distributions to it;
	• merge or consolidate with another company; and
	• transfer and sell assets.
	These covenants are subject to a number of important limitations and exceptions.
No Public Market	The Exchange Notes will be freely transferable but will be new securities for which there will not initially be a market. Accordingly, there is no assurance that a market for the Exchange Notes will develop or as to the liquidity of any market for the Exchange Notes.
Listing	The Issuer has applied to admit the Exchange Notes for listing on the Official List of the Luxembourg Stock Exchange and for trading on the Euro MTF Market.
Risk Factors	Investing in the Exchange Notes involves substantial risks. See “Risk Factors” for a description of certain of the risks you should consider before you tender Restricted Notes for Exchange Notes.

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Summary Financial Information

The following table sets forth summary historical consolidated financial information for the three fiscal years ended January 31, 2008, 2007, and 2006. We derived the income statement, balance sheet and other financial data for each of the fiscal years ended January 31, 2008, 2007, and 2006 from our audited consolidated financial statements. You should read this information in conjunction with “Selected Financial Data” and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed with the SEC on April 10, 2008.

	Year Ended January 31,
	2008			2007			2006
	(Dollars in millions, except per share amounts)
Income Statement Data:
Net sales	$	2,126.7		$	1,796.8		$	1,726.2
Depreciation and amortization		112.1			111.5			120.8
Asset impairments and other restructuring charges		85.5			32.8			23.1
Goodwill impairment		—			—			185.5
Interest expense, net		62.2			75.2			64.1
Income tax expense		29.9			40.2			5.4
Loss from continuing operations before cumulative effect of change in accounting principle		(181.8	)		(121.5	)		(276.4	)
(Loss) income from discontinued operations, net of tax of $0.6, ($1.1), and ($5.2), respectively		2.2			(43.0	)		(185.0	)
(Loss) gain on sale of discontinued operations, net of tax of $2.0, $0.0, and $3.8, respectively		(14.8	)		(2.4	)		3.9
Cumulative effect of change in accounting principle, net of tax		—			—			—
Net loss	$	(194.4	)	$	(166.9	)	$	(457.5	)
Equity/Shares Outstanding
Book value	$	2.00		$	2.65		$	4.82
Cash dividends		—		$	—		$	—
Loss per share		(2.41	)	$	(4.36	)	$	(12.06	)
Balance Sheet Data:
Total assets	$	1,805.9		$	1,691.2		$	1,799.2
Bank borrowings and current portion of long-term debt		37.7			33.5			40.5
Long-term debt		572.2			659.4			668.7
Stockholders’ equity		202.3			101.8			183.3
Other Financial Data:
Net cash provided by (used for):
Operating activities		107.7			70.7			(44.2	)
Investing activities		(100.1	)		(59.8	)		(72.0	)
Financing activities		15.5			(27.2	)		59.6
Capital expenditures		102.4			70.4			86.4
Ratio of earnings to fixed charges		(1.2	)		0.0			(2.9	)

Ratio of Earnings to Fixed Charges

Our ratio of earnings to fixed charges for the years ended January 31, 2008, 2007, and 2006 were (1.2), 0.0, and (2.9), respectively. See “Ratio of Earnings to Fixed Charges.”

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RISK FACTORS

An investment in the Exchange Notes involves a high degree of risk. You should carefully consider each of the risk factors described below and those in our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, which is incorporated herein by reference, before you decide to invest in the Exchange Notes. The risks and uncertainties described below and incorporated herein by reference are not the only ones facing us. Additional risks and uncertainties not presently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, and results of operations. If any of the possible events described below were to occur, our business, financial condition, and results of operations could be materially adversely affected, and we and the Issuer could be unable to pay interest or principal on the Exchange Notes when due, and you could lose all or part of your investment.

Risks Related to our Business

Cyclical demand in the automotive industry may adversely affect our business.

Most of our sales are to automotive original equipment manufacturers (OEMs). Therefore, our financial performance is subject to conditions in the automotive industry, which are cyclical and depend on conditions in the U.S. and global economies generally. A weakening of the U.S. and global economies or an increase in interest rates could reduce consumer spending and demand for automobiles and light trucks, leading to decreased production by our customers, which could hurt our sales and financial performance. Our sales are also impacted by our customers’ inventory levels and production schedules. Due to the present uncertainty in the economy, some of our customers have been reducing their forecasts for new vehicle production. Decreases in demand for new vehicles may have a significant negative impact on our business. Because we have high fixed production costs, relatively small declines in our customers’ production could significantly reduce our profitability.

We depend on a small number of significant customers.

We derived approximately 31% of our fiscal 2007 sales from direct sales to Ford and General Motors and their subsidiaries globally and 57% of our fiscal 2007 sales from sales to these OEMs in the United States. In addition, our five largest customers (Ford, General Motors, Renault/Nissan, Daimler and Toyota) and their subsidiaries accounted for approximately 56% of our global sales in fiscal 2007. We may not be able to maintain our current relationships with these customers or continue to supply them at current levels. Furthermore, Ford and General Motors have had declining market share in North America in recent years, resulting in reduced demand for their vehicles in this market. Our sales also depend on the particular vehicle platforms that include our products. If production of those vehicle platforms were to be decreased or discontinued, our sales would be reduced. The loss of a significant portion of sales to any of our significant customers could have a material adverse effect on our business. In addition, certain of our customers have filed for bankruptcy protection in the past and additional customers may file for bankruptcy protection in the future. This could result in adverse changes in these customers’ production levels, pricing, and payment terms and could limit our ability to collect receivables, which could harm our business or results of operations.

Our customers’ cost cutting efforts and purchasing practices may adversely impact our business.

Our customers are continually seeking to lower their costs of manufacturing. These cost reductions may include relocation of our customers’ operations to countries with lower production costs. Customers might find it less costly to manufacture themselves at relocated facilities or to rely on foreign suppliers with lower production costs, whether or not the customers’ production is relocated, either of which may have a significant negative impact on our business.

Changes in our customers’ purchasing policies or payment practices could also have an adverse effect on our business. For example, during fiscal 2004, two of our major customers discontinued early payment programs in which we participated, which negatively impacted our liquidity.

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We operate in the highly competitive automotive supply industry.

The automotive supply industry is highly competitive, both domestically and internationally, with a large number of suppliers competing to provide products to a relatively small number of OEMs. Competition is based primarily on price, quality, timely delivery, and overall customer service. Many of our competitors are larger and have greater financial and other resources than we do. Further consolidation in the industry may result in fewer, larger suppliers who benefit from purchasing and distribution economies of scale. We may not be able to compete successfully with these or other companies. In addition, there is a trend toward OEMs expanding their business relationships with a smaller number of “preferred” suppliers. If we are not designated a preferred supplier, we could lose sales to competitors that are preferred suppliers.

Furthermore, the rapidly evolving nature of the automotive industry may attract new entrants, particularly in low cost countries such as China. We may not be able to offer our products at prices competitive with those of competitors in low-cost countries and pricing pressure created by such competitors could reduce our sales and margins. These factors have led to a re-sourcing of certain future business to foreign competitors in the past and may continue to do so in the future. In addition, any of our competitors may develop superior products, produce similar products at a lower cost than us, or adapt more quickly to new technologies or evolving customer requirements. As a result, our products may not be able to compete successfully. A number of our competitors have been forced to seek bankruptcy protection partially as a result of highly competitive market conditions in our industry.

Increased cost of supplies and raw materials could affect our financial health.

Our business is subject to the risk of price increases and periodic delays in the delivery of raw materials and supplies. The availability and price of these commodities are subject to market forces largely beyond our control. Fluctuations in prices or availability of these raw materials or supplies will affect our profitability and could have a material adverse effect on our business, results of operations, or financial condition. In addition, if any of our suppliers seek bankruptcy relief or otherwise cannot continue their business as anticipated, the availability or price of raw materials could be adversely affected.

In recent periods there have been significant increases in the global prices of steel, aluminum, and natural gas, which have had and may continue to have an impact on our business. Continued increases in the price of steel, aluminum, natural gas, or other key materials and supplies may have a material adverse effect on our business, results of operations, or financial condition. Although we have been able to pass some of the supply and raw material cost increases onto our customers, competitive and marketing pressures may prevent us from doing so in the future. In addition, our customers are not contractually obligated to accept certain of these price increases. This inability to pass on price increases to our customers could adversely affect our operating margins and cash flow, and result in lower operating income and profitability.

Our results of operations could be adversely affected by the high price of gasoline.

The demand for our products depends, in large part, on the demand from the automotive industry we serve and on other economic metrics, such as gasoline prices, which influence industry demand. A prolonged increase in the market price of gasoline and other fuel products may result in less disposable income of consumers and lower spending by consumers on automobiles and automotive parts. This could result in a decreased demand for vehicles incorporating our products, which could negatively affect our results of operations. It is difficult to predict the precise long-term economic effects of high gasoline prices on the economy, the automotive industry generally, or our results of operations.

Unexpected equipment failures, delays in deliveries, or catastrophic loss at any of our manufacturing facilities could lead to production curtailments or shutdowns.

Equipment failure, interruption of supply, labor disputes, or other causes could significantly reduce production of our products, which would reduce our sales and earnings for the affected period. In addition, we generally produce our products on a “just in time” basis and do not hold large inventories. If production is interrupted at any of our manufacturing facilities, even if only temporarily or as a result of events that are beyond our control, delivery times could be severely affected. Any significant delay in deliveries to our customers could lead to returns or

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cancellations and cause us to lose future sales, as well as expose us to claims for damages. Our manufacturing facilities are also subject to the risk of catastrophic loss due to unanticipated events such as fires, explosions, or violent weather conditions. We have in the past and may in the future experience plant shutdowns or periods of reduced production as a result of equipment failure, power outages, delays in deliveries, or catastrophic loss, which could have a material adverse effect on our results of operations or financial condition.

We have significant international operations that subject us to risks not faced by domestic competitors.

Approximately 80% of our consolidated net sales in fiscal 2007 were from operations outside the United States. We expect sales from our international operations to continue to represent a substantial and growing portion of our business. Risks inherent in international operations include the following:

•  fluctuations in exchange rates between the operating currencies of our international operations relative to the U.S. dollar may adversely affect the value of our international assets and results of operations as reported in U.S. dollars, as well as the comparability of period-to-period results of operations;

•  agreements may be difficult to enforce and receivables difficult to collect through a foreign country’s legal system;

•  foreign customers may have longer payment cycles;

•  foreign countries may impose additional withholding taxes or otherwise tax our foreign income, impose tariffs or adopt other restrictions on foreign trade or investment, including foreign exchange controls;

•  foreign laws or regulations may restrict our ability to repatriate cash from foreign operations;

•  necessary export licenses or customs clearances may be difficult to obtain;

•  intellectual property rights may be more difficult to enforce in foreign countries;

•  political or economic conditions or exposure to local social unrest, including any resultant acts of war, terrorism or similar events in the countries in which we operate could have an adverse effect on our earnings from operations in those countries;

•  unexpected adverse changes in foreign laws or regulatory requirements may occur;

•  compliance with a variety of foreign laws and regulations may be difficult;

•  in certain countries we are subject to nationwide collective labor agreements that we did not negotiate;

•  labor laws in certain countries may make it more difficult or expensive to reduce our labor force in response to reduced demand; and

•  differing foreign tax structures may subject us to additional taxes or affect our ability to repatriate cash from our foreign subsidiaries.

Any of these factors could have a material adverse effect on our business, cash flows, financial condition, and results of operations.

We may not be able to successfully implement our planned operational improvements or realize the benefits of those plans already implemented.

As part of our ongoing focus on being a low-cost provider of high quality products, we continually analyze our business to further improve our operations and identify cost-cutting measures. If we do not identify and implement operational improvements or if implemented improvements do not generate the expected benefits, we may be unable to offer products at a competitive price and generate sufficient operating funds to service our debt or make necessary capital expenditures. If that were to happen, alternative sources of financing may not be available to us on commercially reasonable terms or at all.

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We may not be able to timely or successfully launch new products.

In order to effectively compete in the automotive supply industry, we must be able to launch new products to meet our customers’ demand. We may not be able to install and obtain customer approval of the equipment needed to produce products for new programs in time for the start of production. In addition, transitioning our manufacturing facilities and resources to full production under new product programs may impact production rates or other operational efficiency measures. Moreover, our customers may delay or cancel the launch of new product programs or actual production may be below planned quantities. Our failure to successfully launch new products, or a failure by our customers to successfully launch new programs in the quantities anticipated, could adversely affect our results.

Our success will depend on our ability to attract and retain qualified employees.

Our success depends in part on our ability to attract, hire, train, and retain qualified engineering, managerial, technical, sales, and marketing personnel. We face significant competition for these types of employees. As we implement measures to improve our cost structure, employee morale may suffer. We may be unsuccessful in attracting and retaining the personnel we require and key personnel may leave and compete against us. We may be unsuccessful in replacing key managers who either resign or retire. The loss of any member of our senior management team or other experienced, senior employees could impair our ability to execute our business plan and strategic initiatives, cause us to lose customers and reduce our sales, or lead to the loss of other key employees. In any such event, our financial condition, results of operations, and cash flows could be adversely affected.

We might fail to adequately protect our intellectual property or third parties might assert that our technologies infringe on their intellectual property.

We rely on a combination of patents, trade secrets, trademarks and copyrights to protect our intellectual property, but this protection might be inadequate. For example, our pending or future patent applications might not be approved or, if allowed, they might not be of sufficient strength or scope. Conversely, third parties might assert that our technologies infringe their proprietary rights. We are currently involved in litigation in which the plaintiff has asserted that we have infringed on its patents. This litigation, and possible future litigation, could result in substantial costs and diversion of our efforts and could adversely affect our business, whether or not we are ultimately successful. For more information on this litigation, see the section entitled “Item 3, Legal Proceedings” in our Annual Report on Form 10-K for the year ended January 31, 2008, filed with the SEC on April 10, 2008.

Our products may be rendered obsolete or less attractive by changes in regulatory requirements or competitive technologies.

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of our products obsolete or less attractive. Our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in our ability to remain competitive. Certain of our products may become obsolete and we may not be able to achieve the technological advances necessary for us to remain competitive. We are also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development, and failure of products to operate properly.

A high percentage of our customers’ employees and certain of our employees are unionized or covered by collective bargaining agreements.

Many employees of our major customers and certain of our employees are unionized. Certain of our employees in the United States are represented by the United Steel Workers Union, all of whom are employed at our facility in Akron, Ohio. Our current contract with the United Steel Workers Union expires in 2010, although we are required to discuss possible changes to retiree health care benefits during fiscal 2008. As is common in Mexico and many European jurisdictions, substantially all of our employees in Europe and Mexico are covered by country-wide collective bargaining agreements, which are subject to negotiations on an annual basis. Although we believe that our relations with our employees are good, a dispute between us and our employees could have a material adverse

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effect on our business. In addition, significant percentages of the workforces at certain of our major customers and their suppliers are unionized. Strikes or labor disputes at a major customer or one of their key suppliers could result in reduced production of vehicles incorporating our products. This would reduce demand for our products and could have a material adverse effect on our sales and results of operations during the affected periods.

We are subject to potential exposure to environmental liabilities.

We are subject to various foreign, federal, state, and local environmental laws, ordinances, and regulations, including those governing discharges into the air and water, the storage, handling and disposal of solid and hazardous wastes, the remediation of contaminated soil and groundwater, and the health and safety of our employees. We are also required to obtain permits from governmental authorities for certain operations. We may not be in complete compliance with these permits at all times. If we fail to comply with these permits, we could be fined or otherwise sanctioned by regulators and the fine or sanction could be material.

The nature of our operations and the history of industrial uses at some of our facilities expose us to the risk of environmental liabilities that could have a material adverse effect on our business. For example, we may be liable for the costs of removal or remediation of contamination that may be present on our property, even if we did not know about or cause the contamination and even if the practices that resulted in the contamination were legal when they occurred.

We may suffer future asset impairments and other restructuring charges, including write downs of goodwill or intangible assets.

We record asset impairment losses when we determine that our estimates of the future undiscounted cash flows from an operation will not be sufficient to recover the carrying value of that facility’s building, fixed assets, and production tooling. During fiscal 2007 we recorded total asset impairment losses, other restructuring charges, and facility exit costs of $85.5 million and we may incur significant similar losses and charges with respect to other facilities in the future.

In connection with our emergence from Chapter 11 and the application of fresh start accounting, we recorded significant increases in goodwill and intangible assets. At January 31, 2008 we had approximately $409.2 million in goodwill and other intangible assets recorded on our Consolidated Balance Sheets. We are required to evaluate annually whether our goodwill and other intangible assets have been impaired. Any future write-off of a significant portion of goodwill or intangible assets would have an adverse effect on our financial condition and results of operations.

We may be unable to maintain trade credit with our suppliers.

We currently maintain trade credit with certain of our key suppliers and utilize such credit to purchase significant amounts of raw material and other supplies with payment terms. As conditions in the automotive supply industry have become less favorable, key suppliers have been seeking to shorten trade credit terms or to require cash in advance for payment. If a significant number of our key suppliers were to shorten or eliminate our trade credit, our inability to finance large purchases of key supplies and raw materials would increase our costs and negatively impact our liquidity and cash flow.

The nature of our business exposes us to product liability, recall, and warranty claims and other legal proceedings.

We are subject to litigation in the ordinary course of our business. The risk of product liability, recall, and warranty claims are inherent in the design, manufacture, and sale of automotive products, the failure of which could result in property damage, personal injury, or death. Although we currently maintain what we believe to be suitable and adequate product liability insurance, we may not be able to maintain this insurance on acceptable terms and this insurance may not provide adequate protection against potential liabilities. In addition, we may be required to participate in a recall involving our products. Such a recall would not be covered by our insurance. Furthermore, our customers can initiate a recall of our products without our agreement and offset their costs of the recall against payments due to us for other products. A successful product liability claim in excess of available insurance coverage or a requirement to participate in a product recall could have a material adverse effect on our business. In addition,

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we are involved in other legal proceedings, which could adversely affect our cash flows, financial condition, or results of operations.

Our pension and other postretirement employee benefits expense could materially increase.

Certain of our current and former employees participate in defined benefit pension plans. The plans are currently underfunded. Declines in interest rates or the market values of the securities held by the plans, or certain other changes, could materially increase the amount by which the plans are underfunded, affect the level and timing of required contributions, and significantly increase our pension expenses and reduce profitability.

We also sponsor other postretirement employee benefit plans that cover certain current and former employees and eligible dependents. We fund these obligations on a pay-as-you-go basis. Increases in the expected cost of the benefits, particularly health care, in excess of our assumptions could increase our actuarially determined liability and related expense along with future cash outlays.

Risks Related to Our Capital Structure

We have substantial levels of debt and debt service that will divert a significant amount of cash from our business operations.

We have substantial levels of debt, including debt under our Second Amended and Restated Credit Agreement (the “New Credit Facility”), the Exchange Notes offered hereby, and other debt instruments. As of January 31, 2008, we have approximately $688.9 million of total indebtedness and approximately $160.2 million of cash and cash equivalents. In addition to the debt under our New Credit Facility and under the Notes, we may incur significant additional debt in the future. The degree to which we will be leveraged could have important consequences, including:

•  requiring a substantial portion of our cash flow from operations to be dedicated to debt service and therefore not available for our operations, capital expenditures, and future business opportunities;

•  increasing our vulnerability to a downturn in general economic conditions or in our business;

•  limiting our ability to adjust to changing market conditions, placing us at a competitive disadvantage compared to our competitors that have relatively less debt; and

•  limiting our ability to obtain additional financing or access additional funds under our New Credit Facility for capital expenditures, working capital, or general corporate purposes.

Restrictions and covenants in the indenture governing the Notes and the New Credit Facility limit our ability to take certain actions and may limit access to our revolving credit facility.

Our New Credit Facility, the indenture under which the Notes have been issued, and our other debt agreements contain a number of significant covenants that, among other things, restrict our ability, and the ability of our subsidiaries, to:

•  declare dividends or redeem or repurchase capital stock;

•  cancel, prepay, redeem, or repurchase debt;

•  incur liens and engage in sale-leaseback transactions;

•  make loans and investments;

•  incur indebtedness;

•  amend or otherwise alter certain debt documents;

•  engage in mergers, acquisitions, and asset sales;

•  enter into transactions with affiliates; and

•  alter the business we conduct.

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In addition, the New Credit Facility requires us to satisfy certain financial covenants, and we may become subject to additional or more restrictive covenants in connection with future borrowing. These covenants may prevent us from accessing any revolving credit line and may limit our liquidity. Our ability to comply with these covenants may be affected by events beyond our control. If we are unable to comply with the covenants under any of our debt instruments, there would be a default which could result in acceleration of our debt and potentially our bankruptcy. Additionally, a default resulting from our failure to comply with such covenants or the applicable borrowing conditions would preclude us from borrowing additional funds. Compliance with the covenants could cause us to conduct our business, or to forgo opportunities, in such a manner as to materially harm our business.

We may not generate sufficient cash flow to fund required capital expenditures, and for that and other reasons we may need additional financing in the future, which we may be unable to obtain.

Our business requires us to make significant capital expenditures to acquire equipment needed to produce products for new customer programs, maintain existing equipment, and implement technologies to reduce production costs in response to customer pricing pressure. We may not generate sufficient cash flow from operations to fund our capital expenditure requirements. In that event, we may need to obtain additional financing or take other steps to reduce expenses or generate cash. In addition, lower sales or unanticipated expenses could give rise to additional financing requirements. We may be unable to obtain financing on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be required to make significant reductions in expenses and capital expenditures, which could significantly restrict our operations and limit our ability to enhance our products, fund capital investments, respond to competitive pressures, or take advantage of business opportunities.

Our exposure to variable interest rates and foreign currency fluctuations may negatively affect our results.

A portion of our debt, including our borrowings under our New Credit Facility, bears interest at variable rates. Any increase in the interest rates will increase our expenses and reduce funds available for our operations and future business opportunities. Increases in interest rates will also increase the risks resulting from our significant debt levels.

Due to the increase in our operations outside the United States, we have experienced increased foreign currency exchange gains and losses in the ordinary course of our business. Fluctuations in exchange rates may have a material impact on our financial condition, since euro-denominated debt is converted into U.S. dollars for financial reporting, and cash flows generated in other currencies will be used, in part, to service the dollar-denominated portion of our debt. This fluctuation could result in an increase in our overall leverage and could result in less cash flow available for our operations, capital expenditures, and repayment of our obligations.

In addition, fluctuations in foreign currency exchange rates may affect the value of our foreign assets as reported in U.S. dollars and may adversely affect reported earnings and, accordingly, the comparability of period-to-period results of operations. Changes in currency exchange rates may affect the relative prices at which we and foreign competitors sell products in the same market. In addition, changes in the value of the relevant currencies may affect the cost of certain items required in our operations. Although we attempt to hedge against fluctuations in interest rates or exchange rates, such fluctuations may have a material adverse effect on our financial condition or results of operations, or cause significant fluctuations in quarterly and annual results.

Our credit rating may be downgraded in the future.

Our debt is rated by nationally recognized statistical rating organizations. Although certain of our debt ratings were recently upgraded, such ratings may be downgraded in the future. While these actions do not affect our current cost of borrowing, they could significantly reduce our access to the debt markets and increase the cost of incurring additional debt. There can be no assurance that we will be able to maintain our current credit ratings. Should we be unable to maintain our current credit ratings, we could experience an increase in our borrowing costs or difficulty accessing capital markets. Such a development could adversely affect our financial condition and results of operations.

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The Issuer is a holding company, and its ability to repay its debt depends in large part upon the performance of its subsidiaries and their ability to make distributions to the Issuer.

Substantially all of the Issuer’s operations are conducted by its subsidiaries and, therefore, the Issuer’s cash flow and its ability to service its debt, including its ability to pay the interest on and principal of the Exchange Notes when due, will be dependent upon cash dividends and distributions or other transfers from such subsidiaries. Any payment of dividends, distributions, loans or advances to the Issuer could be subject to restrictions on dividends or repatriation of earnings under applicable local law and monetary transfer restrictions in the jurisdictions in which its subsidiaries operate. In addition, payments to the Issuer are contingent upon such subsidiaries’ earnings.

The Issuer’s subsidiaries are separate and distinct legal entities, and those subsidiaries that have not guaranteed the Exchange Notes have no obligation, contingent or otherwise, to pay amounts due under the Exchange Notes or to make any funds available to pay those amounts, whether by dividend, distribution, loan or other payments.

Risks Relating to the Exchange Notes

The Issuer may be unable to repurchase the Exchange Notes upon a change of control.

In the event of a change of control of the Issuer, Hayes, or HLI Opco, the Issuer must offer to purchase any outstanding Exchange Notes (including any Exchange Notes exchanged for additional Restricted Notes issued following the date of this prospectus) at a purchase price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest, if any, to the date of purchase. See “Description of the Exchange Notes — Repurchase at the Option of Holders upon a Change of Control.” If the Issuer is required to make an offer to purchase the Exchange Notes upon the occurrence of a change of control, we cannot assure you that the Issuer would have sufficient funds available to purchase any Restricted Notes tendered, and it would likely be required to refinance the Exchange Notes. We cannot assure you that the Issuer would be able to accomplish such refinancing or borrowing of sufficient funds to fund the required repurchase or, if such refinancing or borrowing were to occur, that it would be accomplished on commercially reasonable terms. In addition, the occurrence of a change of control would constitute an event of default under our New Credit Facility, and the lenders under the New Credit Facility could require repayment of all outstanding borrowings under the New Credit Facility prior to any payment to holders of the Exchange Notes. We cannot assure you that we would have sufficient assets to repay amounts under the New Credit Facility or that the Issuer would have sufficient assets to make any change of control payment to the holders of the Exchange Notes.

The insolvency laws of Luxembourg may not be as favorable to holders of Exchange Notes as U.S. insolvency laws or those of another jurisdiction with which you may be familiar.

The Issuer is organized and has its center of main interests under the laws of the Grand Duchy of Luxembourg. Accordingly, insolvency proceedings with respect to the Issuer may proceed under, and be governed by, Luxembourg insolvency laws. The Luxembourg insolvency laws may not be as favorable to your interests as those of the United States or another jurisdiction with which you may be familiar. The following is a brief description of certain aspects of insolvency laws in Luxembourg. In the event that the Issuer or any subsidiary thereof experiences financial difficulty, it is not possible to predict with certainty the outcome of insolvency or similar proceedings.

Under Luxembourg insolvency law, the following types of proceedings (together referred to as insolvency proceedings) may be opened against its registered office or center of main interest in Luxembourg:

•  Bankruptcy proceedings (faillite), the opening of which may be requested by the relevant issuer or by any of its creditors. Following such a request, the courts having jurisdiction may open bankruptcy proceedings if the relevant Issuer: (i) is in default of payment (cessation des paiements); and (ii) has lost its commercial creditworthiness (ébranlement de crédit). If a court finds that these conditions are satisfied, it may also open bankruptcy proceedings, absent a request made by the relevant issuer or a creditor. The main effect of such proceedings is the suspension of all measures of enforcement against the relevant Issuer, except, subject to certain limited exceptions, for secured creditors and the payment of creditors in accordance with their rank upon the realization of assets.

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•  Controlled management proceedings (gestion contrôlée), the opening of which may only be requested by the relevant issuer and not by its creditors.

•  Composition proceedings (concordat préventif de faillite), which may be requested only by the relevant issuer (having received prior consent of a majority of its creditors) and not by its creditors. The court’s decision to admit a company to the composition proceedings triggers a provisional stay on enforcement of claims by creditors.

In addition to these proceedings, the ability of the holders of Exchange Notes to receive payment on the Exchange Notes may be affected by a decision of a court to grant a stay on payments (sursis de paiements) or to put the relevant issuer into judicial liquidation (liquidation judiciaire). Judicial liquidation proceedings may be opened at the request of the public prosecutor against companies pursuing an activity violating criminal laws or that are in serious violation of the commercial code or of the laws governing commercial companies dated August 10, 1915, as amended (the “Companies Act”). The management of such liquidation proceedings will generally follow similar rules as those applicable to bankruptcy proceedings.

Liabilities of the Issuer in respect of the Exchange Notes will, in the event of a liquidation of the Issuer following bankruptcy or judicial liquidation proceedings, rank after the cost of liquidation (including any debt incurred for the purpose of such liquidation) and those of the concerned Issuer’s debts that are entitled to priority under Luxembourg law. Preferential debts under Luxembourg law include, among others:

•  certain amounts owed to the Luxembourg Revenue;

•  value-added tax and other taxes and duties owed to the Luxembourg Customs and Excise;

•  social security contributions; and

•  remuneration owed to employees.

Assets over which a security interest has been granted will in principle not be available for distribution to unsecured creditors (except after enforcement and to the extent a surplus is realized).

During insolvency proceedings, all enforcement measures by unsecured creditors are suspended. The ability of secured creditors to enforce their security interest may also be limited in the event of controlled management proceedings automatically causing the rights of secured creditors to be frozen until a final decision has been taken by the court as to the petition for controlled management, and may be affected thereafter by a reorganization order given by the court. A reorganization order requires the prior approval by more than 50% of the creditors representing more than 50% of the Issuer’s liabilities in order to take effect.

Luxembourg insolvency law may also affect transactions entered into or payments made by the Issuer during the period before bankruptcy, the so-called “suspect period” (which is a maximum of six months preceding the judgment declaring bankruptcy), except that in certain specific situations the court may set the start of the suspect period at an earlier date, if the bankruptcy judgment was preceded by another insolvency bankruptcy judgment under Luxembourg law, the court may set the maximum up to six months prior to the filing for such controlled management. In particular:

•  pursuant to article 445 of the Luxembourg code of commerce, specified transactions (such as, in particular, the granting of a security interest for antecedent debts; the payment of debts which have not fallen due, whether payment is made in cash or by way of assignment, sale, set-off or by any other means; the payment of debts which have fallen due by any means other than in cash or by bill of exchange; the sale of assets without consideration or with substantially inadequate consideration) entered into during the suspect period (or the ten days preceding it) must be set aside or declared null and void, if so requested by the insolvency receiver;

•  pursuant to article 446 of the Luxembourg code of commerce payments made for matured debts as well as other transactions concluded for consideration during the suspect period are subject to cancellation by the court upon proceedings instituted by the insolvency receiver if they were concluded with the knowledge of the bankrupt’s cessation of payments; and

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•  pursuant to article 21 (2) of the Luxembourg act dated August 5, 2005, concerning financial collateral arrangements (the Collateral Act 2005), notwithstanding the suspect period as referred to in articles 445 and 446 of the Luxembourg code of commerce, where a financial collateral arrangement has been entered into after the opening of liquidation proceedings or the coming into force of reorganization measures or the entry into force of such measures, this agreement is valid and binding against third parties, administrators, insolvency receivers, liquidators and other similar organs if the collateral taker proves that it ignored the fact that such proceedings had been opened or that such measures had been taken or that it could not reasonably be aware of it.

In case of bankruptcy, article 448 of the Luxembourg code of commerce and article 1167 of the civil code (action paulienne) gives the insolvency receiver (acting on behalf of the creditors) the right to challenge any fraudulent payments and transactions, including the granting of security with an intent to defraud, made prior to the bankruptcy, without any time limit.

Investors may have difficulty enforcing judgments for U.S. securities law liabilities.

The Issuer is a partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg. As a result, it may not be possible for you to enforce in Luxembourg judgments obtained in U.S. courts predicated upon civil liability provisions of the U.S. federal or state securities laws. In addition, awards of punitive damages in actions brought in the United States or elsewhere may be unenforceable in Luxembourg.

The guarantees of the Exchange Notes granted by certain subsidiaries of Hayes could be challenged as a fraudulent transfer.

The obligations of our subsidiaries guaranteeing the Exchange Notes may be subject to review under applicable fraudulent conveyance statutes in the event of the bankruptcy or other financial difficulty of any such subsidiary. Under such laws in the United States, if a court in a lawsuit by an unpaid creditor or representative of creditors of any such person, such as a trustee in bankruptcy of any such person as debtor-in-possession, were to find that at the time such person incurred its obligations under its guarantee or pledged its assets, it: (i) received less than fair consideration or reasonably equivalent value therefor; and (ii) either, (a) was insolvent, (b) was rendered insolvent by such guarantee or pledge, (c) was engaged in a business or transaction for which its remaining unencumbered assets constituted unreasonably small capital, or (d) intended to incur or believed that it would incur debts beyond its ability to pay such debts as they matured, such court could void such obligations under its guarantee and direct the return of any amounts paid with respect thereto. Moreover, regardless of the factors identified in the foregoing clauses (i) and (ii), a court could take such action if it found that the guarantee was entered into or the security interest granted with actual intent to hinder, delay, or defraud creditors. The measure of insolvency for purposes of the foregoing will vary depending on the law of the jurisdiction being applied. Generally, however, an entity would be considered insolvent if the sum of its debts (including contingent or unliquidated debts) is greater than all of its property at a fair valuation or if the present fair salable value of its assets is less than the amount that would be required to pay its probable liability on its existing debts as they become absolute and matured.

Certain of the guarantors of the Exchange Notes are organized under the laws of the Czech Republic, Brazil, Germany, Mexico, the Netherlands, and Spain. The bankruptcy, insolvency, administrative, and other laws of the guarantors’ jurisdictions of organization may be materially different from, or in conflict with, each other and those of the United States, including with respect to the rights of creditors, payment priority of governmental and other creditors, ability to obtain post-petition interest, and duration of the proceedings. The application of these laws, or any conflict among them, could (i) call into question whether any particular jurisdiction’s law should apply, (ii) adversely affect your ability to enforce your rights under the Exchange Notes and the guarantees in these jurisdictions, and (iii) limit any amounts that you may receive in respect of the Exchange Notes.

The laws of certain of the jurisdictions in which such foreign subsidiary guarantors are organized may limit the ability of these subsidiaries to guarantee and secure the debt of a parent or sister company. These limitations arise under various provisions or principles of corporate law that include provisions requiring a subsidiary or sister guarantor to receive adequate corporate benefit from the financing, rules governing the preservation of share capital

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and thin capitalization, and fraudulent transfer principles. The guarantees of the Exchange Notes by certain guarantors organized in these foreign jurisdictions contain language limiting the amount of debt or the type of assets guaranteed so that applicable restrictions under local law may not be violated. Accordingly, if you were to enforce the guarantees of the subsidiary guarantors in these jurisdictions, your claims could be limited. Furthermore, although we believe that the guarantees of these subsidiary guarantors are enforceable (subject to restrictions under local law), there can be no assurance that a third party creditor would not challenge the enforceability of these guarantees and prevail in court. In addition, any judgment obtained against guarantors in some of these jurisdictions may be expressed in local currency at the exchange rate in effect at the time judgment is rendered or payment is made on such judgment.

You may face foreign exchange risks and tax consequences by investing in the euro-denominated Exchange Notes.

The Exchange Notes will be denominated and payable in euros. If you are a U.S. investor, an investment in the Exchange Notes will entail foreign exchange-related risks due to, among other factors, possible significant changes in the value of the euro relative to the U.S. dollar because of economic, political and other factors over which we have no control. Depreciation of the euro against the U.S. dollar could cause a decrease in the effective yield of the Exchange Notes below their stated coupon rates and could result in a loss to you on a U.S. dollar basis. Investing in the Exchange Notes by U.S. investors may also have important tax consequences. See “Certain U.S. Federal Income Tax Considerations.”

We cannot be sure that an active trading market will develop for the Exchange Notes.

There has not been an established trading market for the Exchange Notes. Although an application will be made to list the Exchange Notes on the Euro MTF Market of the Luxembourg Stock Exchange, we cannot assure you that the Exchange Notes will become or remain listed. Although no assurance can be made as to the liquidity of the Exchange Notes as a result of listing on the Euro MTF Market, failure to be approved for listing or the delisting of the Exchange Notes from the Euro MTF Market may have a material effect on a holder’s ability to resell Exchange Notes in the secondary market. In addition, we do not intend to apply for listing of the Exchange Notes on any other securities exchange or for quotation through The Nasdaq Stock Market.

The liquidity of any market for the Exchange Notes will depend upon a variety of factors, including the number of holders of the Exchange Notes, our performance, the market for similar securities, and the interest of securities dealers in making a market in the Exchange Notes. A liquid trading market may not develop for the Exchange Notes.

Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in the prices of securities similar to the Exchange Notes. The market, if any, for the Exchange Notes may experience similar disruptions and any such disruptions may adversely affect the prices at which you may sell your Exchange Notes.

The Exchange Notes will be held in book entry form, and therefore you must rely on the procedures of the relevant clearing systems to exercise any rights and remedies.

The Exchange Notes will be issued in global certificated form and will be held through Euroclear and Clearstream Banking. Interests in the global notes trade in book entry form only, and Exchange Notes in definitive registered form, or definitive registered Exchange Notes, will be issued in exchange for book entry interests only in very limited circumstances. Owners of book entry interests are not considered owners or holders of Exchange Notes. The common depositary, or its nominee, for Euroclear and Clearstream will be the sole registered holder of the global notes representing the Exchange Notes. Payments of principal, interest and other amounts owing on or in respect of the relevant global notes representing the Exchange Notes will be made to a paying agent, which will make payments to Euroclear and Clearstream. Thereafter, these payments will be credited to participants’ accounts that hold book entry interests in the global notes representing the Exchange Notes and credited by such participants to indirect participants. After payment to the common depositary for Euroclear and Clearstream, we will have no responsibility or liability for the payment of interest, principal or other amounts to the owners of book entry

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interests. Accordingly, if you own a book entry interest, you must rely on the procedures of Euroclear and Clearstream, and if you are not a participant in Euroclear and Clearstream, on the procedures of the participant through which you own your interest, to exercise any rights and obligations of a holder of Exchange Notes under the indenture governing the Exchange Notes.

Unlike the holders of the Exchange Notes themselves, owners of book entry interests do not have the direct right to act upon the Issuer’s solicitations for consents, requests for waivers, or other actions from holders of the Exchange Notes. Instead, if you own a book entry interest, you will be permitted to act only to the extent you have received appropriate proxies to do so from Euroclear and Clearstream. The procedures implemented for the granting of such proxies may not be sufficient to enable you to vote on a timely basis.

Similarly, upon the occurrence of an event of default under the indenture governing the Exchange Notes, unless and until definitive registered Exchange Notes are issued in respect of all book entry interests, if you own a book entry interest, you will be restricted to acting through Euroclear and Clearstream. The procedures to be implemented through Euroclear and Clearstream may not be adequate to ensure the timely exercise of rights under the Exchange Notes.

Claims of holders of the Exchange Notes will be effectively subordinated to claims of non-guarantor subsidiaries.

Hayes and substantially all of its direct and indirect domestic subsidiaries and certain of its foreign subsidiaries will guarantee the Exchange Notes. Holders of the Exchange Notes will be creditors of only the Issuer and the guarantors. In the case of subsidiaries that are not guarantors, all the existing and future liabilities of those subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the Exchange Notes. Subject to limitations in the New Credit Facility and the indenture governing the Exchange Notes, non-guarantor subsidiaries may borrow additional amounts in the future. In certain circumstances, non-guarantor subsidiaries may guarantee indebtedness of the Issuer as a guarantor but not guarantee the Exchange Notes. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their debt and their trade and other creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

As of January 31, 2008, the Exchange Notes were effectively subordinated to approximately $525.5 million of balance sheet liabilities of these non-guarantor subsidiaries. The non-guarantor subsidiaries generated approximately $861 million of net sales and approximately $184.4 million of operating income in the fiscal year ended January 31, 2008, and held approximately $907.8 million of total assets as of January 31, 2008. See “Description of the Exchange Notes — Ranking” for a description of the effective subordination of the Exchange Notes to the liabilities of the non-guarantor subsidiaries.

Your right to receive payments on the Exchange Notes will be effectively junior to those lenders who have a security interest in the Issuer’s assets.

The Issuer’s obligations under the Exchange Notes and the guarantors’ obligations under their guarantees of the Exchange Notes will be unsecured, but our obligations under the New Credit Facility and each guarantor’s obligations under their respective guarantees of the New Credit Facility are secured by a security interest in substantially all of the tangible and intangible assets (other than receivables sold in connection with the Company’s receivables facilities, or transferred to insurance subsidiaries) of Hayes’s domestic subsidiaries and of Hayes’s foreign subsidiaries that are guarantors of the New Credit Facility, and a portion of the stock of our foreign subsidiaries. If we are declared bankrupt or insolvent, or if we default under the New Credit Facility, the lenders could declare all the funds borrowed thereunder, together with accrued interest, immediately due and payable. If we were unable to repay such debt, the lenders could foreclose on the pledged assets to the exclusion of holders of the Exchange Notes, even if an event of default exists under the indenture governing the Exchange Notes. Furthermore, if the lenders foreclose and sell the pledged equity interests in any guarantor under the Exchange Notes, then that guarantor will be released from its guarantee of the Exchange Notes automatically and immediately upon such sale. In any such event, because the Exchange Notes will not be secured by any of the Issuer’s assets or the equity

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interests in guarantors, it is possible that there would be no assets remaining from which your claims could be satisfied or, if any assets remained, they might be insufficient to satisfy your claims fully.

As of January 31, 2008, the Issuer and the guarantors had approximately $382.1 million of secured debt. The indenture governing the Exchange Notes permits the incurrence of substantial additional debt by us and our restricted subsidiaries in the future, including secured indebtedness.

We may not be able to generate sufficient cash to service all our debt, including the Exchange Notes, and may be forced to take other actions to satisfy our obligations under our debt, which may not be successful.

Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business, and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, any premium, and interest on our debt. See the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed with the SEC on April 10, 2008.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital, or seek to restructure or refinance our indebtedness, including the Exchange Notes. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to sell material assets or operations to attempt to meet our debt service and other obligations. The New Credit Facility and the indenture under which the Exchange Notes will be issued restricts our ability to sell assets and use the proceeds from any such sales. We may not be able to consummate those sales or to obtain the proceeds that we could realize from them, and these proceeds may not be adequate to meet any debt service obligations then due. See “Description of Material Indebtedness” and “Description of the Exchange Notes.”

If we default on our obligations to pay our indebtedness, the Issuer may not be able to make payments on the Exchange Notes.

Any default under the agreements governing our indebtedness, including a default under our New Credit Facility that is not waived by the required lenders under the New Credit Facility, and the remedies sought by the holders of such indebtedness could preclude the Issuer from paying principal and interest on the Exchange Notes and substantially decrease the market value of the Exchange Notes. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants, in the instruments governing our indebtedness (including covenants in the credit agreement governing our New Credit Facility), we could be in default under the terms of the agreements governing such indebtedness, including our New Credit Facility. In the event of such default, the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest, the lenders under the credit agreement that governs our New Credit Facility could elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against our assets that are pledged as collateral to support our obligations under the credit agreement governing our New Credit Facility, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may in the future need to obtain waivers from the required lenders under our New Credit Facility to avoid being in default. If we breach our covenants under the credit agreement governing our New Credit Facility and seek a waiver, we may not be able to obtain a waiver from the required lenders thereunder. If this occurs, we would be in default under our credit agreement, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

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Risks Related to the Exchange Offer

You may have difficulty selling the Restricted Notes you do not exchange, since Restricted Notes will continue to have restrictions on transfer and cannot be sold without registration under securities laws or exemptions from registration.

If a large number of Restricted Notes are exchanged for Exchange Notes issued in the Exchange Offer, it may be difficult for holders of Restricted Notes that are not exchanged in the Exchange Offer to sell the Restricted Notes, since those Restricted Notes may not be offered or sold unless they are registered or there are exemptions from registration requirements under the Securities Act or state laws that apply to them. In addition, if there are only a small number of Restricted Notes outstanding, there may not be a liquid market in those Restricted Notes. There may be few investors that will purchase unregistered securities in which there is not a liquid market. See “The Exchange Offer — Consequences of Failure to Exchange Restricted Notes.”

In addition, if you do not tender your Restricted Notes or if we do not accept some Restricted Notes, those Restricted Notes will continue to be subject to the transfer and exchange provisions of the indenture governing the Notes and the existing transfer restrictions of the Restricted Notes that are described in the legend on such notes and in the offering memorandum relating to the Restricted Notes.

Late deliveries of Restricted Notes or any other failure to comply with the Exchange Offer procedures could prevent a holder from exchanging its Restricted Notes.

Holders are responsible for complying with all Exchange Offer procedures. The issuance of Exchange Notes in exchange for Restricted Notes will only occur upon completion of the procedures described in this prospectus under “The Exchange Offer.” Therefore, holders of Restricted Notes who wish to exchange them for Exchange Notes should allow sufficient time for timely completion of the exchange procedures. Neither we nor the Exchange Agent is obligated to extend the offer or notify you of any failure to follow the proper procedures.

If you do not exchange your Restricted Notes in the Exchange Offer, you will no longer be entitled to an increase in interest payments on Restricted Notes that the indenture provides for if we fail to complete the Exchange Offer.

Once the Exchange Offer has been completed, holders of outstanding Restricted Notes will not be entitled to any increase in the interest rate on their Restricted Notes that the indenture governing the Notes provides for if we fail to complete the Exchange Offer. Holders of Restricted Notes will not have any further rights to have their Restricted Notes registered, except in limited circumstances, once the Exchange Offer is completed.

If you exchange your Restricted Notes, you may not be able to resell the Exchange Notes you receive in the Exchange Offer without registering them and delivering a prospectus.

If you exchange your Restricted Notes in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes, you may be deemed to have received restricted securities and, if so, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.

Based on interpretations by the SEC in no-action letters, we believe, with respect to Exchange Notes issued in the Exchange Offer, that:

•  holders who are not “affiliates” of ours within the meaning of Rule 405 of the Securities Act,

•  holders who acquire their notes in the ordinary course of business, and

•  holders who do not engage in, intend to engage in, or have arrangements to participate in a distribution (within the meaning of the Securities Act) of the notes do not have to comply with the registration and prospectus delivery requirements of the Securities Act.

Holders described in the preceding sentence must represent to us that they meet these criteria. Holders that do not meet these criteria cannot rely on interpretations of the SEC in no-action letters and will have to register the

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Exchange Notes they receive in the Exchange Offer and deliver a prospectus for them. In addition, Holders that are broker-dealers may be deemed “underwriters” within the meaning of the Securities Act in connection with any resale of Exchange Notes acquired in the Exchange Offer. Holders that are broker-dealers must acknowledge that they acquired their Restricted Notes in market-making activities or other trading activities and must deliver a prospectus when they resell the Exchange Notes they acquire in the Exchange Offer in order not to be deemed underwriters. Our obligation to make this prospectus available to broker-dealers is limited. We cannot guarantee that a proper prospectus will be available to broker-dealers wishing to resell their Exchange Notes.

You should review the more detailed discussion in “The Exchange Offer — Procedures for Tendering” and “The Exchange Offer — Consequences of Failure to Exchange Restricted Notes”.

USE OF PROCEEDS

The Exchange Offer is intended to satisfy certain obligations under the Registration Rights Agreement. We will not receive any proceeds from the issuance of the Exchange Notes in the Exchange Offer. In consideration for issuing the Exchange Notes in the Exchange Offer, we will receive the Restricted Notes in like principal amount, the form and terms of which are substantially the same as the form and terms of the Exchange Notes (which replace the Restricted Notes and which represent the same indebtedness). The Restricted Notes surrendered in exchange for the Exchange Notes will be retired and canceled and cannot be reissued. Accordingly, the issuance of the Exchange Notes will not result in any increase or decrease in our indebtedness.

The net proceeds of the offering of the Restricted Notes were approximately $170 million at the then-current exchange rate, after deducting fees, commissions and expenses. These proceeds, together with the proceeds from our New Credit Facility, have been or will be used (i) to refinance the Company’s obligations under our old credit facility, (ii) to refinance in full the approximately $21.8 million mortgage on Hayes’s Northville, Michigan headquarters building, (iii) to pay related fees and expenses, (iv) to provide working capital, and (v) for other general corporate purposes.

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CAPITALIZATION

The following table describes our cash and cash equivalents and capitalization as of January 31, 2008. The information presented below should be read in conjunction with “Use of Proceeds” and “Description of Material Indebtedness” included elsewhere in this prospectus and with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed with the SEC on April 10, 2008.

	As of January 31,
	2008
	(Unaudited)
	(in millions)
Total cash and cash equivalents	$	160.2
Debt
Bank borrowings and other notes		32.9
Debt of foreign subsidiaries		3.3
Term loan maturing 2014		381.5
Restricted Notes		192.2
Total debt		609.9
Minority interest		70.5
Total stockholders’ equity		202.3
Total capitalization	$	882.7

The foregoing does not include our off balance sheet securitization programs.

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SELECTED CONSOLIDATED FINANCIAL INFORMATION

The following table sets forth our selected consolidated financial data for the last five fiscal years ended January 31, 2008. The information set forth below should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the notes thereto in our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed with the SEC on April 10, 2008, as well as other information that has been filed with the SEC. The historical results included below and elsewhere in this document may not be indicative of future performance.

	Successor(2)															Predecessor(2)
													Eight
	Year			Year			Year			Year			Months			Four
	Ended			Ended			Ended			Ended			Ended			Months
	January 31,			January 31,			January 31,			January 31,			January 31,			Ended May
	2008			2007			2006			2005			2004			31, 2003
	(Dollars in millions, except per share amounts)
Income Statement Data:
Net sales	$	2,126.7		$	1,796.8		$	1,726.2		$	1,552.7		$	921.1		$	449.3
Depreciation and amortization		112.1			111.5			120.8			124.0			74.1			30.9
Asset impairments and other restructuring charges		85.5			32.8			23.1			8.6			28.9			3.8
Goodwill impairment		—			—			185.5			—			—			—
Interest expense, net(1)		62.2			75.2			64.1			42.2			28.3			13.8
Reorganization items		—			—			—			—			—			45.0
Fresh start accounting adjustments		—			—			—			—			—			(63.1	)
Income tax expense		29.9			40.2			5.4			13.2			8.0			59.0
Loss from continuing operations before cumulative effect of change in accounting principle and extraordinary gain		(181.8	)		(121.5	)		(276.4	)		(38.0	)		(35.0	)		(34.9	)
Income (loss) from discontinued operations, net of tax of $0.6, ($1.1), ($5.2), $6.4, $3.0, and $1.3, respectively		2.2			(43.0	)		(185.0	)		(26.9	)		(11.5	)		1.2
(Loss) gain on sale of discontinued operations, net of tax of $2.0, $0.0 and $3.8, respectively		(14.8	)		(2.4	)		3.9			—			—			—
Cumulative effect of change in accounting principle, net of tax of $0.8		—			—			—			2.6			—			—
Extraordinary gain, net of tax of $0		—			—			—			—			—			1,076.7
Net (loss) income	$	(194.4	)	$	(166.9	)	$	(457.5	)	$	(62.3	)	$	(46.5	)	$	1,043.0
Balance sheet data:
Total assets	$	1,805.9		$	1,691.2		$	1,799.2		$	2,302.0		$	2,297.7
Bank borrowings and current portion of long-term debt		37.7			33.5			40.5			8.4			25.4
Long-term debt		572.2			659.4			668.7			630.9			752.4
Cash dividends paid		—			—			—			—			—
Stockholders’ equity		202.3			101.8			183.3			701.3			595.9

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	Successor(2)															Predecessor(2)
													Eight
	Year			Year			Year			Year			Months			Four
	Ended			Ended			Ended			Ended			Ended			Months
	January 31,			January 31,			January 31,			January 31,			January 31,			Ended May
	2008			2007			2006			2005			2004			31, 2003
	(Dollars in millions, except per share amounts)
Per Share Data:
Loss from continuing operations before cumulative effect of a change in accounting principle and extraordinary gain		(2.26	)		(3.17	)		(7.28	)		(1.01	)		(1.17	)
Net loss		(2.41	)		(4.36	)		(12.06	)		(1.66	)		(1.55	)
Average number of shares outstanding (in thousands)		80,533			38,307			37,942			37,600			30,000

(1)

For the four months ended May 31, 2003, interest expense, net, excludes approximately $38.7 million of interest expense that would have accrued during those periods with respect to certain long-term debt classified as liabilities subject to compromise.

(2)

The financial results for the years ended January 31, 2008, 2007, 2006, and 2005, and the eight months ended January 31, 2004 are presented as the “Successor” periods following the effective date of our emergence from bankruptcy on June 3, 2003. The pre-emergence financial results for the four months ended May 31, 2003, are presented as the “Predecessor” period. Comparative financial statements do not straddle such effective date because, in effect, the Successor Company represents a new entity.

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RATIO OF EARNINGS TO FIXED CHARGES

The following table sets forth our ratio of earnings to fixed charges on a historical basis for the periods indicated:

												Eight Months			Four Months
	Year Ended January 31,											Ended			Ended
	2008			2007			2006			2005		January 31, 2004			May 31, 2003
	(In millions, except ratios)
Earnings	$	(84.6	)	$	(0.4	)	$	(201.2	)	$	22.9	$	(14.3	)	$	46.5
Fixed Charges	$	68.8		$	79.6		$	69.9		$	44.5	$	33.4		$	20.8
Ratio of Earnings to Fixed Charges		(1.2	)		0.0			(2.9	)		0.5		(0.4	)		2.2
Deficiency	$	153.4		$	80.0		$	271.1		$	21.6	$	47.7		$	—

In computing the ratio of earnings to fixed charges: (1) earnings have been based on pre-tax earnings from continuing operations, plus fixed charges to amortization of capitalized interest, less capitalized interest, less minority interest and (2) fixed charges consist of interest expensed and capitalized, plus amortized premium discounts and capitalized expenses related to indebtedness, plus an estimate of interest within rental expenses.

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THE ISSUER

The Issuer was organized on May 24, 2007 as a partnership limited by shares (société en commandite par actions) under the laws of the Grand Duchy of Luxembourg, and is owned by its limited partner and holder of a majority of its ordinary shares, HLI Opco (99%), an indirect subsidiary of Hayes, and its sole general partner and its manager, Hayes Lemmerz Finance LLC (1%), a Delaware limited liability company and wholly owned subsidiary of HLI Opco. The deed of incorporation and articles of association of the Issuer will be published in the Mémorial C, Recueil des Sociétés et Associations of the Grand Duchy of Luxembourg. As of the date of this prospectus, the Issuer has approximately €405 million of indebtedness outstanding, including €275 under the New Credit Facility and €130 under the Notes.

The diagram below illustrates, in simplified form, our corporate structure and the Issuer’s position within our structure.

(1)	Borrower under $125 million Revolving Credit Facility.
(2)	Borrower under $370 million European Term Loan.
(3)	Issuer of €130 million Senior Notes due 2015.

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MANAGEMENT

Information with respect to Hayes’ directors and executive officers, as of the date hereof, is set forth below:

Name	Age		Position
Curtis J. Clawson		48	President, Chief Executive Officer, and Chairman of the Board (Class I Director)
William H. Cunningham		64	Class II Director
Cynthia L. Feldmann		55	Class III Director
George T. Haymaker, Jr.		70	Lead Director (Class I Director)
Mohsen Sohi		49	Class II Director
Henry D. G. Wallace		62	Class III Director
Richard F. Wallman		56	Class III Director
Fred Bentley		42	Chief Operating Officer; President, Global Wheel Group
Patrick C. Cauley		48	Vice President, General Counsel and Secretary
John A. Salvette		52	Vice President, Business Development
James A. Yost		59	Executive Vice President and Chief Financial Officer

Hayes’ Board of Directors consists of seven members divided into three classes — Class I, Class II and Class III — with members of each class serving staggered three-year terms. One class of directors is elected by the stockholders at each annual meeting to serve a three-year term and until their successors are duly elected and qualified. The Class I Directors, Messrs. Clawson and Haymaker, were elected at the 2007 annual meeting; the Class II Directors will be elected at the 2008 annual meeting; and the Class III Directors will be elected at the 2009 annual meeting. All executive officers are chosen by the board of directors and serve at its pleasure. There are no family relationships among any of the directors or executive officers, and there is no arrangement or understanding between any of the directors or executive officers and any other person pursuant to which he was selected as a director or officer. Unless otherwise indicated, each director and officer is a citizen of the United States and the business address of each individual is: 15300 Centennial Drive, Northville, Michigan 48168.

Set forth below is a brief description of the business experience of each of the directors and executive officers of Hayes and the Issuer.

Curtis J. Clawson serves as Hayes’ President, Chief Executive Officer and Chairman of the Board and has held such positions since August 2001 (President and Chief Executive Officer) and September 2001 (Chairman). From 1999 to July 2000, Mr. Clawson was President and Chief Operating Officer of American National Can. Mr. Clawson has 16 years of experience in the automotive industry. He began his career in automotive-related businesses at Arvin Industries where he spent 9 years, from 1986 to 1995, including a position as General Manager of the business unit that supplied Arvin exhaust products, tenures in sales and marketing and tenures in production and plant management. From 1995 until the time that he joined American National Can, Mr. Clawson worked for AlliedSignal, Inc. as President of AlliedSignal’s Filters (Fram) and Spark Plugs (Autolite) Group, a $500 million automotive components business, and then as President of AlliedSignal’s Laminate Systems Group. Mr. Clawson earned his Bachelor of Science and Bachelor of Arts degrees from Purdue University and a Master of Business Administration from Harvard Business School. He is fluent in Portuguese, Spanish and French.

William H. Cunningham has been a Professor of Marketing at the University of Texas at Austin since 1979. Dr. Cunningham has occupied the James L. Bayless Chair for Free Enterprise at the University of Texas since 1985. Dr. Cunningham was the Dean of the University of Texas’ College of Business Administration/Graduate School of Business from 1982 to 1985, and President of the University of Texas at Austin from 1985 to 1992. Dr. Cunningham was also the Chancellor (chief executive officer) of the University of Texas System from 1992 to 2000. Dr. Cunningham is a director of the following publicly-traded companies: Lincoln National Corporation, an insurance company, Southwest Airlines, a national air carrier, Introgen Therapeutics, a gene therapy company, and Hicks Acquisition Company I, Inc., a “blank check” company formed to acquire one or more additional companies.

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He is also a member of the boards of John Hancock Mutual Funds and John Hancock Mutual Funds III. Dr. Cunningham received a Ph.D., a Master of Business Administration and a Bachelor of Business Administration from Michigan State University.

Cynthia L. Feldmann has served as President and Founder of Jetty Lane Associates, a consulting firm, since December 2005. Previously, Ms. Feldmann served as the Life Sciences Business Development Officer for the Boston law firm Palmer & Dodge, LLP from November 2003 to September 2005 and was with the global accounting firm, KPMG, LLP, from July 1994 to September 2002, holding various leadership roles in the firm’s Medical Technology and Health Care & Life Sciences industry groups, including Partner, Northeast Regional Relationships. Ms. Feldmann also spent 19 years with the accounting firm Coopers & Lybrand (now PricewaterhouseCoopers), ultimately as National Partner-in-Charge of their Life Sciences practice. Ms. Feldmann earned a Bachelor of Science degree in accounting from Boston College and is a Certified Public Accountant. Ms. Feldmann is a director of STERIS Corporation, a developer of products and services to prevent infection and contamination, and Hanger Orthopedic Group, Inc., a provider of orthotic and prosthetic patient care services.

George T. Haymaker, Jr. serves as Hayes’ Lead Director. Mr. Haymaker served as non-executive Chairman of the Board of Kaiser Aluminum Corporation from October 2001 through June 2006. Mr. Haymaker served as Chairman of the Board and Chief Executive Officer of Kaiser Aluminum Corporation from January 1994 until January 2000, and as non-executive Chairman of the Board of Kaiser Aluminum Corporation from January 2000 through May 2001. From May 1993 to December 1993, Mr. Haymaker served as President and Chief Operating Officer of Kaiser Aluminum Corporation. Mr. Haymaker is a director of Pool Corporation, a distributor of swimming pool products. Mr. Haymaker received his Bachelor of Science degree in metallurgy and Master of Science degree in Industrial Management from the Massachusetts Institute of Technology and a Master of Business Administration from the University of Southern California.

Mohsen Sohi is the President and CEO of Freudenberg-NOK. Prior to joining Freudenberg, Mr. Sohi was employed by NCR Corporation from 2001 until 2003. Mr. Sohi’s last position with NCR was as the Senior Vice President, Retail Solutions Division. Before serving NCR in this position, Mr. Sohi spent more than 14 years at AlliedSignal, Inc. and its post-merger successor, Honeywell International Inc. From July 2000 to January 2001, he served as President, Honeywell Electronic Materials. From August 1999 to July 2000, Mr. Sohi was President, Commercial Vehicle Systems, at AlliedSignal. Prior to that, from 1997 to August 1999, he was Vice President and General Manager, Turbocharging Systems, and from 1995 to 1997, he was Director of Product Development and Technical Excellence at AlliedSignal. Mr. Sohi is a director of STERIS Corporation, a developer of products and services to prevent infection and contamination, and Harris Stratex Networks, Inc., a supplier of wireless communications solutions. Mr. Sohi received his Bachelor of Science degree in Mechanical and Aerospace Engineering from the University of Missouri, a Doctor of Science degree in Mechanical Engineering from Washington University and a Master of Business Administration from the University of Pennsylvania’s Wharton School of Business.

Henry D. G. Wallace was employed by Ford Motor Company from 1971 until his retirement in 2001. Mr. Wallace’s last position with Ford was as the Group Vice President, Mazda & Asia Pacific Operations. Before serving Ford in this capacity, Mr. Wallace occupied a number of different positions, including Group Vice President and Chief Financial Officer; Vice President, European Strategic Planning and Chief Financial Officer, Ford of Europe, Inc.; President and Chief Executive Officer, Mazda Motor Corporation; and President, Ford Venezuela. Mr. Wallace is a director of Diebold, Inc., a provider of ATM, security and electronic voting systems, Ambac Financial Group, Inc., a financial services company and Lear Corporation, an automotive components supplier. Mr. Wallace received a Bachelor of Arts degree in Economics from the University of Leicester.

Richard F. Wallman was employed by Honeywell International, Inc. from 1999 until his retirement in 2003. Mr. Wallman’s last position with Honeywell was as Senior Vice President and Chief Financial Officer. From 1995 to 1999, Mr. Wallman held the same position at AlliedSignal, Inc., until its merger with Honeywell. Before joining AlliedSignal, Mr. Wallman occupied a number of different positions with IBM Corporation, Chrysler Corporation and Ford Motor Company. Mr. Wallman is a director of Ariba, Inc., a software company, Convergys Corporation, a relationship management company, Lear Corporation, an automotive components supplier, and Roper Industries,

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Inc., a diversified supplier of industrial products. Mr. Wallman received his Bachelor of Science degree in Electrical Engineering from Vanderbilt and a Master of Business Administration from the University of Chicago.

Fred Bentley, Chief Operating Officer and President, Global Wheels Group, has held the position of Chief Operating Officer since July 2007 and has held the position of President, Global Wheel Group since January 2006, when the group was formed by combining the Company’s North American and International Wheel Groups. Mr. Bentley joined the Company in October of 2001 as President of the Commercial Highway and Aftermarket business and was appointed President of the International Wheel Group in June 2003. He is a Six Sigma Black Belt, has a solid background of operations strategy, lean manufacturing, leadership of global businesses and business repositioning. Prior to joining the Company, he was Managing Director for Honeywell’s Holts European and South Africa automotive operations. In addition, while at Honeywell, Mr. Bentley also served as Heavy Duty Filter (Fram) General Manager and Plant Manager for operations in Greenville, Ohio and Clearfield, Utah. Before joining Honeywell in 1995, Mr. Bentley worked in various capacities at Frito Lay, Inc. (PepsiCo) for a total of eight years. Mr. Bentley earned his Bachelor of Science degree in Industrial Engineering from the University of Cincinnati, Ohio, and a Master of Business Administration from the University of Phoenix. He also attended the Harvard Business School Advanced Management Program.

Patrick C. Cauley, Vice President, General Counsel and Secretary, has held this position since January 2004. He previously served as Interim General Counsel and before that as Assistant General Counsel. Prior to joining the Company in 1999, Mr. Cauley was a partner at the Detroit based law firm of Bodman LLP, where he engaged in all aspects of corporate practice, including mergers and acquisitions, commercial lending and financing, tax and real estate transactions. Mr. Cauley earned his Bachelor of Science degree in Business Administration, with a major in Accounting and his Juris Doctor degree from the University of Michigan. Mr. Cauley is also a Certified Public Accountant.

John A. Salvette, Vice President, Business Development, has held this position since August 2001. After serving in various financial positions with Rockwell International’s Automotive Operations and serving as Vice President and Chief Financial Officer of Stahl Manufacturing, an automotive supplier in Redford, Michigan, Mr. Salvette joined Kelsey-Hayes in 1990 as Controller for the North American Aluminum Wheel Business Unit. From May 1993 to January 1995, Mr. Salvette served as Director of Investor Relations and Business Planning and, from February 1995 to June 1997, as Corporate Treasurer to the Company. From July 1997 to January 1999, Mr. Salvette was Group Vice President of Finance of Hayes Lemmerz Europe. Following the acquisition of CMI International in February 1999, Mr. Salvette was appointed Vice President of Finance, Cast Components Group. Mr. Salvette received a Bachelor of Arts degree in Economics from the University of Michigan in 1977 and a Master of Business Administration from the University of Chicago in 1979.

James A. Yost, Executive Vice President and Chief Financial Officer, has held this position since August 2007. Prior to that, he served as Vice President, Finance and Chief Financial Officer since he joined Hayes in July 2002. Mr. Yost retired from Ford Motor Company in 2001, where he most recently served as Vice President of Corporate Strategy. He also held positions as Vice President and Chief Information Officer, Executive Director of Corporate Finance, General Auditor and Executive Director of Finance Process and Systems Development, Finance Director of Ford Europe and Controller of Autolatina (South America) during his 27-year career. Mr. Yost graduated with a Bachelor of Engineering Science degree in Computer Science from the Johns Hopkins University in Baltimore, Maryland. He also received a Master of Business Administration in Finance from the University of Chicago.

The members of the supervisory board of the Issuer are Patrick Cauley, Eric Moraw, and Christophe Gammal. Set forth below is a brief description of the business experience of each of the members of the Issuer’s supervisory board, other than Mr. Cauley, for whom a description is set forth above.

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Eric Moraw, age 41, has served as a member of the supervisory board of the Issuer since November 2007. Mr. Moraw has served as Corporate Treasurer of Hayes since October 2007. In this position, Mr. Moraw is responsible for global financing, bank relations, treasury operations, interest rate and currency management, and investor relations. Mr. Moraw joined Hayes in January 2002 as Business Unit Controller of the Commercial Highway and Aftermarket business and was appointed Vice President of Planning for the Global Wheel Group in March 2004. Prior to joining Hayes, Mr. Moraw worked for Honeywell International (formerly Allied Signal). During his 12 years at Honeywell, Mr. Moraw held various financial roles of increasing responsibility, with his last position as Supply Chain Controller for the Consumer Products Group. Mr. Moraw holds a Masters of Business Administration degree and a Bachelor of Business Administration degree in Finance from Bowling Green State University.

Christophe Gammal, age 40, has served as a member of the supervisory board of the Issuer since it was formed in 2007. Mr. Gammal joined Halsey Group S.à.r.l. in 1997, where he has served as a member of the Executive Committee since 2000 and as a manager since 2006. Before he joined Halsey Group S.à.r.l., Mr. Gammal served in various positions with FLG Metallurgie GmbH (VIAG Group) in Düsseldorf, Germany and with Hypobank International S.A. in Luxembourg in the internal audit and deposit departments. Mr. Gammal graduated from the European School in Luxembourg in 1987. From 1991 to 1996 Mr. Gammal pursued business administration studies at the University of Regensburg, with specialization in investment, banking, and finance, as well as operation research. In 1998 Mr. Gammal studied commercial law in Luxembourg.

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DESCRIPTION OF MATERIAL INDEBTEDNESS

The following is a summary of the terms and conditions of our principal financing arrangements other than our obligations with respect to the Notes. As summaries, these descriptions are necessarily incomplete and do not purport to describe all of the applicable terms and conditions of such arrangements that are available in our documents filed with the SEC pursuant to the Exchange Act. For the terms and conditions of the Exchange Notes, see the section in this prospectus entitled “Description of the Exchange Notes.”

New Credit Facility

On May 30, 2007, HLI Opco, the Issuer, and Hayes entered into a certain second amended and restated credit agreement (the “New Credit Facility”) with, among others, Citicorp North America, Inc., as Administrative Agent and Documentation Agent, and Deutsche Bank Securities Inc., as Syndication Agent, to obtain senior secured credit facilities in the aggregate amount of $495 million. The New Credit Facility consists of (i) a seven-year amortizing term loan in euros in a principal amount of €260 million (the “Term Loan Facility”) to HLI Opco and (ii) a six-year revolving credit facility in U.S. dollars or euros in a principal amount of $125 million (the “Revolving Credit Facility”) to the Issuer and HLI Opco (together with the Issuer, the “Borrowers”), provided that, with respect to the Revolving Credit Facility, loans made thereunder in euros shall in no event exceed the U.S. dollar equivalent of $50 million. Up to $35 million of the Revolving Credit Facility is available for the issuance of letters of credit for the account of the Borrowers. Letters of Credit have a maximum initial term of one year and are annually renewable. Up to €15 million of the Term Loan Facility is available as a synthetic letter of credit facility to the Borrowers.

Proceeds from the New Credit Facility have been or will be used by us (i) to refinance our existing debt, including our obligations under our old credit facility; (ii) to pay related fees and expenses; (iii) to provide working capital; and (iv) for other general corporate purposes.

The following is a summary description of the principal terms and conditions of the New Credit Facility. The description is not intended to be exhaustive and is qualified in its entirety by reference to the provisions of the definitive agreement.

Maturity

The Term Loan Facility was made available to the Issuer in a single drawing on May 30, 2007 (the “New Credit Facility Closing Date”), repayable in quarterly installments equal to 0.25% of the principal amount outstanding on the New Credit Facility Closing Date, with the remaining balance payable on a date that is seven years from the New Credit Facility Closing Date. The Revolving Credit Facility will be available until a date that is six years from the New Credit Facility Closing Date, on which date all loans outstanding under the Revolving Credit Facility will become due and payable.

Prepayments; Reductions of Commitments

Subject to certain exceptions, mandatory prepayments under the New Credit Facility are required from (i) 100% of the net cash proceeds arising from certain asset sales and property loss events and (ii) up to 75% (depending on leverage ratio level) of net cash proceeds arising from excess cash flow.

These amounts are expected to be applied first to remaining installments of the Term Loan Facility in the order specified by the Borrowers, then to reduce Revolving Credit Facility commitments. No mandatory prepayment is required under the New Credit Facility from any cash proceeds arising from an equity issuance.

The Issuer may, upon three business days’ notice, prepay the Term Loan Facility, in full or in part, without premium or penalty (other than any applicable breakage costs), provided that each such partial prepayment is in an amount of €5 million or a multiple of €1 million in excess of €5 million. Such prepayments will be applied to the remaining installments of the Term Loan Facility in the order specified by the Borrowers.

The Borrowers may repay the Revolving Credit Facility at any time without premium or penalty (other than any applicable breakage costs) and may reduce Revolving Credit Facility commitments upon at least three business days’ notice, provided that each such reduction is in an amount of $5 million or a multiple of $1 million in excess of $5 million and any mandatory prepayment resulting from such reduction has been made.

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Interest

The interest rates per annum under the New Credit Facility are, at the applicable Borrower’s option: (A) for the Term Loan Facility, (i) until the first date after October 31, 2007, on which our leverage ratio is equal to or less than 2.50 to 1.0, the EURIBOR rate plus 2.75% per annum, and (ii) thereafter, the EURIBOR rate plus 2.50% per annum; and (B) for the Revolving Credit Facility, either (i) the LIBOR rate or the EURIBOR rate, in each case plus 2.75% per annum or (ii) the alternate base rate plus 2.00% per annum.

Collateral and Guarantees

The obligations of HLI Opco and the Issuer under the New Credit Facility are guaranteed by Hayes and substantially all of its direct and indirect domestic subsidiaries. In addition, the obligations of the Issuer under the New Credit Facility are guaranteed, subject to certain exceptions, by certain of its foreign subsidiaries.

The obligations of HLI Opco and the Issuer under the New Credit Facility and the domestic guarantors’ obligations under their respective guarantees of the New Credit Facility are, subject to certain exceptions, secured by:

•  a first priority perfected pledge of substantially all of the intercompany notes owned by HLI Opco and the domestic guarantors and capital stock owned by HLI Opco and the domestic guarantors, but not more than 65% of the capital stock of the Issuer or any foreign subsidiary of a U.S. parent shall serve as security for the obligations of HLI Opco or the domestic guarantors under the Revolving Credit Facility; and

•  a first priority perfected security interest in substantially all of the other assets owned by HLI Opco and the domestic guarantors.

The obligations of the Issuer under the New Credit Facility and the foreign guarantors’ obligations under their respective guarantees of the New Credit Facility are, subject to certain exceptions, secured by:

•  a first priority perfected pledge of substantially all of the intercompany notes owned by the Issuer and the foreign guarantors and capital stock owned by the Issuer and the foreign guarantors; and

•  a first priority perfected security interest in substantially all of the other assets owned by the Issuer and the foreign guarantors.

All foreign guarantees and collateral will be subject to applicable restrictions on cross-stream and upstream guarantees and other legal restrictions, including financial assistance rules, thin capitalization rules and corporate benefit rules.

Covenants

The New Credit Facility contains negative covenants restricting our ability and the ability of our subsidiaries to, among other actions:

•  declare dividends or repay or repurchase capital stock;

•  cancel, prepay, redeem or repurchase debt;

•  incur liens and engage in sale-leaseback transactions;

•  make loans and investments;

•  incur indebtedness;

•  amend or otherwise alter certain debt documents;

•  engage in mergers, acquisitions and asset sales;

•  engage in transactions with affiliates; and

•  alter our respective businesses.

The negative covenants contained in the New Credit Facility permit the following:

•  junior liens securing $100 million in additional indebtedness permitted by the debt covenant; and

•  up to $100 million in the aggregate for asset sales of the Borrowers’ non-wheel businesses.

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The New Credit Facility also contains customary affirmative and financial covenants, including, without limitation:

•  an affirmative covenant to indemnify the arrangers, the administrative agent, the lenders and their respective affiliates and agents; and

•  financial covenants regarding a maximum total leverage ratio, a minimum interest coverage ratio and a maximum capital expenditures amount. There is no financial covenant regarding minimum fixed charged coverage ratio under the New Credit Facility.

Events of Default

The New Credit Facility contains events of default, including, without limitation, the following:

•  failure to pay principal and interest when due;

•  material inaccuracy of any representation or warranty;

•  failure to comply with any covenant;

•  cross-defaults;

•  failure to satisfy or stay execution of judgments in excess of specified amounts;

•  bankruptcy or insolvency;

•  the existence of certain materially adverse employee benefit liabilities in excess of a certain specified amount;

•  the invalidity or impairment of any loan documents; and

•  a change of control.

Receivables Facilities

On May 30, 2006, we established a $65 million accounts receivable securitization facility with commercial lenders in the U.S. In February 2007 this securitization facility was reduced to $45 million following the divestiture of our suspension components division. The capacity of this securitization facility was reduced to $35 million, effective August 16, 2007, and to $25 million, effective November 16, 2007, primarily because of reduced domestic receivables balances resulting from the sale of our Wabash, Indiana plant in July 2007 and the sale of our brakes business in November 2007. The facility has an expiration date of May 30, 2013, and funding under the facility bears interest based on LIBOR plus 2.25%. As of January 31, 2008, we had no amounts financed under this program.

Pursuant to the securitization facility, certain of our consolidated subsidiaries sell substantially all U.S. short term trade receivables to a non-consolidated special purpose entity (“SPE I”) at face value, and no gains or losses are recognized in connection with the sales. The purchase price for the receivables sold to SPE I is paid in a combination of cash and short term notes. The short term notes appear in Other Receivables on our Consolidated Balance Sheets and represent the difference between the face amount of accounts receivables sold and the cash received for the sales. SPE I resells the receivables to a non-consolidated qualifying special purpose entity (“SPE II”) at an annualized discount of 2.4% to 4.4%. SPE II pays the purchase price for the receivables with cash received from borrowings and equity in SPE II for the excess of the purchase price of the receivables over the cash payment. SPE II pledges the receivables to secure borrowings from commercial lenders. This debt is not included in our consolidated financial statements.

Collections for the receivables are serviced by HLI Opco and deposited into an account controlled by the program agent. The servicing fees payable to HLI Opco are set off against interest and other fees payable to the program agent and lenders. The program agent uses the proceeds to pay off the short term borrowings from commercial lenders and returns the excess collections to SPE II, which in turn pays down the short term note issued to SPE I, which then pays down the short term notes issued to the consolidated subsidiaries.

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The securitization transactions are accounted for as sales of the receivables under the provisions of SFAS 140 and are removed from the Consolidated Balance Sheets. The proceeds received are included in cash flows from operating activities in the Consolidated Statements of Cash Flows. Costs associated with the receivables facility are recorded as other expense in the Consolidated Statements of Operations.

At January 31, 2008, the outstanding balance of receivables sold to special purpose entities was $48.3 million. Our net retained interests at January 31, 2008, was $48.3 million, which are disclosed as Other Receivables on the Consolidated Balance Sheets and in cash flows from operating activities in the Consolidated Statements of Cash Flows. There were no advances from lenders at January 31, 2008.

During fiscal 2005 we established an accounts receivable financing program in Germany with a local financial institution. Borrowings under this program of $29.6 million at January 31, 2008, are included in short term bank borrowings.

In fiscal 2006 we established an accounts receivable factoring program in the Czech Republic with a local financial institution. The program limit is approximately $28 million. As of January 31, 2008, a total of $19.7 million was factored under this program. The transactions are accounted for as sales of receivables under the provisions of FASB SFAS 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (SFAS 140) and the receivables are removed from the Consolidated Balance Sheets.

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THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

On May 30, 2007, we entered into the Registration Rights Agreement with the initial purchasers of the Restricted Notes, in which we agreed to file a registration statement with the SEC relating to an offer to exchange the Restricted Notes for Exchange Notes (the “Exchange Offer”). The registration statement of which this prospectus forms a part was filed in compliance with this obligation. We also agreed to use our reasonable best efforts to cause a registration statement to become effective under the Securities Act. In addition, we agreed to cause the Exchange Offer to be consummated on or before December 26, 2007. Because the Exchange Offer will not be consummated on or before December 26, 2007, we will incur additional interest expense.

The form and terms of the Exchange Notes will be substantially identical to the form and terms of the Restricted Notes, except that the Exchange Notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional interest upon our failure to fulfill our obligations under the Registration Rights Agreement to file, and cause to become effective, a registration statement. The Exchange Notes will evidence the same debt as the Restricted Notes. The Exchange Notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the Restricted Notes. Consequently, both series of Notes will be treated as a single class of debt securities under such indenture.

Restricted Notes in an aggregate principal amount of €130,000,000 were issued on May 30, 2007.

Under certain circumstances, we will cause the SEC to declare effective a shelf registration statement with respect to the resale of the Restricted Notes, and we will use our reasonable best efforts to keep the shelf registration statement effective for up to two years after the effective date of the shelf registration statement.

Each holder of Restricted Notes that wishes to exchange such Restricted Notes for transferable Exchange Notes in the Exchange Offer will be required to make the following representations:

•  any Exchange Notes to be received by it will be acquired in the ordinary course of its business;

•  it has no arrangement or understanding with any person to participate in the distribution (within the meaning of the Securities Act) of the Exchange Notes;

•  it is not our “affiliate,” as defined in Rule 405 under the Securities Act, or, if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act;

•  if such holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the Exchange Notes; and

•  if such holder is a broker-dealer, that it will receive Exchange Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities and such holder will acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes.

In addition, each broker-dealer that receives Exchange Notes for its own account in exchange for Restricted Notes, where such Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

Terms of the Exchange Offer

Upon the terms and subject to the conditions set forth in this prospectus and in the related letter of transmittal, we will accept for exchange any Restricted Notes properly tendered and not withdrawn as provided below prior to 5:00 p.m. New York City time on May 12, 2008 (as the same may be extended, the “expiration date”). We will issue €50,000 principal amount of Exchange Notes in exchange for each €50,000 principal amount of Restricted Notes surrendered under the Exchange Offer and €1,000 integral multiple amount of Exchange Notes in exchange for each €1,000 integral multiple amount of Restricted Notes surrendered in excess of €50,000. Restricted Notes may be tendered only in denominations of €50,000 and integral multiples of €1,000 in excess of €50,000.

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As of the date of this prospectus, €130,000,000 aggregate principal amount of the Restricted Notes is outstanding. This prospectus and the related letter of transmittal are first being sent on or about April 11, 2008, to all registered holders of Restricted Notes. There will be no fixed record date for determining registered holders of Restricted Notes entitled to participate in the Exchange Offer.

The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Restricted Notes being tendered for exchange. Our obligation to accept Restricted Notes for exchange in the Exchange Offer is subject to the conditions described below under the heading “— Conditions to the Exchange Offer.”

The Exchange Offer will be open for no less than thirty (30) days after the date notice of the Exchange Offer is mailed to holders. We reserve the right, at any time and from time to time, in our sole discretion, to extend the period of time during which the Exchange Offer is open. We would then delay acceptance for exchange of any Restricted Notes by giving written notice of an extension and delay to the holders of Restricted Notes as described below. During any extension period, all Restricted Notes previously tendered will remain subject to the Exchange Offer and may be accepted for exchange by us. Any Restricted Notes not accepted for exchange will be returned to the tendering holder after the expiration or termination of the Exchange Offer.

We intend to conduct the Exchange Offer in accordance with the provisions of the Registration Rights Agreement, the applicable requirements of the Securities Act and the Exchange Act, and the rules and regulations of the SEC. Restricted Notes that are not tendered for exchange in the Exchange Offer will remain outstanding and will continue to accrue interest; holders of Restricted Notes will be entitled to the rights and benefits such holders have under the indenture relating to the Notes.

We will be deemed to have accepted for exchange properly tendered Restricted Notes when we have given written notice of the acceptance to the Exchange Agent. The Exchange Agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us and delivering Exchange Notes to such holders. Subject to the terms of the Registration Rights Agreement, we expressly reserve the right to amend or terminate the Exchange Offer, and not to accept for exchange any Restricted Notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption “— Conditions to the Exchange Offer.”

Following completion of the Exchange Offer, we may, in our sole discretion, commence one or more additional exchange offers to those holders of Restricted Notes who do not exchange their Restricted Notes for Exchange Notes in this Exchange Offer. The terms of these additional exchange offers may differ from those applicable to this Exchange Offer. We may use this prospectus, as amended or supplemented from time to time, in connection with any additional exchange offers. These additional exchange offers may take place from time to time until all outstanding Restricted Notes have been exchanged for Exchange Notes, subject to the terms and conditions contained in the prospectus and the letter of transmittal we will distribute in connection with these additional exchange offers.

Holders who tender Restricted Notes in the Exchange Offer will not be required to pay brokerage commissions or fees, or, subject to the instructions in the related letter of transmittal, transfer taxes with respect to the exchange of Restricted Notes. We will pay all charges and expenses, other than those transfer taxes described below, in connection with the Exchange Offer. It is important that you read the sections labeled “— Fees and Expenses” and “Transfer Taxes” below for more details regarding fees and expenses incurred in the Exchange Offer.

The Exchange Offer will expire at 5:00 p.m., New York City time, on May 12, 2008, unless we extend it in our sole discretion.

In order to extend the Exchange Offer, we will notify the Exchange Agent in writing of any extension. We will notify in writing or by public announcement the registered holders of Restricted Notes of the extension no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

We reserve the right, in our sole discretion:

•  to delay accepting for exchange any Restricted Notes in connection with the extension of the Exchange Offer;

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•  to extend the Exchange Offer or to terminate the Exchange Offer and to refuse to accept Restricted Notes not previously accepted if any of the conditions set forth below under “— Conditions to the Exchange Offer” have not been satisfied, by giving written notice of such delay, extension or termination to the Exchange Agent; or

•  subject to the terms of the Registration Rights Agreement, to amend the terms of the Exchange Offer in any manner, provided that in the event of a material change in the Exchange Offer, including the waiver of a material condition, we will extend the exchange offer period, if necessary, so that at least five business days remain in the Exchange Offer following notice of the material change.

Any such delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by written notice or public announcement thereof to the registered holders of Restricted Notes. If we amend the Exchange Offer in a manner that we determine to constitute a material change, we will promptly disclose such amendment in a manner reasonably calculated to inform the holders of Restricted Notes of such amendment. If we terminate this Exchange Offer as provided in this prospectus before accepting any Restricted Notes for exchange or if we amend the terms of this Exchange Offer in a manner that constitutes a fundamental change in the information set forth in the registration statement of which this prospectus forms a part, we will promptly file an amendment to the registration statement of which this prospectus forms a part. In addition, we will in all events comply with our obligation to make prompt payment for all Restricted Notes properly tendered and accepted for exchange in the Exchange Offer.

Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the Exchange Offer, we shall have no obligation to publish, advertise, or otherwise communicate any such public announcement, other than by issuing a timely press release to a financial news service.

Procedures for Tendering

Only a holder of Restricted Notes may tender such Restricted Notes in the Exchange Offer. To tender in the Exchange Offer, a holder must:

•  if the Restricted Notes are held other than in global form, properly complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal and any other documents that may be required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver such letter of transmittal or, in certain circumstances, a facsimile thereof to the Exchange Agent prior to the expiration date; or

•  if the Restricted Notes are held in global form, comply with Euroclear’s or Clearstream’s procedures described below, as applicable.

Restricted Notes Held in Global Form

If you wish to exchange your Restricted Notes for Exchange Notes, you or the custodial entity or direct participant (as the case may be) through which you hold your Restricted Notes must tender, at or prior to 5:00 p.m., New York City time, on the expiration date, your Restricted Notes in the applicable manner described below.

All tenders of Restricted Notes must be completed by properly instructing Euroclear or Clearstream in accordance with the procedures and deadlines established by such clearing system for the transfer of notes through its electronic transfer systems. For such a tender of Restricted Notes to be effective, the Restricted Notes must be transferred through Euroclear’s or Clearstream’s electronic transfer systems. Euroclear and Clearstream will forward all valid tenders to the Exchange Agent.

If you hold your Restricted Notes through Euroclear or Clearstream, you must arrange for a direct participant in Euroclear or Clearstream, as the case may be, to tender your Restricted Notes with “blocking” instructions (as defined below) to Euroclear or Clearstream in accordance with the procedures and deadlines specified by Euroclear or Clearstream, as applicable, at or prior to 5:00 p.m., New York City time, on the expiration date.

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“Blocking” instructions means:

•  irrevocable instructions to block any attempt to transfer your Restricted Notes on or prior to the settlement date;

•  irrevocable instructions to debit your account on the settlement date in respect of all of your Restricted Notes upon receipt of an instruction by the Exchange Agent to receive your Restricted Notes for us; and

•  an irrevocable authorization to disclose to the Exchange Agent the identity of the participant account holder and account information,

in each case, subject to the automatic withdrawal of the irrevocable instruction in the event that the exchange offer is terminated by us and your right to withdraw your tender prior to 5:00 p.m., New York City time, on the expiration date.

Your tender, which includes your “blocking” instructions, must be delivered and received by Euroclear or Clearstream in accordance with the procedures established by Euroclear or Clearstream, as applicable, on or prior to the deadlines established by each of those clearing systems. You are responsible for informing yourself of these deadlines and for arranging the due and timely delivery of “blocking” instructions to Euroclear or Clearstream. By transmitting “blocking” instructions, you are making the representations set forth below under “— Holders’ Representations and Undertakings.”

If you hold your Restricted Notes through a custodian, you may not tender your Restricted Notes directly. You should contact that custodian to tender your Restricted Notes on your behalf.

In order to “block” the Restricted Notes tendered for exchange, you must instruct the direct participant that holds your Restricted Notes at the applicable clearing system to submit irrevocable “blocking” instructions (defined above) with respect to such amount of your Restricted Notes.

If you do not hold your Restricted Notes through an account with Euroclear or Clearstream, you must arrange to have your Restricted Notes transferred to a Euroclear or Clearstream account. Once your Restricted Notes have been transferred to a Euroclear or Clearstream account, you may then submit the “blocking” instructions as described above.

You are responsible for arranging the timely delivery of your blocking instructions and tender of Restricted Notes.

Neither we nor the Exchange Agent will be responsible for the communication of tenders of Restricted Notes by:

•  holders of Restricted Notes to the direct participant in Euroclear or Clearstream through which they hold the Restricted Notes; or

•  holders of Restricted Notes or the direct participant to the Exchange Agent, Euroclear or Clearstream.

If you hold Restricted Notes through a broker, dealer, commercial bank or financial institution, you should consult with that institution as to whether it will charge any service fees.

Restricted Notes Held Other Than in Global Form

To be tendered effectively, the Exchange Agent must receive any physical delivery of the letter of transmittal and other required documents at the address set forth below under “— Exchange Agent” prior to the expiration date.

The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between such holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the related letter of transmittal.

The method of delivery of Restricted Notes, the letter of transmittal and all other required documents to the Exchange Agent is at the holder’s election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the Exchange Agent before the expiration date. Holders should not send us the letter of transmittal or Restricted Notes. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

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Any beneficial owner whose Restricted Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee who wishes to tender should contact the registered holder promptly and instruct it to tender on the owners’ behalf. If such beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the letter of transmittal and delivering its Restricted Notes, either:

•  make appropriate arrangements to register ownership of the Restricted Notes in such owner’s name; or

•  obtain a properly completed bond power from the registered holder of Restricted Notes.

The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulation Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or another “eligible institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless the Restricted Notes tendered pursuant thereto are tendered:

•  by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

•  for the account of an eligible institution.

If a signature on a letter of transmittal or notice of withdrawal is so guaranteed, the original executed copy of the letter of transmittal or notice of withdrawal, and not a facsimile thereof, must be submitted to the Exchange Agent.

If the letter of transmittal is signed by a person other than the registered holder of any Restricted Notes listed on the Restricted Notes, such Restricted Notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder’s name appears on the Restricted Notes and an eligible institution must guarantee the signature on the bond power.

If the letter of transmittal or any Restricted Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered Restricted Notes and withdrawal of tendered Restricted Notes. Our determination will be final and binding. We reserve the absolute right to reject any Restricted Notes not properly tendered or any Restricted Notes the acceptance of which would, in the opinion of the Company or its counsel, be unlawful. Our interpretation of the terms and conditions of the Exchange Offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Restricted Notes must be cured within such time as we shall determine. Tenders of Restricted Notes will not be deemed made until such defects or irregularities have been cured or waived. Any Restricted Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the Exchange Agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as promptly as practicable following the expiration date or termination of the Exchange Offer, as applicable.

Holders’ Representations and Undertakings

By signing the letter of transmittal or transmitting “blocking” instructions, each tendering holder of Restricted Notes will represent that, among other things:

•  any Exchange Notes that the holder receives will be acquired in the ordinary course of its business;

•  the holder has no arrangement or understanding with any person or entity, including any of our affiliates, to participate in the distribution of the Exchange Notes;

•  if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the Exchange Notes;

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•  if the holder is a broker-dealer that will receive Exchange Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities, that it will deliver a prospectus, as required by law, in connection with any resale of such Exchange Notes; and

•  the holder is not our “affiliate,” as defined in Rule 405 of the Securities Act, or, if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act.

In addition, each broker-dealer that receives Exchange Notes for its own account in exchange for Restricted Notes, when such Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.”

Withdrawal of Tenders

Except as otherwise provided in this prospectus, holders of Restricted Notes may withdraw their tenders at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal to be effective:

•  the Exchange Agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter, at one of the addresses set forth below under “— Exchange Agent” prior to 5:00 p.m., New York City time, on the expiration date; or

•  holders must comply with the appropriate procedures under Euroclear’s or Clearstream’s procedures for transfer.

Any such notice of withdrawal must:

•  specify the name of the person who tendered the Restricted Notes to be withdrawn;

•  identify the Restricted Notes to be withdrawn, including the principal amount of such Restricted Notes;

•  contain a statement that the holder is withdrawing his election to have the Restricted Notes exchanged;

•  be signed by the holder in the same manner as the original signature on the letter of transmittal by which Restricted Notes held other than in global form were tendered, including any required signature guarantees, or be accompanied by documents of transfer to have the Exchange Agent with respect to the Restricted Notes register the transfer of the Restricted Notes in the name of the person withdrawing the tender; and

•  specify the name in which the Restricted Notes are registered, if different from that of the depositor.

If Restricted Notes have been tendered in compliance with the appropriate procedures of Euroclear or Clearstream, any notice of withdrawal must specify the name and number of the account at Euroclear or Clearstream to be credited with the withdrawn Restricted Notes and otherwise comply with the procedures of such facility.

We will determine all questions as to the validity, form and eligibility, including time of receipt, of such notices, and our determination shall be final and binding on all parties. We will deem any Restricted Notes so withdrawn not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Restricted Notes that have been tendered for exchange but that are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Restricted Notes tendered by book-entry transfer into the Exchange Agent’s account at Euroclear or Clearstream according to the procedures described above, such Restricted Notes will be credited to an account maintained with Euroclear or Clearstream for Restricted Notes) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Restricted Notes may be retendered by following one of the procedures described under “— Procedures for Tendering” above at any time prior to the expiration date.

Conditions to the Exchange Offer

Notwithstanding any other provision of the Exchange Offer, we will not be required to accept for exchange, or to issue Exchange Notes in exchange for, any Restricted Notes, and may terminate or amend the Exchange Offer, if

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at any time before the acceptance of the Restricted Notes for exchange or the exchange of the Exchange Notes for the Restricted Notes, any of the following events occurs:

1) there is threatened, instituted or pending any action or proceeding before, or any injunction, order or decree issued by, any court or governmental agency or other governmental regulatory or administrative agency or commission (a) seeking to restrain or prohibit the making or completion of the Exchange Offer or any other transaction contemplated by the Exchange Offer, or assessing or seeking any damages as a result of this transaction or (b) resulting in a material delay in our ability to accept for exchange or exchange some or all of the Restricted Notes in the Exchange Offer; or

2) any statute, rule, regulation, order or injunction has been sought, proposed, introduced, enacted, promulgated or deemed applicable to the Exchange Offer or any of the transactions contemplated by the Exchange Offer by any governmental authority, domestic or foreign; or

3) any action has been taken, proposed or threatened, by any governmental authority, domestic or foreign, that in our sole judgment might directly or indirectly result in any of the consequences referred to in clauses (1) or (2) above or, in our sole judgment, might result in the holders of Exchange Notes having obligations with respect to resales and transfers of Exchange Notes which are greater than those described in the interpretation of the SEC referred to above, or would otherwise make it inadvisable to proceed with the Exchange Offer; or

4) the following has occurred:

(a) any general suspension of or general limitation on prices for, or trading in, securities on any national securities exchange or in the over-the-counter market; or

(b) any limitation by a governmental authority, which may adversely affect our ability to complete the transactions contemplated by the Exchange Offer; or

(c) a declaration of a banking moratorium or any suspension of payments in respect of banks in the United States or any limitation by any governmental agency or authority which adversely affects the extension of credit; or

(d) a commencement of a war, armed hostilities or other similar international calamity directly or indirectly involving the United States, or, in the case of any of the preceding events existing at the time of the commencement of the Exchange Offer, a material acceleration or worsening of these calamities; or

5) any change, or any development involving a prospective change, has occurred or been threatened in our business, financial condition, operations or prospects and those of our subsidiaries taken as a whole that is or may be adverse to us, or we have become aware of facts that have or may have an adverse impact on the value of the Restricted Notes or the Exchange Notes, which in our sole judgment in any case makes it inadvisable to proceed with the Exchange Offer and/or with such acceptance for exchange or with such exchange.

In addition, we will not be obligated to accept for exchange the Restricted Notes of any holder that has not made:

•  the representations described under “— Holders’ Representations and Undertakings” and “Plan of Distribution;” and

•  such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to us an appropriate form for registration of the Exchange Notes under the Securities Act.

We expressly reserve the right, at any time or at various times on or prior to the scheduled expiration date of the Exchange Offer, to extend the period of time during which the Exchange Offer is open. Consequently, we may delay acceptance of any Restricted Notes by giving written notice of such extension to the registered holders of the Restricted Notes. During any such extensions, all Restricted Notes previously tendered will remain subject to the Exchange Offer, and we may accept them for exchange unless they have been previously withdrawn. We will return any Restricted Notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the Exchange Offer.

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These conditions are for our sole benefit and we may, in our sole discretion, assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times, except that all conditions to the Exchange Offer must be satisfied or waived by us prior to the expiration of the Exchange Offer. If we fail at any time to exercise any of the foregoing rights, that failure will not constitute a waiver of such right. Each such right will be deemed an ongoing right that we may assert at any time or at various times prior to the expiration of the Exchange Offer. Any waiver by us will be made by written notice or public announcement to the registered holders of the Notes.

In addition, we will not accept for exchange any Restricted Notes tendered, and will not issue Exchange Notes in exchange for any such Restricted Notes, if at such time any stop order is threatened or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939, as amended.

Exchange Agent

U.S. Bank National Association has been appointed as Exchange Agent for the Exchange Offer. You should direct questions and requests for assistance regarding the Exchange Offer and requests for additional copies of this prospectus or of the letter of transmittal to the Exchange Agent addressed as follows:

          Delivery to:  U.S. Bank National Association, Exchange Agent

Registered or Certified Mail: U.S. Bank West Side Flats Operations Center Attn: Ryan Anderson 60 Livingston Ave. St. Paul, Minnesota 55107	For Information Call: (651) 495-3577 By Facsimile Transmission (for eligible institutions only) (651) 495-8158
	To Confirm by Telephone
	(651) 495-3577

DELIVERY OF THE LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY OF SUCH LETTER OF TRANSMITTAL.

Fees and Expenses

We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail. We may, however, make additional solicitations by telephone or electronic transmission or in person by our officers and regular employees and those of our affiliates.

We have not retained any dealer-manager in connection with the Exchange Offer and will not make any payments to broker-dealers or others soliciting acceptances of the Exchange Offer. We will, however, pay the Exchange Agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

Our expenses in connection with the Exchange Offer include:

•  SEC registration fees;

•  fees and expenses of the Exchange Agent and trustee;

•  accounting and legal fees and printing costs; and

•  related fees and expenses.

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Transfer Taxes

We will pay all transfer taxes, if any, applicable to the exchange of Restricted Notes under the Exchange Offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•  Restricted Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of Restricted Notes tendered;

•  tendered Restricted Notes are registered in the name of any person other than the person signing the letter of transmittal; or

•  a transfer tax is imposed for any reason other than the exchange of Restricted Notes under the Exchange Offer.

If satisfactory evidence of payment of such taxes is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed to that tendering holder.

Consequences of Failure to Exchange Restricted Notes

Holders of Restricted Notes who do not exchange their Restricted Notes for Exchange Notes under the Exchange Offer, including as a result of failing to timely deliver Restricted Notes to the Exchange Agent, together with all required documentation, including a properly completed and signed letter of transmittal, will remain subject to the restrictions on transfer of such Restricted Notes:

•  as set forth in the legend printed on the Restricted Notes as a consequence of the issuance of the Restricted Notes pursuant to the exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and

•  otherwise as set forth in the prospectus distributed in connection with the private offering of the Restricted Notes.

In addition, you will no longer have any registration rights or be entitled to additional interest with respect to the Restricted Notes.

In general, you may not offer or sell the Restricted Notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the Registration Rights Agreement, we do not intend to register resales of the Restricted Notes under the Securities Act. Based on interpretations of the SEC staff, Exchange Notes issued pursuant to the Exchange Offer may be offered for resale, resold or otherwise transferred by their holders, other than any such holder that is our “affiliate” within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the Exchange Notes in the ordinary course of the holders’ business and the holders have no arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired in the Exchange Offer. Any holder who tenders in the Exchange Offer for the purpose of participating in a distribution of the Exchange Notes:

•  cannot rely on the applicable interpretations of the SEC; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

After the Exchange Offer is consummated, if you continue to hold any Restricted Notes, you may have difficulty selling them because there will be fewer Restricted Notes outstanding.

Holders of the Exchange Notes and any Restricted Notes which remain outstanding after consummation of the Exchange Offer will vote together as a single class for purposes of determining whether holders of the requisite percentage of the class have taken certain actions or exercised certain rights under the Indenture.

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Resales

Based on interpretations of the SEC staff set forth in no-action letters issued to unrelated third parties, we believe that Exchange Notes issued in the Exchange Offer in exchange for Restricted Notes may be offered for resale, resold and otherwise transferred by any Exchange Note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•  such holder is not an “affiliate” of ours within the meaning of Rule 405 under the Securities Act;

•  such Exchange Notes are acquired in the ordinary course of the holder’s business; and

•  the holder does not intend to participate in the distribution of such Exchange Notes.

However, the SEC has not considered the Exchange Offer in the context of a no-action letter, and we cannot guarantee that the staff of the SEC would make a determination with respect to the Exchange Offer similar to that described above.

Any holder who tenders in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes:

•  cannot rely on the position of the staff of the SEC set forth in Exxon Capital Holdings Corporation or similar interpretive letters; and

•  must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

If, as stated above, a holder cannot rely on the position of the staff of the SEC set forth in Exxon Capital Holdings Corporation or similar interpretive letters, any effective registration statement used in connection with a secondary resale transaction must contain the selling security holder information required by Item 507 of Regulation S-K under the Securities Act.

This prospectus may be used for an offer to resell, for the resale or for other retransfer of Exchange Notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the Restricted Notes as a result of market-making activities or other trading activities may participate in the Exchange Offer. Each broker-dealer that receives Exchange Notes for its own account in exchange for Restricted Notes, when such Restricted Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the Exchange Notes. Please read the section captioned “Plan of Distribution” for more details regarding these procedures for the transfer of Exchange Notes.

Accounting Treatment

We will record the Exchange Notes in our accounting records at the same carrying value as the Restricted Notes, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the Exchange Offer.

Other

Participation in the Exchange Offer is voluntary, and you should carefully consider whether to accept this offer. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

We may in the future seek to acquire untendered Restricted Notes in the open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any Restricted Notes that are not tendered in the Exchange Offer or to file a registration statement to permit resales of any untendered Restricted Notes.

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DESCRIPTION OF THE EXCHANGE NOTES

The Issuer issued the Restricted Notes under an indenture dated as of May 30, 2007 (the “Indenture”), among the Issuer, the Guarantors, U.S. Bank National Association, as trustee (the “Trustee”), and Deutsche Bank AG, London Branch, as London paying agent. The Indenture complies with the Trust Indenture Act of 1939 (the “Trust Indenture Act”). The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Registration Rights Agreement referred to under the heading “Exchange Offer — Registration Rights” sets forth certain registration rights you have with respect to your Notes.

You can find the definitions of certain terms used in this description under the subheading “Certain Definitions.” In this description, the “Issuer” refers only to Hayes Lemmerz Finance LLC — Luxembourg S.C.A., the issuer of the Notes, and not to Hayes, HLI Opco or any of their other Subsidiaries. “Hayes” refers to Hayes Lemmerz International, Inc. (the owner of 100% of the outstanding common stock of the Issuer and HLI Opco), and not to any of its Subsidiaries. “HLI Opco” refers to HLI Operating Company, Inc., and not to any of its Subsidiaries. We refer to any direct or indirect Subsidiary of Hayes that is not an Unrestricted Subsidiary, including the Issuer, as a “Restricted Subsidiary.” We also refer collectively to Hayes, each Domestic Restricted Subsidiary and any other Person that becomes a Guarantor pursuant to the terms of the Indenture as the “Guarantors.”

The following description is only a summary of the material provisions of the Indenture. We urge you to read the Indenture because it, not this description, defines your rights as holders of Exchange Notes. You may request copies of the Indenture at our address set forth under the heading “Where You Can Find More Information”.

Brief Description of the Exchange Notes

The terms of the Exchange Notes are substantially identical to those of the outstanding Restricted Notes, except that the transfer restrictions, registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes.

The Exchange Notes:

•  will be unsecured senior obligations of the Issuer;

•  will be senior in right of payment to any existing and future subordinated obligations of the Issuer; and

•  will be guaranteed by each Subsidiary Guarantor.

Principal, Maturity and Interest

The Issuer will issue the Exchange Notes in an aggregate principal amount of up to €130.0 million and subject to compliance with the limitations described under “ — Certain Covenants — Limitation on Debt,” may issue an unlimited principal amount of additional Restricted Notes at later dates under the same Indenture (the “Additional Notes”). The Issuer can issue the Additional Notes as part of the same series or as an additional series. Any Additional Notes that the Issuer issues in the future will be identical in all respects to the Restricted Notes, except that Additional Notes will have different issuance dates and may have different issuance prices. The Issuer will issue Notes only in fully registered form without coupons, in denominations of €50,000 and integral multiples of €1,000 in excess thereof.

The Exchange Notes will mature on June 15, 2015. The redemption price of the Exchange Notes at maturity will be 100.00%.

Interest on the Exchange Notes will accrue at a rate of 8.25% per annum and will be payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2007. The Issuer will pay interest to those persons who were holders of record on the June 1 or December 1 immediately preceding each interest payment date.

Interest on each Exchange Note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the Restricted Note surrendered in exchange therefor, or (ii) if the Restricted Note is surrendered for exchange on a date in a period that includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such Restricted Note, from May 25, 2007.

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The interest rate on the Restricted Notes will increase if:

(1) we do not file on a timely basis either:

(A) a registration statement to allow for an exchange offer or

(B) a resale shelf registration statement for the Restricted Notes;

(2) one of the registration statements referred to above is not declared effective on a timely basis;

(3) the exchange offer referred to above is not consummated on a timely basis or the resale shelf registration statement referred to above is not declared effective on a timely basis; or

(4) certain other conditions are not satisfied as described under “— Registration Rights” in this section.

Any interest payable as a result of any such increase in interest rate is referred to as “Additional Interest.” You should refer to the description under the heading “Description of the Exchange Notes — Registration Rights” for a more detailed description of the circumstances under which the interest rate will increase.

Additional Amounts

All payments made under or with respect to the Exchange Notes (whether or not in the form of definitive Exchange Notes) or with respect to any Guarantee will be made free and clear of and without withholding or deduction for, or on account of, any present or future taxes, assessments or other governmental charges (“Taxes”) unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of any jurisdiction in which the Issuer or any Guarantor (including any successor entity), is then incorporated, engaged in business or resident for tax purposes or any political subdivision thereof or therein or any jurisdiction from or through which payment is made by or on behalf of the Issuer or any Guarantor (including, without limitation, the jurisdiction of any paying agent) (each, a “Tax Jurisdiction”), will at any time be required to be made from any payments made under or with respect to the Exchange Notes or with respect to any Guarantee, including, without limitation, payments of principal, redemption price, purchase price, interest or premium, the Issuer or the relevant Guarantor, as applicable, will pay such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received in respect of such payments by each Holder (including Additional Amounts) after such withholding, deduction or imposition will equal the respective amounts that would have been received in respect of such payments in the absence of such withholding or deduction; provided, however, that no Additional Amounts will be payable with respect to:

(1) any Taxes that would not have been imposed but for the Holder or the beneficial owner of the Exchange Notes being a citizen or resident or national of, incorporated in or carrying on a business, in the relevant Tax Jurisdiction in which such Taxes are imposed or having any other present or former connection with the relevant Tax Jurisdiction other than the mere acquisition, holding, enforcement or receipt of payment in respect of the Exchange Notes or with respect to any Guarantee;

(2) any Taxes that are imposed or withheld as a result of the failure of the Holder of the Exchange Note or beneficial owner of the Exchange Notes to comply with any reasonable written request, made to that Holder or beneficial owner in writing by the Issuer or any of the Guarantors to provide timely and accurate information concerning the nationality, residence or identity of such Holder or beneficial owner or to make any valid and timely declaration or similar claim or satisfy any certification, information or other reporting requirement, which is required or imposed by a statute, treaty, regulation or administrative practice of the relevant Taxing Jurisdiction as a precondition to exemption from or reduction in all or part of such Taxes;

(3) any Exchange Note presented for payment (where Exchange Notes are in the form of definitive Exchange Notes and presentation is required) more than 30 days after the relevant payment is first made available for payment to the Holder (except to the extent that the Holder would have been entitled to Additional Amounts had the Exchange Note been presented on the last day of such 30 day period);

(4) any estate, inheritance, gift, sale, transfer, personal property or similar Taxes;

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(5) any Taxes withheld, deducted or imposed on a payment to an individual and that are required to be made pursuant to European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing or complying with or introduced in order to conform to, such Directive;

(6) any payment on an Exchange Note to any Holder who is a fiduciary, a partnership or a limited liability company, or other than the sole beneficial owner of such payment, to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or limited liability company or the beneficial owner of such payment would not have been entitled to receive Additional Amounts if such beneficiary, settlor, member or beneficial owner had been the actual Holder of such Exchange Note;

(7) any Exchange Note presented for payment by or on behalf of a Holder of Exchange Notes who would have been able to avoid such withholding or deduction by presenting the relevant Exchange Note to another Paying Agent in a member state of the European Union;

(8) any Taxes payable other than by deduction or withholding from payments under, or with respect to, the Exchange Notes or with respect to any Guarantee; or

(9) any United States Taxes that are required to be withheld from payments made to any Holder or beneficial owners of an Exchange Note; or

(10) any combination of items (1) through (9) above.

In addition to the foregoing, the Issuer and the Guarantors will also pay and indemnify the Holder for any present or future stamp, issue, registration, court or documentary taxes, or any other excise or property taxes, charges or similar levies or Taxes which are levied by any Tax Jurisdiction on the execution, delivery, registration or enforcement of any of the Exchange Notes, the Indenture, any Guarantee, or any other document or instrument referred to therein.

If the Issuer or any Guarantor, as the case may be, becomes aware that it will be obligated to pay Additional Amounts with respect to any payment under or with respect to the Exchange Notes or any Guarantee, the Issuer or the relevant Guarantor, as the case may be, will deliver to the Trustee on a date that is at least 10 days prior to the date of that payment (unless the obligation to pay Additional Amounts arises after the 10th day prior to that payment date, in which case the Issuer or the relevant Guarantor shall notify the Trustee promptly thereafter) an Officers’ Certificate stating the fact that Additional Amounts will be payable and the amount estimated to be so payable. The Officers’ Certificate must also set forth any other information reasonably necessary to enable the Paying Agents to pay Additional Amounts to holders on the relevant payment date. The Trustee shall be entitled to rely solely on such Officers’ Certificate as conclusive proof that such payments are necessary. The Issuer or the relevant Guarantor will provide the Trustee with documentation reasonably satisfactory to the Trustee evidencing the payment of Additional Amounts.

The Issuer or the relevant Guarantor will make all withholdings and deductions required by applicable law and will remit the full amount deducted or withheld to the relevant Tax authority in accordance with applicable law. The Issuer or the relevant Guarantor will provide to the Trustee an official receipt or, if official receipts are not obtainable, other documentation reasonably satisfactory to the Trustee evidencing the payment of any Taxes so deducted or withheld. The Issuer or the relevant Guarantor will attach to each certified copy or other document a certificate stating the amount of such Taxes paid per €1,000 principal amount of the Notes then outstanding. Upon request, copies of those receipts or other documentation, as the case may be, will be made available by the Trustee to the Holders of the Exchange Notes.

Whenever in the Indenture or in this “Description of the Exchange Notes” there is mentioned, in any context, the payment of amounts based upon the principal amount of the Exchange Notes or of principal, interest or of any other amount payable under, or with respect to, any of the Exchange Notes, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof.

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Paying Agent and Registrar for the Exchange Notes

The Issuer has appointed the following paying agents (each, a “Paying Agent”) for the Exchange Notes: (i) U.S. Bank National Association in the United States, (ii) Deutsche Bank AG, London Branch, in London, and (iii) Fortis Banque Luxembourg in Luxembourg, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require. If the European Council Directive 2003/48/EC or any other Directive implementing the conclusions of the ECOFIN Council meeting of 26-27 November 2000 is brought into force, the Issuer will undertake to maintain a Paying Agent in a member state of the European Union, if any, that will not be obliged to withhold or deduct tax pursuant to any European Union Directive on the taxation of savings.

The Issuer has also appointed a transfer agent in each of the United States, London and Luxembourg. The transfer agents are U.S. Bank National Association in the United States, Deutsche Bank AG, London Branch, in London and Fortis Banque Luxembourg in Luxembourg, for so long as the Notes are listed on the Luxembourg Stock Exchange and the rules of the Luxembourg Stock Exchange so require. The transfer agent in Luxembourg will facilitate transfer of definitive Exchange Notes on the behalf of the Issuer in Luxembourg and, in its capacity as Paying Agent, will make payments on such definitive registered Notes. To the extent the Exchange Notes are in definitive form, payment of principal and interest at maturity will be made against presentation and surrender of the Notes at the office of the Paying Agent. Each transfer agent shall perform the functions of a transfer agent. The registrar (the “Registrar”) of the Exchange Notes will be U.S. Bank National Association. The Registrar will maintain a register reflecting ownership of definitive registered Exchange Notes outstanding from time to time.

The Issuer may change the Paying Agents, the Registrar or the transfer agents without prior notice to the Holders. For so long as the Exchange Notes are listed on the Euro MTF Market and the rules of the Luxembourg Stock Exchange so require, the Issuer will publish a notice of any change of Paying Agent, Registrar or transfer agent in a newspaper having a general circulation in Luxembourg (which is expected to be the d’Wort) or, to the extent and in the manner permitted by such rules, posted on the official website of the Luxembourg Stock Exchange.

Ranking

The Exchange Notes will be:

•  senior, unsecured obligations of the Issuer;

•  effectively subordinated in right of payment to all existing and future secured debt of the Issuer to the extent of the value of the assets securing that debt;

•  equal in right of payment (“pari passu”) with all existing and future senior debt of the Issuer;

•  senior in right of payment to all future Subordinated Debt of the Issuer; and

•  guaranteed on a senior, unsecured basis by the Guarantors.

As of January 31, 2008, the Issuer and the Guarantors on a consolidated basis, had approximately $382.1 million of senior debt (excluding unused commitments made by lenders and intercompany debt). Substantially all of this debt is secured debt. As of that date, and after taking the same factors into account, none of the Issuer’s or any Guarantor’s debt would have been subordinated to the Exchange Notes or Note Guarantees.

Substantially all of the operations of the Issuer will be conducted through its Subsidiaries. Therefore, the Issuer’s ability to service its debt, including the Exchange Notes, is partially dependent upon the earnings of its Subsidiaries and, to the extent they are not Guarantors, their ability to distribute those earnings as dividends, loans or other payments to the Issuer. Certain laws restrict the ability of the Issuer’s Subsidiaries to pay it dividends or make loans and advances to it. If these restrictions are applied to its Subsidiaries that are not Guarantors, then the Issuer would not be able to use the earnings of those Subsidiaries to make payments on the Exchange Notes. Furthermore, under certain circumstances, bankruptcy “fraudulent conveyance” laws or other similar laws could invalidate the Note Guarantees of the Guarantors that are Subsidiaries of Hayes. Any of the situations described above could make it more difficult for the Issuer to service its debt.

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In addition, the Issuer has only a stockholder’s claim in the assets of its Subsidiaries (except in the case where there is also an intercompany loan or other obligation payable to it by the Subsidiaries). The stockholder’s claim is junior to the claims that creditors of the Issuer’s Subsidiaries have against those Subsidiaries. Holders will only be creditors of the Issuer and the Guarantors. In the case of Subsidiaries of Hayes that are not Guarantors, all the existing and future liabilities of those Subsidiaries, including any claims of trade creditors and preferred stockholders, will be effectively senior to the Notes.

The total balance sheet liabilities of Hayes’ non-Guarantor Subsidiaries, as of January 31, 2008, excluding unused commitments made by lenders and any intercompany debt, were approximately $447.4 million.

The Issuer, the Guarantors, and Hayes’ non-Guarantor Subsidiaries have other liabilities, including contingent liabilities, that are significant. The Indenture contains limitations on the amount of additional Debt that Hayes and the Restricted Subsidiaries may Incur. However, the amounts of such Debt could nevertheless be substantial and may be Incurred either by Guarantors or by Hayes’ non-Guarantor Subsidiaries. In certain circumstances, non-guarantor subsidiaries may guarantee indebtedness of the Issuer or a Guarantor but not guarantee the Exchange Notes.

The Exchange Notes and Note Guarantees are senior unsecured obligations of the Issuer and the Guarantors, respectively. Secured Debt of the Issuer and the Guarantors, including their respective obligations under the New Credit Facility, will be effectively senior to the Exchange Notes and Note Guarantees to the extent of the value of the assets securing such Debt.

As of January 31, 2008, the outstanding secured Debt of the Issuer and the Guarantors (excluding unused commitments made by lenders and intercompany debt) was approximately $382.1 million.

See “Risk Factors — Risks Related to Our Capital Structure” and “Risk Factors — Risks Relating to the Exchange Notes.”

Guarantees

The obligations of the Issuer under the Indenture, including the repurchase obligation resulting from a Change of Control, are fully and unconditionally guaranteed, jointly and severally, on a senior unsecured basis, by Hayes, HLI Opco, certain Foreign Restricted Subsidiaries and all the existing and future Domestic Restricted Subsidiaries of Hayes other than Captive Insurance Subsidiaries, Securitization Entities, and a domestic subsidiary that is owned by Foreign Restricted Subsidiaries. See “— Certain Covenants — Future Guarantors.”

The Subsidiaries of Hayes that are not Guarantors generate a significant portion of Hayes’ net sales and EBITDA and own a significant portion of Hayes’ total assets. As of January 31, 2008, the Subsidiaries of Hayes that are not Guarantors (other than the Issuer, which as issuer of the Notes is not a Guarantor), represented approximately 41% of the net sales and approximately 50% of total assets of Hayes, on a consolidated basis; for the year ended January 31, 2008, these subsidiaries generated approximately $184.4 million of operating income.

If the Issuer or a Guarantor sells or otherwise disposes of either:

(1) its ownership interest in a Guarantor, or

(2) all or substantially all the assets of a Guarantor,

then the transferred Guarantor will be released from all its obligations under its Note Guarantee. In addition, if the Issuer redesignates any of the Guarantors as an Unrestricted Subsidiary, which it can do under certain circumstances, the redesignated Guarantor will be released from all its obligations under its Note Guarantee. See “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries,” “— Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries” and “— Merger, Consolidation and Sale of Property.”

Optional Redemption

Except as set forth below, the Exchange Notes will not be redeemable at the option of the Issuer prior to June 15, 2011. Starting on that date, the Issuer may redeem all or any portion of the Notes, at once or over time, after giving the required notice under the Indenture, including notice published on the website of the Luxembourg Stock

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Exchange at www.bourse.lu or in a Luxembourg daily newspaper of general circulation. The Notes may be redeemed at the redemption prices set forth below, plus accrued and unpaid interest, including Additional Interest, if any, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date). The following prices are for Exchange Notes redeemed during the 12-month period commencing on June 15 of the years set forth below, and are expressed as percentages of principal amount:

	Redemption
Year	Price
2011		104.125	%
2012		102.063	%
2013 and thereafter		100.000	%

At any time prior to June 15, 2011, the Issuer may redeem all or any portion of the Exchange Notes, at once or over time, after giving the required notice under the Indenture at a redemption price equal to the greater of:

(a) 100% of the principal amount of the Exchange Notes to be redeemed, and

(b) the sum of the present values of (1) the redemption price of the Exchange Notes at June 15, 2007 (as set forth in the preceding paragraph) and (2) the remaining scheduled payments of interest from the redemption date through June 15, 2011, but excluding accrued and unpaid interest through the redemption date, discounted to the redemption date (assuming a 360 day year consisting of twelve 30 day months), at the Bund Rate plus 75 basis points,

plus, in either case, accrued and unpaid interest, to but excluding the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

In addition, at any time and from time to time prior to June 15, 2010, the Issuer may redeem up to a maximum of 35% of the aggregate principal amount of the Exchange Notes (plus any Additional Notes) with the proceeds of one or more Equity Offerings at a redemption price equal to 108.250% of the principal amount thereof, plus accrued and unpaid interest, including Additional Interest thereon (with respect to any Additional Notes which have not been registered under the Securities Act), if any, to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided, however, that after giving effect to any such redemption, at least 65% of the aggregate principal amount of the Exchange Notes (plus any Additional Notes) remains outstanding. Any such redemption shall be made within 75 days of such Equity Offering upon not less than 30 nor more than 60 days’ prior notice.

Redemption for Taxation Reasons

The Issuer may redeem the Exchange Notes, in whole but not in part, at its discretion at any time upon giving not less than 30 nor more than 60 days’ prior notice to the holders of the Exchange Notes (which notice will be irrevocable and given in accordance with the procedures described in “— Selection and Notice of Redemption”), at a redemption price equal to the principal amount thereof, together with accrued and unpaid interest to the date fixed by the Issuer for redemption (a “Tax Redemption Date”) and all Additional Amounts (if any) then due and which will become due on the Tax Redemption Date as a result of the redemption or otherwise (subject to the right of holders of Exchange Notes on the relevant record date to receive interest due on the relevant interest payment date and Additional Amounts (if any) in respect thereof), if on the next date on which any amount would be payable in respect of the Exchange Notes, the Issuer has been or would be required to pay Additional Amounts, and the Issuer cannot avoid any such payment obligation by taking reasonable measures available, as a result of:

(1) any change in, or amendment to, the laws or treaties (or any regulations, or rulings promulgated thereunder) of the relevant Tax Jurisdiction (as defined above) affecting taxation which change or amendment has not been publicly announced as formally proposed before and which becomes effective on or after the date of the Indenture (or, if the relevant Tax Jurisdiction has changed since the date of the Indenture, the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture); or

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(2) any change in, or amendment to, the existing official position or the introduction of an official position regarding the application, administration or interpretation of such laws, treaties, regulations or rulings (including a holding, judgment or order by a court of competent jurisdiction or a change in published practice), which change, amendment, application or interpretation has not been publicly announced as formally proposed before and becomes effective on or after the date of the Indenture (or, if the relevant Tax Jurisdiction has changed since the date of the Indenture, the date on which the then current Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture).

The Issuer will not give any such notice of redemption earlier than 90 days prior to the earliest date on which the Issuer would be obligated to make such payment or withholding if a payment in respect of the Exchange Notes were then due. Notwithstanding the foregoing, the Issuer may not redeem the Exchange Notes under this provision if the relevant Tax Jurisdiction changes under the Indenture and the Issuer is obligated to pay any Additional Amounts as a result of a change in, or an amendment to, the laws or treaties (or any regulations or rulings promulgated thereunder), or any change in or amendment to, any official position regarding the application, administration or interpretation of such laws, treaties, regulations or rules, of the then current Tax Jurisdiction which, at the time such Tax Jurisdiction became the applicable Tax Jurisdiction under the Indenture, was publicly announced as formally proposed. Prior to the publication or, where relevant, mailing of any notice of redemption of the Exchange Notes pursuant to the foregoing, the Issuer will deliver to the Trustee an opinion of counsel, the choice of such counsel to be subject to the prior written approval of the Trustee (such approval not to be unreasonably withheld), to the effect that there has been such change or amendment. In addition, before the Issuer publishes or mails notice of redemption of the Exchange Notes as described above, it will deliver to the Trustee an Officers’ Certificate to the effect that it cannot avoid its obligation to pay Additional Amounts by taking reasonable measures available to it.

The Trustee will accept such Officers’ Certificate and opinion of counsel as sufficient evidence of satisfaction of the conditions precedent as described above, in which event it will be conclusive and binding on the Holders.

For the avoidance of doubt, the implementation of European Council Directive 2003/48/EC or any other directive implementing the conclusions of the ECOFIN Council meeting of 26 and 27 November 2000 on the taxation of savings income or any law implementing, or complying with, or introduced in order to conform to, such directive will not be deemed to be a change or amendment for such purposes.

Redemption Procedures

At least 30 days but not more than 60 days before a redemption date, the Issuer shall, so long as the Exchange Notes are listed on the Luxembourg Stock Exchange and the rules of such stock exchange shall so require, publish notice thereof on the website of the Luxembourg Stock Exchange at www.bourse.lu or in a newspaper having a general circulation in Luxembourg (which is expected to be the d’Wort) and, in addition to such publication, mail such notice to Holders by first class mail, postage prepaid, at their respective addresses as they appear on the registration books of the Registrar (or otherwise shall deliver such notice in accordance with applicable DTC, Euroclear and Clearstream procedures).

Any notice to Holders of such a redemption shall include the appropriate calculation of the redemption price, but need not include the redemption price itself. The actual redemption price, calculated as described above, shall be set forth in an Officers’ Certificate delivered to the Trustee no later than two business days prior to the redemption date.

Sinking Fund

There will be no mandatory sinking fund payments for the Exchange Notes.

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Registration Rights

The Issuer, the Guarantors and the Initial Purchasers entered into the Registration Rights Agreement on the original issue date of the Restricted Notes (the “Issue Date”) pursuant to which each of the Issuer and the Guarantors agreed that they would, at their expense, for the benefit of the holders of the Restricted Notes (the “Holders”):

•  within 90 days after the Issue Date (the “Filing Date”), file a registration statement with the SEC (the “Registration Statement”) with respect to a registered offer (the “Exchange Offer”) to exchange the Restricted Notes for Exchange Notes having terms substantially identical in all material respects to the Restricted Notes (except that the Exchange Notes will not contain terms with respect to transfer restrictions, registration rights or additional interest);

•  cause the Registration Statement to be declared effective under the Securities Act within 180 days of the Issue Date;

•  upon the Registration Statement’s being declared effective, offer the Exchange Notes (and the related Guarantees) in exchange for surrender of the Notes; and

•  keep the Exchange Offer open for not less than 30 days and not more than 45 days after the date notice of the Exchange Offer is mailed to the Holders.

For each of the Restricted Notes surrendered to the Issuer pursuant to the Exchange Offer, the Holder who surrendered such Restricted Note will receive an Exchange Note having a principal amount equal to that of the surrendered Restricted Note. Interest on each Exchange Note will accrue (A) from the later of (i) the last interest payment date on which interest was paid on the Restricted Note surrendered in exchange therefor, or (ii) if the Restricted Note is surrendered for exchange on a date in a period which includes the record date for an interest payment date to occur on or after the date of such exchange and as to which interest will be paid, the date of such interest payment date or (B) if no interest has been paid on such Restricted Note, from May 25, 2007.

Under existing interpretations of the SEC contained in several no-action letters to third parties, the Exchange Notes and the related Guarantees will be freely transferable by holders thereof (other than affiliates of the Issuer) after the Exchange Offer without further registration under the Securities Act; provided, however, that each Holder that wishes to exchange its Notes for Exchange Notes will be required to represent:

•  that any Exchange Notes to be received by it will be acquired in the ordinary course of its business;

•  that at the time of the commencement of the Exchange Offer it has no arrangement or understanding with any person to participate in the distribution (within the meaning of Securities Act) of the Exchange Notes in violation of the Securities Act;

•  that it is not an “affiliate” (as defined in Rule 405 promulgated under Securities Act) of the Issuer;

•  if such Holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of Exchange Notes; and

•  if such Holder is a broker-dealer (a “Participating Broker-Dealer”) that will receive Exchange Notes for its own account in exchange for Notes that were acquired as a result of market-making or other trading activities, that it will deliver a prospectus in connection with any resale of such Exchange Notes.

The Issuer will agree to make available, during the period required by the Securities Act, a prospectus meeting the requirements of the Securities Act for use by Participating Broker-Dealers and other persons, if any, with similar prospectus delivery requirements for use in connection with any resale of Exchange Notes.

In the event that

(i) because of any change in law or in currently prevailing interpretations of the Staff of the SEC, the Issuer is not permitted to effect an Exchange Offer,

(ii) for any other reason the Exchange Offer Registration Statement is not declared effective within 180 days after the Issue Date or the Exchange Offer is not consummated within 210 days of the Issue Date,

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(iii) in certain circumstances, certain holders of unregistered Exchange Notes so request, or

(iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Notes on the date of the exchange that may be sold without restriction under state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the Issuer or within the meaning of the Securities Act),

then in each case, the Issuer will

(i) promptly deliver to the Holders and the Trustee written notice thereof; and

(ii) at its sole expense, (a) as promptly as practicable, file a shelf registration statement covering resales of the Notes (the “Shelf Registration Statement”), (b) use its best efforts to keep effective the Shelf Registration Statement until the earlier of two years after the Issue Date (or such earlier time as the Notes are eligible for resale under Rule 144(c)) or such time as all of the applicable Notes have been sold thereunder.

We will, in the event that a Shelf Registration Statement is filed, provide to each Holder copies of the prospectus that is a part of the Shelf Registration Statement, notify each such Holder when the Shelf Registration Statement for the Notes has become effective and take certain other actions as are required to permit unrestricted resales of the Notes. A Holder that sells Notes pursuant to the Shelf Registration Statement will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers, will be subject to certain of the civil liability provisions under Securities Act in connection with such sales and will be bound by the provisions of the Registration Rights Agreement that are applicable to such a Holder (including certain indemnification rights and obligations).

If (a) on or prior to the 90th day following the Issue Date, neither the Registration Statement nor the Shelf Registration Statement has been filed with the SEC, (b) on or prior to the 180th day following the Issue Date, neither the Registration Statement nor the Shelf Registration Statement has been declared effective, (c) on or prior to the 210th day following the Issue Date, neither the Exchange Offer has been consummated nor the Shelf Registration Statement has been declared effective, or (d) after either the Exchange Offer Registration Statement or the Shelf Registration Statement has been declared effective, such Registration Statement thereafter ceases to be effective or usable (subject to certain exceptions) in connection with resales of Notes or Exchange Notes in accordance with and during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (a) through (d), a “Registration Default”), interest (“Additional Interest”) will accrue on the principal amount of the affected Notes (in addition to the stated interest on the Notes) from and including the date on which any such Registration Default shall occur to but excluding the date on which all Registration Defaults have been cured. Additional Interest will accrue at a rate of 0.25% per annum during the 90-day period immediately following the occurrence of such Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such rate exceed 1.00% per annum. We delayed filing the registration statement of which this prospectus forms a part in order to incorporate by reference the consolidated financial information reported in our Annual Report on Form 10-K for the fiscal year ended January 31, 2008. Because the registration statement will be declared effective more than 90 days after November 26, 2007, which is the 180^th day following the Issue Date, and because the Exchange Offer will not be completed for at least 30 additional days, which is the minimum number of days for which we must keep the Exchange Offer open, we are required to pay additional interest at a rate of 0.50% per annum from February 25, 2008, until the Exchange Offer is completed.

Repurchase at the Option of Holders upon a Change of Control

Upon the occurrence of a Change of Control, each Holder shall have the right to require the Issuer to repurchase all or any part of such Holder’s Notes pursuant to the offer described below (the “Change of Control Offer”) at a purchase price (the “Change of Control Purchase Price”) equal to 101% of the principal amount thereof, plus accrued and unpaid interest, including Additional Interest, if any, to the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

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Within 30 days following any Change of Control, the Issuer shall:

(a) cause a notice of the Change of Control Offer to be sent at least once to the Dow Jones News Service or similar business news service in the United States; and

(b) send, by first-class mail, with a copy to the Trustee, to each Holder, at such Holder’s address appearing in the security register, a notice stating:

(1) that a Change of Control has occurred and a Change of Control Offer is being made pursuant to the covenant entitled “Repurchase at the Option of Holders Upon a Change of Control” and that all Notes timely tendered will be accepted for payment;

(2) the Change of Control Purchase Price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed;

(3) the circumstances and relevant facts regarding the Change of Control; and

(4) the procedures that Holders must follow in order to tender their Notes (or portions thereof) for payment, and the procedures that Holders must follow in order to withdraw an election to tender Notes (or portions thereof) for payment.

The Issuer will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuer and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer.

The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this covenant, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue of such compliance.

Management has no present intention to engage in a transaction involving a Change of Control, although it is possible that it will decide to do so in the future. Subject to certain covenants described below, we could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of debt outstanding at such time or otherwise affect our capital structure or credit ratings.

The definition of Change of Control includes a phrase relating to the sale, transfer, assignment, lease, conveyance or other disposition of “all or substantially all” the Property of Hayes and the Restricted Subsidiaries, considered as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, if Hayes and the Restricted Subsidiaries, considered as a whole, dispose of less than all their Property by any of the means described above, the ability of a Holder to require the Issuer to repurchase its Notes may be uncertain. In such a case, Holders may not be able to resolve this uncertainty without resorting to legal action.

The New Credit Facility provides that the occurrence of certain of the events that would constitute a Change of Control would constitute a default under the New Credit Facility. Additionally, our future debt may contain prohibitions of certain events which would constitute a Change of Control or require such debt to be repurchased or repaid upon a Change of Control. Moreover, the exercise by Holders of their right to require us to repurchase such Notes could cause a default under debt of the Issuer or Hayes, even if the Change of Control itself does not, due to the financial effect of such repurchase on the relevant Person. Finally, the Issuer’s ability to pay cash to Holders upon a repurchase may be limited by the Issuer’s then existing financial resources, as well as contractual restrictions, including the New Credit Facility, which restrict payments with respect to the Notes. The Issuer cannot assure you that sufficient funds will be available when necessary to make any required repurchases. The Issuer’s failure to repurchase Notes in connection with a Change of Control would result in a default under the Indenture. Such a default would, in turn, constitute a default under the New Credit Facility and may constitute a default under future debt as well. The

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Issuer’s obligation to make an offer to repurchase the Notes as a result of a Change of Control may be waived or modified at any time prior to the occurrence of such Change of Control with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes. See “— Amendments and Waivers.”

Certain Covenants

For the purposes of determining compliance with any covenant, the U.S. Dollar Equivalent will be used, if and to the extent relevant.

Limitation on Debt

Hayes and the Issuer shall not, and shall not permit any of their respective Restricted Subsidiaries to, Incur, directly or indirectly, any Debt unless, after giving effect to the application of the proceeds thereof, no Default or Event of Default would occur as a consequence of such Incurrence or be continuing following such Incurrence and either:

(1) such Debt is Debt of the Issuer or a Guarantor and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to 1.00, or

(2) such Debt is Permitted Debt.

The term “Permitted Debt” is defined to include the following:

(a) (i) Debt of the Issuer evidenced by the Notes and (ii) Debt of the Guarantors evidenced by Note Guarantees relating to the Notes, including, in each case, any Additional Notes;

(b) Debt of the Issuer or a Guarantor under Credit Facilities or up to $125 million of Debt Incurred by a Securitization Entity in a Qualified Securitization Transaction that is nonrecourse to Hayes or any Restricted Subsidiary (except for Standard Securitization Undertakings), provided that the aggregate principal amount of all such Debt under this clause (b) at any one time outstanding shall not exceed the greater of:

(1) $650 million, which amount shall be permanently reduced by the amount of proceeds from Asset Sales used to Repay Debt under the New Credit Facility, and not subsequently reinvested in Additional Assets or used to purchase Notes or Repay other Debt, pursuant to the covenant described under “— Limitation on Asset Sales” and

(2) the sum of the amounts equal to:

(A) 80% of the book value of the accounts receivable of Hayes and the Restricted Subsidiaries, and

(B) 60% of the book value of the inventory of Hayes and the Restricted Subsidiaries;

(c) Debt of the Issuer or a Restricted Subsidiary in respect of Capital Lease Obligations and Purchase Money Debt, provided that:

(1) the aggregate principal amount of such Debt does not exceed the fair market value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased, and

(2) the aggregate principal amount of all Debt Incurred and then outstanding pursuant to this clause (c) (together with all Permitted Refinancing Debt Incurred and then outstanding in respect of Debt previously Incurred pursuant to this clause (c)) does not exceed the greater of $75 million or 10% of Consolidated Net Tangible Assets aggregate principal amount outstanding at any one time;

(d) Debt of Hayes owing to and held by any Restricted Subsidiary and Debt of a Restricted Subsidiary owing to and held by Hayes or any Restricted Subsidiary; provided, however, that any subsequent issue or transfer of Capital Stock or other event that results in any such Restricted Subsidiary ceasing to be a Subsidiary or any subsequent transfer of any such Debt (except to Hayes or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Debt not constituting Permitted Debt under this clause (d) by the

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obligor thereof, provided further, however, if the Issuer or any Guarantor is the obligor on any such Debt, such Debt must be expressly subordinated in right of payment to the prior payment in full of all obligations with respect to the Notes and the Guarantees, as the case may be;

(e) Debt of a Restricted Subsidiary outstanding on the date on which such Restricted Subsidiary is acquired by Hayes or a Restricted Subsidiary or otherwise becomes a Restricted Subsidiary (other than Debt Incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of Hayes or was otherwise acquired by Hayes), provided that at the time such Restricted Subsidiary is acquired by Hayes or a Restricted Subsidiary or otherwise becomes a Restricted Subsidiary and after giving effect to the Incurrence of such Debt, Hayes would have been able to Incur $1.00 of additional Debt pursuant to clause (1) of the first paragraph of this covenant;

(f) Debt of Hayes or any Restricted Subsidiary under Interest Rate Agreements entered into for the purpose of limiting interest rate risks in the ordinary course of the financial management of Hayes or such Restricted Subsidiary and not for speculative purposes, provided that the obligations under such agreements are, at the time of Incurrence thereof, directly related to payment obligations on Debt otherwise permitted by the terms of this covenant;

(g) Debt of Hayes or any Restricted Subsidiary under Currency Exchange Protection Agreements entered into for the purpose of limiting currency exchange rate risks in the ordinary course of the financial management of Hayes or such Restricted Subsidiary and not for speculative purposes;

(h) Debt of Hayes or any Restricted Subsidiary under Commodity Price Protection Agreements entered into in the ordinary course of the financial management of Hayes or such Restricted Subsidiary and not for speculative purposes;

(i) Debt in connection with one or more standby letters of credit or performance bonds issued by Hayes or any Restricted Subsidiary in the ordinary course of business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit;

(j) Debt of Hayes or any Restricted Subsidiary outstanding on the Issue Date, after giving effect to the transactions relating to the $180 million rights offering of Hayes, the issuance of the Notes, the New Credit Facility, and transactions related thereto not otherwise described in clauses (a) through (i) above;

(k) Debt of the Issuer, any Guarantor or any Restricted Subsidiary in an aggregate principal amount outstanding at any one time not to exceed $75 million;

(l) Debt of the Issuer, any Guarantor or a Restricted Subsidiary in an aggregate principal amount outstanding at any one time not to exceed $75 million; provided, however, that the aggregate amount of any Debt incurred by any Restricted Subsidiary under this clause (l), together with amounts incurred under and clause (k) above, shall not exceed the sum of (1) 85% of the accounts receivable of such Restricted Subsidiary, (2) 60% of the inventory of such Restricted Subsidiary and (3) 50% of the net book value of the plant, property and equipment of such Restricted Subsidiary, in each case as shown on the most recent balance sheet of such Restricted Subsidiary;

(m) Permitted Refinancing Debt Incurred in respect of Debt Incurred pursuant to clause (1) of the first paragraph of this covenant and clauses (a), (c) and (e) above; and

(n) the guarantee by any Restricted Subsidiary of Indebtedness incurred pursuant to clause (b) of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed.

Notwithstanding anything to the contrary contained in this covenant,

(a) Hayes and the Issuer shall not, and shall not permit any Guarantors to, Incur any Debt pursuant to this covenant if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Debt unless

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such Debt shall be subordinated to the Notes or the applicable Note Guarantee, as the case may be, to at least the same extent as such Subordinated Debt;

(b) Hayes and the Issuer shall not permit any of their respective Restricted Subsidiaries that is not a Guarantor or the Issuer to Incur any Debt pursuant to this covenant (other than pursuant to clause (d)) if the proceeds thereof are used, directly or indirectly, to Refinance any Debt of the Issuer or any Guarantor, and

(c) accrual of interest, accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Debt, will be deemed not to be an Incurrence of Debt for purposes of this covenant.

For purposes of determining compliance with this covenant, in the event that an item of Debt meets the criteria of more than one of the categories of Permitted Debt described in clauses (a) through (n), above or is entitled to be incurred pursuant to clause (1) of the first paragraph of this covenant, the Issuer shall, in its sole discretion, classify (or later reclassify in whole or in part, in its sole discretion) such item of Debt in any manner that complies with this covenant.

Limitation on Restricted Payments

Hayes and the Issuer shall not, and shall not permit any of their respective Restricted Subsidiaries to, make, directly or indirectly, any Restricted Payment if at the time of, and after giving effect to, such proposed Restricted Payment,

(a) a Default or Event of Default shall have occurred and be continuing,

(b) Hayes could not Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” or

(c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made since the Issue Date (the amount of any Restricted Payment, if made in Property other than in cash, to be based upon fair market value of such Property at the time of such Restricted Payment) would exceed an amount equal to the sum of:

(1) 50% of the aggregate amount of Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Issue Date occurs to the end of the most recent fiscal quarter in respect of which financial statements have been delivered in accordance with the terms of the Indenture (or if the aggregate amount of Consolidated Net Income for such period shall be a deficit, minus 100% of such deficit), plus

(2) 100% of Capital Stock Sale Proceeds, plus

(3) the sum of:

(A) the aggregate net cash proceeds received by Hayes or any Restricted Subsidiary from the issuance or sale after the Issue Date of convertible or exchangeable Debt that has been converted into or exchanged for Capital Stock (other than Disqualified Stock) of Hayes, and

(B) the aggregate amount by which Debt (other than Subordinated Debt) of Hayes or any Restricted Subsidiary is reduced on Hayes’ consolidated balance sheet on or after the Issue Date upon the conversion or exchange of any Debt issued or sold on or prior to the Issue Date that is convertible or exchangeable for Capital Stock (other than Disqualified Stock) of Hayes,

excluding, in the case of clause (A) or (B):

(x) any such Debt issued or sold to Hayes or a Subsidiary of Hayes or an employee stock ownership plan or trust established by Hayes or any such Subsidiary for the benefit of their employees, and

(y) the aggregate amount of any cash or other Property distributed by Hayes or any Restricted Subsidiary upon any such conversion or exchange, plus

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(4) an amount equal to the sum of:

(A) the aggregate reduction in Investments in any Person other than Hayes or a Restricted Subsidiary resulting from dividends, returns of capital, repayments of loans or advances, interest or other transfers of Property, in each case to Hayes or any Restricted Subsidiary from such Person, and

(B) the portion (proportionate to Hayes’ equity interest in such Unrestricted Subsidiary) of the fair market value of the net worth of an Unrestricted Subsidiary at the time such Unrestricted Subsidiary is designated a Restricted Subsidiary; provided, however, that the foregoing sum shall not exceed, in the case of any Person, the amount of Investments previously made (and treated as a Restricted Payment) by Hayes or any Restricted Subsidiary in such Person.

Notwithstanding the foregoing limitation, Hayes may:

(a) pay dividends on its Capital Stock within 60 days of the declaration thereof if, on the declaration date, such dividends could have been paid in compliance with the Indenture; provided, however, that at the time of such payment of such dividend, no other Default or Event of Default shall have occurred and be continuing (or result therefrom); provided further, however, that such dividend shall be included in the calculation of the amount of Restricted Payments;

(b) purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock of Hayes or Subordinated Debt in exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of Hayes (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary of Hayes or an employee stock ownership plan or trust established by Hayes or any such Subsidiary for the benefit of their employees); provided, however, that

(1) such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments and

(2) the Capital Stock Sale Proceeds from such exchange or sale shall be excluded from the calculation pursuant to clause (c)(2) above;

(c) purchase, repurchase, redeem, legally defease, acquire or retire for value any Subordinated Debt in exchange for, or out of the proceeds of the substantially concurrent sale of, Permitted Refinancing Debt; provided, however, that such purchase, repurchase, redemption, legal defeasance, acquisition or retirement shall be excluded in the calculation of the amount of Restricted Payments;

(d) so long as no Default or Event of Default has occurred and is continuing, purchase, repurchase, redeem, legally defease, acquire or retire for value Capital Stock from any officer, director or employee of Hayes or its Restricted Subsidiaries in an amount not to exceed $2 million per year; and

(e) make Restricted Payments not to exceed $20 million in the aggregate.

Limitation on Liens

Hayes and the Issuer shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of their Property (including Capital Stock of a Restricted Subsidiary), whether owned at the Issue Date or thereafter acquired, or any interest therein or any income or profits therefrom, unless it has made or will make effective provision whereby the Exchange Notes or the applicable Note Guarantee will be secured by such Lien equally and ratably with (or, if such other Debt constitutes Subordinated Debt, prior to) all other Debt of Hayes or any Restricted Subsidiary secured by such Lien for so long as such other Debt is secured by such Lien.

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Limitation on Issuance or Sale of Capital Stock of Restricted Subsidiaries

Hayes and the Issuer shall not (directly or indirectly):

(a) sell, pledge, hypothecate or otherwise dispose of any shares of Capital Stock of any of their respective Restricted Subsidiaries other than a pledge of stock constituting a Permitted Lien under clause (a) of the definition thereof, or

(b) permit any Restricted Subsidiary to, directly or indirectly, issue or sell or otherwise dispose of any shares of its Capital Stock, other than, in the case of either (a) or (b):

(1) directors’ qualifying shares (or other de minimis amounts of shares required to be issued to third parties pursuant to local law requirements),

(2) to maintain proportional ownership interests,

(3) to Hayes or a Wholly Owned Restricted Subsidiary, or

(4) a disposition of 100% of the shares of Capital Stock of a Restricted Subsidiary (excluding HLI Opco and the Issuer); provided, however, that, in the case of this clause (4),

(A) such disposition is effected in compliance with the covenant described under “— Limitation on Asset Sales,” and

(B) upon consummation of such disposition and execution and delivery of a supplemental indenture in form satisfactory to the Trustee in its reasonable judgment, such Restricted Subsidiary shall be released from any Note Guarantee previously made by such Restricted Subsidiary.

In addition, the Issuer shall not, directly or indirectly, issue or sell any of its Capital Stock to any Person other than any parent of the Issuer, and neither HLI Opco nor any parent of the Issuer or HLI Opco shall, directly or indirectly, issue or sell any of its Capital Stock to any Person other than its immediate parent or Hayes.

Limitation on Asset Sales

Hayes and the Issuer shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, consummate any Asset Sale unless:

(a) Hayes, the Issuer or such Restricted Subsidiary receives consideration at the time of such Asset Sale at least equal to the fair market value of the Property subject to such Asset Sale; and

(b) at least 75% of the consideration paid to Hayes, the Issuer or their respective Restricted Subsidiaries in connection with such Asset Sale is in the form of cash or Cash Equivalents or the assumption by the purchaser of liabilities of Hayes, the Issuer or any of their respective Restricted Subsidiaries (other than contingent liabilities or liabilities that are by their terms subordinated to the Notes (including any Additional Notes) or the applicable Note Guarantee) as a result of which Hayes, the Issuer and the Restricted Subsidiaries are no longer obligated with respect to such liabilities.

The Net Available Cash (or any portion thereof) from Asset Sales may be applied by Hayes or a Restricted Subsidiary, to the extent Hayes or a Restricted Subsidiary elects (or is required by the terms of any Debt):

(a) to Repay Senior Debt of the Issuer or any Guarantor (excluding, in any such case, any Debt owed to Hayes, the Issuer or an Affiliate of Hayes or the Issuer) or, in the case of Net Available Cash from Asset Sales by a Foreign Restricted Subsidiary, to Repay Debt of such Foreign Restricted Subsidiary; or

(b) to reinvest in Additional Assets (including by means of an Investment in Additional Assets by a Restricted Subsidiary with Net Available Cash received by Hayes or another Restricted Subsidiary).

Any Net Available Cash from an Asset Sale not applied in accordance with the preceding paragraph within 270 days from the date of the receipt of such Net Available Cash or that is not segregated from the general funds of the Issuer for investment in identified Additional Assets in respect of a project that shall have been commenced, and for which binding contractual commitments have been entered into, prior to the end of such 270-day period and that

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shall not have been completed or abandoned shall constitute “Excess Proceeds”; provided, however, that the amount of any Net Available Cash that ceases to be so segregated as contemplated above and any Net Available Cash that is segregated in respect of a project that is abandoned or completed shall also constitute “Excess Proceeds” at the time any such Net Available Cash ceases to be so segregated or at the time the relevant project is so abandoned or completed, as applicable; provided further, however, that the amount of any Net Available Cash that continues to be segregated for investment and that is not actually reinvested within twenty-four months from the date of the receipt of such Net Available Cash shall also constitute “Excess Proceeds.”

When the aggregate amount of Excess Proceeds exceeds $20 million (taking into account income earned on such Excess Proceeds, if any), the Issuer will be required to make an offer to repurchase (the “Prepayment Offer”) the Notes, which offer shall be in the amount of the Allocable Excess Proceeds (rounded to the nearest €1,000), according to principal amount, at a purchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest, including Additional Interest, if any, to the repurchase date (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date), in accordance with the procedures (including prorating in the event of oversubscription) set forth in the Indenture. Upon receiving notice of the Prepayment Offer, holders may elect to tender their Notes in whole or in part in integral multiples of €1,000 in exchange for cash, except that no Notes of €50,000 or less may remain outstanding thereafter. To the extent holders properly tender Notes in an amount exceeding the Allocable Excess Proceeds, notes of tendering Holders will be purchased on a pro rata basis (based on amounts tendered). To the extent that any portion of the amount of Net Available Cash remains after compliance with the preceding sentence and provided that all Holders have been given the opportunity to tender their Notes for repurchase in accordance with the Indenture, Hayes or such Restricted Subsidiary may use such remaining amount for any purpose permitted by the Indenture, and the amount of Excess Proceeds will be reset to zero.

The term “Allocable Excess Proceeds” shall mean the product of:

(a) the Excess Proceeds and

(b) a fraction,

(1) the numerator of which is the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer, and

(2) the denominator of which is the sum of the aggregate principal amount of the Notes outstanding on the date of the Prepayment Offer and the aggregate principal amount of other Debt of the Issuer outstanding on the date of the Prepayment Offer that is pari passu in right of payment with the Notes and subject to terms and conditions in respect of Asset Sales similar in all material respects to this covenant and requiring the Issuer to make an offer to repurchase such Debt at substantially the same time as the Prepayment Offer.

Within 30 business days after the Issuer is obligated to make a Prepayment Offer as described in the preceding paragraph, the Issuer shall send a written notice, by first-class mail, to the Holders, accompanied by such information regarding the Asset Sale as the Issuer in good faith believes will enable such Holders to make an informed decision with respect to such Prepayment Offer. Such notice shall state, among other things, the purchase price and the repurchase date, which shall be, subject to any contrary requirements of applicable law, a business day no earlier than 30 days nor later than 60 days from the date such notice is mailed.

The Issuer will comply, to the extent applicable, with the requirements of Section 14(e) of the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to this covenant. To the extent that the provisions of any securities laws or regulations conflict with provisions of this covenant, the Issuer will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this covenant by virtue thereof.

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Limitation on Restrictions on Distributions from Restricted Subsidiaries

Hayes and the Issuer shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist any consensual restriction on the right of any of their respective Restricted Subsidiaries to:

(a) pay dividends, in cash or otherwise, or make any other distributions on or in respect of its Capital Stock, or pay any Debt or other obligation owed, to Hayes or any Restricted Subsidiary,

(b) make any loans or advances to Hayes or any Restricted Subsidiary, or

(c) transfer any of its Property to Hayes or any Restricted Subsidiary.

The foregoing limitations will not apply:

(1) to restrictions:

(A) in effect on the Issue Date (including restrictions pursuant to the Notes, the Indenture and the New Credit Facility),

(B) arising under Debt of a Restricted Subsidiary and existing at the time it became a Restricted Subsidiary if such restriction was not created in connection with or in anticipation of the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary or was acquired by Hayes or the Issuer,

(C) that result from the Refinancing of Debt Incurred pursuant to an agreement referred to in clause (1)(A) or (B) above or in clause (2)(A) or (B) below, provided such restrictions are not less favorable, taken as a whole, to the Holders than those under the agreement evidencing the Debt so Refinanced,

(D) arising under Debt or other contractual requirements of a Securitization Entity in connection with a Qualified Securitization Transaction; provided that such restrictions apply only to such Securitization Entity, or

(E) relating to Debt that is permitted to be Incurred and secured without also securing the Notes or the applicable Note Guarantee pursuant to the covenants described under “— Limitation on Debt” and “— Limitation on Liens” that limit the right of the debtor to dispose of or transfer the Property securing such Debt; and

(2) with respect to clause (c) only, to restrictions:

(A) encumbering Property at the time such Property was acquired by Hayes or any Restricted Subsidiary, so long as such restrictions relate solely to the Property so acquired and were not created in connection with or in anticipation of such acquisition,

(B) resulting from customary provisions restricting subletting or assignment of leases or customary provisions in other agreements that restrict assignment of such agreements or rights thereunder,

(C) customary restrictions contained in asset sale agreements limiting the transfer of such Property pending the closing of such sale, or

(D) customary restrictions contained in joint venture agreements entered into in the ordinary course of business and in good faith.

Limitation on Transactions with Affiliates

Hayes and the Issuer shall not, and shall not permit any of their respective Restricted Subsidiaries to, directly or indirectly, conduct any business or enter into or suffer to exist any transaction or series of transactions (including the

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purchase, sale, transfer, assignment, lease, conveyance or exchange of any Property or the rendering of any service) with, or for the benefit of, any Affiliate of Hayes or the Issuer (an “Affiliate Transaction”), unless:

(a) the terms of such Affiliate Transaction are:

(1) set forth in writing, and

(2) no less favorable to Hayes, the Issuer or such Restricted Subsidiary, as the case may be, than those that could be obtained in a comparable arm’s-length transaction with a Person that is not an Affiliate of Hayes, the Issuer or such Restricted Subsidiary,

(b) if such Affiliate Transaction involves aggregate payments or value in excess of $5 million, the Board of Directors (including at least a majority of the disinterested members of the Board of Directors) approves such Affiliate Transaction and, in its good faith judgment, concludes that such Affiliate Transaction complies with clause (a)(2) of this paragraph as evidenced by a Board Resolution promptly delivered to the Trustee, and

(c) if such Affiliate Transaction involves aggregate payments or value in excess of $25 million, Hayes or the Issuer obtains a written opinion from an Independent Financial Advisor to the effect that the consideration to be paid or received in connection with such Affiliate Transaction is fair, from a financial point of view, to Hayes, the Issuer and the Restricted Subsidiaries.

Notwithstanding the foregoing limitation, Hayes, the Issuer or any of their respective Restricted Subsidiaries may enter into or suffer to exist the following:

(a) any transaction or series of transactions between Hayes and one or more Restricted Subsidiaries or between two or more Restricted Subsidiaries in the ordinary course of business including transactions effected in connection with Hayes’ tax planning, including the making of secured or unsecured intercompany loans not otherwise prohibited by the terms of the Indenture, provided that no more than 5% of the total voting power of the Voting Stock (on a fully diluted basis) of any such Restricted Subsidiary is owned by an Affiliate of Hayes or the Issuer (other than Hayes, the Issuer or a Restricted Subsidiary);

(b) any Restricted Payment permitted to be made pursuant to the covenant described under “— Limitation on Restricted Payments” or any Permitted Investment;

(c) the payment of compensation (including amounts paid pursuant to employee benefit plans) for the personal services of officers, directors and employees of Hayes, the Issuer or any of their respective Restricted Subsidiaries, so long as the Board of Directors in good faith shall have approved the terms thereof and deemed the services theretofore or thereafter to be performed for such compensation to be fair consideration therefor;

(d) agreements in effect on the Issue Date and described in the prospectus related to the Restricted Notes and any modifications, extensions or renewals thereto that are no less favorable to Hayes, the Issuer or any Restricted Subsidiary than such agreements as in effect on the Issue Date;

(e) any customary transactions between or among any of Hayes, the Issuer, any Restricted Subsidiary and any Securitization Entity in connection with a Qualified Securitization Transaction, in each case provided that such transactions are not otherwise prohibited by terms of the Indenture;

(f) any transaction or series of transactions pursuant to supply or similar agreements entered into in the ordinary course of business and consistent with past practice on customary terms, as determined by the Issuer in its good faith judgment; and

(g) any transaction or series of transactions between Hayes, the Issuer or any of their Restricted Subsidiaries with any joint venture that constitutes an Affiliate solely by virtue of Hayes’, the Issuer’s or any Restricted Subsidiary’s control of such joint venture.

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Limitation on Sale and Leaseback Transactions

Hayes and the Issuer shall not, and shall not permit any of their respective Restricted Subsidiaries to, enter into any Sale and Leaseback Transaction with respect to any Property unless:

(a) Hayes, the Issuer or such Restricted Subsidiary would be entitled to:

(1) Incur Debt in an amount equal to the Attributable Debt with respect to such Sale and Leaseback Transaction pursuant to the covenant described under “— Limitation on Debt,” and

(2) create a Lien on such Property securing such Attributable Debt without also securing the Notes or the applicable Note Guarantee pursuant to the covenant described under “— Limitation on Liens,” and

(b) such Sale and Leaseback Transaction is effected in compliance with the covenant described under “— Limitation on Asset Sales.”

The preceding restrictions will not apply to a sale and leaseback transaction entered into between Hayes, the Issuer and a Restricted Subsidiary or between Restricted Subsidiaries of Hayes effected in connection with Hayes’ tax planning.

Designation of Restricted and Unrestricted Subsidiaries

The Board of Directors may designate any Subsidiary of Hayes (other than HLI Opco, any direct or indirect parent company of HLI Opco, or the Issuer) to be an Unrestricted Subsidiary if such Subsidiary:

(a) does not own any Capital Stock or Debt of, or own or hold any Lien on any Property of, Hayes or any Restricted Subsidiary;

(b) has no Debt other than Debt:

(1) as to which neither Hayes nor any of its Restricted Subsidiaries (A) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Debt), (B) is directly or indirectly liable as a Guarantor or otherwise, or (C) constitutes the lender, provided, however, that Hayes or a Restricted Subsidiary may loan, advance or extend credit to, or Guarantee the Debt of, an Unrestricted Subsidiary at any time at or after such Subsidiary is designated as an Unrestricted Subsidiary in accordance with the covenant described under “— Limitation on Restricted Payments,”

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any Debt (other than any Guarantee permitted by the proviso to the preceding clause (1)) of Hayes or any Restricted Subsidiary to declare a default on such Debt or cause the payment thereof to be accelerated or payable prior to its Stated Maturity, and

(3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or other Property of Hayes or any Restricted Subsidiary, except for Debt that has been Guaranteed as permitted by the proviso to the preceding clause (1);

(c) is not party to any agreement, contract, arrangement or understanding with Hayes or any Restricted Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Hayes or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Hayes;

(d) is a Person with respect to which neither Hayes nor any Restricted Subsidiary has any direct or indirect obligation (1) to subscribe for additional Capital Stock or (2) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(e) has not Guaranteed or otherwise directly or indirectly provided credit support for any Debt of Hayes or any Restricted Subsidiary.

Unless so designated as an Unrestricted Subsidiary, any Person that becomes a Subsidiary of Hayes will be classified as a Restricted Subsidiary; provided, however, that such Subsidiary shall not be designated a Restricted

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Subsidiary and shall be automatically classified as an Unrestricted Subsidiary if either of the requirements set forth in clauses (x) and (y) of the second immediately following paragraph will not be satisfied after giving pro forma effect to such classification or if such Person is a Subsidiary of an Unrestricted Subsidiary.

Except as provided in the first sentence of the preceding paragraph, no Restricted Subsidiary may be redesignated as an Unrestricted Subsidiary, and none of Hayes, the Issuer nor any Restricted Subsidiary shall at any time be directly or indirectly liable for any Debt that provides that the holder thereof may (with the passage of time or notice or both) declare a default thereon or cause the payment thereof to be accelerated or payable prior to its Stated Maturity upon the occurrence of a default with respect to any Debt, Lien or other obligation of any Unrestricted Subsidiary (including any right to take enforcement action against such Unrestricted Subsidiary). Upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with this covenant, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the Trustee in its reasonable judgment, be released from any Note Guarantee previously made by such Restricted Subsidiary.

The Board of Directors may designate any Unrestricted Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma effect to such designation,

(x) Hayes could Incur at least $1.00 of additional Debt pursuant to clause (1) of the first paragraph of the covenant described under “— Limitation on Debt,” and

(y) no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Any such designation or redesignation by the Board of Directors will be evidenced to the Trustee by filing with the Trustee a Board Resolution giving effect to such designation or redesignation and an Officers’ Certificate that:

(a) certifies that such designation or redesignation complies with the foregoing provisions, and

(b) gives the effective date of such designation or redesignation,

such filing with the Trustee to occur within 45 days after the end of the fiscal quarter of the Issuer in which such designation or redesignation is made (or, in the case of a designation or redesignation made during the last fiscal quarter of Hayes’ fiscal year, within 90 days after the end of such fiscal year).

Future Guarantors

Hayes and the Issuer shall cause each Person that becomes a Domestic Restricted Subsidiary following the Issue Date, other than any Captive Insurance Subsidiaries or Securitization Entities, to execute and deliver to the Trustee a Note Guarantee at the time such Person becomes a Domestic Restricted Subsidiary. In addition, Hayes and the Issuer will cause each of their existing non-Guarantor Subsidiaries which has Guaranteed or which Guarantees any Debt of Hayes, the Issuer, any Guarantor or any Domestic Restricted Subsidiary, other than any such Guarantee or series of related Guarantees of such other Debt relating to aggregate obligations of less than $2 million, to execute and deliver to the Trustee a Guarantee agreement pursuant to which such non-Guarantor or Foreign Restricted Subsidiary will Guarantee payment of the Issuer’s obligations under the Notes for so long as and on the same terms and conditions as set forth in the Guarantee of such other Debt of Hayes, the Issuer any Guarantor or any Restricted Subsidiary given by such non-Guarantor or Restricted Foreign Subsidiary; provided, however, that any such Foreign Restricted Subsidiary will not be required to provide a Guarantee if (a) the provision of such a Guarantee would be prohibited under, or would result in a breach of, any applicable provision of the laws or regulations (or analogous restrictions) of the jurisdiction of organization of such Foreign Restricted Subsidiary or any other applicable jurisdiction (including, without limitation, laws relating to corporate benefit, financial assistance, capital preservation, fraudulent preference, thin capitalization rules, and retention of title claims), (b) would result in any risk to the officers of such Foreign Restricted Subsidiary of contravention of their fiduciary duties and/or of a reasonable likelihood of criminal or substantial civil liability, (c) would result in costs (tax, administrative or otherwise) that, in the reasonable determination of the Issuer, as evidenced in a Hayes officers’ certificate (with respect to a guarantee or series of related guarantees of other Debt relating to aggregate obligations less than $10 million) or a Hayes board resolution (with respect to a guarantee or series of related guarantees of other Debt relating to aggregate obligations in excess of $10 million) delivered to the Trustee, are materially disproportionate to the benefit obtained by the

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beneficiaries of such Guarantee or (d) result in a breach or default of an agreement binding on such Foreign Restricted Subsidiary (other than an agreement entered into for the purpose of avoiding the obligation to enter into a Guarantee) that may not be amended or otherwise modified using commercially reasonable efforts to avoid such breach or default.

Merger, Consolidation and Sale of Property

The Issuer shall not merge, consolidate or amalgamate with or into any other Person (other than a merger of a Wholly Owned Restricted Subsidiary into the Issuer) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its Property in any one transaction or series of transactions unless:

(a) the Issuer shall be the Surviving Person in such merger, consolidation or amalgamation, or the Surviving Person (if other than the Issuer) formed by such merger, consolidation or amalgamation or to which such sale, transfer, assignment, lease, conveyance or disposition is made shall be a corporation organized and existing under the laws of the Grand Duchy of Luxembourg;

(b) the Surviving Person (if other than the Issuer) expressly assumes, by supplemental indenture in form satisfactory to the Trustee in its reasonable judgment, executed and delivered to the Trustee by such Surviving Person, the due and punctual payment of the principal of, and premium, if any, and interest on, all the Notes, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by the Issuer;

(c) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of the Issuer, such Property shall have been transferred as an entirety or virtually as an entirety to one Person or a group of related persons;

(d) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (d) and clause (e) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person or any Restricted Subsidiary as a result of such transaction or series of transactions as having been Incurred by the Surviving Person or such Restricted Subsidiary at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

(e) immediately after giving effect to such transaction or series of transactions on a pro forma basis, the Issuer or the Surviving Person, as the case may be, would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”; and

(f) the Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee in its reasonable judgment, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction or series of transactions and the supplemental indenture, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied.

Hayes shall not, and Hayes and the Issuer shall not permit any other Guarantor to, merge, consolidate or amalgamate with or into any other Person (other than a merger of (i) a Wholly Owned Restricted Subsidiary into the Issuer or a Guarantor or (ii) in connection with Hayes’ tax planning, a Foreign Restricted Subsidiary that is a Guarantor into the Issuer or a Wholly Owned Restricted Subsidiary) or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its Property in any one transaction or series of transactions unless:

(a) the Surviving Person (if other than such Guarantor) expressly assumes, by supplemental indenture in form satisfactory to the Trustee in its reasonable judgment, executed and delivered to the Trustee by such Surviving Person, the due and punctual performance and observance of all the obligations of such Guarantor under its Note Guarantee and, in the case of Hayes, due and punctual performance and observance of all the covenants and conditions of the Indenture to be performed by Hayes;

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(b) in the case of a sale, transfer, assignment, lease, conveyance or other disposition of all or substantially all the Property of such Guarantor, such Property shall have been transferred as an entirety or virtually as an entirety to one Person;

(c) immediately before and after giving effect to such transaction or series of transactions on a pro forma basis (and treating, for purposes of this clause (c) and clause (d) below, any Debt that becomes, or is anticipated to become, an obligation of the Surviving Person, the Issuer or any Guarantor as a result of such transaction or series of transactions as having been Incurred by the Surviving Person, the Issuer or such Guarantor at the time of such transaction or series of transactions), no Default or Event of Default shall have occurred and be continuing;

(d) immediately after giving effect to such transaction or series of transactions on a pro forma basis, Hayes would be able to Incur at least $1.00 of additional Debt under clause (1) of the first paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”; and

(e) the Issuer shall deliver, or cause to be delivered, to the Trustee, in form and substance satisfactory to the Trustee in its reasonable judgment, an Officers’ Certificate and an Opinion of Counsel of the Issuer, each stating that such transaction or series of transactions and such Note Guarantee, if any, in respect thereto comply with this covenant and that all conditions precedent herein provided for relating to such transaction or series of transactions have been satisfied.

The foregoing provisions (other than clause (c)) shall not apply to any transaction or series of transactions which constitute an Asset Sale if Hayes has complied with the covenant described under “— Certain Covenants — Limitation on Asset Sales.”

The Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of Hayes and the Issuer under the Indenture (or of the Guarantor under the Note Guarantee, as the case may be), but the predecessor of Hayes and the Issuer in the case of:

(a) a sale, transfer, assignment, conveyance or other disposition (unless such sale, transfer, assignment, conveyance or other disposition is of all the assets of Hayes or the Issuer as an entirety or virtually as an entirety), or

(b) a lease,

shall not be released from any of the obligations or covenants under the Indenture, including with respect to the payment of the Notes and obligations of the Note Guarantees.

Payments for Consents

Hayes and the Issuer will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid or is paid to all Holders that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

SEC Reports

Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer shall file with the SEC and provide the Trustee and Holders with such annual reports and such information, documents and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such information, documents and reports (which may be reports of Hayes) to be so filed with the SEC and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that the Issuer shall not be so obligated to file such information, documents and reports with the SEC if the SEC does not permit such filings; and provided further, that so long as Hayes complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to holders of

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the Notes pursuant to this covenant may, at the option of the Issuer, be filed by and be those of Hayes rather than the Issuer.

In addition, the Issuer shall furnish to Holders and to prospective investors, upon the request of such Holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act.

Events of Default

Events of Default in respect of the Notes include:

(1) failure to make the payment of any interest, including Additional Interest, if any, on the Notes when the same becomes due and payable, and such failure continues for a period of 30 days;

(2) failure to make the payment of any principal of, or premium, if any, on, any of the Notes when the same becomes due and payable at its Stated Maturity, upon acceleration, redemption, optional redemption, required repurchase or otherwise;

(3) failure to comply with the covenant described under “— Merger, Consolidation and Sale of Property;”

(4) failure to comply with any other covenant or agreement in the Notes or in the Indenture (other than a failure that is the subject of the foregoing clause (1), (2) or (3)), and such failure continues for 60 days after written notice is given to the Issuer as provided below;

(5) a default under any Debt in an aggregate amount in excess of $25.0 million by Hayes or any Restricted Subsidiary that results in acceleration of the maturity of such Debt, or failure to pay any such Debt at maturity (the “cross acceleration provisions”);

(6) any judgment or judgments for the payment of money in an aggregate amount in excess of $25.0 million (net of applicable insurance, if any, that is not subject to any reservation of rights by the insurer) that shall be rendered against Hayes or any Restricted Subsidiary and that shall not be waived, satisfied or discharged for any period of 30 consecutive days during which a stay of enforcement shall not be in effect (the “judgment default provisions”);

(7) certain events involving bankruptcy, insolvency or reorganization (or equivalent events in foreign jurisdictions) of Hayes, HLI Opco, the Issuer or any Significant Subsidiary (the “bankruptcy provisions”); and

(8) any Note Guarantee ceases to be in full force and effect (other than in accordance with the terms of such Note Guarantee) or any Guarantor denies or disaffirms its obligations under its Note Guarantee (the “guarantee provisions”).

A Default under clause (4) is not an Event of Default until the Trustee or the Holders of not less than 25% in aggregate principal amount of the Notes and any Additional Notes then outstanding notify the Issuer of the Default and the Issuer does not cause such Default to be cured within the time specified after receipt of such notice. Such notice must specify the Default, demand that it be remedied and state that such notice is a “Notice of Default.”

The Issuer shall deliver to the Trustee, within 30 days after the occurrence thereof, written notice in the form of an Officers’ Certificate of any event that with the giving of notice or the lapse of time or both would become an Event of Default, its status and what action the Issuer is taking or proposes to take with respect thereto.

If an Event of Default with respect to the Notes (other than an Event of Default resulting from certain events involving bankruptcy, insolvency or reorganization with respect to the Issuer) shall have occurred and be continuing, the Trustee or the registered Holders of not less than 25% in aggregate principal amount of the Notes and any Additional Notes then outstanding may declare to be immediately due and payable the principal amount of all the Notes then outstanding, plus accrued but unpaid interest to the date of acceleration. In case an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization with respect to the Issuer shall occur, such amount with respect to all the Notes shall be due and payable immediately without any declaration or other act on the part of the Trustee or the Holders. After any such acceleration, but before a judgment or decree

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based on acceleration is obtained by the Trustee, the registered Holders of at least a majority in aggregate principal amount of the Notes then outstanding may, under certain circumstances, rescind and annul such acceleration if all Events of Default, other than the nonpayment of accelerated principal, premium or interest, have been cured or waived as provided in the Indenture.

Subject to the provisions of the Indenture relating to the duties of the Trustee, in case an Event of Default shall occur and be continuing, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the Holders, unless such Holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for the indemnification of the Trustee, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee with respect to the Notes.

No Holder will have any right to institute any proceeding with respect to the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, unless:

(a) such Holder has previously given to the Trustee written notice of a continuing Event of Default;

(b) the registered Holders of at least 25% in aggregate principal amount of the Notes then outstanding have made a written request and offered reasonable indemnity to the Trustee to institute such proceeding as trustee; and

(c) the Trustee shall not have received from the registered Holders of at least a majority in aggregate principal amount of the Notes then outstanding a direction inconsistent with such request and shall have failed to institute such proceeding within 60 days.

However, such limitations do not apply to a suit instituted by a Holder of any Note for enforcement of payment of the principal of, and premium, if any, or interest, including Additional Interest, if any, on, such Note on or after the respective due dates expressed in such Note.

Amendments and Waivers

Subject to certain exceptions, the Issuer and the Trustee with the consent of the registered Holders of at least a majority in aggregate principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes) may amend the Indenture and the Notes, and the registered Holders of at least a majority in aggregate principal amount of the Notes outstanding may waive any past default or compliance with any provisions of the Indenture and the Notes (except a default in the payment of principal, premium, interest, including Additional Interest, if any, and certain covenants and provisions of the Indenture which cannot be amended without the consent of each Holder of an outstanding Note). However, without the consent of each Holder of an outstanding Note, no amendment may, among other things:

(1) reduce the amount of Notes whose Holders must consent to an amendment or waiver;

(2) reduce the rate of, or extend the time for payment of, interest, including Additional Interest, if any, on, any Note;

(3) reduce the principal of, or extend the Stated Maturity of, any Note;

(4) make any Note payable in money other than that stated in the Note;

(5) impair the right of any Holder to receive payment of principal of, premium, if any, and interest, including Additional Interest, if any, on, such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or any Note Guarantee;

(6) subordinate the Notes or any Note Guarantee to any other obligation of the Issuer or the applicable Guarantor;

(7) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed, as described under “— Optional Redemption”;

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(8) reduce the premium payable upon a Change of Control or, at any time after a Change of Control has occurred, change the time at which the Change of Control Offer relating thereto must be made or at which the Notes must be repurchased pursuant to such Change of Control Offer;

(9) at any time after the Issuer is obligated to make a Prepayment Offer with the Excess Proceeds from Asset Sales, change the time at which such Prepayment Offer must be made or at which the Notes must be repurchased pursuant thereto; or

(10) make any change in any Note Guarantee that would adversely affect the Holders.

The Indenture and the Notes may be amended by the Issuer and the Trustee without the consent of any Holder to:

(1) cure any ambiguity, omission, defect or inconsistency;

(2) provide for the assumption by a Surviving Person of the obligations of Hayes and the Issuer under the Indenture;

(3) provide for uncertificated Notes in addition to or in place of certificated Notes (provided that the uncertificated Notes are issued in registered form for purposes of Section 163(f) of the Code, or in a manner such that the uncertificated Notes are described in Section 163(f)(2)(B) of the Code);

(4) add additional Guarantors with respect to the Notes or release Guarantors from Note Guarantees as provided or permitted by the terms of the Indenture;

(5) secure the Notes, release all or any portion of any security interest, add to the covenants of Hayes or the Issuer for the benefit of the Holders or surrender any right or power conferred upon Hayes or the Issuer;

(6) make any change that does not adversely affect the rights of any Holder;

(7) comply with any requirement of the SEC in connection with the qualification of the Indenture under the Trust Indenture Act; or

(8) provide for the issuance of Additional Notes in accordance with the Indenture.

The consent of the Holders is not necessary to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment. After an amendment becomes effective, the Issuer is required to mail to each registered Holder at such Holder’s address appearing in the security register a notice briefly describing such amendment. However, the failure to give such notice to all Holders, or any defect therein, will not impair or affect the validity of the amendment.

Defeasance

Hayes or the Issuer may, at any time, terminate all their obligations under the Notes and the Indenture (“legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Notes, to replace mutilated, destroyed, lost or stolen Notes and to maintain a registrar and paying agent in respect of the Notes. Hayes or the Issuer may, at any time, terminate:

(1) the Issuer’s and Hayes’ obligations under the covenants described under “— Repurchase at the Option of Holders Upon a Change of Control” and “— Certain Covenants”;

(2) the operation of the cross acceleration provisions, the judgment default provisions the bankruptcy provisions with respect to Significant Subsidiaries and the guarantee provisions described under “— Events of Default” above; and

(3) the limitations contained in clause (e) under the first paragraph of, and in the second paragraph of, “— Merger, Consolidation and Sale of Property” above (“covenant defeasance”).

Hayes or the Issuer may exercise their legal defeasance option notwithstanding their prior exercise of the covenant defeasance option.

If Hayes or the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect thereto. If Hayes or the Issuer exercises their covenant defeasance

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option, payment of the Notes may not be accelerated because of an Event of Default specified in clause (4) (with respect to the covenants described under “— Certain Covenants”), (5), (6), (7) (with respect only to Significant Subsidiaries), (8) under “— Events of Default” above or because of the failure of the Issuer to comply with clause (e) under the first paragraph of, or with the second paragraph of, “— Merger, Consolidation and Sale of Property” above. If Hayes or the Issuer exercises their legal defeasance option or covenant defeasance option, any collateral will be released and each Guarantor will be released from all its obligations under its Note Guarantee.

The legal defeasance option or the covenant defeasance option may be exercised only if:

(a) the Issuer irrevocably deposits in trust with the Trustee euros or non-callable government obligations of any member nation of the European Union whose official currency is the Euro and rated AAA or better by S&P and Aaa or better by Moody’s (“Euro Obligations”) for the payment of principal of, premium, if any, and interest, including Additional Interest, if any, on the Notes to maturity or redemption, as the case may be;

(b) the Issuer delivers to the Trustee a certificate from a nationally recognized firm of independent certified public accountants expressing their opinion that the payments of principal, premium, if any, and interest when due and without reinvestment on the deposited Euro Obligations plus any deposited money without investment will provide cash at such times and in such amounts as will be sufficient to pay principal, premium, if any, and interest when due on all the Notes to be defeased to maturity or redemption, as the case may be;

(c) 123 days pass after the deposit is made, and during the 123-day period, no Default described in clause (7) under “— Events of Default” occurs with respect to the Issuer or any other Person making such deposit which is continuing at the end of the period;

(d) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto;

(e) such deposit does not constitute a default under any other agreement or instrument binding on the Issuer;

(f) the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the trust resulting from the deposit does not constitute, or is qualified as, a regulated investment company under the Investment Company Act of 1940;

(g) in the case of the legal defeasance option, the Issuer delivers to the Trustee an Opinion of Counsel stating that:

(1) the Issuer has received from the Internal Revenue Service a ruling, or

(2) since the date of the Indenture there has been a change in the applicable federal income tax law, to the effect, in either case, that, and based thereon such Opinion of Counsel shall confirm that, the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same time as would have been the case if such defeasance has not occurred;

(h) in the case of the covenant defeasance option, the Issuer delivers to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for federal income tax purposes as a result of such covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and

(i) the Issuer delivers to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent to the defeasance and discharge of the Notes have been complied with as required by the Indenture.

Governing Law

The Indenture and the Notes are governed by the internal laws of the State of New York without reference to principles of conflicts of law.

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The Trustee

U.S. Bank National Association is the Trustee under the Indenture.

Except during the continuance of an Event of Default, the Trustee will perform only such duties as are specifically set forth in the Indenture. During the existence of an Event of Default, the Trustee will exercise such of the rights and powers vested in it under the Indenture and use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such person’s own affairs.

Certain Definitions

Set forth below is a summary of certain of the defined terms used in the Indenture. Reference is made to the Indenture for the full definition of all such terms as well as any other capitalized terms used in this “Description of the Exchange Notes” for which no definition is provided. Unless the context otherwise requires, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP (as defined below).

“Additional Assets” means:

(a) any Property (other than cash, Cash Equivalents and securities) owned by Hayes or any Restricted Subsidiary and used in a Related Business; or

(b) Capital Stock of a Person that becomes or has become a Restricted Subsidiary as a result of the acquisition of such Capital Stock by Hayes or another Restricted Subsidiary from any Person other than Hayes or an Affiliate of Hayes; provided, however, that, in the case of clause (b), such Restricted Subsidiary is primarily engaged in a Related Business.

“Additional Interest” means the additional interest, if any, to be paid on the Notes as described under “Description of the Exchange Notes — Registration Rights.”

“Affiliate” of any specified Person means:

(a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, or

(b) any other Person who is a director or officer of:

(1) such specified Person,

(2) any Subsidiary of such specified Person, or

(3) any Person described in clause (a) above.

For the purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing. For purposes of the covenants described under “— Certain Covenants — Limitation on Transactions with Affiliates and-Limitation on Asset Sales” and the definition of “Additional Assets” only, “Affiliate” shall also mean any beneficial owner of shares representing 10% or more of the total voting power of the Voting Stock (on a fully diluted basis) of Hayes or of rights or warrants to purchase such Voting Stock (whether or not currently exercisable) and any Person who would be an Affiliate of any such beneficial owner pursuant to the first sentence hereof.

“Asset Sale” means any sale, lease, transfer, issuance or other disposition (or series of related sales, leases, transfers, issuances or dispositions) by Hayes or any Restricted Subsidiary, including any disposition by means of a merger, consolidation or similar transaction (each referred to for the purposes of this definition as a “disposition”), of:

(a) any shares of Capital Stock of any Restricted Subsidiary (other than directors’ qualifying shares), or

(b) any other Property of Hayes or any Restricted Subsidiary outside of the ordinary course of business of Hayes or such Restricted Subsidiary,

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other than,

(1) any disposition by a Restricted Subsidiary to the Issuer or by Hayes, the Issuer or a Restricted Subsidiary to a Wholly Owned Restricted Subsidiary,

(2) any disposition that constitutes a Permitted Investment or Restricted Payment permitted by the covenant described under “— Certain Covenants — Limitation on Restricted Payments,”

(3) any disposition effected in compliance with the first or second paragraph of the covenant described under “— Merger, Consolidation and Sale of Property,”

(4) any disposition in a single transaction or a series of related transactions of assets for aggregate consideration of less than $5.0 million,

(5) any disposition of cash or Cash Equivalents; and

(6) any sale of accounts receivable and related assets (including contract rights) of the type specified in the definition of “Qualified Securitization Transaction” to or by a Securitization Entity for the fair market value thereof.

“Attributable Debt” in respect of a Sale and Leaseback Transaction means, at any date of determination,

(a) if such Sale and Leaseback Transaction is a Capital Lease Obligation, the amount of Debt represented thereby according to the definition of “Capital Lease Obligations,” and

(b) in all other instances, the greater of:

(1) the fair market value of the Property subject to such Sale and Leaseback Transaction at the time of the consummation thereof, and

(2) the present value (discounted at the interest rate borne by the Notes, compounded annually) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction at the time of consummation thereof (including any period for which such lease has been extended).

“Average Life” means, as of any date of determination, with respect to any Debt or Preferred Stock, the quotient obtained by dividing:

a) the sum of the product of the numbers of years (rounded to the nearest one-twelfth of one year) from the date of determination to the dates of each successive scheduled principal payment of such Debt or redemption or similar payment with respect to such Preferred Stock multiplied by the amount of such payment by

(b) the sum of all such payments.

“Board of Directors” means (a) with respect to a corporation, the board of directors of the corporation; (b) with respect to a partnership (including a société en commandite par actions), the member or Board of Directors of the general partner, as the case may be; and (c) with respect to any other Person, the board or committee of such Person serving a similar function.

“Bund Rate” means with respect to any redemption date, the mid-market yield, under the heading which represents the average for the immediately prior week, appearing on the Reuters page AABBUND01, or its successor, for the maturity corresponding to June 15, 2011 (if no maturity date is within three months before or after June 15, 2011, yields for the two published maturities most closely corresponding to June 15, 2011 shall be determined and the Bund yield shall be interpolated or extrapolated from such yields on a straight line basis, rounding to the nearest month). The Bund Rate shall be calculated on the third Business Day preceding such redemption date.

“Capital Lease Obligations” means any obligation under a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP; and the amount of Debt represented by such obligation shall be the capitalized amount of such obligations determined in accordance with GAAP; and the Stated Maturity thereof shall be the date of the last payment of rent or any other amount due under such lease prior to the first date upon which such lease

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may be terminated by the lessee without payment of a penalty. For purposes of “— Certain Covenants — Limitation on Liens,” a Capital Lease Obligation shall be deemed secured by a Lien on the Property being leased.

“Capital Stock” means, with respect to any Person, any shares or other equivalents (however designated) of any class of corporate stock or partnership interests or any other participations, rights, warrants, options or other interests in the nature of an equity interest in such Person, including Preferred Stock, but excluding any debt security convertible or exchangeable into such equity interest.

“Capital Stock Sale Proceeds” means the aggregate cash proceeds received by Hayes from the issuance or sale (other than to a Subsidiary of Hayes or an employee stock ownership plan or trust established by Hayes or any such Subsidiary for the benefit of their employees) by Hayes of its Capital Stock (other than Disqualified Stock) after the Issue Date, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, discounts or commissions and brokerage, consultant and other fees actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result thereof.

“Captive Insurance Subsidiary” means any Wholly Owned Restricted Subsidiary created solely for the purpose of, and engaged solely in the business of, purchasing or providing insurance to, or otherwise directly facilitating the provision of insurance for, Hayes and its Restricted Subsidiaries, provided that any such Wholly Owned Restricted Subsidiary shall be funded by Hayes and its Restricted Subsidiaries in the ordinary course of business solely with such amounts as are reasonably necessary to purchase, provide or facilitate insurance consistent with the past practice of Hayes and its Subsidiaries. In addition, such Wholly Owned Restricted Subsidiary shall satisfy each of the conditions required for the designation of a Subsidiary as an Unrestricted Subsidiary as set forth in clauses (a), (b), (c), (d), and (e) under the covenant “Designation of Restricted and Unrestricted Subsidiaries,” although designation as an Unrestricted Subsidiary under such covenants is not required.

“Cash Equivalents” means any of the following:

(a) Investments in Euro Obligations maturing within 365 days of the date of acquisition thereof;

(b) Investments in time deposit accounts, certificates of deposit and money market deposits maturing within 365 days of the date of acquisition thereof issued by a bank or trust company organized under the laws of the United States of America or any state thereof having capital, surplus and undivided profits aggregating in excess of $500 million and whose long-term debt is rated “A-3” or “A−” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

(c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) entered into with:

(1) a bank meeting the qualifications described in clause (b) above, or

(2) any primary government securities dealer reporting to the Market Reports Division of the Federal Reserve Bank of New York;

(d) Investments in commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation (other than an Affiliate of Hayes) organized and in existence under the laws of the United States of America with a rating at the time as of which any Investment therein is made of “P-1” (or higher) according to Moody’s or “A-1” (or higher) according to S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act));

(e) direct obligations (or certificates representing an ownership interest in such obligations) of any state of the United States of America (including any agency or instrumentality thereof) for the payment of which the

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full faith and credit of such state is pledged and which are not callable or redeemable at the issuer’s option, provided that:

(1) the long-term debt of such state is rated “A-3” or “A−” or higher according to Moody’s or S&P (or such similar equivalent rating by at least one “nationally recognized statistical rating organization” (as defined in Rule 436 under the Securities Act)), and

(2) such obligations mature within 180 days of the date of acquisition thereof; and

(f) in the case of any Foreign Restricted Subsidiary:

(1) direct obligations of the sovereign nation (or agency thereof) in which such Foreign Restricted Subsidiary is organized and is conducting business or obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof) and

(2) investment of the type and maturity described in clauses (a) through (e) above of foreign obligors, which investments or obligors have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies, and

(3) investments of the type and maturity described in clauses (a) through (e) above of foreign obligors, which investments or obligors are not rated as provided in such clauses or in (2) above but which are, in the reasonable judgment of the Issuer, comparable in investment quality to such investments and obligors, provided that the amount of such investments pursuant to this clause (f)(3) outstanding at any time shall not exceed $15 million.

“Change of Control” means the occurrence of any of the following events:

(a) Any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to either of the foregoing), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act, other than any one or more of the Permitted Holders, becomes the “beneficial owner” (as defined in Rule l3d-3 under the Exchange Act, except that a person will be deemed to have “beneficial ownership” of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the total voting power of the Voting Stock of Hayes, HLI Opco or the Issuer (for purposes of this clause (a), such person or group shall be deemed to beneficially own any Voting Stock of a corporation held by any other corporation (the “parent corporation”) so long as such person or group beneficially owns, directly or indirectly, in the aggregate at least a majority of the total voting power of the Voting Stock of such parent corporation); or

(b) the sale, transfer, assignment, lease, conveyance or other disposition, directly or indirectly, of all or substantially all the Property of Hayes, HLI Opco, the Issuer and their Restricted Subsidiaries, considered as a whole (other than a disposition of such Property as an entirety or virtually as an entirety to a Wholly Owned Restricted Subsidiary or one or more Permitted Holders), shall have occurred, or Hayes, HLI Opco or the Issuer merges, consolidates or amalgamates with or into any other Person (other than one or more Permitted Holders) or any other Person (other than one or more Permitted Holders) merges, consolidates or amalgamates with or into Hayes, HLI Opco or the Issuer in any such event pursuant to a transaction in which the outstanding Voting Stock of Hayes, HLI Opco or the Issuer is reclassified into or exchanged for cash, securities or other Property, other than any such transaction where:

(1) the outstanding Voting Stock of Hayes, HLI Opco or the Issuer is reclassified into or exchanged for other Voting Stock of Hayes, HLI Opco or the Issuer or for Voting Stock of the Surviving Person, and

(2) the holders of the Voting Stock of Hayes, HLI Opco or the Issuer immediately prior to such transaction own, directly or indirectly, not less than a majority of the Voting Stock of Hayes, HLI Opco or the Issuer or the Surviving Person immediately after such transaction and in substantially the same proportion as before the transaction; or

(c) during any period of two consecutive years, individuals who at the beginning of such period constituted the board of directors of, as relevant, Hayes, HLI Opco or the Issuer (together with any new

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directors whose election or appointment by such board or whose nomination for election by the shareholders of, as relevant, Hayes, HLI Opco or the Issuer, was approved by a vote of not less than a majority of the directors then still in office who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least a majority of the relevant board of directors then in office; or

(d) the shareholders of Hayes, HLI Opco or the Issuer shall have approved any plan of liquidation or dissolution of Hayes, HLI Opco or the Issuer, as applicable.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commodity Price Protection Agreement” means, in respect of a Person, any forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement designed to protect such Person against fluctuations in commodity prices.

“Consolidated Interest Coverage Ratio” means, as of any date of determination, the ratio of:

(a) the aggregate amount of EBITDA for the most recent four consecutive fiscal quarters in respect of which financial statements have been delivered in accordance with the terms of the Indenture to

(b) Consolidated Interest Expense for such four fiscal quarters;

provided, however, that:

(1) if

(A) since the beginning of such period Hayes or any Restricted Subsidiary has Incurred any Debt that remains outstanding or Repaid any Debt, or

(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is an Incurrence or Repayment of Debt,

Consolidated Interest Expense for such period shall be calculated after giving effect on a pro forma basis to such Incurrence or Repayment as if such Debt was Incurred or Repaid on the first day of such period, provided that the amount of Debt Incurred under revolving credit facilities shall be deemed to be the average daily balance of such Debt during such four-quarter period (or any shorter period in which such facilities are in effect) and, provided further, in the event of any such Repayment of Debt, EBITDA for such period shall be calculated as if Hayes or such Restricted Subsidiary had not earned any interest income actually earned during such period in respect of the funds used to Repay such Debt, and

(2) if

(A) since the beginning of such period Hayes or any Restricted Subsidiary shall have made any Asset Sale or an Investment (by merger or otherwise) in any Restricted Subsidiary (or any Person which becomes a Restricted Subsidiary) or an acquisition of Property which constitutes all or substantially all of an operating unit of a business,

(B) the transaction giving rise to the need to calculate the Consolidated Interest Coverage Ratio is such an Asset Sale, Investment or acquisition, or

(C) since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into Hayes or any Restricted Subsidiary since the beginning of such period) shall have made such an Asset Sale, Investment or acquisition,

then EBITDA for such period shall be calculated after giving pro forma effect to such Asset Sale, Investment or acquisition as if such Asset Sale, Investment or acquisition had occurred on the first day of such period.

If any Debt bears a floating rate of interest and is being given pro forma effect, the interest expense on such Debt shall be calculated as if the interest rate in effect for such floating rate of interest on the date of determination had been the applicable interest rate for the entire period (taking into account any Interest Rate Agreement applicable to such Debt if such Interest Rate Agreement has a remaining term in excess of 12 months). In the event

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the Capital Stock of any Restricted Subsidiary is sold during the period, Hayes shall be deemed, for purposes of clause (1) above, to have Repaid during such period the Debt of such Restricted Subsidiary to the extent Hayes and its continuing Restricted Subsidiaries are no longer liable for such Debt after such sale.

“Consolidated Interest Expense” means, for any period, the total interest expense of Hayes and its consolidated Restricted Subsidiaries (net of interest income and payments received in respect of Interest Rate Agreements), plus, to the extent not included in such total interest expense, and to the extent Incurred by Hayes or its Restricted Subsidiaries:

(a) interest expense attributable to leases constituting part of a Sale and Leaseback Transaction and to Capital Lease Obligations;

(b) amortization of debt discount and debt issuance cost, including commitment fees;

(c) capitalized interest;

(d) non-cash interest expense;

(e) commissions, discounts and other fees and charges owed with respect to letters of credit and banker’s acceptance financing;

(f) costs associated with Interest Rate Agreements (including amortization of fees);

(g) Disqualified Stock Dividends;

(h) Preferred Stock Dividends;

(i) interest Incurred in connection with Investments in discontinued operations;

(j) interest accruing on any Debt of any other Person to the extent such Debt is Guaranteed by Hayes or any of its Restricted Subsidiaries; and

(k) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Hayes) in connection with Debt Incurred by such plan or trust.

“Consolidated Net Income” means, for any period, the net income (loss) of Hayes and its consolidated Restricted Subsidiaries; provided, however, that there shall not be included in such Consolidated Net Income:

(a) any net income (loss) of any Person (other than Hayes) if such Person is not a Restricted Subsidiary, except that:

(1) subject to the exclusion contained in clause (c) below, equity of Hayes and its consolidated Restricted Subsidiaries in the net income of any such Person for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Person during such period to Hayes or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (b) below), and

(2) the equity of Hayes and its consolidated Restricted Subsidiaries in a net loss of any such Person other than an Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

(b) any net income (loss) of any Restricted Subsidiary if such Restricted Subsidiary is subject to restrictions, directly or indirectly, on the payment of dividends or the making of distributions, directly or indirectly, to Hayes or the Issuer, except that:

(1) subject to the exclusion contained in clause (c) below, the equity of Hayes and its consolidated Restricted Subsidiaries in the net income of any such Restricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash distributed by such Restricted Subsidiary during such period to Hayes or another Restricted Subsidiary as a dividend or other

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distribution (subject, in the case of a dividend or other distribution to another Restricted Subsidiary, to the limitation contained in this clause), and

(2) the equity of Hayes and its consolidated Restricted Subsidiaries in a net loss of any such Restricted Subsidiary for such period shall be included in determining such Consolidated Net Income,

(c) any gain or loss realized upon the sale or other disposition of any Property of Hayes or any of its consolidated Restricted Subsidiaries (including pursuant to any Sale and Leaseback Transaction) that is not sold or otherwise disposed of in the ordinary course of business,

(d) any extraordinary gain or loss,

(e) the cumulative effect of a change in accounting principles.

(f) any non-cash compensation expense realized for grants of performance shares, stock options or other rights to officers, directors and employees of Hayes or any Restricted Subsidiary, provided that such shares, options or other rights can be redeemed at the option of the holder only for Capital Stock of Hayes (other than Disqualified Stock), and

(g) any non-cash income or expense related to changes in the book value of Capital Stock of Hayes or its consolidated Restricted Subsidiaries.

Notwithstanding the foregoing, for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments” only, there shall be excluded from Consolidated Net Income any dividends, returns of capital, repayments of loans or advances, interest or other transfers of Property from Unrestricted Subsidiaries to Hayes or a Restricted Subsidiary to the extent such dividends, returns, repayments, interest or transfers increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

“Consolidated Net Tangible Assets” means the total assets of Hayes and its Restricted Subsidiaries, minus intangibles and current liabilities.

“Credit Facilities” means, with respect to Hayes or any Restricted Subsidiary, one or more debt or commercial paper facilities with banks or other institutional lenders (including the New Credit Facility) providing for revolving credit loans, term loans, receivables or inventory financing (including through the sale of receivables or inventory to such lenders or to special purpose, bankruptcy remote entities formed to borrow from such lenders against such receivables or inventory) or trade or standby letters of credit, in each case together with any Refinancings (including by means of sales of debt securities to institutional investors) thereof.

“Currency Exchange Protection Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, currency option, forward contract or other similar agreement or arrangement, in each case, including any Guarantee and collateral documents referred to therein, designed to protect such Person against fluctuations in currency exchange rates.

“Debt” means, with respect to any Person on any date of determination (without duplication):

(a) the principal of and premium (if any) in respect of:

(1) debt of such Person for money borrowed, and

(2) debt evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable;

(b) all Capital Lease Obligations of such Person and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by such Person;

(c) all obligations of such Person representing the deferred purchase price of Property, all conditional sale obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable arising in the ordinary course of business);

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(d) all obligations of such Person for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction (other than obligations with respect to letters of credit securing obligations (other than obligations described in (a) through (c) above) entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than the third business day following receipt by such Person of a demand for reimbursement following payment on the letter of credit);

(e) the amount of all obligations of such Person with respect to the Repayment of any Disqualified Stock or, with respect to any Subsidiary of such Person, any Preferred Stock (but excluding, in each case, any accrued dividends);

(f) all obligations of the type referred to in clauses (a) through (e) above of other Persons and all dividends of other Persons for the payment of which, in either case, such Person is responsible or liable, directly or indirectly, as obligor, guarantor or otherwise, including by means of any Guarantee;

(g) all obligations of the type referred to in clauses (a) through (f) above of other Persons secured by any Lien on any Property of such Person (whether or not such obligation is assumed by such Person), the amount of such obligation being deemed to be the lesser of the fair market value of such Property and the amount of the obligation so secured; and

(h) to the extent not otherwise included in this definition, Hedging Obligations of such Person.

The amount of Debt of any Person at any date shall be the outstanding balance, or the accreted value of such Debt in the case of Debt issued with original issue discount, at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date. The amount of Debt represented by a Hedging Obligation shall be equal to:

(1) zero if such Hedging Obligation has been Incurred pursuant to clause (f), (g) or (h) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”; or

(2) the notional amount of such Hedging Obligation if not Incurred pursuant to such clauses.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Disqualified Stock” means any Capital Stock of Hayes or any of its Restricted Subsidiaries that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable, in either case at the option of the holder thereof) or otherwise:

(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(b) is or may become redeemable or repurchaseable at the option of the holder thereof, in whole or in part, or

(c) is convertible or exchangeable at the option of the holder thereof for Debt or Disqualified Stock,

on or prior to, in the case of clause (a), (b) or (c), the first anniversary of the Stated Maturity of the Notes.

“Disqualified Stock Dividends” means all dividends with respect to Disqualified Stock of Hayes held by Persons other than a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income tax rate (expressed as a decimal number between 1 and 0) then applicable to Hayes.

“Domestic Restricted Subsidiary” means any Restricted Subsidiary other than (a) a Foreign Restricted Subsidiary or (b) a Subsidiary of a Foreign Restricted Subsidiary.

“EBITDA” means, for any period, an amount equal to, for Hayes and its consolidated Restricted Subsidiaries:

(a) the sum of Consolidated Net Income for such period, plus the following to the extent reducing Consolidated Net Income for such period:

(1) amount of any foreign, U.S. Federal, State or local taxes included in Consolidated Net Income,

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(2) Consolidated Interest Expense,

(3) depreciation,

(4) amortization of intangibles,

(5) any other non-cash items (other than any such non-cash item to the extent that it represents an accrual of, or reserve for, cash expenditures in any future period), and

(6) cash charges of up to $20 million in respect of facility closures and other restructuring activities; minus

(b) all non-cash items increasing Consolidated Net Income for such period (other than any such non-cash item to the extent that it represents a change of an accrual of, or reserve for, cash expenditures in any future period).

Notwithstanding the foregoing clause (a), the provision for taxes and the depreciation, amortization and non-cash items of a Restricted Subsidiary shall be added to Consolidated Net Income to compute EBITDA only to the extent (and in the same proportion) that the net income of such Restricted Subsidiary was included in calculating Consolidated Net Income and only if a corresponding amount would be permitted at the date of determination to be dividended to Hayes by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to such Restricted Subsidiary or its shareholders.

“Equity Offering” means a public or private offering of common stock of Hayes other than common stock registered on Form S-8 or issued to any Subsidiary of Hayes.

“Event of Default” has the meaning set forth under “— Events of Default.”

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Notes” means the notes issued in exchange for the Restricted Notes or any Additional Notes pursuant to the Registration Rights Agreement described under “Description of the Exchange Notes — Registration Rights” or any similar registration rights agreement with respect to any Additional Notes.

“fair market value” means, with respect to any Property, (a) the price that could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing buyer, neither of whom is under undue pressure or compulsion to complete the transaction and (b) in the case of any determination of fair market value for purposes of the covenant described under “— Certain Covenants — Limitation on Restricted Payments”:

(a) if such Property has a fair market value equal to or less than $5.0 million, by any Officer of the Issuer;

(b) if such Property has a fair market value in excess of $5.0 million, by at least a majority of the Board of Directors and evidenced by a Board Resolution, dated within 30 days of the relevant transaction; or

(c) if such Property has a fair market value in excess of $25 million, by an Independent Financial Advisor and evidenced by a written opinion from such Independent Financial Advisor, dated within 30 days of the relevant transaction, and delivered to the Trustee.

“Foreign Restricted Subsidiary” means any Restricted Subsidiary which is not organized under the laws of the United States of America or any State thereof or the District of Columbia and any direct or indirect Subsidiary of any such Restricted Subsidiary.

“GAAP” means accounting principles generally accepted in the United States as in effect on the Issue Date, including those set forth in:

(a) the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants;

(b) the statements and pronouncements of the Financial Accounting Standards Board;

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(c) such other statements by such other entity as approved by a significant segment of the accounting profession; and

(d) the rules and regulations of the SEC governing the inclusion of financial statements (including pro forma financial statements) in periodic reports required to be filed pursuant to Section 13 of the Exchange Act, including opinions and pronouncements in staff accounting bulletins and similar written statements from the accounting staff of the SEC.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Debt of any other Person and any obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt of such other Person (whether arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take-or-pay or to maintain financial statement conditions or otherwise) or

(b) entered into for the purpose of assuring in any other manner the obligee against loss in respect thereof (in whole or in part);

provided, however, that the term “Guarantee” shall not include:

(1) endorsements for collection or deposit in the ordinary course of business or

(2) a contractual commitment by one Person to invest in another Person for so long as such Investment is reasonably expected to constitute a Permitted Investment under clause (a), (b) or (c) of the definition of “Permitted Investment.”

The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor” means Hayes, HLI Opco, each Domestic Restricted Subsidiary (other than Captive Insurance Subsidiaries, Securitization Entities and two domestic subsidiaries that are owned by Foreign Restricted Subsidiaries) and any other Person that becomes a Guarantor pursuant to the covenant described under “— Certain Covenants — Future Guarantors” or who otherwise executes and delivers a supplemental indenture to the Trustee providing for a Note Guarantee.

“Hedging Obligation” of any Person means any obligation or liability, direct or indirect, contingent or otherwise, of such Person in respect of any Interest Rate Agreement, Currency Exchange Protection Agreement, Commodity Price Protection Agreement or any other similar agreement or arrangement.

“Holder” means a Person in whose name a Note is registered in the security register.

“Incur” means, with respect to any Debt or other obligation of any Person, to create, issue, incur (by merger, conversion, exchange or otherwise), extend, assume, Guarantee or become liable in respect of such Debt or other obligation or the recording, as required pursuant to GAAP or otherwise, of any such Debt or obligation on the balance sheet of such Person (and “Incurrence” and “Incurred” shall have meanings correlative to the foregoing); provided, however, that a change in GAAP that results in an obligation of such Person that exists at such time, and is not theretofore classified as Debt, becoming Debt shall not be deemed an Incurrence of such Debt; provided further, however, that any Debt or other obligations of a Person existing at the time such Person becomes a Subsidiary (whether by merger, consolidation, acquisition or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it becomes a Subsidiary.

“Independent Financial Advisor” means an investment banking firm of national standing or any third party appraiser of national standing, provided that such firm or appraiser is not an Affiliate of Hayes.

“Interest Rate Agreement” means, for any Person, any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement, in each case, including any Guarantee and collateral documents referred to therein designed to protect such Person against fluctuations in interest rates.

“Investment” by any Person means any direct or indirect loan (other than advances to customers in the ordinary course of business that are recorded as accounts receivable on the balance sheet of such Person), advance or other

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extension of credit or capital contribution (by means of transfers of cash or other Property to others or payments for Property or services for the account or use of others, or otherwise) to, or Incurrence of a Guarantee of any obligation of, or purchase or acquisition of Capital Stock, bonds, notes, debentures or other securities or evidence of Debt issued by, any other Person. For purposes of the covenants described under “— Certain Covenants — Limitation on Restricted Payments” and “— Designation of Restricted and Unrestricted Subsidiaries” and the definition of “Restricted Payment,” the term “Investment” shall include the portion (proportionate to Hayes’ beneficial equity interest in such Subsidiary) of the fair market value of the net worth of any Subsidiary of Hayes at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, Hayes shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary of an amount (if positive) equal to:

(a) Hayes’ “Investment” in such Subsidiary at the time of such redesignation, less

(b) the portion (proportionate to Hayes’ equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation.

In determining the amount of any Investment made by transfer of any Property other than cash, such Property shall be valued at its fair market value at the time of such Investment.

“Issue Date” means the date on which the Restricted Notes were initially issued.

“Lien” means, with respect to any Property of any Person, any mortgage or deed of trust, pledge, hypothecation, assignment, deposit arrangement, security interest, lien, charge, easement (other than any easement not materially impairing usefulness or marketability), encumbrance, preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever on or with respect to such Property (including any Capital Lease Obligation, conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing or any Sale and Leaseback Transaction).

“Managing Shareholder” means Hayes Lemmerz Finance LLC, a Delaware limited liability company (or any successor thereto) and managing shareholder of the Issuer.

“Moody’s” means Moody’s Investors Service, Inc. or any successor to the rating agency business thereof.

“Net Available Cash” from any Asset Sale means cash payments received therefrom (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Debt or other obligations relating to the Property that is the subject of such Asset Sale or received in any other non-cash form), in each case net of:

(a) all legal, title and recording tax expenses, commissions and other fees and expenses incurred, and all Federal, state, provincial, foreign and local taxes required to be accrued as a liability under GAAP, as a consequence of such Asset Sale;

(b) all payments made on or in respect of any Debt that is secured by any Property subject to such Asset Sale, in accordance with the terms of the Lien on such Property securing such Debt, or which must by its terms, or in order to obtain a necessary consent to such Asset Sale, or by applicable law, be repaid out of the proceeds of such Asset Sale;

(c) distributions and other payments required to be made to minority interest holders in Subsidiaries or joint ventures as a result of such Asset Sale; and

(d) the deduction of appropriate amounts provided by the seller as a reserve, in accordance with GAAP, against any liabilities associated with the Property disposed of in such Asset Sale and retained by Hayes or any Restricted Subsidiary after such Asset Sale.

“New Credit Facility” means the credit facilities provided under a certain credit agreement dated on or about the Issue Date among Hayes, HLI Opco, the Issuer, the lenders from time to time party thereto, Citicorp North America, Inc., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent, including any related notes, collateral documents, letters of credit and documentation and guarantees and any appendices, exhibits

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or schedules to any of the preceding, as well as any or all of such agreements (or any other agreement that Refinances any of or all such agreements), as may be amended, restated, modified or supplemented from time to time, or renewed, refunded, refinanced, restructured, replaced, repaid or extended from time to time, whether with the original agents and lenders or other agents or lenders.

“Note Guarantee” means a Guarantee of the Issuer’s obligations with respect to the Notes on the terms set forth in the Indenture.

“Obligations” means all obligations for principal, premium, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Debt.

“Officer” means the Chief Executive Officer, the President, the Chief Financial Officer, Treasurer or any Vice President of the Managing Shareholder.

“Officers’ Certificate” means a certificate signed by two Officers, at least one of whom shall be the principal executive officer or principal financial officer of the Managing Shareholder, and delivered to the Trustee.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Issuer or the Trustee.

“Permitted Holders” means (a) Deutsche Bank Securities Inc. and its Affiliates (only as a result of Capital Stock acquired through the $180 million equity rights offering of Hayes) and (b) Silver Point Capital, L.P. and its Affiliates (only as a result of Capital Stock acquired through the $180 million equity rights offering of Hayes). In addition, Hayes shall be a Permitted Holder with respect to HLI Opco and HLI Opco shall be a Permitted Holder with respect to the Issuer.

“Permitted Investment” means any Investment by Hayes, the Issuer or any of their Restricted Subsidiaries in:

(a) Hayes or any Restricted Subsidiary;

(b) any Person that will, upon the making of such Investment, become a Restricted Subsidiary, provided that the primary business of such Restricted Subsidiary is a Related Business;

(c) any Person if as a result of such Investment such Person is merged or consolidated with or into, or transfers or conveys all or substantially all of its Property to, Hayes or a Restricted Subsidiary, provided that such Person’s primary business is a Related Business;

(d) Cash Equivalents;

(e) receivables owing to Hayes or a Restricted Subsidiary, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided, however, that such trade terms may include such concessionary trade terms as Hayes or such Restricted Subsidiary deems reasonable under the circumstances;

(f) payroll, travel and similar advances to cover matters that are expected at the time of such advances ultimately to be treated as expenses for accounting purposes and that are made in the ordinary course of business;

(g) loans and advances to employees made in the ordinary course of business consistent with past practices of Hayes or such Restricted Subsidiary, as the case may be, provided that such loans and advances do not exceed $2.5 million in the aggregate at any one time outstanding;

(h) stock, obligations or other securities received in settlement of obligations created in the ordinary course of business and owing to Hayes or a Restricted Subsidiary or in satisfaction of judgments;

(i) any Person to the extent such Investment represents the non-cash portion of the consideration received in connection with (A) an Asset Sale consummated in compliance with the covenant described under “— Certain Covenants — Limitation on Asset Sales,” or (B) any disposition of Property not constituting an Asset Sale;

(j) a Securitization Entity or any Investment by a Securitization Entity in any other Person in connection with a Qualified Securitization Transaction; provided that any Investment in a Securitization Entity is in the

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form of a Purchase Money Note, contribution of additional receivables and related assets or any equity interests; and

(k) Investments made in Permitted Joint Ventures not to exceed $25 million in the aggregate outstanding at any one time; and

(l) other Investments made for fair market value that do not exceed $75 million in the aggregate outstanding at any one time.

“Permitted Liens” means:

(a) Liens to secure Debt permitted to be Incurred under clause (b) of the definition of “Permitted Debt” in the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”, Liens to secure obligations with respect to cash management arrangements entered into in the ordinary course of business, Liens to secure Debt permitted to be Incurred under clause (f) of such definition to the extent they relate to Debt permitted under clause (b) of such definition and Liens to secure Debt permitted to be Incurred under clauses (g) and (h) of such definition;

(b) Liens to secure Debt permitted to be Incurred under clause (c) of the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt,” provided that any such Lien may not extend to any Property of Hayes or any Restricted Subsidiary, other than the Property acquired, constructed or leased with the proceeds of such Debt and any improvements or accessions to such Property;

(c) Liens for taxes, assessments or governmental charges or levies on the Property of Hayes or any Restricted Subsidiary if the same shall not at the time be delinquent or thereafter can be paid without penalty, or are being contested in good faith and by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision that shall be required in conformity with GAAP shall have been made therefor;

(d) Liens imposed by law, such as carriers’, warehousemen’s, landlord’s, materialmen’s and mechanics’ Liens and other similar Liens, on the Property of Hayes or any Restricted Subsidiary arising in the ordinary course of business and securing payment of obligations that are not more than 60 days past due or are being contested in good faith and by appropriate proceedings;

(e) Liens on the Property of Hayes or any Restricted Subsidiary Incurred in the ordinary course of business to secure performance of obligations with respect to statutory or regulatory requirements, performance or return-of-money bonds, surety bonds or other obligations of a like nature and Incurred in a manner consistent with industry practice, in each case which are not Incurred in connection with the borrowing of money, the obtaining of advances or credit or the payment of the deferred purchase price of Property and which do not in the aggregate impair in any material respect the use of Property in the operation of the business of Hayes and the Restricted Subsidiaries taken as a whole;

(f) Liens on Property at the time Hayes or any Restricted Subsidiary acquired such Property, including any acquisition by means of a merger or consolidation with or into Hayes or any Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of Hayes or any Restricted Subsidiary; provided further, however, that such Liens shall not have been Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Property was acquired by Hayes or any Restricted Subsidiary;

(g) Liens on the Property of a Person at the time such Person becomes a Restricted Subsidiary; provided, however, that any such Lien may not extend to any other Property of Hayes or any other Restricted Subsidiary that is not a direct Subsidiary of such Person; provided further, however, that any such Lien was not Incurred in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Restricted Subsidiary;

(h) pledges or deposits by Hayes or any Restricted Subsidiary under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Debt) or leases to which Hayes or any Restricted Subsidiary is party, or

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deposits to secure public or statutory obligations of Hayes, or deposits for the payment of rent, in each case Incurred in the ordinary course of business;

(i) utility easements, building and zoning restrictions and such other encumbrances or charges against real Property as are of a nature generally existing with respect to properties of a similar character;

(j) Liens on the Capital Stock of any joint venture that is not a Subsidiary of Hayes or any Restricted Subsidiary, provided, that such Lien secures only obligations of such joint venture;

(k) Liens existing on the Issue Date not otherwise described in clauses (a) through (j) above;

(l) Liens not otherwise described in clauses (a) through (k) above on the Property of any Restricted Subsidiary that is not a Guarantor to secure any Debt permitted to be Incurred by such Restricted Subsidiary pursuant to the covenant described under “Certain Covenants — Limitation on Debt”;

(m) Liens on the Property of Hayes or any Restricted Subsidiary to secure any Refinancing, in whole or in part, of any Debt secured by Liens referred to in clause (b), (f), (g) or (k) above; provided, however, that any such Lien shall be limited to all or part of the same Property that secured the original Lien (together with improvements and accessions to such Property), and the aggregate principal amount of Debt that is secured by such Lien shall not be increased to an amount greater than the sum of:

(1) the outstanding principal amount, or, if greater, the committed amount, of the Debt secured by Liens described under clause (b), (f), (g) or (k) above, as the case may be, at the time the original Lien became a Permitted Lien under the Indenture;

(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs related to such Refinancing; and

(3) accrued and unpaid interest on the Debt being Refinanced;

(n) Liens on accounts receivable and related assets of the type specified in the definition “Qualified Securitization Transaction” transferred to a Securitization Entity in a Qualified Securitization Transaction;

(o) Liens created by Sale and Leaseback Transactions not involving Capital Lease Obligations;

(p) Liens securing Debt permitted to be Incurred under clauses (d), (k) and (l) of the definition of “Permitted Debt” in the second paragraph of the covenant described under “— Certain Covenants — Limitation on Debt”; and

(q) Liens not otherwise permitted by clauses (a) through (p) above encumbering Property having an aggregate fair market value not in excess of $20 million.

“Permitted Refinancing Debt” means any Debt that Refinances any other Debt, including any successive Refinancing, so long as:

(a) such Debt is in an aggregate principal amount (or if Incurred with original issue discount, an aggregate issue price) not in excess of the sum of:

(1) the aggregate principal amount (or if Incurred with original issue discount, the aggregate accreted value) then outstanding of the Debt being Refinanced plus accrued and unpaid interest, and

(2) an amount necessary to pay any fees and expenses, including premiums and defeasance costs, related to such Refinancing;

(b) the Average Life of such Debt is equal to or greater than the Average Life of the Debt being Refinanced;

(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of the Debt being Refinanced; and

(d) the new Debt shall not be senior in right of payment to the Debt that is being Refinanced,

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provided, however, that Permitted Refinancing Debt shall not include:

(1) Debt of a Subsidiary of Hayes other than the Issuer that is not a Guarantor that Refinances Debt of the Issuer or a Guarantor; or

(2) Debt of Hayes or a Restricted Subsidiary that Refinances Debt of an Unrestricted Subsidiary.

“Person” means any individual, corporation, company (including any limited liability company), association, partnership, joint venture, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Preferred Stock” means any Capital Stock of a Person, however designated, which entitles the holder thereof to a preference with respect to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of any other class of Capital Stock issued by such Person.

“Preferred Stock Dividends” means all dividends with respect to Preferred Stock of Restricted Subsidiaries held by Persons other than Hayes or a Wholly Owned Restricted Subsidiary. The amount of any such dividend shall be equal to the quotient of such dividend divided by the difference between one and the maximum statutory federal income rate (expressed as a decimal number between 1 and 0) then applicable to the issuer of such Preferred Stock.

“pro forma” means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors after consultation with the independent certified public accountants of the Issuer, or otherwise a calculation made in good faith by the Board of Directors after consultation with the independent certified public accountants of the Issuer, as the case may be.

“Property” means, with respect to any Person, any interest of such Person in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, including Capital Stock in, and other securities of, any other Person. For purposes of any calculation required pursuant to the Indenture, the value of any Property shall be its fair market value.

“Purchase Money Debt” means Debt:

(a) consisting of the deferred purchase price of Property, conditional sale obligations, obligations under any title retention agreement, other purchase money obligations and obligations in respect of industrial revenue bonds, in each case where the maturity of such Debt at the time of Incurrence thereof does not exceed the anticipated useful life of the Property being financed; and

(b) Incurred to finance the acquisition, construction or lease by the Issuer or a Guarantor of such Property, including additions and improvements thereto,

provided, however, that such Debt is Incurred within 180 days after the acquisition, construction or lease of such Property by the Issuer or such Guarantor.

“Purchase Money Note” means a promissory note evidencing a line of credit, or evidencing other Debt owed to Hayes or any Restricted Subsidiary in connection with a Qualified Securitization Transaction, which note shall be repaid from cash available to the maker of such note, other than amounts required to be established as reserves, amounts paid to investors in respect of interest, principal and other amounts owing to such investors and amounts paid in connection with the purchase of newly generated accounts receivable.

“Qualified Securitization Transaction” means any transaction or series of transactions that may be entered into by Hayes or any Restricted Subsidiary pursuant to which Hayes or any Restricted Subsidiary may sell, convey or otherwise transfer pursuant to customary terms to: (a) a Securitization Entity (in the case of a transfer by Hayes or any Restricted Subsidiary); and (b) any other Person (in the case of transfer by a Securitization Entity), or may grant a security interest in any accounts receivable (whether now existing or arising or acquired in the future) of Hayes or any Restricted Subsidiary, and any assets related thereto including all collateral securing such accounts receivable, all contracts and contract rights and all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and other assets (including contract rights) which are customarily transferred

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or in respect of which security interests are customarily granted in connection with asset securitization transactions involving accounts receivable.

“Refinance” means, in respect of any Debt, to refinance, extend, renew, refund or Repay, or to issue other Debt, in exchange or replacement for, such Debt. “Refinanced” and “Refinancing” shall have correlative meanings.

“Related Business” means any business that is related, ancillary or complementary to the businesses of the Issuer and the Restricted Subsidiaries on the Issue Date.

“Repay” means, in respect of any Debt, to repay, prepay, repurchase, redeem, legally defease or otherwise retire such Debt. “Repayment” and “Repaid” shall have correlative meanings. For purposes of the covenant described under “— Certain Covenants — Limitation on Asset Sales” and the definition of “Consolidated Interest Coverage Ratio,” Debt shall be considered to have been Repaid only to the extent the related loan commitment, if any, shall have been permanently reduced in connection therewith.

“Restricted Payment” means:

(a) any dividend or distribution (whether made in cash, securities or other Property) declared or paid on or with respect to any shares of Capital Stock of Hayes or any Restricted Subsidiary (including any payment in connection with any merger or consolidation with or into Hayes or any Restricted Subsidiary), except for any dividend or distribution that is made solely to Hayes or a Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned Restricted Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro rata basis or on a basis that results in the receipt by Hayes or a Restricted Subsidiary of dividends or distributions of greater value than it would receive on a pro rata basis) or any dividend or distribution payable solely in shares of Capital Stock (other than Disqualified Stock) of Hayes;

(b) the purchase, repurchase, redemption, acquisition or retirement for value of any Capital Stock of Hayes or any Restricted Subsidiary or any securities exchangeable for or convertible into any such Capital Stock (other than from Hayes or a Restricted Subsidiary), including the exercise of any option to exchange any Capital Stock (other than for or into Capital Stock of Hayes that is not Disqualified Stock);

(c) the purchase, repurchase, redemption, acquisition or retirement for value, prior to the date for any scheduled maturity, sinking fund or amortization or other installment payment, of any Subordinated Obligation (other than the purchase, repurchase or other acquisition of any Subordinated Obligation purchased in anticipation of satisfying a scheduled maturity, sinking fund or amortization or other installment obligation, in each case due within one year of the date of acquisition);

(d) any Investment (other than Permitted Investments) in any Person; or

(e) the issuance, sale or other disposition of Capital Stock of any Restricted Subsidiary to a Person other than Hayes or a Restricted Subsidiary if the result thereof is that such Restricted Subsidiary shall cease to be a Restricted Subsidiary, in which event the amount of such “Restricted Payment” shall be the fair market value of the remaining interest, if any, in such former Restricted Subsidiary held by Hayes and the other Restricted Subsidiaries.

“Restricted Subsidiary” means HLI Opco and any other Subsidiary of Hayes other than an Unrestricted Subsidiary.

“S&P” means Standard & Poor’s Ratings Services or any successor to the rating agency business thereof.

“Sale and Leaseback Transaction” means any direct or indirect arrangement relating to Property now owned or hereafter acquired whereby Hayes or a Restricted Subsidiary transfers such Property to another Person and Hayes or a Restricted Subsidiary leases it from such Person, provided, however, that a Sale and Leaseback Transaction shall not include any transfer and leaseback of any Property completed with 90 days of the acquisition of such Property by Hayes or any Restricted Subsidiary.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

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“Securitization Entity” means any Wholly Owned Subsidiary of Hayes or any Restricted Subsidiary (or another Person in which Hayes or any Restricted Subsidiary makes an Investment and to which Hayes or any Restricted Subsidiary transfers accounts receivables and related assets):

(a) which engages in no activities other than in connection with the financing of accounts receivable and related assets;

(b) which is designated by the Board of Directors (as provided below) as a Securitization Entity;

(c) no portion of the Debt or any other Obligations (contingent or otherwise) of which

(i) is guaranteed by Hayes or any Restricted Subsidiary (excluding guarantees of Obligations (other than the principal of, and interest on, Debt)) pursuant to Standard Securitization Undertakings and guarantees by the Securitization Entity,

(ii) is recourse to or obligates Hayes or any Restricted Subsidiary (other than the Securitization Entity) in any way other than pursuant to Standard Securitization Undertakings or

(iii) subjects any property or asset of Hayes or any Restricted Subsidiary (other than the Securitization Entity), directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than pursuant to Standard Securitization Undertakings and other than any interest in the accounts receivable and related assets being financed (whether in the form of any equity interest in such assets or subordinated indebtedness payable primarily from such financed assets) retained or acquired by Hayes or any Restricted Subsidiary;

(d) with which none of Hayes nor any Restricted Subsidiary has any material contract, agreement, arrangement or understanding other than those customary for a Qualified Securitization Transaction and, in any event, on terms no less favorable to Hayes or such Restricted Subsidiary than those that might be obtained at the time from Persons that are not Affiliates of Hayes or such Restricted Subsidiary; and

(e) to which none of Hayes nor any Restricted Subsidiary has any obligation to maintain or preserve such entity’s financial condition or cause such entity to achieve certain levels of operating results. Any such designation by the Board of Directors shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors giving effect to such designation and an officers’ certificate certifying that such designation complied with the foregoing conditions.

“Senior Debt” of the Issuer means:

(a) all obligations consisting of the principal, premium, if any, and accrued and unpaid interest (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization relating to the Issuer to the extent post-filing interest is allowed in such proceeding) in respect of

(1) Debt of the Issuer for borrowed money, and

(2) Debt of the Issuer evidenced by notes, debentures, bonds or other similar instruments permitted under the Indenture for the payment of which the Issuer is responsible or liable;

(b) all Capital Lease Obligations of the Issuer and all Attributable Debt in respect of Sale and Leaseback Transactions entered into by the Issuer;

(c) all obligations of the Issuer

(1) for the reimbursement of any obligor on any letter of credit, banker’s acceptance or similar credit transaction,

(2) under Hedging Obligations, or

(3) issued or assumed as the deferred purchase price of Property and all conditional sale obligations of the Issuer and all obligations under any title retention agreement permitted under the Indenture; and

(d) all obligations of other Persons of the type referred to in clauses (a), (b) and (c) for the payment of which the Issuer is responsible or liable as Guarantor,

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provided, however, that Senior Debt shall not include:

(A) Debt of the Issuer that is by its terms subordinate in right of payment to the Notes, including any Subordinated Debt;

(B) any Debt Incurred in violation of the provisions of the Indenture;

(C) accounts payable or any other obligations of the Issuer to trade creditors created or assumed by the Issuer in the ordinary course of business in connection with the obtaining of materials or services (including Guarantees thereof or instruments evidencing such liabilities);

(D) any liability for Federal, state, local or other taxes owed or owing by the Issuer;

(E) any obligation of the Issuer to any of its Subsidiaries; or

(F) any obligations with respect to any Capital Stock of the Issuer.

“Senior Debt” of any Guarantor shall have a correlative meaning.

“Significant Subsidiary” means any “significant Subsidiary” of Hayes within the meaning of Rule 1-02 under Regulation S-X promulgated by the SEC.

“Standard Securitization Undertakings” means representations, warranties, covenants and indemnities entered into by Hayes or any Restricted Subsidiary which are reasonably customary in an accounts receivable securitization transaction.

“Stated Maturity” means, with respect to any security, the date specified in such security as the fixed date on which the payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision (but excluding any provision providing for the repurchase of such security at the option of the holder thereof upon the happening of any contingency beyond the control of the Issuer unless such contingency has occurred).

“Subordinated Debt” means any Debt of the Issuer or any Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is subordinate or junior in right of payment to the Notes or the applicable Note Guarantee pursuant to a written agreement to that effect.

“Subsidiary” means, in respect of any Person, any corporation, company (including any limited liability company), association, partnership, joint venture or other business entity of which at least a majority of the total voting power of the Voting Stock is at the time owned or controlled, directly or indirectly, by:

(a) such Person;

(b) such Person and one or more Subsidiaries of such Person; or

(c) one or more Subsidiaries of such Person.

“Surviving Person” means the surviving Person formed by a merger, consolidation or amalgamation and, for purposes of the covenant described under “— Merger, Consolidation and Sale of Property,” a Person to whom all or substantially all of the Property of the Issuer or a Guarantor is sold, transferred, assigned, leased, conveyed or otherwise disposed.

“Unrestricted Subsidiary” means:

(a) any Subsidiary of Hayes that is designated after the Issue Date as an Unrestricted Subsidiary as permitted or required pursuant to the covenant described under “— Certain Covenants — Designation of Restricted and Unrestricted Subsidiaries” and is not thereafter redesignated as a Restricted Subsidiary as permitted pursuant thereto; and

(b) any Subsidiary of an Unrestricted Subsidiary.

“U.S. Dollar Equivalent” means, with respect to any monetary amount in a currency other than U.S. dollars, at any time of determination thereof, the amount of U.S. dollars obtained by converting such foreign currency involved in such computation into U.S. dollars at the spot rate for purchase of U.S. dollars with the applicable foreign

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currency as published in the Financial Times on the date two business days prior to such determination, provided, that if any such amount is subject to at least a coterminous Currency Exchange Protection Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such amount, the amount of such currency will be as provided in the Currency Exchange Protection Agreement.

Whenever it is necessary to determine whether Hayes or a Restricted Subsidiary has complied with any covenant in the Indenture or a Default has occurred or is continuing and an amount is expressed in a currency other than U.S. dollars, such amount will be treated as the U.S. Dollar Equivalent determined as of the date such amount is initially determined in such currency.

“Voting Stock” of any Person means all classes of Capital Stock or other interests (including partnership interests) of such Person then outstanding and normally entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof.

“Wholly Owned Restricted Subsidiary” means, at any time, a Restricted Subsidiary all the Voting Stock of which (except directors’ qualifying shares and other de minimis amounts of shares required to be issued to third parties pursuant to local law requirements) is at such time owned, directly or indirectly, by Hayes and its other Wholly Owned Subsidiaries.

“Wholly Owned Subsidiary” means, at any time, a Subsidiary all the Voting Stock of which (except directors’ qualifying shares and other de minimis amounts of shares required to be issued to third parties pursuant to local law requirements) is at such time owned, directly or indirectly, by Hayes and its other Wholly Owned Restricted Subsidiaries.

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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following is a general discussion of certain United States federal income tax consequences of (1) the exchange of the Restricted Notes for the Exchange Notes under the Exchange Offer and (2) the ownership and disposition of the Exchange Notes. This summary applies only to a holder of Restricted Notes that purchased the Restricted Notes for cash at the initial offering for the original offering price. This discussion is based upon the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and existing and proposed Treasury regulations, and interpretations of the foregoing, all of which are subject to change or differing interpretation, possibly with retroactive effect.

This summary does not include any description of the tax laws of any state, local or non-United States government that may be applicable to a particular holder of Notes and does not consider any aspects of United States federal tax law other than income taxation. In addition, this summary does not address tax consequences applicable to holders of Notes that may be subject to special tax rules, such as dealers or traders in securities or foreign currencies, financial institutions or “financial services entities,” banks, thrifts, insurance companies, partnerships or other pass-through entities for United States federal income tax purposes, regulated investment companies, tax-exempt entities, persons that hold Notes as a part of a hedge, straddle, conversion transaction, constructive sale or other arrangement involving more than one position, persons who received Notes as compensation, persons who have elected mark-to-market accounting, persons liable for alternative minimum tax, or persons who have ceased to be United States citizens or to be taxed as resident aliens. This summary also does not address tax consequences to U.S. Holders (as defined below) whose “functional currency” is not the U.S. dollar. If a partnership holds Notes, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A person that is a partner of a partnership holding the Restricted Notes should consult its tax advisor regarding the tax consequences of the acquisition, ownership and disposition of the Exchange Notes.

Holders of the Restricted Notes should consult their tax advisors in determining the particular United States federal income tax consequences to them of the acquisition, ownership and disposition of the Exchange Notes, as well as the application of state, local, foreign or other tax laws.

Exchange Offer

The exchange of Restricted Notes for Exchange Notes pursuant to the Exchange Offer will not be treated as a taxable event for United States federal income tax purposes. Consequently, a holder of Restricted Notes will not recognize gain or loss, for United States federal income tax purposes, as a result of exchanging Restricted Notes for Exchange Notes pursuant to the Exchange Offer. The holder’s holding period for the Exchange Notes will be the same as its holding period for the Restricted Notes and the holder’s adjusted tax basis in the Exchange Notes will be the same as its adjusted tax basis in the Restricted Notes as determined immediately before the exchange.

Ownership and Disposition of the Exchange Notes

Status of the Issuer for United States Federal Income Tax Purposes

The Issuer has elected to be treated as a disregarded entity for United States federal income tax purposes. Accordingly, for United States federal income tax purposes, the Exchange Notes will be treated as having been issued by HLI Opco, which is the Issuer’s sole owner for United States federal income tax purposes.

Consequences to U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of the Exchange Notes that is, for United States federal income tax purposes: (a) an individual who is a citizen or resident of the United States; (b) a corporation (or other business entity treated as a corporation) created or organized in or under the laws of the United States or any state thereof (including the District of Columbia); (c) an estate the income of which is subject to United States federal income taxation regardless of its source; or (d) a trust if a court within the United States can exercise primary supervision over its administration, and one or more United States persons have the authority to control all of its substantial decisions, or a trust in existence on August 20, 1996 and treated as a United States person before such date that timely elected to continue to be treated as a United States person.

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Payments of Interest

A U.S. Holder that uses the cash method of tax accounting will be required to include in income the U.S. dollar value of the euro-denominated interest payment on an Exchange Note based on the spot rate of exchange on the date of receipt. No foreign currency exchange gain or loss will be recognized with respect to the receipt of such payment (other than foreign currency exchange gain or loss realized on the disposition of the euros so received, see “— Transactions in Euros,” below).

A U.S. Holder that uses the accrual method of tax accounting will accrue interest income on an Exchange Note in euros and translate the amount accrued into U.S. dollars based on:

•  the average exchange rate in effect during the interest accrual period, or portion thereof within such holder’s taxable year; or

•  at such holder’s election, at the spot rate of exchange on (1) the last day of the accrual period, or the last day of the taxable year within such accrual period if the accrual period spans more than one taxable year, or (2) the date of receipt, if such date is within five business days of the last day of the accrual period.

Such election must be applied consistently by the U.S. Holder to all debt instruments from year to year and can be changed only with the consent of the Internal Revenue Service (the “IRS”). A U.S. Holder that uses the accrual method of tax accounting will recognize foreign currency exchange gain or loss on the receipt of an interest payment if the spot rate of exchange on the date the payment is received differs from the rate applicable to a previous accrual of that interest income. Such foreign currency exchange gain or loss will be treated as ordinary income or loss, but generally will not be treated as an adjustment to interest income received on the Exchange Notes.

Payment of Additional Amounts

If any foreign taxes are withheld with respect to interest payments on the Exchange Notes, a U.S. Holder would be required to include in income any Additional Amounts (as described under “Description of the Exchange Notes-Additional Amounts” in this prospectus) paid and any tax withheld from the interest payment, notwithstanding that such withheld tax is not in fact received by such U.S. Holder. A U.S. Holder may be entitled to deduct or credit this tax, subject to certain limitations (including that the election to deduct or credit foreign taxes applies to all foreign taxes for a particular year). Such interest income (including foreign taxes withheld from the interest payments and any Additional Amounts) on an Exchange Note generally will be considered United States source income and, for purposes of certain limitations imposed on the United States foreign tax credit, generally will be considered passive income. The calculation of foreign tax credits or deductions and the timing thereof for United States federal income tax purposes involves the application of complex rules that depend upon a U.S. Holder’s particular circumstances. Accordingly, U.S. Holders are urged to consult their tax advisors regarding the creditability or deductibility of such taxes.

Disposition of the Exchange Notes

Upon the sale, exchange, retirement at maturity, redemption or other taxable disposition of an Exchange Note (collectively, a “disposition”), except as noted below with respect to foreign currency exchange gain or loss, a U.S. Holder generally will recognize capital gain or loss equal to the difference between the amount realized by such holder (except to the extent such amount is attributable to accrued but unpaid interest, which will be treated as ordinary interest income if such interest has not been previously included in income) and such holder’s adjusted tax basis in the Exchange Note. A holder’s adjusted tax basis in an Exchange Note will be the same as such holder’s adjusted tax basis in the Restricted Note surrendered in exchange for the Exchange Note, as determined immediately before the exchange. Upon the disposition of an Exchange Note, the amount realized by a U.S. Holder will generally be the U.S. dollar value of the euros received.

If the Exchange Notes are traded on an established securities market, a U.S. Holder that uses the cash method of tax accounting, and if it so elects, a U.S. Holder that uses the accrual method of tax accounting, will determine the U.S. dollar value of the amount of euros realized by translating such amount at the spot rate of exchange on the settlement date of the disposition. The election available to accrual basis U.S. Holders discussed above must be applied consistently by the U.S. Holder to all debt instruments from year to year and can be changed only with the consent of the IRS.

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Any capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period for the Exchange Notes exceeds one year. A holder’s holding period for the Exchange Notes will include such holder’s holding period for the Restricted Notes surrendered in exchange for the Exchange Notes. Long-term capital gains recognized by non-corporate holders are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Gain or loss recognized by a U.S. Holder on a disposition of an Exchange Note generally will be treated as ordinary income or loss to the extent that the gain or loss is attributable to changes in foreign currency exchange rates during the holder’s holding period for the Exchange Note. Such foreign currency exchange gain or loss will equal the difference between (1) the U.S. dollar value of the euro purchase price calculated at the spot rate of exchange on the date such payment is received or the Exchange Note is disposed of, and (2) the U.S. dollar value of the euro purchase price calculated at the spot rate of exchange on the date of purchase of the Restricted Note surrendered in exchange for the Exchange Note. The realization of such foreign currency exchange gain or loss will be limited to the amount of overall gain or loss realized on the disposition of the Exchange Note.

Transactions in Euros

Euros received as interest on, or on a disposition of, an Exchange Note will have a tax basis equal to their U.S. dollar value at the time such interest is received or at the time such proceeds from disposition are received. The amount of gain or loss recognized on a sale or other disposition of such euros will be equal to the difference between (1) the amount of U.S. dollars, or the fair market value in U.S. dollars of the other property received in such sale or other disposition, and (2) the U.S. Holder’s tax basis in such euros.

Information Reporting and Backup Withholding

Information reporting will generally apply to payments of principal and interest on an Exchange Note and to the proceeds of the disposition of an Exchange Note by U.S. Holders other than certain exempt recipients (such as corporations). In addition, backup withholding may apply to such payments if the U.S. Holder fails to provide its taxpayer identification number (which, in the case of an individual, is his or her social security number), a certification of exempt status or otherwise fails to comply with applicable backup withholding requirements, or if the U.S. Holder fails to report in full dividend and interest income. A U.S. Holder that does not provide such holder’s correct taxpayer identification number may be subject to penalties imposed by the IRS.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a U.S. Holder’s United States federal income tax liability, provided that the requisite procedures are followed and certain information is provided to the IRS.

Consequences to Non-U.S. Holders

For purposes of this discussion, a Non-U.S. Holder is a beneficial owner of Exchange Notes that is not a partnership and is not a U.S. Holder.

Payments of Interest

Under current United States federal income tax law, withholding of United States federal income tax will not apply to a payment of interest (including any Additional Amounts) on an Exchange Note to a Non-U.S. Holder if such interest is not effectively connected with the conduct of a United States trade or business by such holder, provided that:

(1) the beneficial owner provides a statement signed under penalties of perjury that includes its name and address and certifies that it is a Non-U.S. Holder in compliance with applicable requirements;

(2) the holder does not actually or constructively own 10 percent or more of the total combined voting power of all classes of HLI Opco’s stock entitled to vote; and

(3) the holder is not a controlled foreign corporation related to HLI Opco through stock ownership.

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Interest paid to a Non-U.S. Holder that does not qualify for the above exemption from withholding tax will generally be subject to withholding of United States federal income tax at a rate of 30 percent, unless the Non-U.S. Holder provides the Issuer or its paying agent with a properly executed IRS Form W-8BEN claiming an exemption from (or reduction in) withholding under the benefit of an applicable tax treaty.

A payment of interest that is effectively connected with the conduct of a United States trade or business by a Non-U.S. Holder will not be subject to withholding of United States federal income tax as long as such Non-U.S. Holder provides the Issuer or its paying agent with a properly executed IRS Form W-8ECI or IRS Form W-8BEN, as applicable.

If a Non-U.S. Holder is engaged in a trade or business in the United States (and, if certain tax treaties apply, if the Non-U.S. Holder maintains a permanent establishment within the United States) and the interest on the Exchange Notes is effectively connected with the conduct of that trade or business (and, if certain tax treaties apply, attributable to that permanent establishment), such Non-U.S. Holder will be subject to United States federal income tax on the interest on a net income basis in the same manner as if such Non-U.S. Holder were a U.S. Holder. In addition, a Non-U.S. Holder that is a foreign corporation that is engaged in a trade or business in the United States may be subject to a branch profits tax at a rate of 30 percent (or at a reduced rate under an applicable tax treaty).

Disposition of the Exchange Notes

Any gain realized on the disposition of an Exchange Note generally will not be subject to United States federal income tax unless:

•  that gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if certain tax treaties apply, is attributable to a permanent establishment maintained by the Non-U.S. Holder within the United States); or

•  the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met.

If the first exception applies, the Non-U.S. Holder generally will be subject to United States federal income tax with respect to such gain in the same manner as a U.S. Holder, as described above, unless an applicable tax treaty provides otherwise. Additionally, Non-U.S. Holders that are corporations could be subject to a branch profits tax at rate of 30 percent (or at a reduced rate under an applicable tax treaty). If the second exception applies, the Non-U.S. Holder generally will be subject to United States federal income tax at a rate of 30 percent (or at a reduced rate under an applicable tax treaty) on the amount by which capital gains allocable to United States sources (including gains from the disposition of the Exchange Note) exceed capital losses allocable to United States sources.

Information Reporting and Backup Withholding

In general, backup withholding and information reporting will not apply to a payment of interest on an Exchange Note to a Non-U.S. Holder, or to proceeds from the disposition of an Exchange Note by a Non-U.S. Holder, in each case, if the holder certifies under penalties of perjury that it is a Non-U.S. Holder and neither the Issuer nor its paying agent has actual knowledge to the contrary. Any amounts withheld under the backup withholding rules will be allowed as a credit against the Non-U.S. Holder’s United States federal income tax liability provided the required information is timely furnished to the IRS. In certain circumstances, the amount of payments made on such Exchange Note, the name and address of the beneficial owner and the amount, if any, of tax withheld may be reported to the IRS.

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Non-U.S. Holders are urged to consult their United States tax advisors as to their exemption from backup withholding and the procedure for obtaining such an exemption.

Reportable Transactions

Treasury regulations issued under the Code that are intended to require the reporting of certain tax shelter transactions could be interpreted to cover transactions generally not regarded as tax shelters, including certain foreign currency transactions. Under the Treasury regulations, certain transactions are required to be reported to the IRS, including, in certain circumstances, a disposition of an Exchange Note or foreign currency received in respect of an Exchange Note to the extent that such disposition results in a tax loss in excess of a threshold amount. Holders should consult their own tax advisors to determine the tax reporting obligations, if any, with respect to an investment in the Exchange Notes, including any requirement to file IRS Form 8886 (Reportable Transaction Disclosure Statement).

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LUXEMBOURG TAXATION

The following is a general discussion of certain Luxembourg tax consequences of the exchange of the Restricted Notes for the Exchange Notes as well as the ownership and the disposition of the Exchange Notes. This discussion does not purport to be a comprehensive description of all tax considerations that would derive from the abovementioned situations. In particular, this discussion does not consider any specific facts or circumstances that may apply to a particular holder of Notes. This summary is based on the laws of Luxembourg currently in force and as applied on the date of this prospectus, which are subject to change, possibly with retroactive effect.

Holders of Restricted Notes are advised to consult their own tax advisors as to the tax consequences of the Exchange Offer and the ownership and disposition of the Exchange Notes, including the effect of any state or local taxes, under the tax laws of Luxembourg and each country of which they are residents.

The Exchange of Restricted Notes for Exchange Notes

The summary set out in this section only applies to a holder of Restricted Notes who is neither resident nor deemed to be resident in Luxembourg for purposes of Luxembourg income tax, corporation tax, or net wealth tax, as the case may be (a “Non-Resident holder”).

The exchange of Restricted Notes for Exchange Notes pursuant to the Exchange Offer will not give rise to any income tax, value added tax, registration tax, stamp duty or any other tax in Luxembourg for a Non-Resident holder of Restricted Notes, provided that the holding of Restricted Notes is not effectively connected to a permanent establishment in Luxembourg through which the holder carries on a business or trade in Luxembourg.

The Ownership and Disposition of the Exchange Notes

Withholding taxes

Under the existing laws of Luxembourg and except as provided for by the Luxembourg laws of June 21, 2005, and December 23, 2005, implementing the “EU Savings Tax Directive” (as described below) and a domestic savings withholding tax, respectively, there is no withholding tax on the payment of interest on, or reimbursement of principal of the Exchange Notes or on payments made under the Guarantee made to holders of the Exchange Notes.

Under the Luxembourg law of June 21, 2005 implementing the EU Savings Tax Directive and as a result of ratification by Luxembourg of certain related Accords with the relevant dependent and associated territories, payments of interest or similar income made or ascribed by a paying agent established in Luxembourg to or for the immediate benefit of an individual or certain residual entities, who, as a result of an identification procedure implemented by the paying agent, are identified as residents or are deemed to be residents of an EU Member State other than Luxembourg or certain of those dependent or associated territories referred to under the “EU Savings Tax Directive” below, will be subject to a withholding tax unless the relevant beneficiary has adequately instructed the relevant paying agent to provide details of the relevant payments of interest or similar income to the Luxembourg tax authorities or has provided a tax certificate from his or her tax authority in the format required by law to the relevant paying agent. Where withholding tax is applied, it will be levied at a rate of 15% during the first three-year period starting July 1, 2005, at a rate of 20% for the subsequent three-year period and at a rate of 35% thereafter.

In this section, “interest”, “residual entities” and “paying agent” have the meaning given thereto in the Luxembourg law of June 21, 2005 (or the relevant Accords). “Interest” will include accrued or capitalized interest at the sale, repayment or redemption of the Exchange Notes. “Residual entities” includes, in general, all entities established in the EU and certain dependent or associated territories other than legal entities, undertakings for collective investments in transferable securities (UCITS) authorized under the directive 85/611/CEE, and entities taxed as enterprises. “Paying agent” is defined broadly for this purpose and in the context of the Exchange Notes means any economic operator established in Luxembourg who pays interest on the Exchange Notes to or ascribes the payment of such interest to or for the immediate benefit of the beneficial owner, whether the operator is, or acts on behalf of, the Issuer or the relevant Guarantor or is instructed by the beneficial owner to collect such payment of interest.

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Further, according to the law of December 23, 2005, interest payments on the Exchange Notes paid by a Luxembourg paying agent will be subject to a withholding tax of 10%, which will operate a full discharge of income tax due on such payments, in the following cases:

(i) if such payments are made for the immediate benefit of individuals resident in Luxembourg; or

(ii) if such payments are made to residual entities for the benefit of Luxembourg resident individuals. The withholding tax shall not apply if the residual entity elects to exchange information or elects to be treated as a UCITS.

Interest on Exchange Notes paid by a Luxembourg paying agent to residents of Luxembourg which are not individuals will not be subject to any withholding tax.

Taxes on income, capital gains and wealth

The summary set out in this section only applies to a Non-Resident holder of Exchange Notes.

A Non-Resident holder of Exchange Notes will not be subject to any Luxembourg taxes on income or capital gains in respect of any benefit derived or deemed to be derived from the Exchange Notes, including any payment under the Exchange Notes and any gain realised on the disposition of the Exchange Notes, provided that the ownership of Exchange Notes is not effectively connected to a permanent establishment in Luxembourg through which the holder carries on a business or trade in Luxembourg. In addition, a Non-Resident holder of Exchange Notes will not be subject to any Luxembourg net wealth tax with regard to the Exchange Notes.

Luxembourg gift and inheritance taxes

Inheritance tax is levied in Luxembourg at progressive rates (depending on the value of the assets inherited and the degree of relationship). No Luxembourg inheritance tax will be due in respect of the Exchange Notes unless the holder of the Exchange Notes resides in Luxembourg at the time of his or her death. No gift tax is due upon the donation of the Exchange Notes unless such donation is registered in Luxembourg (which is generally not required).

Other taxes

There is no Luxembourg registration tax, stamp duty or any other similar tax or duty payable on the issue or transfer of the Exchange Notes.

The ownership, disposition or redemption of the Exchange Notes will not trigger Luxembourg value added tax. Further, Luxembourg value added tax will not be charged on payments of interest or principal under the Exchange Notes.

The EU Savings Tax Directive

On June 3, 2003 the Council of the European Union approved a directive regarding the taxation of interest income (the “EU Savings Tax Directive”). Accordingly, each EU Member State must require paying agents (within the meaning of such directive) established within its territory to provide to the competent authority of this state details of the payment of interest made to any individual resident in another EU Member State as the beneficial owner of the interest. The competent authority of the EU Member State of the paying agent (within the meaning of the EU Savings Tax Directive) is then required to communicate this information to the competent authority of the EU Member State of which the beneficial owner of the interest is a resident.

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For a transitional period, Austria, Belgium and Luxembourg may opt instead to withhold tax from interest payments (within the meaning of the EU Savings Tax Directive) at a rate of 15% for the first three years from application of the provisions of such directive, of 20% for the subsequent three years and of 35% from the seventh year after application of the provisions of such directive.

In conformity with the prerequisites for the application of the EU Savings Tax Directive, Switzerland, Liechtenstein, San Marino, Monaco and Andorra have confirmed that from July 1, 2005 they will apply measures equivalent to those contained in such directive, in accordance with agreements entered into by them with the European Community. It has also been confirmed that certain dependent or associated territories (the Channel Islands, the Isle of Man and certain dependent or associated territories in the Caribbean) will apply from that same date an automatic exchange of information or, during the transitional period described above, a withholding tax in the described manner. Consequently, the Council of the European Union noted that the conditions have been met to enable the provisions of the EU Savings Tax Directive to enter into force as from July 1, 2005.

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PLAN OF DISTRIBUTION

Until ninety (90) days after the date of this prospectus, all dealers effecting transactions in the Exchange Notes, whether or not participating in this distribution, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Restricted Notes only where such Restricted Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, for a period of ninety (90) days from the date on which the Exchange Offer is consummated, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. In addition, until May 21, 2008, all dealers effecting transactions in the Exchange Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at prices related to such prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer or the purchasers of any Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commissions or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of ninety (90) days from the date on which the Exchange Offer is consummated, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. We have agreed to pay substantially all expenses incident to the Exchange Offer and will indemnify the holders of the Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

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LEGAL MATTERS

Certain legal matters with respect to the validity of the Exchange Notes offered hereby and the guarantees of the Exchange Notes will be passed upon for us and the guarantors by Skadden, Arps, Slate, Meagher & Flom LLP, Loyens & Loeff, and Mr. Patrick C. Cauley, Vice President and General Counsel of Hayes.

EXPERTS

The consolidated balance sheets of Hayes Lemmerz International, Inc. and subsidiaries (the Company) as of January 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended January 31, 2008, and the related financial statement schedule, have been incorporated by reference herein in reliance upon the report of KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.

The report dated April 9, 2008, states that effective February 1, 2007, the Company changed its method of accounting for income taxes pursuant to FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109. The report also states that effective February 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment and effective January 31, 2007, the Company adopted Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB No. 87, 88, 106 and 132(R).

INCORPORATION BY REFERENCE

This prospectus “incorporates by reference” information that we have filed with the SEC under the Exchange Act, which means that we are disclosing important information to you by referring you to those documents. Any statement contained in this prospectus or in any document incorporated or deemed to be incorporated by reference into this prospectus will be deemed modified or superseded for the purposes of this prospectus to the extent that a statement contained in this prospectus or any subsequently filed document which also is, or is deemed to be, incorporated by reference into this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. Accordingly, we incorporate by reference the specific documents listed below and any future filings made with the SEC after the date hereof under Section 13(a), 13(c), 14, or 15(d) of the Exchange Act which will be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date we subsequently file such reports and documents until the termination of this offering:

•  Our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed with the SEC on April 10, 2008, and the portions of our Definitive Proxy Statement on Schedule 14A to be filed with the SEC that are incorporated by reference into our Annual Report on Form 10-K;

•  Our Current Report on Form 8-K that was filed with the SEC on March 19, 2008 (other than information contained in the Current Report that is furnished, but not filed); and

•  Our Current Report on Form 8-K that was filed with the SEC on April 10, 2008 (other than information contained in the Current Report that is furnished, but not filed).

We will provide without charge to each person to whom a copy of this prospectus has been delivered a copy of any and all of these filings. You may request a copy of these filings by writing or telephoning us at:

Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, Michigan 48168
Attention: Corporate Secretary
(734) 737-5000

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WHERE YOU CAN FIND MORE INFORMATION

Hayes is subject to the information reporting requirements of the Exchange Act, and, in accordance with these requirements, Hayes is required to file periodic reports and other information with the SEC. The reports and other information filed by Hayes with the SEC may be inspected and copied at the public reference facilities maintained by the SEC as described below.

Hayes Lemmerz Finance LLC — Luxembourg S.C.A. is not required to file annual, quarterly, current or other reports with the SEC under the Exchange Act. Accordingly, the Issuer does not file separate financial statements with the SEC and does not independently publish its financial statements. There are no separate financial statements of the Issuer included or incorporated by reference in this prospectus. The Issuer and Hayes do not believe these financial statements would be helpful because:

•  the Issuer is an indirect wholly-owned subsidiary of Hayes, which files consolidated financial information under the Exchange Act;

•  the Issuer does not have independent operations; its principal purpose is to serve as the issuer of the Notes and the borrower under the New Credit Facility, as well as to provide intercompany financing to certain subsidiaries of Hayes and to manage cash pooling arrangements and certain other financial activities for its subsidiaries, and to conduct activities that may be required in connection therewith; and

•  Hayes unconditionally and irrevocably guarantees the Notes of the Issuer.

You may copy and inspect any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information about the operation of the public reference rooms. The Securities and Exchange Commission also maintains an internet website at http://www.sec.gov that contains our filed reports, proxy and information statements, and other information that we file electronically with the SEC. Additionally, we make these filings available, free of charge, on our website at www. hayes-lemmerz.com as soon as reasonably practicable after we electronically file such materials with, or furnish them to, the SEC. The information on our website, other than these filings, is not, and should not be, considered part of this prospectus, is not incorporated by reference into this document, and should not be relied upon in connection with making any investment decision with respect to the Notes.

You may also request a copy of the Notes, the indenture governing the Notes, the related Registration Rights Agreement, any SEC filings, and any information required by Rule 144A(d)(4) under the Securities Act during any period in which we are not subject to Section 13 or 15(d) of the Exchange Act, at no cost, by contacting:

Hayes Lemmerz International, Inc.
15300 Centennial Drive
Northville, Michigan 48168
Attention: Corporate Secretary

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

Guaranteed by Hayes Lemmerz International, Inc.

OFFER TO EXCHANGE

€130 million aggregate principal amount of 8.25% Senior Notes due 2015
that have been registered under the Securities Act of 1933, as amended,
in exchange for €130 million aggregate principal amount of outstanding 8.25% Senior Notes due 2015

PROSPECTUS

Until May 21, 2008, all dealers that effect transactions in these securities, whether or not participating
in this offering, may be required to deliver a prospectus. This is in addition to the dealers’
obligation to deliver a prospectus when acting as underwriters and with respect to their unsold
allotment or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.   Indemnification of Directors and Officers.

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

General Liability Principles for Managers of a Luxembourg société en commandite par actions (“S.C.A.”)

The managers of an S.C.A. are liable in accordance with the general provisions on directors’/managers’ liability. Article 59, first paragraph of the Luxembourg law of 10 August 1915 on commercial companies, as amended (which article also applies to managers of an S.C.A.), provides that managers are liable to the company, in accordance with the general provisions of Luxembourg law, for the execution of the mandate for which they have been appointed and for the faults committed during their management. In addition and pursuant to article 59, second paragraph, the managers are jointly and severally liable either to the company or to third parties for all damages resulting from infringements of the law or of the company’s articles of incorporation. Furthermore and under article 495 of the Luxembourg Commercial Code, managers may be declared personally bankrupt if (i) they abusively pursued, for their interest, a non profitable business which resulted in the company becoming insolvent or (ii) they disposed of corporate assets in the same manner as if those had been their own personal assets or (iii) they carried out business on behalf of the company for their personal interest.

In addition to the above general liability principles, the managers of an S.C.A. must, as a rule, be at the same time general partners of the S.C.A. In their capacity as general partners of the S.C.A., they incur personal and unlimited liability for the debts and obligations of the S.C.A.

The Articles of Association of Hayes Finance LLC — Luxembourg S.C.A. (the “Issuer”) provide that the Issuer is managed by the managing shareholder. The Articles of Association of the Issuer provide that, to the extent permissible under Luxembourg law, the managing shareholder, other officers of the Issuer, and those to whom signatory powers have been validly delegated shall be indemnified out of the assets of the Issuer against all costs, charges, losses, damages and expenses incurred or sustained by them in connection with any actions, claims, suits or proceedings to which they may be made a party by reason of being or having been managers, officers or delegates of the Issuer, by reason of any transaction carried out by the Issuer, any contract entered into or any action performed, concurred in, or omitted, in connection with the execution of their duties save for liabilities and expenses arising from their gross negligence or willful default, in each case without prejudice to any other rights to which such persons may otherwise be entitled. The Articles of Association also provide that the managing shareholder is jointly and severally liable for all liabilities of the Issuer to the extent that such liabilities cannot be paid out of the assets of the Issuer.

Liability and Indemnification of the Members of the Supervisory Board of a Luxembourg S.C.A.

The audit of the annual accounts of the Issuer is entrusted to a supervisory board composed of three statutory auditors.

Insofar as the liability of the statutory auditors results from their duties of supervision and control, their liability shall be determined according to the same general rules as those applicable to the liability of managers.

The statutory auditors do not assume, by reason of their position, any personal liability in relation to commitments properly made by them in the name of the Issuer. They are authorized agents only and are therefore merely responsible for the execution of their mandate.

The Articles of Association of the Issuer provide that, to the extent permissible under Luxembourg law, the members of the Supervisory Board shall be indemnified out of the assets of the Issuer against all costs, charges, losses, damages and expenses incurred or sustained by them in connection with any actions, claims, suits or proceedings to which they may be made a party by reason of being or having been members of the Supervisory Board, in connection with the execution of their duties save for liabilities and expenses arising from their gross negligence or willful default, in each case without prejudice to any other rights to which they may be entitled.

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Hayes Lemmerz International, Inc.

The following summary is qualified in its entirety by reference to the complete text of any statutes referred to below and the amended certificate of incorporation and by-laws of Hayes Lemmerz International, Inc., a Delaware corporation (“Hayes”).

Section 145 of the General Corporation Law of the State of Delaware (the “DGCL”) permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful.

In the case of an action by or in the right of the corporation, Section 145 of the DGCL permits a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit, or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 145 of the DGCL also permits a Delaware corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

Article ELEVENTH of the Certificate of Incorporation of Hayes and Article VIII of the By-Laws of Hayes provide that Hayes shall, to the fullest extent permitted by applicable law, indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he is or was, or has agreed to become, a director or officer of hayes, or is or was serving at the written request of Hayes, as a director, officer, trustee, partner, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise. The indemnification provided for in the By-Laws of Hayes is expressly not exclusive of any other rights to which those seeking indemnification may be entitled under any law, agreement, or vote of stockholders or disinterested directors or otherwise. The By-Laws also provide that Hayes shall have the power to purchase and maintain insurance to protect Hayes and any director, officer, employee, or agent of Hayes or another corporation, partnership, joint venture, trust, or other enterprise against any such expense, liability or loss, whether or not Hayes would have the power to indemnify such persons against such expense, liability or loss under the DGCL.

Hayes maintains an insurance policy on behalf of Hayes and its subsidiaries, and on behalf of the directors and officers thereof, covering certain liabilities that may arise as a result of the actions of such directors and officers.

Section 102(b)(7) of the DGCL allows a Delaware corporation to eliminate or limit the personal liability of directors to a corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director,

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except where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase or redemption in violation of Delaware corporate law or obtained an improper personal benefit.

Pursuant to Section 102(b)(7) of the DGCL, Article SEVENTH of the Certificate of Incorporation of Hayes eliminates a director’s personal liability for monetary damages to Hayes and its stockholders for breaches of fiduciary duty as a director, except in circumstances involving a breach of a director’s duty of loyalty to Hayes or its stockholders, acts or omissions not in good faith or which involve intentional misconduct or knowing violations of the law, the unlawful payment of dividends or repurchase of stock, or self-dealing.

Item 21.   Exhibits and Financial Statement Schedules.

See the “Exhibit Index” following the signature pages hereto.

Item 22.   Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the Plan of Distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such

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director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT INDEX

2	.1	Modified First Amended Joint Plan of Reorganization of Hayes Lemmerz International, Inc. and Its Affiliated Debtors and Debtors in Possession, as Further Modified (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed May 21, 2003).
2	.2	Agreement and Plan of Merger, dated as of June 3, 2003, by and between Hayes Lemmerz International, Inc. and HLI Operating Company, Inc. (incorporated by reference to Exhibit 2.3 to our Current Report on Form 8-K filed June 3, 2003).
3	.1*	Articles of Association of Hayes Lemmerz Finance LLC — Luxembourg S.C.A.
3	.2	Certificate of Incorporation of Hayes Lemmerz International, Inc. (f/k/a HLI Holding Company, Inc.), as amended to date (incorporated by reference to Exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed on April 10, 2008).
3	.3	By-Laws of Hayes Lemmerz International, Inc. (f/k/a HLI Holding Company, Inc.), as amended to date (incorporated by reference to Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed on April 10, 2008).
3	.4	Certificate of Incorporation of HLI Parent Company, Inc., as amended (incorporated by reference to Exhibit 3.5 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.5	By-Laws of HLI Parent Company, Inc. (incorporated by reference to Exhibit 3.6 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.6	Amended and Restated Certificate of Incorporation of HLI Operating Company, Inc. (incorporated by reference to Exhibit 3.1 to our Registration Statement on Form S-4, filed July 31, 2003.
3	.7	By-Laws of HLI Operating Company, Inc. (incorporated by reference to Exhibit 3.2 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.8	Certificate of Incorporation of HLI Wheels Holding Company, Inc (incorporated by reference to Exhibit 3.7 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.9	By-Laws of HLI Wheels Holding Company, Inc. (incorporated by reference to Exhibit 3.8 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.10	Certificate of Incorporation of Hayes Lemmerz International — California, Inc., as amended (f/k/a Western Wheel Corporation) (incorporated by reference to Exhibit 3.25 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.11	By-Laws of Hayes Lemmerz International — California, Inc., as amended (f/k/a Western Wheel Corporation) (incorporated by reference to Exhibit 3.26 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.12†	Amendment to By-Laws of Hayes Lemmerz International — California, Inc., effective as of April 8, 2005.
3	.13	Certificate of Incorporation of Hayes Lemmerz International — Georgia, Inc., as amended (f/k/a Western Wheel Georgia, Inc.) (incorporated by reference to Exhibit 3.27 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.14	By-Laws of Hayes Lemmerz International — Georgia, Inc., as amended (f/k/a Western Wheel Georgia, Inc.) (incorporated by reference to Exhibit 3.28 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.15†	Amendment to By-Laws of Hayes Lemmerz International — Georgia, Inc., effective as of April 8, 2005.
3	.16	Certificate of Incorporation of Hayes Lemmerz International — Howell, Inc. (f/k/a Cast Forge Corporation) (incorporated by reference to Exhibit 3.31 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.17	By-Laws of Hayes Lemmerz International — Howell, Inc., as amended (f/k/a Cast Forge Corporation) (incorporated by reference to Exhibit 3.32 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.18†	Amendment to By-Laws of Hayes Lemmerz International — Howell, Inc., effective as of April 8, 2005.
3	.19	Certificate of Incorporation of Hayes Lemmerz International — Huntington, Inc., as amended (f/k/a K-H Acquisition Corporation) (incorporated by reference to Exhibit 3.33 to our Registration Statement on Form S-4, filed July 31, 2003).

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3	.20	By-Laws of Hayes Lemmerz International — Huntington, Inc., as amended (incorporated by reference to Exhibit 3.34 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.21†	Amendment to By-Laws of Hayes Lemmerz International — Huntington, Inc., effective as of April 8, 2005.
3	.22	Certificate of Incorporation of Hayes Lemmerz International Import, Inc., as amended (f/k/a Hayes Wheels Aftermarket, Inc.) (incorporated by reference to Exhibit 3.75 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.23	By-Laws of Hayes Lemmerz International Import, Inc. (f/k/a Hayes Wheels Aftermarket, Inc.) (incorporated by reference to Exhibit 3.76 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.24†	Amendment to By-Laws of Hayes Lemmerz International Import, Inc., effective as of April 8, 2005.
3	.25	Certificate of Incorporation of Hayes Lemmerz International — Sedalia, Inc. (incorporated by reference to Exhibit 3.19 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.26	By-Laws of Hayes Lemmerz International — Sedalia, Inc. (incorporated by reference to Exhibit 3.20 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.27	Certificate of Incorporation of HLI Commercial Highway Holding Company Inc., Inc. (incorporated by reference to Exhibit 3.11 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.28	By-Laws of HLI Commercial Highway Holding Company, Inc. (incorporated by reference to Exhibit 3.12 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.29	Certificate of Incorporation of Hayes Lemmerz International — Commercial Highway, Inc. (incorporated by reference to Exhibit 3.23 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.30	By-Laws of Hayes Lemmerz International — Commercial Highway, Inc. (incorporated by reference to Exhibit 3.24 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.31	Certificate of Incorporation of HLI Powertrain Holding Company, Inc. (incorporated by reference to Exhibit 3.9 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.32	By-Laws of HLI Powertrain Holding Company, Inc. (incorporated by reference to Exhibit 3.10 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.33	Certificate of Incorporation of Hayes Lemmerz International — Wabash, Inc., as amended (f/k/a Wabash Cast Aluminum Inc.) (incorporated by reference to Exhibit 3.65 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.34	By-Laws of Hayes Lemmerz International — Wabash, Inc., as amended (f/k/a Wabash Cast Aluminum Inc.) (incorporated by reference to Exhibit 3.66 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.35†	Amendment to By-Laws of Hayes Lemmerz International — Wabash, Inc., effective as of May 25, 2007.
3	.36	Certificate of Incorporation of Hayes Lemmerz International — Laredo, Inc., as amended (f/k/a CMI — Texas, Inc.) (incorporated by reference to Exhibit 3.51 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.37	By-Laws of Hayes Lemmerz International — Laredo, Inc. (f/k/a CMI — Texas, Inc.) (incorporated by reference to Exhibit 3.52 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.38	Certificate of Incorporation of HLI Brakes Holding Company, Inc. (incorporated by reference to Exhibit 3.13 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.39	By-Laws of HLI Brakes Holding Company, Inc. (incorporated by reference to Exhibit 3.14 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.40	Certificate of Incorporation of HLI Suspension Holding Company, Inc., as amended (f/k/a CMI Industries, Inc.) (incorporated by reference to Exhibit 3.43 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.41†	Amendment to Certificate of Incorporation of HLI Suspension Holding Company, Inc., (f/k/a Hayes Lemmerz International — CMI, Inc.), effective as of March 1, 2004.
3	.42	By-Laws of HLI Suspension Holding Company, Inc. (incorporated by reference to Exhibit 3.44 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.43	Certificate of Incorporation of HLI Services Holding Company, Inc. (incorporated by reference to Exhibit 3.15 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.44	By-Laws of HLI Services Holding Company, Inc. (incorporated by reference to Exhibit 3.16 to our Registration Statement on Form S-4, filed July 31, 2003).

II-6

3	.45	Certificate of Incorporation of Hayes Lemmerz International — Technical Center, Inc. (f/k/a CMI — Tech Center, Inc.) (incorporated by reference to Exhibit 3.61 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.46	By-Laws of Hayes Lemmerz International — Technical Center, Inc. (f/k/a CMI — Tech Center, Inc.) (incorporated by reference to Exhibit 3.62 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.47	Certificate of Incorporation of HLI Realty, Inc. (f/k/a T C Realty, Inc.) (incorporated by reference to Exhibit 3.69 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.48	By-Laws of HLI Realty, Inc., as amended (f/k/a T C Realty, Inc.) (incorporated by reference to Exhibit 3.70 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.49	Certificate of Incorporation of Hayes Lemmerz International — Kentucky, Inc., as amended (f/k/a Asahi Motor Wheel Company, Inc.) (incorporated by reference to Exhibit 3.35 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.50†	Amendment to Certificate of Incorporation of Hayes Lemmerz International — Kentucky, Inc., effective as of April 8, 2005.
3	.51	By-Laws of Hayes Lemmerz International — Kentucky, Inc., as amended (f/k/a Asahi Motor Wheel Company, Inc.) (incorporated by reference to Exhibit 3.36 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.52†	Amendment to By-Laws of Hayes Lemmerz International — Kentucky, Inc., effective as of April 8, 2005.
3	.53	Certificate of Incorporation of HLI Netherlands Holding, Inc., as amended (f/k/a Sandman Corporation) (incorporated by reference to Exhibit 3.73 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.54	By-Laws of HLI Netherlands Holding, Inc. (f/k/a/ Sandman Corporation) (incorporated by reference to Exhibit 3.74 to our Registration Statement on Form S-4, filed July 31, 2003).
3	.55†	Certificate of Formation of Hayes Lemmerz Finance LLC, as amended.
3	.56†	Limited Liability Company Agreement of Hayes Lemmerz Finance LLC, dated as of May 23, 2007.
3	.57*	By-Laws of Industrias Fronterizas HLI, S.A. de C.V.
3	.58*	Articles of Association of HLI European Holding ETVE, S.L.
3	.59*	By-laws of Hayes Lemmerz Aluminio S. de R. L. de C.V.
3	.60*	Articles of Association of Hayes Lemmerz Manresa, S.L.
3	.61*	Articles of Association of Hayes Lemmerz Fabricated Holdings B.V.
3	.62*	By-Laws of Borlem Aluminio S.A.
3	.63*	Founding Deed of Hayes Lemmerz Alukola, s.r.o.
3	.64*	Founding Deed of Hayes Lemmerz Autokola, a.s.
3	.65*	Statutes of Hayes Lemmerz Autokola, a.s.
3	.66*	Articles of Association of Hayes Lemmerz Barcelona, S.L.
3	.67*	Articles of Association of Hayes Lemmerz Holding GmbH.
3	.68*	Articles of Association of Hayes Lemmerz Werke GmbH.
3	.69*	Articles of Association of Hayes Lemmerz Königswinter GmbH.
3	.70*	Partnership Agreement, dated November 15, 2004, of Hayes Lemmerz Immobilien GmbH & Co. KG Partnership.
4	.1	Amended and Restated Equity Purchase and Commitment Agreement, dated as of April 16, 2007, by and between Hayes Lemmerz International, Inc. and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 99.2 to our Current Report on Form 8-K, filed April 18, 2007).
4	.2	Indenture, dated as of May 30, 2007, by and among Hayes Lemmerz Finance LLC — Luxembourg S.C.A., the Guarantors named therein, U.S. Bank National Association, as Trustee, and Deutsche Bank AG, London Branch, as London Paying Agent (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K, filed on June 5, 2007).
4	.3	Supplemental Indenture and Guaranty Release, dated as of November 9, 2007, by and among Hayes Lemmerz Finance LLC — Luxembourg S.C.A., the Guarantors named therein, and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed on April 10, 2008).

II-7

4	.4	Registration Rights Agreement, dated as of May 30, 2007, by and between Hayes Lemmerz Finance LLC — Luxembourg S.C.A., the Guarantors named therein, and Deutsche Bank AG, London Branch, Citigroup Global Markets Inc., and UBS Limited (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K, filed on June 5, 2007).
4	.5	Registration Rights Agreement, dated as of May 30, 2007, by and between Hayes Lemmerz International, Inc., Deutsche Bank Securities Inc., and SPCP Group, LLC (incorporated by reference to Exhibit 4.3 to our Current Report on Form 8-K, filed on June 5, 2007).
4	.6	Series B Warrant Agreement, dated as of June 2, 2003, by and between Hayes Lemmerz International, Inc. and Mellon Investor Services LLC, as Warrant Agent (incorporated by reference to Exhibit 4.2 to our Form 8-A, filed on June 4, 2003).
4	.7	Exchange Agreement, dated as of June 3, 2003, by and between Hayes Lemmerz International, Inc., HLI Parent Company, Inc. and HLI Operating Company, Inc. regarding the Series A Exchangeable Preferred Stock issued by HLI Operating Company, Inc. (incorporated by reference to Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarterly period ended April 30, 2003, filed on June 16, 2003).
5	.1*	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding the validity of the securities being registered.
5	.2*	Opinion of Loyens & Loeff regarding the validity of the securities being registered.
5	.3*	Opinion of Patrick C. Cauley regarding the validity of the securities being registered.
10	.1	Form of Severance Agreement, dated June 15, 2000, between Hayes and certain of its officers (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended October 31, 2000, filed on December 15, 2000).
10	.2	Hayes Lemmerz International, Inc. Officer Bonus Plan (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 17, 2005).
10	.3	Award Agreement under Hayes Lemmerz International, Inc. Officer Bonus Plan (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 17, 2005).
10	.4	Framework Agreement on the Ongoing Purchase of Receivables dated as of October 10, 2005 by and between Hayes Lemmerz Werke GmbH and MHB Financial Services GmbH & Co. KG (incorporated by reference to Exhibit 10.24 to our Quarterly Report on Form 10-Q filed on December 9, 2005).
10	.5	Stock Purchase Agreement dated as of October 14, 2005 by and among HLI Operating Company, Inc., HLI Commercial Highway Holding Company, Inc., and Hayes Lemmerz International — Commercial Highway, Inc. and Precision Partners Holding Company, as amended by an Amendment to Stock Purchase Agreement dated November 11, 2005 (incorporated by reference to Exhibit 10.25 to our Quarterly Report on Form 10-Q filed on December 9, 2005).
10	.6	Receivables Financing Agreement, dated as of May 30, 2006, among Hayes Funding II, Inc., the financial institutions from time to time party thereto (“Lenders”), Citicorp USA, Inc. as the program agent for the Lenders and HLI Operating Company, Inc., as servicer (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on June 5, 2006).
10	.7	Originator Purchase Agreement, dated as of May 30, 2006, among Hayes Funding I, LLC, a Delaware limited liability company and the wholly-owned subsidiaries of the Company named therein as Originators (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on June 5, 2006).
10	.8	Secondary Purchase Agreement, dated as of May 30, 2006, between Hayes Funding I, LLC, a Delaware limited liability company and Hayes Funding II, Inc., a Delaware corporation (incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on June 5, 2006).
10	.9	Amended and Restated Employment Agreement between Hayes and Curtis J. Clawson, dated September 26, 2001 (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended October 31, 2001, filed on April 18, 2002).
10	.10	First Amendment dated as of October 13, 2006 amending each of (i) Receivables Financing Agreement, dated as of May 30, 2006 among Hayes Funding II, Inc., the financial institutions from time to time party thereto, Citicorp USA, Inc., and HLI Operating Company, Inc., (ii) Originator Purchase Agreement, dated as of May 30, 2006), among Hayes Funding I, LLC, and the wholly-owned subsidiaries of the Company named therein as Originators and (iii) Secondary Purchase Agreement, dated as of May 30, 2006 among Hayes Funding II, Inc. and Hayes Funding I, LLC (incorporated by reference to Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2007, filed on April 9, 2007).

II-8

10	.11	Second Amendment dated as of February 14, 2007, amending each of (i) Receivables Financing Agreement, dated as of May 30, 2006 (as amended October 13, 2006) among Hayes Funding II, Inc., the financial institutions from time to time party thereto, Citicorp USA, Inc., and HLI Operating Company, Inc., (ii) Originator Purchase Agreement, dated as of May 30, 2006 (as amended October 13, 2006), among Hayes Funding I, LLC, and the wholly-owned subsidiaries of the Company named therein as Originators and (iii) Secondary Purchase Agreement, dated as of May 30, 2006 (as amended October 13, 2006) among Hayes Funding II, Inc. and Hayes Funding I, LLC (incorporated by reference to Exhibit 10.22 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2007, filed on April 9, 2007).
10	.12	Stock Purchase Agreement among HLI Operating Company, Inc., HLI Suspension Holding Company, Inc. and Diversified Machine, Inc. dated February 1, 2007 (incorporated by reference to Exhibit 23.1 to our Quarterly Report on Form 10-Q for the quarter ended April 30, 2007, filed on June 8, 2007).
10	.13	Form of Employment Agreement between Hayes and certain of its officers (incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended October 31, 2001, filed on April 18, 2002).
10	.14	Hayes Lemmerz International, Inc. Long Term Incentive Plan (incorporated by reference to Exhibit 10.1 to our Registration Statement No. 333-110684 on Form S-8, filed on November 21, 2003).
10	.15	Amendment No. 1 to Hayes Lemmerz International, Inc. Long Term Incentive Plan (incorporated by reference to Appendix A to our definitive proxy statement on Schedule 14A for the 2007 Annual Meeting of Stockholders of Hayes Lemmerz International, Inc., filed on May 31, 2007).
10	.16	Hayes Lemmerz International, Inc. Critical Employee Retention Plan (incorporated by reference to Exhibit 10.2 to our Registration Statement No. 333-110684 on Form S-8, filed on November 21, 2003).
10	.17	Form of Directors Indemnification Agreement (incorporated by reference to Exhibit 10.49 to our Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2003, filed on September 15, 2003, as amended).
10	.18	Second Amended and Restated Credit Agreement, dated as of May 30, 2007, among HLI Operating Company, Inc., Hayes Lemmerz Finance LLC — Luxembourg S.C.A., Hayes Lemmerz International, Inc., the lenders from time to time party thereto, Citicorp North America, Inc., as Administrative Agent and as Documentation Agent, and Deutsche Bank Securities Inc., as Syndication Agent (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed on June 5, 2007).
10	.19	Second Amended and Restated Pledge and Security Agreement, dated as of May 30, 2007, among Hayes Lemmerz International, Inc. and HLI Operating Company, Inc., as Grantors, the other Grantors party thereto, Citicorp North America, Inc., as Administrative Agent, and Deutsche Bank Securities Inc., as Syndication Agent (incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed on June 5, 2007).
10	.20	Second Amended and Restated Guaranty, dated as of May 30, 2007, among Hayes Lemmerz International, Inc. and HLI Operating Company, Inc., the other Guarantors party thereto, and Citicorp North America, Inc., as Administrative Agent (incorporated by reference to Exhibit 10.23 to our Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2007, filed on September 7, 2007).
10	.21	Stock Purchase Agreement, dated as of November 9, 2007, between HLI Brakes Holding Company, Inc., and Brembo North America, Inc. (incorporated by reference to Exhibit 10.24 to our Quarterly Report on Form 10-Q for the quarterly period ended October 31, 2007, filed on December 10, 2007).
10	.22*	Guaranty, dated as of October 25, 2007, by Industrias Fronterizas HLI, S.A. de C.V.
10	.23*	Joint and Several Guaranty, dated as of October 30, 2007, by HLI European Holdings ETVE, S.L.
10	.24*	Guaranty, dated as of October 25, 2007, by Hayes Lemmerz Aluminio, S. de R.L. de C.V.
10	.25*	Joint and Several Guaranty, dated as of October 19, 2007, by Hayes Lemmerz Manresa, S.L.
10	.26*	Guarantee Agreement, dated as of October 22, 2007, by Hayes Lemmerz Fabricated Holdings B.V.
10	.27*	Guaranty, dated as of October 18, 2007, by Borlem Aluminio S.A.
10	.28*	Guarantee, dated as of October 11, 2007, by Hayes Lemmerz Alukola, s.r.o.
10	.29*	Guarantee, dated as of October 11, 2007, by Hayes Lemmerz Autokola, a.s.
10	.30*	Joint and Several Guaranty, dated as of October 22, 2007, by Hayes Lemmerz Barcelona, S.L.
10	.31*	Intercompany Guaranty, dated as of October 5, 2007, by Hayes Lemmerz Werke GmbH, Hayes Lemmerz Königswinter GmbH, Hayes Lemmerz Holding GmbH, and Hayes Lemmerz Immobilien GmbH & Co. KG Partnership.

II-9

10	.32	Amendment No. 3 to Receivables Financing Agreement, dated as of May 30, 2007, amending the Receivables Financing Agreement dated as of May 30, 2006 (as previously amended), among Hayes Funding II, Inc., the financial institutions from time to time party thereto, Citicorp USA, Inc., and HLI Operating Company, Inc. (incorporated by reference to Exhibit 10.19 to our Annual Report on Form 10-K for the fiscal year ended January 31, 2008, filed on April 10, 2008).
12	.1*	Computation of Ratios.
21	.1†	List of Subsidiaries.
23	.1*	Consent of Independent Registered Public Accounting Firm.
23	.2*	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included as part of Exhibit 5.1 hereto).
23	.3*	Consent of Loyens & Loeff (included as part of Exhibit 5.2 hereto).
23	.4*	Consent of Patrick C. Cauley (included as part of Exhibit 5.3 hereto).
24	.1*	Powers of Attorney (included on the signature pages attached hereto).
25	.1†	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as Trustee under the Indenture.
99	.1*	Form of Letter of Transmittal.
99	.2*	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
99	.3*	Form of Letter to Clients.

          *  Filed herewith.

          †  Previously filed.

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HAYES LEMMERZ FINANCE LLC —
LUXEMBOURG S.C.A.

By:  HAYES LEMMERZ FINANCE LLC

Its:  Managing Shareholder

By:  /s/  Patrick C. Cauley

Name:   Patrick C. Cauley

Title:     Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John A. Salvette John A. Salvette	President (Principal Executive Officer)	April 8, 2008
/s/  James A. Yost James A. Yost	Vice President, Finance and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	April 8, 2008
HLI OPERATING COMPANY, INC.	Sole Member	April 8, 2008
/s/  Patrick C. Cauley By:      Patrick C. Cauley Title:   Vice President, General Counsel and Secretary

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HAYES LEMMERZ INTERNATIONAL, INC.,

By:  /s/  Patrick C. Cauley

Name:   Patrick C. Cauley

Title:     Vice President, General Counsel and Secretary

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Curtis J. Clawson Curtis J. Clawson	President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	April 8, 2008
/s/  James A. Yost James A. Yost	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	April 8, 2008
/s/  Mark A. Brebberman Mark A. Brebberman	Corporate Controller (Principal Accounting Officer)	April 8, 2008
/s/  George T. Haymaker, Jr.* George T. Haymaker, Jr.	Director	April 8, 2008
/s/  William H. Cunningham* William H. Cunningham	Director	April 8, 2008
/s/  Cynthia L. Feldmann* Cynthia L. Feldmann	Director	April 8, 2008
/s/  Mohsen Sohi* Mohsen Sohi	Director	April 8, 2008
/s/  Henry D. G. Wallace* Henry D. G. Wallace	Director	April 8, 2008
/s/  Richard F. Wallman* Richard F. Wallman	Director	April 8, 2008
*By: /s/  Patrick C. Cauley Patrick C. Cauley Attorney-in-Fact

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HLI PARENT COMPANY, INC.

HLI SERVICES HOLDING COMPANY, INC.

HAYES LEMMERZ INTERNATIONAL —

  TECHNICAL CENTER, INC.

HLI REALTY, INC.

HAYES LEMMERZ INTERNATIONAL —

  KENTUCKY, INC.

HLI NETHERLANDS HOLDINGS, INC.

By:  /s/  Patrick C. Cauley

Name: Patrick C. Cauley

Title:  Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John A. Salvette John A. Salvette	President (Principal Executive Officer)	April 8, 2008
/s/  James A. Yost James A. Yost	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	April 8, 2008
/s/  Mark A. Brebberman Mark A. Brebberman	Corporate Controller (Principal Accounting Officer)	April 8, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Director	April 8, 2008

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HLI OPERATING COMPANY, INC.

By:  /s/  Patrick C. Cauley

Name: Patrick C. Cauley

Title:  Vice President, General Counsel

and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Curtis J. Clawson Curtis J. Clawson	President and Chief Executive Officer (Principal Executive Officer)	April 8, 2008
/s/  James A. Yost James A. Yost	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	April 8, 2008
/s/  Mark A. Brebberman Mark A. Brebberman	Corporate Controller (Principal Accounting Officer)	April 8, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Director	April 8, 2008

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HLI WHEELS HOLDING COMPANY, INC.
HAYES LEMMERZ INTERNATIONAL —
  CALIFORNIA, INC.
HAYES LEMMERZ INTERNATIONAL —
  GEORGIA, INC.
HAYES LEMMERZ INTERNATIONAL —
  HOWELL, INC.
HAYES LEMMERZ INTERNATIONAL —
  HUNTINGTON, INC.
HAYES LEMMERZ INTERNATIONAL
  IMPORT, INC.
HAYES LEMMERZ INTERNATIONAL —
  SEDALIA, INC.
HLI COMMERCIAL HIGHWAY HOLDING
  COMPANY, INC.

HAYES LEMMERZ INTERNATIONAL —
  COMMERCIAL HIGHWAY, INC.

By:  /s/  Patrick C. Cauley

Name: Patrick C. Cauley

Title:  Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Fred Bentley Fred Bentley	President (Principal Executive Officer)	April 8, 2008
/s/  James A. Yost James A. Yost	Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	April 8, 2008
/s/  Mark A. Brebberman Mark A. Brebberman	Corporate Controller (Principal Accounting Officer)	April 8, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Director	April 8, 2008

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HLI POWERTRAIN HOLDING COMPANY, INC.
HAYES LEMMERZ INTERNATIONAL — WABASH, INC.
HAYES LEMMERZ INTERNATIONAL — LAREDO, INC.
HLI BRAKES HOLDING COMPANY, INC.

HLI SUSPENSION HOLDING COMPANY, INC.

By:  /s/  Patrick C. Cauley

Name: Patrick C. Cauley

Title:  Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John A. Salvette John A. Salvette	President (Principal Executive Officer)	April 8, 2008
/s/  James A. Yost James A. Yost	Vice President, Finance and Chief Financial Officer (Principal Financial Officer	April 8, 2008
/s/  Mark A. Brebberman Mark A. Brebberman	Corporate Controller (Principal Accounting Officer)	April 8, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Director	April 8, 2008

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HAYES LEMMERZ FINANCE LLC

By:  /s/  Patrick C. Cauley

Name: Patrick C. Cauley

Title:  Vice President and Secretary

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title	Date
/s/  John A. Salvette John A. Salvette		President (Principal Executive Officer)	April 8, 2008
/s/  James A. Yost James A. Yost		Vice President, Finance and Chief Financial Officer (Principal Financial Officer)	April 8, 2008
/s/  Mark A. Brebberman Mark A. Brebberman		Corporate Controller (Principal Accounting Officer)	April 8, 2008
HLI OPERATING COMPANY, INC.		Sole Member	April 8, 2008
/s/  Patrick C. Cauley
By:	Patrick C. Cauley
Title:	Vice President, General Counsel and Secretary

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

INDUSTRIAS FRONTERIZAS HLI, S.A. DE C.V.

By:  /s/  John A. Salvette

Name:     John A. Salvette

Title:  President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John A. Salvette John A. Salvette	President (Principal Executive, Financial, and Accounting Officer)	April 8, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Director and Authorized United States Representative	April 8, 2008

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HLI EUROPEAN HOLDINGS ETVE, S.L.

By:  /s/  Patrick C. Cauley

Name:     Patrick C. Cauley

Title:  Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Patrick C. Cauley Patrick C. Cauley	Director and Authorized United States Representative (Principal Executive, Financial, and Accounting Officer)	April 8, 2008

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Northville, State of Michigan, on April 8, 2008.

HAYES LEMMERZ ALUMINIO S. DE R.L. DE C.V.

By:  /s/  John A. Salvette

Name:     John A. Salvette

Title:  President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John A. Salvette John A. Salvette	President (Principal Executive, Financial, and Accounting Officer)	April 8, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Director and Authorized United States Representative	April 8, 2008

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Königswinter, Germany, on April 4, 2008.

HAYES LEMMERZ MANRESA, S.L.

By:  /s/  John Leonard Stephenson

Name:     John Leonard Stephenson

Title:  Managing Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John Leonard Stephenson John Leonard Stephenson	Managing Director (Principal Executive, Financial, and Accounting Officer)	April 4, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, The Netherlands, on April 7, 2008.

HAYES LEMMERZ FABRICATED HOLDINGS B.V.

By: EXECUTIVE MANAGEMENT TRUST B.V.

Its: Managing Director

By:  /s/  Peggy Gunn

Name:     Peggy Gunn

Title:  Director

By:  /s/  Colin Longhurst

Name:     Colin Longhurst

Title:     Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Peggy Gunn Peggy Gunn	Director of Executive Management Trust B.V. (Principal Executive, Financial, and Accounting Officer)	April 7, 2008
/s/  Colin Longhurst Colin Longhurst	Director of Executive Management Trust B.V. (Principal Executive, Financial, and Accounting Officer)	April 7, 2008

II-22

Signature	Title	Date
EXECUTIVE MANAGEMENT TRUST B.V.	Managing Director	April 7, 2008
/s/  Peggy Gunn By:      Peggy Gunn Title:   Director
/s/  Colin Longhurst By:      Colin Longhurst Title:   Director
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in São Paulo, Brazil, on April 1, 2008.

BORLEM ALUMINIO S.A.

By:  /s/  David Kasul

Name:     David Kasul

Title:  President

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  David Kasul David Kasul	President (Principal Executive, Financial, and Accounting Officer)	April 1, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ostrava, Czech Republic, on April 2, 2008.

HAYES LEMMERZ ALUKOLA, S.R.O.

By:  /s/  Jiri Adamek

Name:     Jiri Adamek

Title:  Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Jiri Adamek Jiri Adamek	Director (Principal Executive, Financial, and Accounting Officer)	April 2, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-25

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ostrava, Czech Republic, on April 2, 2008.

HAYES LEMMERZ AUTOKOLA, A. S.

By:  /s/  Jiri Adamek

Name:     Jiri Adamek

Title:  Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Jiri Adamek Jiri Adamek	Director (Principal Executive, Financial, and Accounting Officer)	April 2, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-26

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Königswinter, Germany, on April 4, 2008.

HAYES LEMMERZ BARCELONA, S.A.

By:  /s/  John Leonard Stephenson

Name:     John Leonard Stephenson

Title:  Managing Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John Leonard Stephenson John Leonard Stephenson	Managing Director (Principal Executive, Financial, and Accounting Officer)	April 4, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-27

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Königswinter, Germany, on April 4, 2008.

HAYES LEMMERZ HOLDING GMBH

By:  /s/  John Leonard Stephenson

Name:     John Leonard Stephenson

Title:  Managing Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  John Leonard Stephenson John Leonard Stephenson	Managing Director (Principal Executive, Financial, and Accounting Officer)	April 4, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-28

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Königswinter, Germany, on April 1, 2008.

HAYES LEMMERZ WERKE GMBH

By:  /s/  Juan Lorenzo-Morcillo

Name:     Juan Lorenzo-Morcillo

Title:  Managing Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Juan Lorenzo-Morcillo Juan Lorenzo-Morcillo	Managing Director (Principal Executive, Financial, and Accounting Officer)	April 1, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-29

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Königswinter, Germany, on April 1, 2008.

HAYES LEMMERZ KÖNIGSWINTER GMBH

By:  /s/  Juan Lorenzo-Morcillo

Name:     Juan Lorenzo-Morcillo

Title:  Managing Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Juan Lorenzo-Morcillo Juan Lorenzo-Morcillo	Managing Director (Principal Executive, Financial, and Accounting Officer)	April 1, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-30

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Königswinter, Germany, on April 1, 2008.

HAYES LEMMERZ IMMOBILIEN GMBH & CO. KG PARTNERSHIP

By:  /s/  Juan Lorenzo-Morcillo

Name:     Juan Lorenzo-Morcillo

Title:  Managing Director

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Patrick C. Cauley and Steven Esau, and each of them, his true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him in his name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/  Juan Lorenzo-Morcillo Juan Lorenzo-Morcillo	Managing Director (Principal Executive, Financial, and Accounting Officer)	April 1, 2008
/s/  Patrick C. Cauley Patrick C. Cauley	Authorized United States Representative	April 8, 2008

II-31

EX-3.1

EXHIBIT 3.1

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

Société en commandite par actions

Siège social:  174, Route de Longwy
L-1940 Luxembourg

CONSTITUTION DE SOCIETE DU 24 MAI 2007
NUMERO . . . . . /2007

In the year two thousand six, on the twenty-forth of May.

Before Us Maître Martine Schaeffer, notary public residing in Remich. (Grand-Duchy of Luxembourg).
THERE APPEARED:

HLI Operating Company Inc., a corporation established under the laws of the State of Delaware, having its registered office at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and registered with the number 3640906;

represented by Ms Corinne PETIT, employee, with professional address in Remich, by virtue of a proxy given in Luxembourg, on May 24, 2007,

Hayes Lemmerz Finance LLC, a company established under the laws of the State of Delaware, having its registered office at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808;

represented by Corinne PETIT, employee, with professional address in Luxembourg, by virtue of a proxy given in Remich, on May 24, 2007,

The said proxies, after having been signed “ne varietur” by the representative of the appearing parties and the undersigned notary, will remain annexed to the present deed for the purpose of registration.

The appearing parties, represented as stated here-above, have requested the undersigned notary, to state as follows the articles of incorporation of a société en commandite par actions, which is hereby incorporated:

I. NAME — REGISTERED OFFICE — OBJECT — DURATION

Art. 1. — Name

There is formed among Hayes Lemmerz Finance LLC, sole general partner (associé commandité) who is also the manager of the Company (the Managing Shareholder) and the holders of ordinary shares (the Limited Shareholders, and collectively with the Managing Shareholder, the Shareholders), a société en commandite par actions under the name “Hayes Lemmerz Finance LLC — Luxembourg S.C.A.” (hereafter the Company), which shall be governed by the laws of Luxembourg, in particular by the law dated August 10, 1915, on commercial companies, as amended (hereafter the Law), as well as by the present articles of incorporation (hereafter the Articles).

Art. 2. — Registered office

2.1.

The registered office of the Company is established in Luxembourg City, Grand Duchy of Luxembourg. It may be transferred within the boundaries of the municipality by a resolution of the Managing Shareholder. The registered office may further be transferred to any other place in the Grand Duchy of Luxembourg by a resolution of the Shareholders adopted in the manner required for the amendment of the Articles.

2.2.

Branches, subsidiaries or other offices may be established either in the Grand Duchy of Luxembourg or abroad by a resolution of the Managing Shareholder. Where the Managing Shareholder determines that extraordinary political or military developments or events have occurred or are imminent as determined in its sole discretion and that these developments or events may interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances. Such temporary measures shall have no effect on the nationality of the Company, which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg incorporated company.

Art. 3. — Object

3.1.	The object of the Company is the acquisition of participations, in Luxembourg or abroad, in any companies or enterprises in any form whatsoever and the administration, management, control and development of such participations. The Company may in particular acquire by way of subscription, purchase, exchange or in any other manner any stock, shares and/or other participation securities, bonds, debentures, certificates of deposit and/or other debt instruments and more generally any securities and/or financial instruments issued by any public or private entity whatsoever. It may participate in the creation, development, management and control of any company or enterprise. It may further make direct or indirect real estate investments and invest in the acquisition and management of a portfolio of patents or other intellectual property rights of any nature or origin whatsoever.
3.2.	The Company may borrow in any form whatsoever. It may issue notes, bonds and debentures and any kind of debt and/or equity securities. The Company may lend funds including, without limitation, the proceeds of any borrowings and/or issues of debt or equity securities to its subsidiaries, affiliated companies and/or any other companies and the Company may also give guarantees and pledge, transfer, encumber or otherwise create and grant security over all or over some of its assets to guarantee its own obligations and undertakings and/or obligations and undertakings of any other company, and, generally, for its own benefit and/or the benefit of any other company or person, in each case to the extent those activities are not considered as regulated activities of the financial sector.
3.3.	The Company may generally employ any techniques and instruments relating to its investments for the purpose of their efficient management, including techniques and instruments designed to protect the Company against credit, currency exchange, interest rate risks and other risks.
3.4.	The Company may generally carry out any operations and transactions, which directly or indirectly favour or relate to its object.

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Art. 4. — Duration

4.1.	The Company is formed for an unlimited duration.
4.2.	The Company may be dissolved, at any time, by a resolution of the Shareholders of the Company adopted in the manner required for the amendment of the Articles.
4.3	The Company shall not be dissolved by reason of the death, suspension of civil rights, incapacity, insolvency, bankruptcy or any similar event affecting any of the Shareholders. In case of death, incapacity or inability of the Managing Shareholder, article 112 of the Law shall apply.

II. CAPITAL — SHARES

Art. 5. Capital

5.1.	The Company’s corporate capital is set at thirty-one thousand euro (EUR 31,000) consisting of three hundred and ten (310) management shares and thirty thousand six hundred and ninety (30,690) ordinary shares, all in registered form with a par value of one euro (EUR 1) each, subscribed and fully paid-up.
5.2.	The Managing Shareholder shall be authorized for a period of 5 (five years) starting on the date of the incorporation of the Company:

(i) to increase the corporate capital of the Company, in one or several times, from thirty-one thousand euro (EUR 31,000) to 10 million euro (EUR 10,000,000) by the creation and issuance of ordinary shares;

(ii) to determine, the moment and place of the issue of these shares;

(iii) to limit or withdraw the Shareholders’ preferential subscription rights in respect of such issue(s) of shares and to issue such shares to such person(s) as the Managing Shareholder decides;

(iv) to record by way of a notarial deed each and any share capital increase effectuated within the limits of the authorised share capital and to amend article 5.1 of the Articles accordingly; and

(v) to amend the share register of the Company every time an increase of the share capital is effected within the limits of the authorised share capital.

5.3 The share capital of the Company may be increased or reduced by a resolution of the general meeting of Shareholders of the Company adopted in the manner required for amendments of the Articles.

Art. 6. — Shares

6.1.	The shares are and will remain in registered form (actions nominatives).
6.2.	A shareholders’ register will be kept at the registered office of the Company in accordance with the provisions of the Law and may be examined by each Shareholder who so requests.
6.3	Shares shall be transferred by a written declaration of transfer registered in the shareholders’ register of the Company, such declaration of transfer to be executed by the

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	transferor and the transferee or by persons holding suitable powers of attorney. The Company may also accept as evidence of transfer other instruments of transfer satisfactory to the Company.
6.4	Each share entitles the holder to a fraction of the corporate assets and profits of the Company in direct proportion to the number of shares in existence.
6.5	Towards the Company, the Company’s shares are indivisible, since only one owner is recognized per share. Joint co-owners must appoint a sole person as their representative towards the Company.
6.6.	The Company may redeem its own shares within the limits set forth by the Law.

III. MANAGEMENT — REPRESENTATION

Art. 7. Management of the Company

7.1	The Company shall be managed by the Managing Shareholder.
7.2	All powers not expressly reserved by the Law or the present Articles to the Shareholders or to the Supervisory Board fall within the competence of the Managing Shareholder, which shall have all powers to carry out and approve all acts and operations consistent with the Company’s object.
7.3	Special and limited powers may be delegated for determined matters to one or more agents, whether shareholders or not, by the Managing Shareholder.
7.4	The Managing Shareholder is authorised to delegate the day-to-day management of the Company and the power to represent the Company in respect thereto to one or more officers, or other agents who may but are not required to be shareholders, acting individually or jointly.
7.5	The Company shall be bound towards third parties by the signature of the Managing Shareholder or by the joint or single signature of any person to whom such signatory power has been validly delegated in accordance with articles 7.3 and 7.4 of these Articles and within the limits of such power.
7.6	No contract or other transaction between the Company and any other company or person shall be affected or invalidated by the fact that the Managing Shareholder or any officers of the Company is interested in the transaction, or is a director, associate, officer or employee of such other company or person.

Art. 8. Liability

8.1 To the extent permissible under Luxembourg law, the Managing Shareholder and other officers of the Company, as well as those persons to whom such signatory powers have been validly delegated in accordance with articles 7.3 and 7.4 of these Articles, shall be indemnified out of the assets of the Company against all costs, charges, losses, damages

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and expenses incurred or sustained by them in connection with any actions, claims, suits or proceedings to which they may be made a party by reason of being or having been managers, officers or delegatees of the Company, by reason of any transaction carried out by the Company, any contract entered into or any action performed, concurred in, or omitted, in connection with the execution of their duties save for liabilities and expenses arising from their gross negligence or willful default, in each case without prejudice to any other rights to which such persons may be entitled.

8.2

The Managing Shareholder is jointly and severally liable for all liabilities of the Company to the extent that they cannot be paid out of the assets of the Company.

IV. GENERAL MEETINGS OF SHAREHOLDERS

Art. 9. Powers and voting rights

9.1	The general meeting of Shareholders properly constituted represents the entire body of Shareholders of the Company.
9.2	It cannot order, adopt, carry out or ratify acts relating to the operations of the Company without the consent of the Managing Shareholder.
9.3	Resolutions of the Shareholders shall be adopted at general meetings.
9.4	Each Shareholder has voting rights commensurate to his shareholding. Each share is entitled to one vote.

Art. 10. Notices, quorum, majority and voting proceedings

10.1	The notice periods and proceedings as well as the discussion proceedings provided by law shall govern the notice for, and conduct of, the meetings of Shareholders of the Company, unless otherwise provided herein.
10.2	Meetings of Shareholders of the Company shall be held at such place and time as may be specified in the respective convening notices of the meetings.
10.3	If all the Shareholders of the Company are present or represented at a meeting of the Shareholders of the Company, and consider themselves as being duly convened and informed of the agenda of the meeting, the meeting may be held without prior notice.
10.4	A Shareholder may act at any meeting of the Shareholders of the Company by appointing another person (who need not be a shareholder) as his proxy in writing, whether in original or by telegram, telex, facsimile or e-mail.
10.5	Each Shareholder may also participate in any meeting of the Shareholders of the Company by telephone or video conference call or by any other similar means of communication allowing all the persons taking part in the meeting to identify, hear and speak to each other. The participation in a meeting by these means is deemed equivalent to a participation in person at such meeting.

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10.6	Each Shareholder may also vote by way of voting forms provided by the Company. These voting forms contain the date and place of the meeting, the agenda of the meeting, the text of the proposed resolutions as well as for each proposed resolution, three boxes allowing the Shareholders to vote in favour, against or abstain from voting on the proposed resolution. The voting forms must be sent by the Shareholders by mail, telegram, telex, facsimile or e-mail to the registered office of the Company. The Company will only accept the voting forms which are received prior to the time of the meeting specified in the convening notice. Voting forms which show neither a vote (in favour or against the proposed resolutions) nor an abstention shall be void.
10.7	Except as otherwise required by law or by these Articles, and subject to article 9.2, resolutions at a meeting of the Shareholders of the Company duly convened will be passed by a simple majority of those present or represented and voting, regardless of the proportion of the share capital represented at such meeting.
10.8	An extraordinary general meeting convened to amend any provisions of the Articles shall not validly deliberate unless at least one-half of the capital is represented and the agenda indicates the proposed amendments to the Articles. If this quorum is not reached, a second meeting may be convened, in the manner prescribed by the Articles, by means of notices published twice, at fifteen days interval at least and fifteen days before the meeting in the Luxembourg official gazette, the Mémorial, and in two Luxembourg newspapers. Such convening notice shall reproduce the agenda and indicate the date and the results of the previous meeting. The second meeting shall validly deliberate regardless of the proportion of the capital represented. At both meetings, resolutions, in order to be adopted, must be carried by at least two-thirds of the votes cast, subject to article 9.2 of these Articles.
10.9	The nationality of the Company may be changed and the commitments of its Shareholders may be increased only with the unanimous consent of the Shareholders and bondholders.

V. SUPERVISION — ANNUAL ACCOUNTS — ALLOCATION OF PROFITS

Art. 11 Supervisory Board

11.1	The supervision of the Company including particularly its books and accounts shall be entrusted to a supervisory board comprising at least three members (the Supervisory Board) who need not be shareholders. The members of the Supervisory Board shall be appointed by the general meeting of Shareholders of the Company which will determine their number, their remuneration and the term of their office. They will be elected for a term not exceeding six years and shall be re-eligible.
11.2	The Supervisory Board must appoint a chairman among its members and it may choose a secretary.
11.3	The Supervisory Board shall have the powers of a statutory auditor, as provided for by the Law.
11.4	The Supervisory Board shall be consulted by the Managing Shareholder on such matters as the Managing Shareholder may determine and it shall authorise any actions of the Managing

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	Shareholder that may, pursuant to the Law or these Articles, exceed the powers of the Managing Shareholder.
11.5	The Supervisory Board shall meet upon call by the Managing Shareholder or by any of its members.
11.6	Written notice of any meeting of the Supervisory Board shall be given to all members at least 24 (twenty-four) hours in advance of the date set for such meeting, except in case of emergency, in which case the nature of such circumstances shall be set forth in the convening notice of the meeting of the Supervisory Board.
11.7	No such written notice is required if all members of the Supervisory Board are present or represented during the meeting and if they state to have been duly informed, and to have had full knowledge of the agenda, of the meeting. The written notice may be waived by the consent in writing, whether in original, by telefax, e-mail, telegram or telex, of each member of the Supervisory Board. Separate written notice shall not be required for meetings that are held at times and places prescribed in a schedule previously adopted by resolution of the Supervisory Board.
11.8	Any member of the Supervisory Board may act at any meeting of the Supervisory Board by appointing, in writing whether in original, by telefax, e-mail, telegram or telex, another member as his proxy. A member may also appoint another member as his proxy by phone, such appointment to be confirmed in writing subsequently.
11.9	The Supervisory Board can validly deliberate and act only if a majority of its members is present or represented. Resolutions of the Supervisory Board are validly taken by a majority of the votes cast. In the event that at any meeting the number of votes for and against a resolution are equal, the chairman of the meeting shall have a casting vote. The resolutions of the Supervisory Board will be recorded in minutes signed by all the members present or represented at the meeting or by the secretary (if any).
11.10	Any member may participate in any meeting of the Supervisory Board by telephone or video conference call or by any other similar means of communication allowing all the persons taking part in the meeting to identify, and hear and speak to, each other. The participation in a meeting by these means is deemed equivalent to a participation in person at such meeting.
11.11	Circular resolutions signed by all the members of the Supervisory Board shall be valid and binding in the same manner as if passed at a meeting duly convened and held. Such signatures may appear on a single document or on multiple copies of an identical resolution and may be evidenced by an original, or by telegram, telex, facsimile or e-mail.
11.12	The members of the Supervisory Board assume, by reason of their mandate, no personal liability in relation to any commitment validly made by them in the name of the Company, provided such commitment is in compliance with these Articles as well as the applicable provisions of the Law.
11.13	To the extent permissible under Luxembourg law, the members of the Supervisory Board shall be indemnified out of the assets of the Company against all costs, charges, losses,

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damages and expenses incurred or sustained by them in connection with any actions, claims, suits or proceedings to which they may be made a party by reason of being or having been members of the Supervisory Board, in connection with the execution of their duties save for liabilities and expenses arising from their gross negligence or willful default, in each case without prejudice to any other rights to which they may be entitled.

Art. 12. — Accounting Year and annual general meeting

12.1	The accounting year of the Company shall begin on the first of February of each year and end on the thirty-first of January of the following year.
12.2	Each year, with reference to the end of the Company’s year, the Managing Shareholder must prepare the balance sheet and the profit and loss accounts of the Company as well as an inventory including an indication of the value of the Company’s assets and liabilities, with an annex summarising all the Company’s commitments and the debts of the manager(s), and auditor(s) of the Company.
12.3	The Managing Shareholder shall, one month before the annual general meeting of Shareholders, deliver documentary evidence and a report on the operations of the Company to the Supervisory Board of the Company who must prepare a report setting forth its proposals.
12.4	The annual general meeting of the Shareholders of the Company shall be held, in accordance with Luxembourg law, in Luxembourg at the address of the registered office of the Company or at such other place in the municipality of the registered office as may be specified in the convening notice of meeting, on the July 31, of each year at 10.00 a.m. If such day is not a business day for banks in Luxembourg, the annual general meeting shall be held on the next following business day.
12.5	The annual general meeting of the Shareholders of the Company may be held abroad if, in the absolute and final judgement of the Managing Shareholder, exceptional circumstances so require.

Art. 13. — Allocation of profits

13.1	From the annual net profits of the Company, five per cent (5%) shall be allocated to the reserve required by law. This allocation shall cease to be required as soon as such legal reserve amounts to ten per cent (10%) of the capital of the Company as stated or as increased or reduced from time to time as provided in article 5 of these Articles.
13.2	The general meeting of Shareholders of the Company shall determine how the remainder of the annual net profits shall be disposed of and it may decide to pay dividends from time to time, as in its discretion it believes will best suit the corporate purpose and policy.
13.3	Dividends, when payable, will be distributed at the time and place fixed by the Managing Shareholder, in accordance with the decision of the general meeting of Shareholders. The dividends may be paid in euro or any other currency selected by the Managing Shareholder.

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13.4 The Managing Shareholder may decide to pay interim dividends under the conditions and within the limits laid down in the Law.

VI. DISSOLUTION — LIQUIDATION

14.1

In the event of dissolution of the Company, the liquidation will be carried out by one or several liquidators, who do not need to be Shareholders, appointed by a resolution of the general meeting of Shareholders which will determine their powers and remuneration. Unless otherwise provided for in the resolution of the Shareholders or by Law, the liquidators shall be invested with the broadest powers for the realisation of the assets and payments of the liabilities of the Company.

14.2

The surplus resulting from the realisation of the assets and the payment of the liabilities of the Company shall be paid to the Shareholders in proportion to the shares held by each Shareholder in the Company.

VII. GENERAL PROVISION

Reference is made to the provisions of the Law and to any agreement which may be entered into among the Shareholders from time to time (if any) for all matters for which no specific provision is made in these Articles.

TRANSITORY PROVISION

The first accounting year shall begin on the date of this deed and shall end on January 31, 2008.

SUBSCRIPTION-PAYMENT

Thereupon,

HLI Operating Company Inc., prenamed and represented as stated above declares to subscribe for thirty thousand six hundred and ninety (30,690) ordinary shares in registered form, with a par value of one euro (EUR 1) each, and to fully pay them up by way of a contribution in cash amounting to thirty thousand six hundred and ninety euros (EUR 30,690).

Hayes Lemmerz Finance LLC, prenamed and represented as stated above declares to subscribe for three hundred and ten (310) shares, with a par value of one euro (EUR 1) each, and to fully pay them up by way of a contribution in cash amounting to three hundred and ten euros (EUR 310).

The amount of thirty-one thousand euro (EUR 31,000) is at the disposal of the Company, as has been proved to the undersigned notary, who expressly acknowledges it.

COSTS

The expenses, costs, fees and charges of any kind whatsoever which will have to be borne by the Company as a result of its incorporation are estimated at approximately one thousand five hundred euro (1,500.-EUR).

RESOLUTIONS OF THE SHAREHOLDERS

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Immediately after the incorporation of the Company, the Shareholders of the Company, representing the entirety of the subscribed share capital have passed the following resolutions:

1.	The number of members of the Supervisory Board of the Company is set at 3 (three).
2.	The following persons are appointed as members of the Supervisory Board of the Company for a term which will expire at the annual general meeting of the shareholders of the Company to be held in Luxembourg in 2013:

1.	Mr Patrick C. Cauley, attorney, having its professional address at 15300 Centennial Drive, Northville, Michigan 48167 (United States of America);
2.	Mr Christophe Gammal, born in Uccle (Belgium) on August 9, 1967, with professional address at 174, route de Longwy, L-1940 Luxembourg; and
3.	Mr Gary Findling, born in Grosse Pointe Woods, Michigan (United States of America) on 17 July 1954, residing at 5345 Overbrook Drive, Ann Arbor, MI 48105 (United States of America).

3.	KPMG Audit, with registered office at 31, Allée Scheffer in L-2520 Luxembourg, is appointed as external auditor of the Company.
4.	The registered office of the Company is set at 174, Route de Longwy in L-1940 Luxembourg

DECLARATION

The undersigned notary who understands and speaks English, states herewith that on request of the above appearing parties, the present deed is worded in English followed by a French version and in case of divergences between the English and the French text, the English version will be prevailing.
WHEREOF the present deed was drawn up in Luxembourg, on the day named at the beginning of this document.

The document having been read to the proxyholder of the appearing parties who signed together with the notary the present deed.

SUIT LA TRADUCTION FRANCAISE DU TEXTE QUI PRECEDE:

L’an deux mille sept, le vingt-quatre mai.

Par devant Maître Martine SCHAEFFER, notaire de résidence à Mersch, Grand-Duché de Luxembourg,
ONT COMPARU :

HLI Operating Company Inc., une société établie selon les lois de l’Etat du Delaware, ayant son siège social au 2711 Centerville Road, Suit 400, Wilmington, Delaware 19808 et immatriculée sous le numéro 3640906 ;

représentée par Mlle Corinne PETIT, employée privée, avec adresse professionnelle à Remich, en vertu d’une procuration donnée à Luxembourg, le 24 mai 2007,

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Hayes Lemmerz Finance LLC, une société établie selon les lois de l’Etat du Delaware, ayant son siège social au 2711 Centerville Road, Suit 400, Wilmington, Delaware 19808

représentée par Mlle Corinne PETIT, employée privée, avec adresse professionnelle à Remich, en vertu d’une procuration donnée à Luxembourg, le 24 mai 2007,

Lesdites procurations, après avoir été signées « ne varietur » par le mandataire des parties comparantes et le notaire instrumentant, resteront annexées au présent acte pour les formalités de l’enregistrement.

Les parties comparantes, représentées comme indiqué ci-dessus, ont prié le notaire instrumentant d’acter de la façon suivante les statuts d’une société en commandite par actions qui est ainsi constituée :

I. NOM SIEGE SOCIAL — OBJET — DUREE

Art. 1. Dénomination

Il est formé entre Hayes Lemmerz Finance LLC, l’associé commandité unique qui est également le gérant de la Société (l’Associé-Gérant-Commandité) et les détenteurs d’actions ordinaires (les Associés Commanditaires, et ensemble avec l’Associé-Gérant-Commandité, les Associés) une société en commandite par actions sous la dénomination de « Hayes Lemmerz Finance LLC — Luxembourg S.C.A. » (ci-après la Société), qui sera régie par les lois du Luxembourg, en particulier par la loi du 10 août 1915 sur les sociétés commerciales, telle que modifiée (la Loi), ainsi que par les présents statuts (les Statuts).

Art. 2. Siège social

2.1.

Le siège social de la Société est établi à Luxembourg-Ville, Grand-Duché de Luxembourg. Il peut être transféré dans les limites de la commune par une résolution de l’Associé-Gérant-Commandité. Le siège social peut par ailleurs être transféré en tout autre endroit du Grand-Duché de Luxembourg par résolution des Associés délibérant de la manière requise pour la modification des Statuts.

2.2.

Des succursales, filiales ou autres bureaux peuvent être établis tant au Grand-Duché de Luxembourg qu’à l’étranger par décision de l’Associé-Gérant-Commandité. Au cas où l’Associé-Gérant-Commandité estime que des événements extraordinaires d’ordre politique ou militaire de nature à compromettre l’activité normale de la Société à son siège social ou la communication de ce siège avec l’étranger se sont produits ou sont imminents, le siège social pourra être transféré provisoirement à l’étranger jusqu’à cessation complète de ces circonstances anormales. Cette mesure provisoire n’aura toutefois aucun effet sur la nationalité de la Société, qui, malgré ce transfert provisoire, restera luxembourgeoise.

Art. 3. Objet

3.1. L’objet de la Société est la prise de participations, tant au Luxembourg qu’à l’étranger, dans toutes sociétés ou entreprises sous quelque forme que ce soit, et l’administration, la gestion,

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	le contrôle et le développement de ces participations. La Société pourra en particulier acquérir par souscription, achat, et échange ou de toute autre manière tous titres, actions et/ou autres valeurs de participation, obligations, créances, certificats de dépôt et/ou autres instruments de dette, et, en général toutes valeurs ou instruments financiers émis par toute entité publique ou privée. Elle pourra participer à la création, le développement, la gestion et le contrôle de toutes sociétés ou entreprises. Elle pourra en outre effectuer directement ou indirectement des investissements immobiliers et investir dans l’acquisition et gérer un portefeuille de brevets ou d’autres droits de propriété intellectuelle de quelque nature ou origine que ce soit.
3.2.	La Société pourra emprunter sous quelque forme que ce soit. Elle peut procéder à l’émission de billet à ordre, obligations et emprunts obligataires et d’autres titres représentatifs d’emprunts et/ou de participation. La Société pourra prêter des fonds, en ce compris, sans limitation, ceux résultant des emprunts et/ou des émissions d’obligations ou valeurs de participation, à ses filiales, sociétés affiliées et/ou à toutes autres sociétés et la Société peut également consentir des garanties et nantir, céder, grever de charges ou autrement créer et accorder des sûretés portant sur toute ou partie de ses avoirs afin de garantir ses propres obligations et engagements et/ou obligations et engagements de toutes autres sociétés et, de manière générale, en sa faveur et/ou en faveur de toutes autres sociétés ou personnes, dans chaque cas, pour autant que ces activités ne constituent pas des activités réglementées du secteur financier.
3.3.	La Société peut, d’une manière générale, employer toutes techniques et instruments liés à ses investissements en vue de leur gestion efficace, en ce compris des techniques et instruments destinés à la protéger contre les risques de crédit, fluctuations monétaires, fluctuations de taux d’intérêt et autres risques.
3.4.	La Société peut d’une façon générale effectuer toutes les opérations et transactions qui favorisent directement ou indirectement ou se rapportent à son objet.

Art. 4. Durée

4.1.	La Société est formée pour une durée illimitée.
4.2.	La Société peut être dissoute à tout moment, par une résolution des Associés de la Société délibérant de la manière requise pour la modification des Statuts.
4.3.	La Société ne sera pas dissoute par suite du décès, de l’interdiction, de l’incapacité, de l’insolvabilité, de la faillite ou de tout autre événement similaire affectant un des Associés. En cas de décès, d’incapacité ou d’empêchement de l’Associé-Gérant-Commandité, l’article 112 de la Loi s’appliquera.

II. CAPITAL SOCIAL — ACTIONS

Art. 5. Capital

5.1. Le capital social souscrit de la Société est fixé à trente et un mille euros (EUR 31.000) représenté par trois cent dix (310) actions de commandité et trente mille six cent quatre-

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	vingt-dix (30.690) actions ordinaires, toutes sous forme nominatives, d’une valeur nominale d’un euro (EUR 1) chacune, souscrites et entièrement libérées.
5.2	L’Associé-Gérant-Commandité est autorisé pendant une période de cinq (5) ans à partir de la date de constitution de la Société à :

(i) augmenter le capital social de la Société, à une ou plusieurs reprises, de trente et un mille euros (EUR 31.000) à 10 million d’euros (EUR 10.000.000) par la création et l’émission d’ actions ordinaires de la Société;

(ii) déterminer le moment et le lieu de l’émission de ces actions;

(iii) limiter ou suspendre les droits de souscription préférentielle des Associés relatifs à cette ou ces émission(s) d’actions ordinaires et émettre ces actions aux personnes désignées par l’Associé-Gérant-Commandité;

(iv) enregistrer par un acte notarié toute augmentation de capital dans les limites du capital autorisé, et de modifier l’article 5.1. des Statuts en conséquence ; et

(v) modifier le registre des actions de la Société chaque fois qu’une augmentation de capital est effectuée dans les limites du capital autorisé.

5.3. Le capital social de la Société peut être augmenté ou réduit par une résolution de l’assemblée générale des Associés de la Société adoptée de la manière requise pour la modification des Statuts.

Art. 6. Actions

6.1.	Les actions sont et resteront des actions nominatives.
6.2.	Un registre des associés sera maintenu au siège social de la Société conformément aux dispositions de la Loi, et il peut être consulté par chaque Associé qui le désire.
6.3.	Les actions seront transférées par une déclaration écrite de transfert inscrite dans le registre des associés, qui sera exécutée par le cédant et le cessionnaire ou par leur mandataire respectif. La Société peut aussi accepter d’autres instruments de transfert qu’elle jugera satisfaisants comme preuve de transfert.
6.4.	Chaque action confère à son détenteur une fraction des actifs et bénéfices de la Société en proportion directe avec le nombre des actions existantes.
6.5.	Envers la Société, les actions sont indivisibles, de sorte qu’un seul propriétaire par action est admis. Les copropriétaires doivent désigner une seule personne qui les représente auprès de la Société.
6.6.	La Société peut racheter ses propres actions dans les limites fixées par la Loi.

II. GESTION — REPRESENTATION

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Art. 7. Gestion de la Société

7.1.	La Société est administrée par l’Associé-Gérant-Commandité.
7.2.	Tous les pouvoirs non expressément réservés par la Loi ou les présents Statuts aux Associés ou au Conseil de Surveillance seront de la compétence de l’Associé-Gérant-Commandité qui aura tous les pouvoirs pour effectuer et approuver tous actes et opérations conformes à l’objet social de la Société.
7.3.	Des pouvoirs spéciaux et limités pour des tâches spécifiques peuvent être délégués à un ou plusieurs agents, associés ou non, par l’Associé-Gérant-Commandité.
7.4.	L’Associé-Gérant-Commandité est autorisé à déléguer la gestion journalière de la Société et le pouvoir de représenter la Société dans le cadre de cette gestion journalière à un ou plusieurs fondés de pouvoir ou autres agents, associés ou non, agissant individuellement ou conjointement.
7.5.	La Société sera engagée vis-à-vis des tiers par la signature de l’Associé-Gérant-Commandité ou par la signature individuelle ou conjointe de toute personne à qui un tel pouvoir de signature a été valablement délégué conformément aux articles 7.3. et 7.4. des Statuts et dans les limites de ce pouvoir.
7.6.	Aucun contrat ou autre transaction entre la Société et toute autre société ou personne ne sera affecté ou invalidé par le fait que l’Associé-Gérant-Commandité ou autres fondés de pouvoir de la Société a un intérêt dans la transaction, ou est un directeur, associé, agent ou employé de cette autre société ou personne.

Art. 8. Responsabilité

8.1. Dans la mesure permise par le droit luxembourgeois, l’Associé-Gérant-Commandité et les autres fondés de pouvoir de la Société, ainsi que les personnes à qui des pouvoirs de signature ont été valablement délégués conformément aux articles 7.3. et 7.4. des présents Statuts, seront indemnisés par prélèvement sur les actifs de la Société contre tous les coûts, frais, pertes, dommages et dépenses encourus ou supportés par eux en relation avec toutes actions, plaintes, procès ou procédures auxquels ils peuvent être partie en raison de leur statut actuel ou passé de gérants, fondés de pouvoir ou délégués de la Société, en raison de toute transaction effectuée par la Société, tout contrat conclu ou action accomplie, ou omise ou dans laquelle ils ont participé, en relation avec l’exécution de leurs obligations, à l’exception des dommages et dépenses dues à leur faute lourde ou manquement dolosif, dans chaque cas, sans préjudice de tous les autres droits dont peuvent jouir ces personnes.

8.2. L’Associé-Gérant-Commandité est conjointement et solidairement responsable des dettes de la Société dans la mesure où celles-ci ne peuvent pas être couvertes par les actifs de la Société.

IV. ASSEMBLEES GENERALES DES ASSOCIES

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Art. 9. Pouvoirs et droits de vote

9.1.	L’assemblée générale des Associés régulièrement constituée représente l’organe entier des Associés de la Société.
9.2.	Elle ne peut ordonner, adopter, exécuter ou ratifier des actes relatifs à des opérations de la Société sans l’accord de l’Associé-Gérant-Commandité.
9.3.	Les résolutions des Associés sont adoptées aux assemblées générales.
9.4.	Chaque Associé a un droit de vote proportionnel à son actionnariat. Chaque action donne droit à un vote.

Art. 10 Convocation, quorum, majorité et procédure de vote

10.1.	Les délais et formalités de convocation ainsi que les règles de tenue des assemblées générales prévus par la Loi gouverneront la convocation et la conduite des assemblées des Associés de la Société sauf stipulations contraires par les présent Statuts.
10.2.	Les assemblées des Associés de la Société seront tenues aux lieu et heure précisés dans les convocations respectives des assemblées.
10.3	Si tous les Associés de la Société sont présents ou représentés à l’assemblée des Associés de la Société et se considèrent eux-mêmes comme dûment convoqués et informés de l’ordre du jour de l’assemblée, l’assemblée pourra se tenir sans convocation préalable.
10.4.	Un Associé peut prendre part aux assemblées générales des Associés de la Société en désignant une autre personne comme mandataire (qui n’a pas besoin d’être un associé) par écrit, soit en original, soit par télégramme, télex, facsimile ou courrier électronique.
10.5.	Chaque associé peut également participer à toute assemblée des Associés de la Société par conférence téléphonique ou vidéoconférence ou par tout autre moyen de communication similaire, permettant à toutes les personnes participant à l’assemblée de s’identifier, s’entendre et se parler. La participation à une assemblée par ces moyens équivaut à une participation en personne à ladite assemblée.
10.6	Chaque Associé peut également voter grâce aux formulaires de vote fournis par la Société. Les formulaires de vote contiennent la date et le lieu de l’assemblée, l’ordre du jour de l’assemblée, le texte des résolutions proposées ainsi que pour chaque résolution proposée, trois cases permettant aux Associés de voter en faveur, contre ou de s’abstenir de voter s’agissant de la résolution proposée. Les formulaires de vote doivent être envoyés par les Associés par courrier, télégramme, télex, facsimile ou courrier électronique au siège social de la Société. La Société n’acceptera que les formulaires de vote reçus avant la date de l’assemblée précisée dans la convocation. Les formulaires de vote qui ne contiennent ni un vote (en faveur ou contre les résolutions proposées) ni une abstention seront nuls.
10.7	Sans préjudices des dispositions contraires prévues par la Loi ou les présents Statuts, et sous réserve de l’article 9.2, les résolutions à une assemblée des Associés de la Société

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	dûment convoquée seront adoptées à la majorité simple des Associés présents ou représentés et votants, sans tenir compte de la proportion du capital social représenté à cette assemblée.
10.8.	Une assemblée générale extraordinaire des associés convoquée aux fins de modifier les Statuts ne pourra valablement délibérer que si la moitié au moins du capital social est représentée et que l’ordre du jour indique les modifications statutaires proposées. Si ce quorum n’est pas atteint, une seconde assemblée sera convoquée dans les formes statutaires, par des annonces insérées deux fois, à quinze jours d’intervalle au moins et quinze jours avant l’assemblée dans le journal officiel du Luxembourg, le Mémorial, et dans deux journaux de Luxembourg. Cette convocation reproduira l’ordre du jour et indiquera la date et le résultat de la précédente assemblée. La seconde assemblée délibèrera valablement quelle que soit la proportion du capital représentée. Dans les deux assemblées, les résolutions, pour être adoptées, devront réunir les deux tiers au moins des voix exprimées sous réserve de l’article 9.2. des présents Statuts.
10.9.	La nationalité de la Société ne peut être changée et les engagements de ses Associés ne peuvent être augmentés qu’avec l’accord unanime des Associés et propriétaires d’obligations.

V. SUPERVISION — COMPTES ANNUELS — AFFECTATION DES BENEFICES

Art. 11. Conseil de Surveillance.

11.1.	La supervision de la Société comprenant en particulier ses livres et comptes sera confiée à un conseil de surveillance composé d’au moins trois membres (le Conseil de Surveillance) qui n’ont pas besoin d’être associés. Les membres du Conseil de Surveillance seront nommés par l’assemblée générale des Associés de la Société qui déterminera leur nombre, leur rémunération et la durée de leur mandat. Ils seront élus pour une durée maximale de six ans et seront rééligibles.
11.2.	Le Conseil de Surveillance devra nommer un président parmi ses membres et peut désigner un secrétaire.
11.3.	Le Conseil de Surveillance aura les pouvoirs d’un commissaire aux comptes, tels que prévus par la Loi.
11.4.	Le Conseil de Surveillance sera consulté par l’Associé-Gérant-Commandité sur toutes les questions que l’Associé Commandité déterminera, et il pourra autoriser les initiatives de l’Associé-Gérant-Commandité qui, selon la Loi ou les présents Statuts, dépassent les pouvoirs de l’Associé-Gérant-Commandité.
11.5.	Le Conseil de Surveillance est convoqué par l’Associé-Gérant-Commandité ou par un de ses membres.
11.6.	Une convocation écrite à toute réunion du Conseil de Surveillance sera donnée à tous ses membres au moins 24 (vingt-quatre) heures avant la date fixée de la réunion, sauf en cas d’urgence, auquel cas la nature de ces circonstances sera précisée dans la convocation de ladite réunion du Conseil de Surveillance.

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11.7.	Cette convocation écrite n’est pas nécessaire si tous les membres du Conseil de Surveillance sont présents ou représentés à la réunion et s’ils déclarent avoir été dûment informés et avoir parfaite connaissance de l’ordre du jour de la réunion. Il peut aussi être renoncé à la convocation écrite avec l’accord écrit de chaque membre du Conseil de Surveillance de la Société soit en original, soit par téléfax, courrier électronique, télégramme ou télex. Des convocations écrites ne seront pas exigées pour des réunions se tenant à une heure et à un endroit prévus dans un calendrier préalablement adopté par résolution du Conseil de Surveillance.
11.8.	Tout membre du Conseil de Surveillance peut participer à toute réunion du Conseil de Surveillance en nommant par écrit, soit en original ou par téléfax, courrier électronique, télégramme ou télex, un autre membre comme son mandataire. Un membre peut également nommer un autre membre comme son mandataire par téléphone, mais cette nomination devra ensuite être confirmée par écrit.
11.9.	Le Conseil de Surveillance ne peut délibérer et agir valablement que si la majorité de ses membres est présente ou représentée. Les décisions du Conseil de Surveillance sont prises à la majorité des voix exprimées. Si à une réunion, il y a égalité du nombre de voix pour et contre une résolution, le vote du président sera prépondérant. Les résolutions du Conseil de Surveillance seront consignées en procès-verbaux, signés par tous les membres présents ou représentés à la réunion ou par le secrétaire (le cas échéant).
11.10	Tout membre peut participer à une réunion du Conseil de Surveillance par conférence téléphonique ou vidéoconférence ou par tout autre moyen de communication similaire, permettant à toutes les personnes participant à la réunion de s’identifier, s’entendre et se parler. La participation à une réunion par ces moyens équivaut à une participation en personne à ladite réunion.
11.11.	Des résolutions circulaires signées par tous les membres du Conseil de Surveillance seront valables comme si elles avaient été adoptées à une réunion dûment convoquée et tenue. Les signatures peuvent être apposées sur un document unique ou sur plusieurs copies d’une résolution identique et, envoyées en original, par télégramme, telex, facsimile ou courrier électronique.
11.12.	Les membres du Conseil de Surveillance ne contractent à raison de leur fonction aucune obligation personnelle relativement aux engagements régulièrement pris par eux au nom de la Société, dans la mesure où ces engagements sont pris en conformité avec les Statuts et les dispositions applicables de la Loi.
11.13.	Dans la mesure permise par le droit luxembourgeois, les membres du Conseil de Surveillance seront indemnisés par prélèvement sur les actifs de la Société contre tous les coûts, frais, pertes, dommages et dépenses encourus ou supportés par eux en relation avec toutes actions, plaintes, procès ou procédures auxquels ils peuvent être partie en raison de leur statut actuel ou passé de membre du Conseil de Surveillance, en relation avec l’exécution de leurs obligations, à l’exception des dommages et dépenses dues à leur faute lourde ou manquement dolosif, dans chaque cas, sans préjudice de tous les autres droits dont ils peuvent jouir.

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Art. 12 Exercice social et assemblée générale annuelle

12.1.	L’exercice social de la Société commence le premier février de chaque année et se termine le trente et un janvier de l’année suivante.
12.2.	Chaque année, à la fin de l’exercice, l’Associé-Gérant-Commandité dresse le bilan et le compte de profits et pertes de la Société ainsi qu’un inventaire comprenant l’indication des valeurs actives et passives de la Société avec une annexe résumant tous les engagements de la Société et les dettes des gérants et commissaires aux comptes de la Société.
12.3.	L’Associé-Gérant-Commandité devra, un mois avant la date de l’assemblée générale annuelle des Associés, fournir les pièces justificatives et un rapport sur les opérations de la Société au Conseil de Surveillance de la Société qui devra préparer un rapport exposant ses propositions.
12.4.	L’assemblée générale annuelle des Associés de la Société se tiendra, conformément au droit luxembourgeois, au Luxembourg, à l’adresse du siège social de la Société ou à tout autre endroit dans la commune du siège social tel que précisé dans l’avis de convocation, le 31 juillet de chaque année à 10h00 a.m. Si ce jour n’est pas un jour ouvrable bancaire au Luxembourg, l’assemblée générale annuelle se tiendra le jour ouvrable suivant.
12.5.	L’assemblée générale annuelle des Associés de la Société peut se tenir à l’étranger, si l’Associé-Gérant-Commandité considère de manière discrétionnaire que des circonstances exceptionnelles l’exigent.

Art. 13. Affectation des bénéfices

13.1	Cinq pour cent (5 %) des bénéfices nets annuels de la Société seront affectés à la réserve requise par la loi. Cette affectation cessera d’être exigée dès que la réserve légale aura atteint dix pour cent (10 %) du capital social souscrit tel qu’il est fixé ou tel que celui-ci aura été augmenté ou réduit, selon l’article 5 des Statuts.
13.2.	L’assemblée générale des Associés de la Société décidera de l’affectation du solde des bénéfices nets annuels et décidera de payer des dividendes aux moments qu’elle jugera opportun au regard des objectifs et de la politique de la Société.
13.3.	Les dividendes seront distribués au moment et au lieu fixés par l’Associé-Gérant-Commandité conformément à la décision de l’assemblée générale des Associés. Les dividendes peuvent être payés en euro ou en toute autre devise choisie par l’Associé-Gérant-Commandité.
13.4.	L’Associé-Gérant-Commandité peut décider de payer des dividendes intérimaires aux conditions et dans les limites fixées par la Loi.

VI. DISSOLUTION — LIQUIDATION

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14.1.

En cas de dissolution de la Société, la liquidation sera effectuée par un ou plusieurs liquidateurs, qui n’ont pas besoin d’être Associés, nommés par une résolution de l’assemblée générale des Associés qui déterminera leurs pouvoirs et leur rémunération. Sauf disposition contraire prévue par la Loi ou la décision des Associés de la Société, les liquidateurs seront investis des pouvoirs les plus larges pour la réalisation des actifs et du paiement des dettes de la Société.

14.2.

Le boni de liquidation résultant de la réalisation des actifs et après paiement des dettes de la Société sera distribué aux Associés proportionnellement au nombre d’actions détenues par chaque Associé dans la Société.

VI. DISPOSITION GENERALE

Il est fait référence aux dispositions de la Loi et à tout contrat qui peut être conclu entre les Associés de temps à autre (le cas échéant) pour tous les points qui ne font pas l’objet d’une disposition spécifique dans ces présents Statuts.

DISPOSITION TRANSITOIRE

Le premier exercice social commencera à la date du présent acte et s’achèvera le 31 janvier 2008.

SOUSCRIPTION ET LIBERATION

Sur ces faits,

HLI Operating Company Inc., prénommée et représentée comme indiqué ci-dessus, déclare souscrire trente mille six cent quatre-vingt-dix (30.690) actions ordinaires sous forme nominative, d’une valeur nominale d’un euro (EUR 1) chacune, et de les libérer intégralement par un apport en numéraire d’un montant de trente mille six cent quatre-vingt-dix euros (EUR 30.690).

Hayes Lemmerz Finance LLC, prénommée et représentée comme indiqué ci-dessus, déclare souscrire trois cent dix (310) actions de commandité sous forme nominative, d’une valeur nominale d’un euro (EUR 1) chacune, et de les libérer intégralement par un apport en numéraire d’un montant de trois cent dix euros (EUR 310).

Le montant de trente et un mille euros (EUR 31.000) est à la disposition de la Société, comme il a été prouvé au notaire instrumentant qui le reconnaît expressément.

FRAIS

Les dépenses, coûts, honoraires et charges de toutes sortes qui incombent à la Société du fait de sa constitution s’élèvent approximativement à mille cinq cents euros (1,500.-EUR).

RESOLUTIONS DES ASSOCIES

Immédiatement après la constitution de la Société, les Associé de la Société, représentant l’intégralité du capital social souscrit ont pris les résolutions suivantes :

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1.	Le nombre des membres du Conseil de Surveillance de la Société est fixé à trois (3).
2.	Les personnes suivantes sont nommées membres du Conseil de Surveillance de la Société pour une durée qui expirera à l’assemblée générale annuelle des Associés de la Société qui se tiendra à Luxembourg en 2013:

1.	M. Patrick Cauley, avocat, ayant son adresse professionnelle au 15300 Centennial Drive, Northville, Michigan 48167 (Etats-Unis d’Amérique) ;
2.	M. Christophe Gammal né à Uccle (Belgique) le 9 août 1967, ayant son adresse professionnelle au 174, route de Longwy, L-1940 Luxembourg; et
3.	M. Gary Findling, né à Grosse Pointe Woods, Michigan le 17 juillet 1954, ayant son adresseau 5345 Overbrook Drive, Ann Arbor, MI 48105 (Etats-Unis d’Amérique).

3.	KPMG Audit, avec siège social au 31, Allée Scheffer, L-2520 Luxembourg est nommé réviseur d’entreprise.
4.	Le siège social de la Société est établi au 174, route de Longwy, L-1940 Luxembourg.

DECLARATION

Le notaire soussigné qui comprend et parle l’anglais, déclare qu’à la requête des parties comparantes, le présent acte est rédigé en anglais suivi d’une traduction française et qu’en cas de divergence entre le texte anglais et français, la version anglaise fera foi.

Fait et passé à Luxembourg, à la date qu’en tête des présentes.

Lecture du document ayant été faite au mandataire des parties comparantes, celui-ci a signé, avec le notaire instrumentant, le présent acte.

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Hayes Lemmerz Finance LLC-Luxembourg S.C.A.
Société en commandite par actions
Siège social: L-1940 Luxembourg
174, route de Longwy

ACTE RECTIFICATIF

DU 20 AOÛT 2007

     In the year two thousand and seven, on the twentieth of August.

     Before Maître Martine SCHAEFFER, notary residing in Luxembourg.

     THERE APPEARED:

     1) HLI Operating Company Inc., a corporation established under the laws of the State of Delaware, having its registered office at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808 and registered with the number 3640906, represented by Ms Corinne PETIT, employee, with professional address in Remich, by virtue of a proxy given in Luxembourg, on May 24, 2007;

     2) Hayes Lemmerz Finance LLC, a company established under the laws of the State of Delaware, having its registered office at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, represented by Ms Corinne PETIT, employee, with professional address in Remich, by virtue of a proxy given in Luxembourg, on May 24, 2007.

     The proxyholder acts pursuant to proxies which remained annexed to the deed of incorporation of the company.

     The appearing parties, represented as stated here-above, have requested the undersigned notary, to state that they are the shareholders of the company Hayes Lemmerz Finance LLC-Luxembourg S.C.A., with registered office in Luxembourg, incorporated pursuant to a deed of the undersigned notary, then residing in Remich, on May 24, 2007, published in the Mémorial C, Receuil des Sociétés et Associations Numéro 1551 du 25 juillet 2007.

     In the precited deed of Incorporation the paragraph Subscription-Payment has to be amended in the following manner:

     SUBSCRIPTION-PAYMENT

     HLI Operating Company Inc., prenamed and represented as stated above declares to subscribe for thirty thousand six hundred and eighty-nine (30,689) ordinary shares in registered form, with a par value of one euro (EUR 1) each, and to fully pay them up by way of a contribution in cash amounting to thirty thousand six hundred and eighty-nine euros (EUR 30,689).

     Hayes Lemmerz Finance LLC, prenamed and represented as stated above declares to subscribe for three hundred and ten (310) management shares, with a par value of one euro (EUR 1) each, and to one (1) ordinary share in registered form, with a par value of one euro (EUR 1) each, and to fully pay them up by way of a contribution in cash amounting to three hundred and eleven euro (EUR 311).

     It is requested to correct this error wherever necessary.

     In faith of which We, the undersigned notary, set our hand and seal in Luxembourg-City.

     On the day and year named at the beginning of this document.

     The undersigned notary, who understands and speaks English, states herewith that on request of the above appearing person, the present deed is worded in English, followed by a French version; on request of the same

appearing person and in case of divergences between the English and the French texts, the English version wili prevail.

     The document having been read to the person appearing, said person appearing signed with Us the notary, the present original deed.

     TRADUCTION FRANCAISE DU TEXTE OUI PRECEDE

     L’an deux mille sept, le vingt août.

     Pardevant Maître Martine SCHAEFFER, notaire de résidence à Luxembourg.

     ONT COMPARU:

     1) HLI Operating Company Inc., une société établie selon les lois de l’Etat du Delaware, ayant son siège social au 2711 Centerville Road, Suit 400, Wilmington, Delaware 19808 et immatriculée sous le numéro 3640906, représentée par Mlle Corinne PETIT, employée privée, avec adresse professionnelle à Remich, en vertu d’une procuration donnée à Luxembourg, le 24 mai 2007 ;

     2) Hayes Lemmerz Finance LLC, une société établie selon les lois de l’Etat du Delaware, ayant son siège social au 2711 Centerville Road, Suit 400, Wilmington, Delaware 19808, représentée par Mlle Corinne PETIT, employée privée, avec adresse professionnelle à Remich, en vertu d’une procuration donnée à Luxembourg, le 24 mai 2007.

     La mandataire agit en vertu de procurations qui sont restées annexées à l’acte de constitution.

     Les comparantes, représentées comme dit ci-dessus, ont requis le notaire instrumentaire d’acter qu’ils sont les actionnaires de la société Hayes Lemmerz Finance LLC-Luxembourg S.C.A., avec siege social à Luxembourg, constituée suivant acte du notaire instrumentaire, alors de résidence à Remich, en date du 24 mai 2007, publié au Mémorial C, Recueil des Sociétés et Associations numéro 1551 du 25 juillet 2007.

     Dans le prédit acte de constitution l’alinéa Souscription et Libération doit être modifié pour lui donner la teneur suivante :

     SOUSCRIPTION ET LIBERATION

     HLI Operating Company Inc., prénommée et représentée comme indiqué ci-dessus, déclare souscrire trente mille six cent quatre-vingt-neuf

(30.689) actions ordinaires sous forme nominative, d’une valeur nominale d’un euro (EUR 1) chacune, et de les libérer intégralement par un apport en numéraire d’un montant de trente mille six cent quatre-vingt-neuf euros (EUR 30.689).

     Hayes Lemmerz Finance LLC, prénommée et représentée comme indiqué ci-dessus, déclare souscrire trois cent dix (310) actions de commandité sous forme nominative, d’une valeur nominale d’un euro (EUR 1) chacune, et une (1) action ordinaire d’une valeur nominale d’un euro (EUR 1) chacune, et de les libérer intégralement par un apport en numéraire d’un montant de trois cent onze euros (EUR 311).

     Réquisition est faite d’opérer cette rectification partout où il y a lieu.

     DONT ACTE

     Fait et passé à Luxembourg, date qu’en tête.

     Le notaire soussigné, qui comprend et parle l’anglais, constate par les présentes qu’à la requête du comparant, le présent acte est rédigé en anglais suivi d’une version française; à la requête du même comparant et en cas de divergences entre les textes anglais et français, la version anglaise fera foi.

     Et après lecture faite et interprétation donnée à la comparante, celle-ci a signé avec Nous notaire la présente minute.

EX-3.57

Exhibit 3.57

Translation

BY-LAWS OF

INDUSTRIAS FRONTERIZAS HLI, S.A. DE C.V.

Name

ONE.— The name of the company shall be “Industrias Fronterizas HLI”, which shall always be followed by the words “Sociedad Anónima de Capital Variable” (“Variable Capital Company”) or the abbreviation “S.A. de C.V.”

Domicile

TWO.— The domicile of the company shall be Ciudad de Nuevo Laredo State of Tamaulipas, provided that the company shall be permitted by the Shareholders’ Meetings or by the Board of Directors, to establish branches or agencies and agree to contractual addresses in any other place within the Mexican Republic or abroad.

Term

THREE.— The term of the company shall be ninety-nine years dated as of the date of this deed of incorporation.

Corporate Purpose

FOUR.— The company’s purpose is to:

Execution of operations related to the manufacture activities, under the protection of the “Executive Order for the Promotion and Operation of the Manufacture Industry of Exportation” (“Decreto para el Fomento y Operación para la Industria Maquiladora de Exportación”) for the effects of the following:

A.	The manufacture, production, melting, fabrication, painting, assemble, packing, processing, importation, exportation, buy, sell, distribution and in general the commerce of multiples of admission and of escape of vehicles.
B.	Manufacture, production, melting, machinery, painting, assemble, packing, processing, import, export, buy, sell, distribution and in general the commerce with parts and components for all kinds of vehicles.
C.	Import and export of raw material, machinery, typical and necessary equipment, for the attainment of the before-mentioned objects.

D.	Export of the products elaborated, in reference to the ones above-mentioned.
E.	Assemble, fabrication, packing and processing of all kinds of products allowed by Law.
F.	Present and receive all kinds of services related with the abovementioned.
G.	Establish, acquire, lease and operate, according with the law, workshops, storage rooms, plants, warehouse and any other establishment that will be necessary for the realization of the corporate purpose.
H.	Acquire, possess, lease, buy and sell the assets necessary for the attainment of its purpose, as well as the real estates related with the corporate purpose, included the acquisition of its on transportation equipment.
I.	Request and grant loans with or without guaranty, as well as to guaranty personal and third parties obligations.
J.	Endorse and guaranty negotiable credits.
K.	Usage, operation and register in its name or in the name of any other third parties of trademarks and commercial names corresponding, formulas and processes of manufacture related to the products and articles above mention sections, as well as the usage and operation through the license, agreements or in any other registered trademarks, patent, formulas and process of manufacture that might be property of Mexican of foreign, in connection with the before mention activities.
L.	In general the execution of all kinds of agreements, acts and civil and commercial operations that are necessary or convenient, for the attainment of the corporate purpose before mentioned.
M.	Guaranty obligations on behalf of third parties or any other companies o persons with whom the company may have commercial relations.
N.	Act as depositary, including for effects of a guaranty agreements, and pledges, and any other of similar nature.

Nationality

FIVE.— The company is of Mexican nationality. Any foreign national that may now or hereafter acquire any interest or share in the company’s equity, formally agrees with the Ministry of Foreign Affairs to be treated as a Mexican national in respect of

such share and of the properties, rights, concession, participations or interest held by the company or of the rights and obligations arising from any agreements to which the company may be a part with Mexican authorities, and therefore not to invoke the protection of his government under the penalty, in case of violation of such agreement, to forfeit in favor of the Mexican government any shares acquired thereby.

Capital Stock and Shares

SIX.— The capital stock is variable. The minimum fixed capital not subject to withdrawal is the amount of $50,000.00 M.N. (fifty thousand pesos 00/100 Mexican currency) and shall be represented by 50,000 (fifty thousand) common, registered shares of the Series “A”, with no par value, totally subscribed and paid.

The variable capital stock shall not have limits and shall be represented by common, registered shares with no par value of the Series “B”.

Capital Increases and Decreases

SEVEN.— Any capital increases over the minimum fixed portion not subject to withdrawal of the capital stock and any decreases, shall require resolution of the general ordinary Shareholders’ Meeting or by the Board of Directors, indistinctly.

Any decrease of the minimum fixed portion not subject to withdrawal of the capital stock shall require resolution of the general extraordinary shareholders’ meeting. All the increases and decreases of the capital shall be registered on the corporate book of Capital Variation (“Libro de Variaciones de Capital”), that for this matter the company may carry out.

EIGHT.— In case of an increase of the capital stock, the shareholders’ shall have a preferential right in proportion of the number of shares that they own on the respective series in order to subscribe the new shares that will have to be put on circulation. This right shall be exercised in the term established in the meeting that agreed the increase of the capital stock, which in any case shall be no less than 15 (fifteen) calendar days following the next day of the publication of the notice in the Official Gazette or in one of the newspapers of greater circulation in the corporate domicile.

In upon the expiration of the term referred in the paragraph above, they are remaining non-subscribed shares, such shares may be offered to third persons for their subscription and payment in the conditions and within the terms determined by the shareholders’ meeting that approved the capital increase or by the General Director or the Board of Directors or the delegates appointed by the shareholders’ meeting for such purpose, provided that the price at which such shares are offered to third parties may not be less than the price at which such shares were offered for their subscription and payment to the company’s shareholders.

NINE.—

I.	The definitive or provisional share certificates shall be numbered progressively from number one and so on. The definitive share certificates shall include coupons for the payment of the company’s profits.
II.	Within their respective classes and series, all shares entitle their shareholders to the same rights ad impose the same obligations; each share entitles its holder to cast one vote at any shareholders’ meeting, as well as the proportion of company’s profits and assets. Nevertheless the general Shareholders’ Meeting, shall authorize the emission of circulation and asset restriction shares, whose specific will be determine by the Shareholders’ Meeting.
III.	The definitive or provisional shares certificates shall satisfy the requirement set forth in Article 125 of the General Law of Mercantile Companies, shall include a transcription of Clauses Five, Seven, and Eight of these bylaws and shall be signed by two members of the Board of Directors, or by the Sole Director and the Statutory Examiner, when require, and shall have the number of coupons determine by the Shareholders’ Meetings or the Board of Directors, for the payment of profits. Meantime the share certificates are issue provisional share certificates shall be issued to the shareholders, including the number of shares held by each shareholder.
IV.	The definitive or provisional certificates representing of the shares of stock shall represent one or more shares.
V.	The coupons shall be nominative.

Shareholders Meetings

TEN.— The general Shareholders’ Meeting held with all the formalities set on this by-laws and on Law the highest authority of the company and shall complied to all of the shareholders, their decisions and resolutions are mandatory to all of the shareholders even to the ones not present on those meetings.

ELEVEN.— The Shareholders’ Meetings shall be held on the company’s domicile, previous notice that will be given according will the Clause Twelfth of this by-laws. A general shareholders’ meeting, will be held at least once a year during the 4 (four) months following the end of each fiscal year.

In addition to the matters specified in the relevant agenda, such meetings shall consider the following matters:

a) Discuss, approve or modify the report of the Board of Directors regarding the financial conditions and accounting records of the company, including the report of the Statutory Examiner pursuant to Article 172 of the General Law of Mercantile Companies.

b)	Appoint the members of the Board of Directors, the Sole Director and his alternate, and determine the compensations thereof.
c)	Appoint the Statutory Examiner and his alternates and as the case may be, and determine the compensations thereof.
d)	In its case, determine the application given to the partitions of profits that the annual financial report, the Board of Directors present as set on the Clause 172 of the General Law of Mercantile Companies.

TWELVE.— The notices of the ordinary or extraordinary Shareholders’ Meetings shall be given, indistinctly, by the Board of Directors, the President , the Secretary or by the Sole Director, or by the Statutory Examiner.

The notices shall be publish on the newspapers of grated circulation on the company’s domicile, at least 15 (fifteen) days prior to the date of the meeting. The notices will establish a day, hour and location of the meetings, and minutes, and also sign its creators.

Nevertheless the shareholders can quit to the option of publications of notices, and this won’t be necessary if on the day of the meeting the totality of the shareholders are represented or present on such meeting.

In any case that the meeting is not held because by a lack of quorum in the first notice, a second notices will be held, after and one hour has passed since the first one.

This shall be mandatory for both ordinary and extraordinary shareholders’ meetings.

THIRTEEN.— The shareholders or their representations have the right to be present and participate on the shareholders meetings. The shareholder or his representation that are present on the meeting, will have to give to the Secretary of the Board of Directors their corresponding shares, or in a place set for this matter in a time no prior to 24 (twenty four) hours before the meeting, the shareholders or their representations will be given in exchange an admission card with the name of the shareholder and the number of votes granted.

FOURTEEN.— Not before standing the before mention clause any shareholder can deposit their shares in any Credit Institution of noticeable recognition, the shareholder will notify either by telephone of by letter, this action to the Secretary of the Board of Directors, declaring the number of shares on the deposit and the identity of the shareholder or representation that is authorized to be present on the meeting.

The representation will have to provide the Secretary of the Board of Directors with the corresponding proxies that authorizes his o her presences on the meeting and sign in name of the shareholder.

FIFTEEN.— The quorum for an ordinary shareholders’ meeting to be validly convened upon first notice shall be at least 50% (fifty percent) of the common shares of stock, and its resolutions shall be valid if adopted by majority of votes of the shares represented thereat. Ordinary shareholders’ meeting held upon second or subsequent notice shall be validly convened regardless of the number the number of common shares of stock represented thereat, and its resolutions shall be valid if adopted by majority of vote of the shares of stock entitled to vote represented thereat.

The quorum for an extraordinary Shareholders’ Meeting to be validly convened upon first notice shall be at least 75% (seventy-five percent) of the shares of stock, and its resolutions shall be valid if adopted. Extraordinary shareholders meetings held upon second or subsequent notice shall be validly convened with the presence of at least 50% (fifty percent) of the shares of stock.

SIXTEEN.— The resolutions of the ordinary shareholders meetings that were gather upon the first notice, will be validated when ever is adopted by the whole of the shareholders of an Extraordinary shareholders meetings, the resolutions will be validated upon first or later notice, whenever its adopted by at least half of the shares representative of the capital stock shares, represented on the meeting.

SEVENTEEN.— The President of the Board of Directors will hold the general shareholders’ meetings, in absence of the first, the Vice-president and in absence of both , the meeting will be held by the person designated for this matter by the Shareholders’ Meeting.

In case of the existence of a Sole Director, he will be responsible of holding the meetings. The Secretary of the Board of Directors shall act as Secretary on the meeting and in his absences will be held by the person designated for this matter by the Shareholders’ Meeting.

The President will designate two of the shareholders or their representatives, as inspectors.

In general the voting will be by show of hands and it will only be secret whenever the shareholders of no less that 25% (twenty five percentage) of the capital stock determine so.

EIGHTEEN.— In every Shareholders Meeting, every share shall have the right to one vote. If two or more individuals were co-holders of the same share certificate, they shall designate a common representative, in case they don’t do so, the shares represented in that certificate shall refrain from submitting a vote on that

Shareholders Meeting, as set on article 122 of the General Law of Mercantile Companies.

NINETEEN.— The manager of the Company will be entrusted to a Board of Directors, integrated by the number of members that the General Ordinary Shareholders’ Meeting, being able to appoint the number of alternate members that the General Ordinary Shareholders’ Meeting or the General Director determine. The members of the Board of Directors or the General Director, can be shareholders or persons strangers to the Company.

TWENTY.— The members of the Board of Directors or the General Director will carry out their jobs for the term of one year, however, they will remain in the fulfillment of their jobs until their successors have been appointed and have taken up their posts. The Members of the Board or the General Director can be reelected.

TWENTY-ONE.— To be a member of the Board of Directors or the General Director, it is required:

a)	To guarantee the loyal fulfillment of their posts, in the terms established herein.
b)	To be legally capacitated to do so.
c)	Not to have any of the incapacities established en article 151 of the General Law of Mercantile Companies.

The Board of Directors or the General Director, during their exercise shall guaranty their management with a personal bond equivalent at least to $1,000.00 (one thousand pesos Mexican currency), that shall remain in the treasury of the company. The deposit shall be returned and the bond cancel after the shareholders’ meeting that has approved the accounts corresponding to the period of his performance.

TWENTY-TWO.— The Board of Directors shall carry out their meeting whenever they are call upon the President, the Secretary, the Statutory Examiner, or by the majority of their members, in the company legal domicile, or in any other place, whether on the Federal District or abroad, as established on the written notice, that will be published 15 (fifteen) days prior to the day the meeting shall be held. The members of the Board of Directors can resign to the requirement of the written notice, and this won’t be required when the total of the shareholders members or their corresponding representatives, are present.

The required quorum for the Board of Directors meeting will be completed by the majority of the members or their respective alternates that attend to the meeting.

The President of the Board of Directors shall have a quality vote, in case of a tie in the before-mentioned meeting.

TWENTY-THREE.— In case the Shareholders Meeting is neglectful, then the Board of Directors will designate, among its members, a President, and can choose any other executives including the Secretary and a Treasurer, in the manner that it is considered convenient, either if they are shareholders, members of the Board of Directors or not, and all so they shall determine their authority and payment to those new executives.

TWENTY-FOUR. The Board of Directors, or as the case may be, the Sole Administrator, shall have the broadest authorities to manage and direct the company’s business, and to transfer assets.

Without limiting the prior, the authorities of the Board of Directors, shall include the following:

a) To represent the company with general power of law suits and collections pursuant to the first paragraph of article 2554 of the Civil Code for the Federal District and to the first paragraph of article 2453 of the Civil Code of the State of Chihuahua and the corresponding articles of the other Civil Codes of the Mexican Republic, in which such power is exercised, with all the general authorities, and even the special that need special clause pursuant to the Law, pursuant to article 2587 of the Civil Code for the Federal District and article 2486 of the Civil Code of the State of Chihuahua and the corresponding articles of the other Civil Codes of the Mexican Republic, in which such power is exercised, enjoying the following authorities mentioned including but not limiting: to present before any kind of person and judicial, administration, civil, penal and labor authorities either federal, state or from a municipality, to absolve positions on trial or out of it with the greater aptitude; present complains, accusations, criminal complaint, constituted in third parties of the Attorney General Office and grant forgiveness to the offender en general to star, continue and stop all kind of actions, trials, appeal, arbitration and general authorities either local o federal, to celebrate extrajudicial.

b) Administration of assets according to the second paragraph of the article 153 f of the Civil Code for the Estate of Chihuahua and correlatives in the rest of the federal entities of the Federal Republic of Mexico.

c) Exercise domain acts in terms of the third paragraph of the article 2,453 Civil Code of the state of Chihuahua and correlatives in the rest of the federal entities of the Federal Republic of Mexico.

d) Subscribe and grant negotiable instruments according to the terms of the article 9 of General Law of titles and Credit operations.

e) Open and close bank accounts in the name of the company, as well as to perform deposits and to draw against the check accounts

f) Name the manager, attorneys-in-fact and agents of the company establish their powers, labor conditions, payment and remove them form their position.

g) Carry out all the actions authorized by this by-laws or the ones consequent to them.

h) Call to ordinary or extraordinary general Shareholders’ Meetings, and carry out its resolutions.

i) Delegate the faculties to one or more members, either totally o partially; grant in favor of the pertinent persons to grant the corresponding power of attorney either especial or general in term set on a), b), c), d) and e) above-mentioned, as well as to cancel the powers of attorney might give.

SURVEILLANCE

TWENTY-FIVE.— The company’s surveillance shall be entrusted to one or more Statutory Auditors, that do not need to be shareholder(s) of the company, and will be appointed by the General Ordinary Shareholders’ Meeting.

The Statutory Auditor(s) shall perform its charge for at least a year, the same as the members of the Board of Directors. The Statutory Auditors shall have the authorities and obligations pursuant to article 166 of the General Law of Mercantile Companies. The Shareholders’ Meeting may appoint one or more Alternate Statutory Auditors.

Each Statutory Auditor shall guaranty their loyal performance as determined by the Shareholders’ Meeting.

FINANCIAL INFORMATION, PROFITS AND LOSSES

TWENTY-SIX.— At the end of every fiscal year, the Board of Directors shall present the financial information pursuant to article 172 of the General Law of Mercantile Companies.

TWENTY-SEVEN.— The obtained profits during a fiscal year that have been duly approved by the General Ordinary Shareholders’ Meeting and reflected in the financial statements shall be distributed in the following terms:

a)	5% (five percentage) to the creation and increase of the legal reserve fund, until such reserve represents 20% (twenty percentage) of the capital stock.
b)	The amount approved by the General Ordinary Shareholders’ Meeting to the creation and increase of other reserves.
c)	The amount approved by the General Ordinary Shareholders’ Meeting to distribute profits on a pro rata basis according with the number of shares of each shareholder.

d) The surplus, if any, shall be deposited in the superavit account.

TWENTY-EIGHT.— Profits may be distributed until all losses have been absorbed or paid in one or more prior years, or the capital stock has been reduced.

TWENTY-NINE.— The company’s losses shall be distributed between the shareholders in proportion to the number of shares that they held , but the liability of the partners for the company’s obligations, is limited to the par value of the shares issued or held by them.

THIRTY.— Except in the events in which all of the shareholders be aware of the profits statement, its distribution shall be published in a paper of large circulation within the company’s social domicile, and such statement shall be notified by post to the shareholders. The uncollected profits during the next five years, shall prescribe in favor of the company.

DISSOLUTION AND LIQUIDATION

THIRTY-ONE.— The company shall be dissolved in any of the events set forth in article 229 of the General Law of Mercantile Companies.

THIRTY-TWO.— Upon its dissolution, the company shall be liquidated. The Extraordinary Shareholders’ Meeting shall appoint the number of liquidators whom shall have the authority to carry on such liquidation, and if there is more than one liquidator, they shall act jointly.

THIRTY-THREE.— The liquidators shall be entitled by the company with domain, administration and law suits and collection authorities, without any limitation, including all the authorities which may require a special power of attorney or clause, except in those cases in which the Shareholders’ Meeting limit their authorities.

THIRTY-FOUR.— During the liquidation period, General Shareholders’ Meetings, shall be called by the liquidators, by the statutory auditors or directly by the shareholders that represent at least 25% (twenty five percentage) of the capital stock.

THIRTY-FIVE.— The date of initiation and termination of each fiscal year, shall be determine by the General Annual Shareholders Meeting, but it shall never exceed a year.

EX-3.58

Exhibit 3.58

Translation

ARTICLES OF ASSOCIATION
OF
HLI EUROPEAN HOLDING ETVE, S.L.

CHAPTER I
NAME, REGISTERED OFFICES, OBJECTS
AND DURATION OF THE COMPANY

ARTICLE 1. The company is a limited liability company named HLI EUROPEAN HOLDING ETVE, S.L. and is governed by these Articles of Association, by the SRL Companies Law 2/1995 of 23rd March 1995 (hereinafter referred to as “the Law”) and by any other applicable legislation.

ARTICLE 2. The objects of the company are the holding, management and administration of securities representing the equity of companies and entities of all kinds, both resident and non-resident in Spanish territory, through the organisation of the respective financial, material and human resources. Excluded from the above are those services that by law are provided exclusively by agencies and companies that are governed by stock market legislation.

ARTICLE 3. The registered offices of the company are at Les Planes 1A, 08970 Sant Joan Despí, and the Management has powers to open, move or close branches, agencies and offices.

The registered offices may be moved by the Management to another address in the same town, but a resolution by the General Meeting shall be required in order to move them to another locality.

ARTICLE 4. The duration of the company shall be indefinite, and it shall be considered to subsist until its dissolution is recorded in the Commercial Registry. The company shall commence operating on the date of execution of the deed of incorporation.

CHAPTER II
CAPITAL AND PARTICIPATIONS

ARTICLE 5. The capital is 266,003,250 EUROS, divided into 8,580,750 equal, accumulable and indivisible participations with a nominal value of 31 euros each, numbered from 1 to 8,580,750, all fully subscribed and paid up.

ARTICLE 6. Possession of one or more participations presupposes acceptance of these Articles of Association and agreement with corporate resolutions, except in the cases provided in the Law.

When a participation belongs to several persons, they shall appoint one of their number to exercise the rights attaching to the participation but they shall all be jointly and severally liable to the company in respect of all obligations deriving from their status as member.

ARTICLE 7. In the event of a beneficial interest in any participations, the legal owner shall have the status of member, but the beneficial owner shall be entitled to receive the dividends payable by the company. All other rights shall be exercised by the legal owner.

In the case of a pledge of participations, the rights attaching thereto shall be exercised by the owner.

ARTICLE 8. The acquisition of participations under any title must be notified to the Management in writing, indicating the name and address of the new member, otherwise the new owner may not exercise the rights attaching to the participations.

ARTICLE 9. The company shall keep a register of members in which the original owners and successive transfers of participations, whether voluntary or compulsory, shall be recorded, as well as the constitution of any rights in rem or other charges thereon. Each entry shall indicate the name and address of the holder of the participation or right or lien on it. Any member may consult this register, which shall be the responsibility of and be kept by the Management. Holders of participations or rights in rem or liens thereon shall be entitled to obtain a certificate of such participations, rights in rem and liens registered in their name.

CHAPTER III
SYSTEM OF GOVERNMENT AND MANAGEMENT OF THE COMPANY

ARTICLE 10. The company shall be governed and managed by:

a) The members in General Meeting, and

b) An organ of Management, which may consist of a Sole Director, two individual or joint Directors, or a Board of Directors.

I. GENERAL MEETINGS

ARTICLE 11. The General Meeting, validly constituted in accordance with these Articles of Association, represents all the members and exercises all the rights of the company, and its resolutions shall be binding on all members, including those absent or in dissent, as from the date on which they were passed, without prejudice to approval of the minutes of the Meeting at which they were passed in the manner laid down by the Law.

The above is without prejudice to the rights of separation and objection to resolutions afforded to the members under the Law.

ARTICLE 12. The General Meeting shall be called by the Management to be held within the first six months of each financial year in order to review the management of

the company, to approve the accounts for the previous year and decide on the allocation of results, and to decide any other matters included on the agenda.

General Meetings shall also be called at the discretion of the Management or at the request of a number of members representing at least five per cent of the capital, which request must indicate the matters to be dealt with at the Meeting. In such case, the Meeting shall be called to be held within one month from the date on which the relevant notarial request was served. The agenda shall include all the items indicated in the request.

The members may request in writing prior to the Meeting, or verbally during the Meeting, information on matters included on the agenda. The Management must provide such information, except in those cases in which, in its opinion, publication of the information requested would not be in the company’s interests. This exception shall not apply when the request is made by members representing at least twenty-five per cent (25%) of the capital.

ARTICLE 13. General Meetings shall be held in the locality in which the company has its registered offices, at the place, date and time designated by the Management.

The notice of Meeting must be sent by registered letter to each of the members at their address appearing in the register of members, and by air mail in the case of a member resident abroad, no less than fifteen days prior to the date scheduled for the Meeting, which shall be counted as from the date on which the last notice is sent. The notice shall indicate the date, time and place of the Meeting, the name of the person(s) issuing the notice, the matters to be dealt with, and the right to obtain the documents to be submitted to the General Meeting for approval, as well as, in the case of the annual accounts, the directors’ report and, where applicable, the auditors’ report.

ARTICLE 14. General Meetings may be attended by all members duly recorded in the register of members. Should they not attend in person, they may appoint a proxy, who need not be a member; the proxy must be in writing and specific to each Meeting, although a permanent proxy may be appointed in a public instrument.

ARTICLE 15. The Chairman and the Secretary of General Meetings shall be the Chairman and Secretary of the Board of Directors, or failing them or in the absence of a Board, such persons as may be elected by the members present at the start of the Meeting.

The Chairman of the Meeting shall direct discussions, indicate the order of speakers and settle any queries on the Articles of Association that may arise. The Secretary of the Meeting shall draw up the minutes, which shall be countersigned by the Chairman of the Meeting. Certificates of resolutions passed by the Meeting shall be issued by the person with powers to do so, complying at all times with the requirements of Article 109 of the Mercantile Registry Regulations.

ARTICLE 16. Resolutions shall be passed by majority of votes validly cast, provided these represent at least one third of the capital.

By way of exception, resolutions on an increase or reduction of capital and any other modification of the Articles of Association that requires a special majority shall require the favourable vote of over half the capital.

Also by way of exception, the conversion, merger or demerger of the company, the abolition of the preemptive subscription right on increases of capital, the expulsion of members and the authorization referred to in Article 65.1 of the Law, shall require the favourable vote of at least two- thirds of the capital.

Resolutions shall be minuted and recorded in the relevant book.

Resolutions passed by the General Meeting shall be implemented by any Director designated for this purpose or any person specially empowered to do so.

ARTICLE 17. Notwithstanding the provisions of Article 13 hereof, the General Meeting shall be considered validly constituted in any place, without notice, in order to discuss and resolve any corporate business within its competence, provided that all the members are present, agree unanimously to holding the Meeting and unanimously accept the agenda. The minutes of such Meetings shall be signed by all those present.

II. MANAGEMENT OF THE COMPANY

ARTICLE 18. The management and day-to-day running of the company shall, without prejudice to the powers attributed to the General Meeting, be organized in one of the following forms: a Board of Directors, a sole director or two individual or joint directors. The General Meeting shall decide which form to use without the Articles of Association having to be amended. All resolutions altering the system of management of the company, whether or not it involves an amendment of the Articles of Association, shall be implemented in a public deed and registered in the Mercantile Registry.

The office of director shall not be remunerated and shall be held for an indefinite period, although directors may resign or be removed at any time.

No person disqualified by law from holding office may be a member of the Management.

ARTICLE 19. The Management shall represent the company in all matters affecting its business, and may perform and sign acts and contracts of all kinds, not only relating to administration but also to the ownership and encumbrance of assets of all kinds, save only for those matters that are the sole responsibility of the General Meeting pursuant to the Law or to these Articles of Association.

ARTICLE 20. When the Management of the company is in the hands of a Board of Directors, the following rules shall apply:

a) The Board shall be composed of a minimum of three and a maximum of twelve persons, who may be shareholders or not.

b) It shall elect a Chairman from among its members, and also a Vice-Chairman if deemed appropriate.

c) The Secretary to the Board need not be a director; if he is not a director he shall be entitled to speak but not to vote at Board meetings.

d) The Board shall meet at the discretion of Chairman or at the request of any director, and shall be called by the Chairman by letter or telefax sent to each one of the directors at least twenty-four hours in advance. indicating the time of the meeting and the principal matters to be discussed. The quorum for meetings shall be the majority of Board members, in person or represented by another director.

e) Minutes shall be drawn up of all meetings and shall be signed by all those present or by the Chairman and Secretary alone, and the Secretary to the Board shall be responsible for issuing and signing certificates of resolutions, which shall be countersigned by the Chairman of the Board.

f) Resolutions shall require the favourable vote of an absolute majority of Board members. The appointment of Managing-Directors shall require the favourable vote of two-thirds of the Board members.

g) Resolutions by the Board of Directors may be contested in accordance with the Law.

h) Resolutions may be passed in writing, without a meeting being held, which this procedure is accepted by all the directors.

CHAPTER IV
FINANCIAL YEAR

ARTICLE 21. The financial year shall begin on 1 February each year and shall end on 31 January of the following year. The Management shall draw up the annual accounts, directors’ report and proposal for the allocation of results for each financial year within three months from the end of the year. Following the notice of the General Meeting, any member may obtain from the company, immediately and free of charge, the documents to be submitted to the General Meeting for approval, together with the management report and, where applicable, the auditors’ report, but the provisions of the second paragraph of Article 86 of the Law shall not be applicable.

ARTICLE 22. The profits shall be distributed in the manner agreed by the General Meeting.

CHAPTER VI
DISSOLUTION AND LIQUIDATION

ARTICLE 24. The company shall be dissolved by resolution of the General Meeting, passed in accordance with the provisions of the Law, and in the cases of compulsory dissolution provided for in Article 104.1 of the Law.

ARTICLE 25. Once the dissolution of the company has been agreed, the subsequent liquidation procedure shall be carried out in accordance with the provisions of the Law.

CHAPTER VII
GENERAL PROVISIONS

ARTICLE 26. All disputes arising between the company and its directors or members, or between the directors or members themselves, shall be submitted to arbitration in law by the Barcelona Arbitration Tribunal of the “Associació Catalana per a l’Arbitratge”, which shall be responsible for designating the arbitrators and administering the proceedings in accordance with its rules. All matters that may not be freely decided shall be excluded from this submission.

The provisions of the foregoing paragraph in no way affect the right to bring legal action against the resolutions of the company, as provided for in the Law.

CHAPTER VII
SINGLE MEMBER COMPANY

ARTICLE 27. In case the Company is or becomes a single member company, article 125 and subsequent shall apply, and the single member shall exercise the competences of the General Meeting.

In the event of the company becoming a single member company, after six months from the date when the sole member acquired all the participations in the Company without this circumstance having been recorded at the Commercial Registry, the sole member will be personally liable, without any limitation, jointly and severally with the Company, for any debts assumed by it since it became the single member. From the moment that this circumstance is recorded in the Commercial Registry, the single member shall cease to be liable for any debt thereafter incurred by the Company.

EX-3.59

Exhibit 3.59

Translation

BY-LAWS OF

HAYES LEMMERZ ALUMINIO, S. DE R.L. DE C.V.

ClAUSES

CHAPTER ONE
ORGANIZATION

One. The company is a “SOCIEDAD DE RESPONSABILIDA LIMITADA DE CAPITAL VARIABLE” (Limited Liability Company with Variable Capital) that will be ruled by the bylaws herein and in the not provided by the General Business Corporation Law.

CHAPTER TWO
NAME, DOMIICILE, TERM AND CORPORATE PURPOSE

Two. The name of the company is HAYES LEMMERZ ALUMINIO, name that shall always be followed by the words “SOCIEDAD DE RESPONSABILIDAD LIMITADA DE CAPITAL VARIABLE” or by their abbreviation “S. DE R.L. DE C.V.”

Three. The domicile of the company is Mexico City, nevertheless, the company may establish agencies, branches, offices, installations and any other dependencies anywhere within Mexico or abroad and, designate other conventional addresses without such acts being deemed to constitute a change of domicile, in this way, can estipulate conventionally other domiciles to receive notifications, or the application on the Foreign or subject to a jurisdiction different to the United Mexican States in the agreements or acts.

Four. The term of the company will be of 99 (ninety nine years) as of the date of the articles of incorporation,

Five. The corporate purpose will be:

1.- The smelting, mold, strain, plot, manufacture, design, purchase, importation, exportation and trade of all kind of metals, pieces, articles, products, parts, tools, raw material, machinery and equipment, industrial, trade, automotive, agricultural or domestic.

2.- The installation and exploitation by or through third persons of all classes of workshops, labs, stores, fabrics and any kind of establishments that are necessary to develop the corporate purposes of the company.

3.- The commercialization, distribution, importation, exportation, purchase and sale of any products linked with the automotive industry, as well as all raw material kind.

4. The establishment of branch offices, subsidiaries, agencies or representation offices anywhere within Mexico or abroad and act as commissioner, agent, representative, mercantile mediator or distributor in representation of other companies or persons, in the accomplishment of the corporate purpose.

5.- To give and receive all kind of services, including without limitation, technical management services and assistance services, sales, marketing, publishing, supervising the consultancy, and consultancy on industrial matters, accountant, commercial, financial and of any other nature.

6.- To acquire, lease, manage, sell, mortgage, pledge, endorse or dispose in general to execute all types of agreements and to negotiate by any way all type of real estate and good properties, to trade with them or to take advantage of its products.

7.-The participation in other companies, being part of its incorporation or being part of the already incorporated companies, taking part or not in its direction, management and liquidation; the purchase acquisition by purchase, subscription, assignment or any form permitted by law of any kind of shares and equity quotas, being by transfer, sale, assignment or any form permitted by the law, being authorized to grant guarantees and endorsements that are needed to carry out such operations.

8.-Register, acquire, use or dispose of all types of patents, industrial and service trade names, invention certificates or commercial names, industrial designs and drawings, author rights and process.

9.-To obtain capitals to arise the operation of the company and the application of its business; obtaining of banking and financial loans for the accomplishment of the corporate purposes; the request and engagement of loans with loan institutions or individuals, on behalf of the company, incorporating guarantees and to grant third-party guarantee and obligate with solidarity.

10.-To emit, to revolve, accept, subscribe, endorse, to secure credit instruments and to guarantee own obligations and of third parties, with or without consideration and to emit obligations.

11.-To grant third-party guarantees, surety agreements, pledges, mortgages and any other kind of lien over its properties or third party properties to guarantee own or third party obligations.

12.- To execute all acts, agreements and commercial operations.

13.- In general execute all acts, agreements and operations related, accessory or complementary which are necessary or convenient to enter into the above.

CHAPTER THREE
CAPITAL STOCK

Sixth.- The capital stock of the company is variable. The minimum or fixed capital is the amount of $3,000.00 (three thousand pesos 00/100 Mexican currency), totally subscribed and paid. The variable capital is unlimited. The capital stock will be divided in equity quotas in which there may be different values but in any case they shall be of $1.00 (one peso 00/100 Mexican currency) or multiples thereof.

The equity quotas can not be represented by negotiable certificates, to the order or bearing and can only be assigned in the cases and in accordance to the requirements established on the law and the bylaws herein.

The certificates representing the equity quotas shall be bear with the signature of the Sole Manager.

Seventh.- The variable portion of the capital stock can be increased or decreased by subsequent contributions or by the admission of new partners, as well as the partial or total retirement pursuant to the article eight of the General Business Corporation Law.

Eight.- The partners shall have preferential right to subscribe the equity quotas issued as a consequence of an increase of capital in proportion to the value of their equity quotas.

The partners may exercise their preferential right within 15 (fifteen) calendar days following the date of the meeting which decreed such increase.

After such term has elapsed the increase may be subscribed by the remaining partners, in proportion to their equity quotas, or by a third party.

Ninth.-Each capital increase shall be decreed by the partner’s meeting and shall be registered in the Registry Book mentioned on Clause fifteen of the bylaws herein.

Tenth.- The equity quotas may be divisible or assigned partially, obeying the rules contained in the articles sixty one and sixty eight of the General Business Corporation Law.

Eleventh.- Each partner will have an equity quota. When a partner makes a new contribution or acquires all, or a fraction, of the equity quota of another partner, its equity quota shall be increased in the respective amount, except when the corresponding equity quota entitles the partner to different rights, in which case the equity quota shall maintain its individuality.

Twelfth.- Consent of the partners representing the majority of the capital of the company (including the transferring partner) shall be required for the assignment of the equity quotas of the partners or the admittance of new partners.

Thirteenth- When the assignment referred on the clause twelve abovementioned is authorized in favor of a person who is not a partner of the company, the remaining partners shall be entitled to a preemptive right and shall have 15 (fifteen) days to exercise such right as of the date of the partners’ meeting which authorized the assignment. If there were many partners that want to use this right, it will be applied to everyone in connection to its contributions.

Fourteenth.- The inheritance transmission of the equity quotas will not require the partners consent.

Fifteenth.- The company shall keep a Registry book, where the increases and decreases of the capital stock shall be recorded.

Sixteenth.- The company shall keep a special partners’ book, where the name and domicile of each partner shall be registered, and which shall record their contributions and transfers of equity quotas. The transmissions of the equity quotas will make effect to the third parties after the inscription.

Seventeenth.- The partners shall only be liable for the amount of their contributions.

CHAPTER FOUR
NATIONALITY OF THE COMPANY AND FOREIGNERS

Eighteenth.- The nationality of the company is Mexican. Every present or future foreign partner of the company formally agree to be obliged with the Ministry of Foreign Relations to be considered as nationals with respect to the equity quotas that they acquire or which they are titleholders, as well as with respect to the assets, rights, concessions, participations or interests owned by the company and all rights and obligations derived from agreements executed by the company, with Mexican authorities and agree not to invoke the protection of their government under penalty, in case of failure to comply with this covenant, of forfeiture of such equity quota in favor of the Mexican nation.

It will be conveyed with the Ministry of Foreign Affairs the acknowledgment abovementioned on the article twenty seven, fraction one of the Political

Constitution of the United Mexican and the article two, fraction one of the Organic Law of the Political Constitution of the United Mexican States and it says:

“Any foreigner who, at the time of incorporation of the company or at any time thereafter acquires an interest or participation in the company, is hereby obligated to considered itself as Mexican in connection with said interest or participation and therefore agrees that it will not invoke the protection of its government in connection therewith, under the penalty, in the event of breach of this agreement, of losing said interest or participation for the benefit of Mexico.”

Nineteenth.- The supreme authority of the company is vested in the partners convened in a Partner’s Meeting , the same that can adopt all kinds of resolutions and ratify all acts and transactions of the company. The partner’s meeting will be executed to resolve any of the matters contained on article seventy each of the General Business Corporation Law.

The resolutions of the Partners’ Meetings shall require the majority of the votes of the partners that represent, at least, half of the capital in the first meeting, unless that the law or the by-laws herein indicate other thing.

If the quorum is not available in first call, a second call will be made and the resolutions will be adopted by the majority of the votes, regardless of the portion of the total equity quota present.

The partners shall have a right to participate in the partners’ meeting either directly or through a representative legally credited by simple proxy letter.

Twentieth- The Manager, or in its absence the person designated by majority of votes of the attending partners, shall act as Chairman of the Meeting. The secretary of the meeting shall be appointed by the majority of votes of the attending partners.

Twenty First.- The partners shall have the right to participate in the meetings having one vote for each $1.00 (one peso Mexican currency) of their cash contribution, or contribution in kind.

Twenty Second .- The partner’s meeting shall be called by the manager , and in absence of this, by the partners that represent more than the third part of the capital stock.

Twenty Third.- The calls of the partner’s meetings can be made by any of the following proceedings, in the same way, without understanding that one same call shall be made to all the partners in accordance with the same proceeding, because, in judge of whom it is made, it can be called to each one of the partners in the more convenient way, but with respect to the established formalities.

I. Through certified letter, acknowledgment of receipt included, or confirmed telegram or telecopy, which shall be addressed to each partner at least 15 (fifteen) calendar days before the date set forth for the meeting, counted as of the day following the date in which the letters are posted or the date in which the telegram or the telecopy were sent, as the case may be.

II.- Calls may also be made through personal delivery to each partner, with acknowledgement of receipt, of the corresponding notice, at least 15 (fifteen) calendar days before the date of the meeting.

Twenty Fourth.- The call shall contain the date, hour, place and Agenda of the meeting and shall be signed by the person making such call. In the case of being the 100% of the capital stock, it won’t be necessary to carry out a call.

TWENTY FIFTH.- The partners of the company may issue their votes by mail, which is why the manager shall remit to each partner, by certified mail with acknowledgement of receipt or by means of personal delivery with acknowledgment of receipt, the contents of the resolutions to be passed so that the partner issues the corresponding vote in writing. If the partners representing more than the third part of the capital stock, request so to the manager, he shall call to a meeting.

TWENTY SIXTH.- The resolutions passed in the partners ´ meeting shall be executed by the person designated at the meeting to do so, or in lack of it, by the manager.

TWENTY SEVENTH.- The amendment to the social agreement will be decided by the majority of the partners representing, at least, three fourths of the capital stock, except for those cases in which the change in the corporate purpose or in the rules that determine an increase in the obligations of the partners, for which the unanimity of the votes is required.

TWENTY EIGHT.- Once the meeting is installed, if due to the lack of time it were impossible to resolve all of the matters in the Agenda, it will be suspended and continued on the next business day without the need for a new call.

TWENTY NINTH.- Minutes shall be drafted of every partners’ meeting and transcribed in the respective minute book and shall be signed by the chairman and the secretary thereof. The documents justifying that the calls were made in terms of the established by Law and by these bylaws.

When by any circumstance the minutes could not be transcribed in the respective minute book, it will be notarized before a notary public.

The resolutions passed unanimously by all of the partners of the company without a meeting will have, for all legal effects, the same validity as if they had been

adopted in a partners meeting, as long as they are confirmed in writing and the corresponding minutes are executed by all of the partners and transcribed in the corresponding minute book.

CHAPTER SIX
MANAGEMENT OF THE COMPANY

THIRTIETH.- The management of the company shall be entrusted a manager, which can or not be a partner, he shall be designated by the partners’ meeting and he shall last in his charge as long as there is no other appointment and the person designed between functions, this appointment can be revoked at any time by the meeting.

THIRTY FIRST.- The manager shall have the use of the company’s signature and the following faculties and attributions:

I.	General power of attorney for lawsuits and collections with the general and special authority that requires special clause according to law, in terms of the first paragraph of article 2554 of the Federal Civil Code and the equivalent provisions of the Federal District and the others states of the United Mexican States, including any and all special powers referred to in articles 2582 and 2587 of such Civil Code and the equivalent provisions of the Federal District and the other states of the United Mexican States shall be authorized, in a declaratory and non-restrictive manner, to promote and desist of any kind of procedure, including amparo, to force, to submit to arbitration, to protest, to assign assets, to collect payments and to file charges and criminal complaints and to desist from them when permitted by law, promoting and replying to all kinds of lawsuits or matters and to following them in all their legal proceedings, instances and incidents until their final resolution, confessing judgment or objecting with the resolutions of the authorities as they consider convenient, as to file the proceeding legal resources. It is hereby expressly prohibited to the manager to comply before the Conciliation and Arbitration Board in name and representation of the company and to propound and respond to interrogatories.
II.	General power of attorney for acts of administration in terms of the second paragraph of article 2554 of the Federal Civil Code and the corresponding provisions in the Civil Codes of each of the States of the United Mexican States.
III.	General power of attorney for acts of ownership in terms of the third paragraph of such article 2554 (two thousand five hundred fifty four) of the Federal Civil Code and the corresponding provisions in the Civil Codes of each of the divisions of the United Mexican States.

IV.	Power of attorney to grant and subscribe negotiable instruments in terms of article 9 of the General Act of Negotiable Instruments and Credit Transactions.
V.	Power of attorney to grant and revoke any types of powers of attorney.

The above-mentioned authority may be restricted or broadened by the Partners’ Meeting.

THIRTY SECOND.- In terms of article 84 of the General Law of Commercial Entities the board of managers will designate the persons that will integrate the Surveillance Committee which will be integrated by 2 (two) members which can be members or not of the board of managers.

CHAPTER SEVEN
FINANCIAL INFORMATION

THIRTY THIRD.- The fiscal years of the Company shall run from January first to December thirty-first of each year, except for the first fiscal period, which shall run from the date of signature of the incorporation deed to December thirty first of that same year.

THIRTY FOURTH.- Within the first four months following the closing of a fiscal year, the company shall hold a Partners’ Meeting to discuss and approve or reject the annual report that the Manager must render according to article 172 of the General Law of Commercial Entities.

THIRTY FIFTH.- The profit distribution can only be made after the partners meeting has approved the financial statements reflecting it. Any profit distribution will require that the losses suffered in the prior fiscal year(s) have been restituted or absorbed by means of the application of other items of the estate or by means of the reduction in the stock capital.

THIRTY SIXTH.- Five percentage (5%) of the net profits will be separated annually to integrate the reserve fund until the same amounts to the fifth part of the capital stock.

The reserve will be reconstituted when it diminishes by any motives.

CHAPTER EIGHT
DISSOLUTION AND LIQUIDATION OF THE COMPANY

THIRTY SEVENTH.- The Company shall be dissolved in the cases set forth of the General Law of Commercial Entities.

THIRTY EIGHT.- The liquidation of the company will be subject to the established in Chapter XI of the General Law of Commercial Entities. The partners’ meeting that resolves the dissolution of the company will designate one or more liquidators. In case there are two or more, the liquidators will always act jointly.

THIRTY NINTH.- During the liquidation of the company, the liquidator will have the same faculties and obligations as the manager during the normal life of the company.

FORTIETH.- As long as the appointment of the liquidators of the company has not been filed in the Public Registry of Commerce and they have not entered their functions, the manager and the officials of the company will continue to fulfill their functions. However, the manager and the officials of the company will not be able to initiate new operations after the resolution in which the liquidation was agreed is passed by the partners or that the existence of legal cause is checked.

EX-3.60

Exhibit 3.60

TRANSLATION

ARTICLES OF ASSOCIATION
OF
HAYES LEMMERZ MANRESA, S.L.

CHAPTER I
NAME, REGISTERED OFFICES, OBJECTS
AND DURATION OF THE COMPANY

ARTICLE 1. The company is a limited liability company named HAYES LEMMERZ MANRESA, S.L. and is governed by these Articles of Association, by the SRL Companies Law 2/1995 of 23rd March 1995 (hereinafter referred to as “the Law”) and by any other applicable legislation.

ARTICLE 2. The objects of the company are:

a) The manufacture of metal wheels for automobiles and industrial and agricultural vehicles in general, and the manufacture of other metal and/or stamped parts for the automotive industry and other ancillary industries.

b) The acquisition, holding, administration and disposal of stocks and shares in other companies and of securities of all types, excluding all operations reserved to collective investment undertakings and securities companies or agencies.

ARTICLE 3. The registered offices of the company are at Carretera de Sant Joan de Vilatorrada s/n, 08240 Manresa, and the Management has powers to open, move or close branches, agencies and offices.

The registered offices may be moved by the Management to another address in the same town, but a resolution by the General Meeting shall be required in order to move them to another locality.

ARTICLE 4. The duration of the company shall be indefinite, and it shall be considered to subsist until its dissolution is recorded in the Commercial Registry. The company shall commence operating on the date of execution of the deed of incorporation.

CHAPTER II
CAPITAL AND PARTICIPATIONS

ARTICLE 5. The capital is 17,729,500 euros, divided into 295,000, equal, accumulable and indivisible participations with a nominal value of 60.10 euros each, numbered from 1 to 295,000, all fully subscribed and paid up, which may not be represented by negotiable instruments or book entries or be called shares.

ARTICLE 6. Possession of one or more participations presupposes acceptance of these Articles of Association and agreement with corporate resolutions, except in the cases provided in the Law.

When a participation belongs to several persons, they shall appoint one of their number to exercise the rights attaching to the participation but they shall all be jointly and severally liable to the company in respect of all obligations deriving from their status as member.

ARTICLE 7. In the event of a beneficial interest in any participations, the legal owner shall have the status of member, but the beneficial owner shall be entitled to receive the dividends payable by the company. All other rights shall be exercised by the legal owner.

In the case of a pledge of participations, the rights attaching thereto shall be exercised by the owner.

ARTICLE 8. The acquisition of participations under any title must be notified to the Management in writing, indicating the name and address of the new member, otherwise the new owner may not exercise the rights attaching to the participations.

ARTICLE 9. The company shall keep a register of members in which the original owners and successive transfers of participations, whether voluntary or compulsory, shall be recorded, as well as the constitution of any rights in rem or other charges thereon. Each entry shall indicate the name and address of the holder of the participation or right or lien on it. Any member may consult this register, which shall be the responsibility of and be kept by the Management. Holders of participations or rights in rem or liens thereon shall be entitled to obtain a certificate of such participations, rights in rem and liens registered in their name.

CHAPTER III
SYSTEM OF GOVERNMENT AND MANAGEMENT OF THE COMPANY

ARTICLE 10. The company shall be governed and managed by:

a) The members in General Meeting, and
b) An organ of Management, which may consist of a Sole Director, two Individual Directors, two Joint Directors, or a Board of Directors.

I. GENERAL MEETINGS

ARTICLE 11. The General Meeting, validly constituted in accordance with these Articles of Association, represents all the members and exercises all the rights of the company, and its resolutions shall be binding on all members, including those absent or in dissent, as from the date on which they were passed, without prejudice to approval of the minutes of the Meeting at which they were passed in the manner laid down by the Law.

The above is without prejudice to the rights of separation and objection to resolutions afforded to the members under the Law.

If the company is a single member company, the sole member shall exercise the powers of the General Meeting, and the provisions of Articles 125 et seq. of the Act shall apply to the company.

ARTICLE 12. The General Meeting shall be called by the Management to be held within the first six months of each financial year in order to review the management of the company, to approve the accounts for the previous year and decide on the allocation of results, and to decide any other matters included on the agenda.

General Meetings shall also be called at the discretion of the Management or at the request of a number of members representing at least five per cent of the capital, which request must indicate the matters to be dealt with at the Meeting. In such case, the Meeting shall be called to be held within one month from the date on which the relevant notarial request was served. The agenda shall include all the items indicated in the request.

The members may request in writing prior to the Meeting, or verbally during the Meeting, information on matters included on the agenda. The Management must provide such information, except in those cases in which, in its opinion, publication of the information requested would not be in the company’s interests. This exception shall not apply when the request is made by members representing at least twenty-five per cent (25%) of the capital.

ARTICLE 13. General Meetings shall be held in the locality in which the company has its registered offices, at the place, date and time designated by the Management.

The notice of Meeting must be sent by registered letter to each of the members at their address appearing in the register of members, and by air mail in the case of a member resident abroad, no less than fifteen days prior to the date scheduled for the Meeting, which shall be counted as from the date on which the last notice is sent. The notice shall indicate the date, time and place of the Meeting, the name of the person(s) issuing the notice, the matters to be dealt with, and the right to obtain the documents to be submitted to the General Meeting for approval, as well as, in the case of the annual accounts, the directors’ report and, where applicable, the auditors’ report.

ARTICLE 14. General Meetings may be attended by all members duly recorded in the register of members. Should they not attend in person, they may appoint a proxy, who need not be a member; the proxy must be in writing and specific to each Meeting, although a permanent proxy may be appointed in a public instrument.

ARTICLE 15. The Chairman and the Secretary of General Meetings shall be the Chairman and Secretary of the Board of Directors, or failing them or in the absence of a Board, such persons as may be elected by the members present at the start of the Meeting.

The Chairman of the Meeting shall direct discussions, indicate the order of speakers and settle any queries on the Articles of Association that may arise. The Secretary of the Meeting shall draw up the minutes, which shall be countersigned by the Chairman of the Meeting. Certificates of resolutions passed by the Meeting shall be issued by the person with powers to do so, complying at all times with the requirements of Article 109 of the Mercantile Registry Regulations.

ARTICLE 16. Resolutions shall be passed by majority of votes validly cast, provided these represent at least one third of the capital.

By way of exception, resolutions on an increase or reduction of capital and any other modification of the Articles of Association that requires a special majority shall require the favourable vote of over half the capital.

Also by way of exception, the conversion, merger or demerger of the company, the abolition of the preemptive subscription right on increases of capital, the expulsion of members and the authorization referred to in Article 65.1 of the Law, shall require the favourable vote of at least two- thirds of the capital. Resolutions shall be minuted and recorded in the relevant book.

Resolutions passed by the General Meeting shall be implemented by any Director designated for this purpose or any person specially empowered to do so.

ARTICLE 17. Notwithstanding the provisions of Article 13 hereof, the General Meeting shall be considered validly constituted in any place, without notice, in order to discuss and resolve any corporate business within its competence, provided that all the members are present, agree unanimously to holding the Meeting and unanimously accept the agenda. The minutes of such Meetings shall be signed by all those present.

II. MANAGEMENT OF THE COMPANY

ARTICLE 18. The management and day-to-day running of the company shall, without prejudice to the powers attributed to the General Meeting, be organized in one of the following forms: a Board of Directors, a Sole Director, two Individual Directors or two Joint Directors. The General Meeting shall decide which form to use without the Articles of Association having to be amended. All resolutions altering the system of management of the company, whether or not it involves an amendment of the Articles of Association, shall be implemented in a public deed and registered in the Mercantile Registry.

The office of director shall not be remunerated and shall be held for an indefinite period, although directors may resign or be removed at any time.

No person disqualified by law from holding office may be a member of the Management.

ARTICLE 19. The Management shall represent the company in all matters affecting its business, and may perform and sign acts and contracts of all kinds, not only relating to administration but also to the ownership and encumbrance of assets of all

kinds, save only for those matters that are the sole responsibility of the General Meeting pursuant to the Law or to these Articles of Association.

ARTICLE 20. When the Management of the company is in the hands of a Board of Directors, the following rules shall apply:

a) The Board shall be composed of a minimum of three and a maximum of twelve persons, who may be shareholders or not.

b) It shall elect a Chairman from among its members, and also a Vice-Chairman if deemed appropriate.

c) The Secretary to the Board need not be a director; if he is not a director he shall be entitled to speak but not to vote at Board meetings.

d) The Board shall meet at the discretion of Chairman or at the request of any director, and shall be called by the Chairman by letter or telefax sent to each one of the directors at least twenty-four hours in advance. indicating the time of the meeting and the principal matters to be discussed. The quorum for meetings shall be the majority of Board members, in person or represented by another director.

e) Minutes shall be drawn up of all meetings and shall be signed by all those present or by the Chairman and Secretary alone, and the Secretary to the Board shall be responsible for issuing and signing certificates of resolutions, which shall be countersigned by the Chairman of the Board.

f) Resolutions shall require the favourable vote of an absolute majority of Board members. The appointment of Managing-Directors shall require the favourable vote of two-thirds of the Board members.

g) Resolutions by the Board of Directors may be contested in accordance with the Law.

h) Resolutions may be passed in writing, without a meeting being held, which this procedure is accepted by all the directors.

CHAPTER IV

FINANCIAL YEAR

ARTICLE 21. The financial year shall begin on 1 February and shall end on 31 January each year. The Management shall draw up the annual accounts, directors’ report and proposal for the allocation of results for each financial year within three months from the end of the year. Following the notice of the General Meeting, any member may obtain from the company, immediately and free of charge, the documents to be submitted to the General Meeting for approval, together with the management report and, where applicable, the auditors’ report, but the provisions of the second paragraph of Article 86 of the Law shall not be applicable.

ARTICLE 22. The profits shall be distributed in the manner agreed by the General Meeting.

CHAPTER V
DISSOLUTION AND LIQUIDATION

ARTICLE 23. The company shall be dissolved by resolution of the General Meeting, passed in accordance with the provisions of the Law, and in the cases of compulsory dissolution provided for in Article 104.1 of the Law.

ARTICLE 24. Once the dissolution of the company has been agreed, the subsequent liquidation procedure shall be carried out in accordance with the provisions of the Law.

CHAPTER VI
GENERAL PROVISIONS

ARTICLE 25. All disputes arising between the company and its directors or members, or between the directors or members themselves, shall be submitted to arbitration in law by the Barcelona Arbitration Tribunal of the “Associació Catalana per a l’Arbitratge”, which shall be responsible for designating the arbitrators and administering the proceedings in accordance with its rules. All matters that may not be freely decided shall be excluded from this submission.

The provisions of the foregoing paragraph in no way affect the right to bring legal action against the resolutions of the company, as provided for in the Law.

CHAPTER VII
PRE-EMPTIVE ACQUISITION RIGHTS

ARTICLE 26. Transfers of participations shall be formalized in a public instrument, and in the case of transfers inter vivos shall be subject to the following formalities and the transfers referred to in Article 29.1 of the Law may not be freely made:

a) Any member proposing to transfer all or part of his participations shall inform the management in writing, indicating the quantity and numbers of the participations, the sale price per participation, terms of payment and any other conditions of any offer to purchase the participations that the vendor may have received from a third party, together with the personal particulars of the latter. He shall also indicate whether he intends to sell the participations en bloc or whether he agrees to their being acquired in part by the remaining members.

b) Within the following eight days, by letters sent in a legally effective manner, the management shall announce the intended sale to the other members, who shall have a period of fifteen days from the date of receipt of the letters in which to inform the management in writing of their intention to purchase, stating the number of participations and the purchase price, should they not accept the price indicated by the vendor.

c) If the demand for participations exceeds the number offered for sale, these shall be allotted in proportion to each member’s existing holding.

d) The acquisition price shall be fixed by mutual agreement between the parties, and failing that it shall be the reasonable value of the participations on the date on which the company was notified of the intention to transfer them. Reasonable value shall be understood as the value determined by an auditor, other than the company’s auditor, appointed for this purpose by the directors of the company. The costs of determining the price shall be paid by the company.

e) Once the sale price has been fixed (by agreement between the two parties or by the auditor), the transfer of the participations must be formally completed within the following fifteen days and the price paid in cash or the deferred portion guaranteed by a credit establishment if deferred payment has been agreed by the parties involved.

f) Should the other members not wish to exercise their pre-emptive rights, the company may acquire the participations within a further period of fifteen days, to be redeemed and the capital reduced accordingly. On expiry of this last period without either the members or the company have exercised their pre-emptive rights, or if the sale en bloc is a condition of the offer and there are not sufficient purchasers for all the participations, the vendor shall be free to transfer all the participations on sale to third parties on the terms notified to the management within a period of one month from the date on which he was notified of the situation by the management. If the sale en bloc is not a condition of the offer and requests to purchase cover only some of the participations on sale, the vendor may transfer the remaining participations to third parties on the terms notified to the management within a period of one month from the date of formal execution of the part purchase. The vendor may also transfer the participations on the terms notified to the company if three months have elapsed since notification of the intention to sell without the company having named any person(s) interested in acquiring them.

g) Any transfer of participations not made in accordance with the foregoing rules shall be considered null and void and the company shall not recognize the purchaser as a member or register him in the Register of Members.

h) The subscription rights in respect of any increase of capital may be assigned to third parties or to other members, following the procedure described above, though the time limits shall be reduced by half.

Should a member offer subscription rights for sale, the period for exercising such rights shall be suspended until the procedure described in this Article has been completed.

i) In the case of transmissions mortis causa, the surviving members shall be entitled to acquire the participations owned by the deceased member on the terms and conditions laid down in Article 32.2 of the Law.

EX-3.61

Exhibit 3.61

Translation

CONTINUOUS TEXT

of the Articles of Association

of
Hayes Lemmerz Fabricated
Holdings B.V.
With its registered office at Rotterdam,

post deed containing partial
amendments to the Articles of Association,
executed on 29 December 2004
before L.J.W.M. Schroeder,
Notary practising in Amsterdam

LSC\GFR\DPE\20041107\83649

CONTINUOUS TEXT of the Articles of Association of the limited liability company: Hayes Lemmerz Fabricated Holdings B.V., with its registered office at Rotterdam, post deed containing partial amendments to the Articles of Association, executed on 29 December 2004 before L.J.W.M. Schroeder, Notary practising in Amsterdam (certificate of incorporation number B.V. 1060810).

ARTICLES OF ASSOCIATION
NAME AND REGISTERED OFFICE
Article 1

1.	The company bears the name HAYES LEMMERZ FABRICATED HOLDINGS B.V.
2.	The company has its registered office in Rotterdam. It can have branch offices elsewhere, also outside the Netherlands.

OBJECTIVES
Article 2

1. The company has the following objectives:

a.	incorporating, financing, participating, acquiring, disposing of, holding a shareholding in, conducting the management of, and the supervision of companies and legal entities;
b.	the provision of guarantees and the charging of the company as security or as severally liable (co-) debtor, or the assets of the company, for the benefit of companies and legal entities that the company is associated with in a group;
c.	the operation of, and the trading in trade mark rights, permits and other industrial and intellectual property rights;
d.	acquiring, hiving off, administrating and operating of register-bound goods, stocks and other property rights, and furthermore the carrying out of all that is linked in the widest sense of the term to the aforementioned, or can promote it.

2. In striving to achieve its objective, the company will take into account the interests of the companies and legal entities with which it is associated in a group.

CAPITAL
Article 3

1.	The authorised capital of the company amounts to TWO HUNDRED THOUSAND GUILDERS (NLG 200,000), divided into two thousand (2000) shares numbered from one (1) through two thousand (2000), each share with a nominal value of one hundred guilders (NLG 100).
2.	The shares are registered shares. No share certificates will be issued.

USUFRUCT AND LIEN ON THE SHARES: CERTIFICATION
Article 4

1.	Usufruct and lien can be vested on the shares of the company.
2.	If on the vesting of usufruct it is determined that the voting right is granted to the usufructuary, he acquires this right only if the allocation of the voting right to the usufructuary, and – in the case of the assignment or transfer of the usufruct – the transfer of the voting right is approved by a unanimous vote of the General Meeting.
3.	If in the vesting of a lien it is determined that the voting right is granted to the lien holder, he acquires this right only if the allocation of the voting right to the lien holder, and – in the case of the assignment or transfer of the lien – the transfer of the voting right is approved by a unanimous vote of the General Meeting. If another person acquires the rights of the lien holder, the voting right is granted only if the transfer of the voting right is approved by a unanimous vote of the General Meeting.
4.	The shareholder who has no voting right as a consequence of a usufruct or lien vested on his shares, the usufructuaries of shares entitled to vote and the lien holders of shares entitled to vote obtain the rights that the law attributes to the holders of certificates issued with the cooperation of the company.
5.	The usufructuary and lien holder without voting rights may not obtain the rights that the law attributes to the holders of certificates issued with the cooperation of the company.
6.	The company can co-operate with the issue of registered share certificates.
7.	No bearer certificates may be issued on the shares.

REGISTER OF SHAREHOLDERS
Article 5

1. The Executive Board maintains a register in which the following is noted:

a.	the name and address of all shareholders;
b.	the sum paid in on each share
c.	the date, the manner in which the shareholders have obtained the shares and the date of the recognition or pronouncement of the acquisition;

d.	the names and addresses of the persons with the right of usufructuary or lien on the shares,
e.	the date on which, and the manner in which, the entitled persons have acquired their usufruct or lien on the shares and the date of the recognition or pronouncement of this, with mention of whether or not they are entitled to vote;
f.	the names and addresses of holders of certificates issued with the cooperation of the company and the date on which, and the manner in which, they have acquired their certificates;
g.	the name and address of the representative as referred to in Article 6 of these Articles of Association;
h.	any release from liability for deposits not yet made.

2.	The register must be regularly updated by the Executive Board.
3.	Each shareholder, entitled to a share, usufructuary, lien holder and holder of certificates issued with the cooperation of the company is responsible for his name and address being known to the company.
4.	The Executive Board provides, on request, to a shareholder, , usufructuary, lien holder and holder of certificates issued with the cooperation of the company, free of charge, an extract from the register concerning his share entitlement. If there is a right of usufruct of lien on the share, the extract states who is entitled to the vote.
5.	The Executive Board places the register at the offices of the company for the perusal of the shareholders.
6.	The data of the register concerning shares that are not fully paid up are for the perusal of everyone; a copy or extract of these data are provided for at most the cost price.

JOINTLY OWNED SHARES
Article 6

1.	If shares, certificates or a limited right to shares belong to a community, the persons belonging to that community can exercise the rights ensuing from the shares only if they have themselves represented vis-à-vis the company by a single person appointed by them in writing. If that designation has not taken place, the rights linked to the share of the shareholders in question cannot be exercised.
2.	The name and address of the representative are recorded in the share register.
3.	The reference to certificates in this article is understood to be only to the certificates issued with the cooperation of the company.

ISSUE OF SHARES
Article 7

1. The issue of shares, the disposal of shares in the company by

	the company, as well as the granting of rights to those shares is done by the Executive Board pursuant to a resolution of the General Meeting of Shareholders – hereinafter: “General Meeting” – which resolution determines the timing of the issue, the number of the shares to be issued as well as the further conditions, including the payment in full of shares in foreign currency, subject to the proviso that the shares are not issued below par.
2.	The General Meeting can transfer its authority to take the decisions referred to in the preceding clause to a different company organ and can revoke this transfer.
3.	Within fourteen (14) days of the General Meeting passing a resolution to issue shares, a written notice of this is sent by the Executive Board to all shareholders.
4.	On the issue of shares, each shareholder has a pre-emptive right according to the proportion of the joint sum of his shares, subject to the legal stipulations. The pre-emptive right is not transferable. The shareholders can exercise their pre-emptive right only by means of a written communication to the Executive Board within four (4) weeks of the dispatch of the communication referred to in the preceding clause.
5.	The issue can take place only against full payment.
6.	The company may not, with the intention of taking or obtaining shares or share certificates in its own capital, post securities, give a price guarantee, be active individually or join with others or act on behalf of others. This ban applies likewise to the subsidiaries of the company.
7.	Loans intended for taking or acquiring shares in its own capital, or share certificates in it, may be issued by the company only at most up to the sum of the distributable reserves.

TRANSFER OF SHARES
Article 8

1.	Each transfer of shares requires the approval of the General Meeting.
2.	The approval is requested of the company with the statement of the number of shares that the shareholder – hereinafter: “the transferor” – wishes to transfer and the names of the person(s) to whom he wishes to transfer the share or the shares.
3.	The approval is considered to have been granted:

a.	if within thirty (30) days no decision has been communicated to the transferor by the General Meeting;
b.	if the General Meeting does not at the same time with the refusal of the approval to the transferor give the

names of one or more prospective purchasers who are willing to purchase for immediate payment all the shares to which the request refers for the value for which they have been assessed by one or more independent experts.

4.	The transfer can take place only within three (3) months of the granting of the approval, or of the date that approval is considered to have been granted.
5.	The company can be considered a prospective purchaser only with the approval of the transferor.
6.	Unless the parties agree otherwise, the price of the shares to be transferred if the transferor accepts the prospective purchaser, is determined by the accountant of the company as long as this is an independent accountant, otherwise by an expert who is appointed on the request of the first party to take action by the President of the Chamber of Commerce of the district in which the company has its registered office.
7.	The transferor is authorised to withdraw on the condition that this happens within a month of the price being communicated to him and the prospective purchaser.
8.	The costs of determining the price shall be borne by:

a.	the transferor in the case that he withdraws his offer to sell;
b.	half by the transfer and half by the prospective purchaser(s) in the case that each one contributes to the costs on the in proportion to the number of shares they have acquired ;
c.	By the company in those cases that are not covered by the stipulations under a or b above.

9. The request for approval and all notifications, to be made pursuant to the stipulations of this article, must be done by registered letter, unless all shareholders agree unanimously otherwise.

ACQUISTION OF OWN SHARES OR SHARE CERTIFICATES
Article 9

1.	The acquisition by the company of own shares that are not fully paid up is forbidden.
2.	The company may obtain shares in its own capital only gratis or if all the following conditions are complied with:

a.	The own capital, minus the acquisition price is not less that the placed or requested portion of the capital plus the reserves that must be held pursuant to law or to the Articles of Association.
b.	The nominal sum of the shares in its own capital that are already jointly held by the company and its subsidiaries amounts to no more than half the placed capital.
c.	Authorisation is granted for the acquisition by the General Meeting or by a company organ appointed by the General Meeting.

3.	For the validity of the acquisition, the determining factor is the size of the equity according to the most recently approved balance sheet, minus the acquisition price for shares in the capital of the company and minus the payments from profits or reserves to third parties that the company and its subsidiaries owe after the balance sheet date. If after six months of the close of the financial year the annual accounts have not been approved, the acquisition in line with the preceding clause is not permitted.
4.	The preceding clauses do not apply to shares that the company obtains under a universal title.
5.	Disposal of own shares by the company takes place by virtue of a resolution of the General Meeting of Shareholders.
6.	In this article, the stipulations concerning shares apply likewise to certificates.

REDUCTION OF CAPITAL
Article 10

1.	The General Meeting can decide to reduce the placed capital by withdrawing shares or by reducing the sum of the shares by means of an amendment to the Articles of Association, subject to the law. The deposited and called portion of the capital may not be smaller than the prescribed minimum capital pertaining at the time of the resolution.
2.	A resolution to withdraw can concern only those shares that the company itself holds or of which it holds the certificates.
3.	If the General Meeting decides to reduce the sum of the shares by means of an amendment to the Articles of Association, irrespective of whether this takes place without repayment or with a partial repayment on the shares or exemption of the obligation to make a deposit – the reduction must take place proportionally on all shares. The required proportionality may be deviated from only with the unanimous agreement of all shareholders.

DELIVERY OF SHARES
Article 11

1.	For the issue after incorporation, for delivering a share, or for delivering a limited right on a share, an appropriate notarial deed of delivery with the parties concerned must be executed before a notary practising in the Netherlands.
2.	Unless the company it itself party to the delivery, the rights linked to the shares can be exercised only after the company has recognised the delivery, whether or not of its own volition, or the delivery is carried out by the company.

MANAGEMENT, APPOINTMENT, DISMISSAL AND REMUNERATION
Article 12

1. The company is managed by an Executive Board, composed of one or more directors. The General Meeting determines the number of directors.

2.	Both natural persons and legal entities can be appointed director.
3.	In the case of a vacancy on the Executive Board, the Executive Board continues to be authorised to act.
4.	In the case of impediment or absence of all directors or of the single director, the management is conducted temporarily by the General Meeting. The stipulations in the Article of Association concerning the Executive Board and the directors apply likewise to an interim Executive Board. The interim Executive Board must convoke as soon as possible a General Meeting during which decisions can be taken concerning the appointment of one or more directors.
5.	Directors are appointed by the General Meeting and can be suspended or dismissed by the General Meeting at any time. The relevant director will be given the opportunity to account for his actions in the General Meeting, at which meeting he can be supported by an advisor.
6.	The General Meeting determines the remuneration and other terms of employment of each director.

POWER OF ATTORNEY
Article 13

1.	Subject to the other statutory stipulations, the Executive Board can grant power of attorney to one or more persons, and can grant the title of director to a person to whom the power of attorney is granted.
2.	Holders of power of attorney to whom the title of director is granted are charged with the day to day running of the operations of the company. If the title of director is granted to two or more holders of power of attorney, they arrange in mutual consultation their tasks in compliance with the guidelines of the Executive Board.

APPROVAL OF DECISIONS OF THE EXECUTIVE BOARD
Article 14

1.	If there are two or more directors, they arrange their tasks in mutual consultation.
2.	The Executive Board takes decisions by a unanimous vote. In the case of a tied vote, no decision is taken.
3.	The General Meeting is authorised to subject to its approval certain clearly delineated executive decisions as set out in a relevant resolution. The lack of approval for a decision does not diminish the representation authority of the Executive Board or the directors as stipulated in Article 15, Clause 1.
4.	The Executive Board must act in accordance with the indications of the General Meeting concerning the general lines of the financial, social and economic policy and the personnel policy.

REPRESENTATION OF THE COMPANY
Article 15

1.	The company is at all times represented by the entire Executive Board or by each director individually.
2.	If the company has a conflict of interest with one or more directors, the company can nevertheless be represented by this director. The General Meeting is always authorised to appoint one or more other persons to this end.
3.	Legal acts of the company vis-à-vis the holder of all the shares in the capital of the company with the company being represented by this shareholder, shall be set down in writing.
4.	For the application of the preceding clause, the shares held by the company or its subsidiaries are not counted. The stipulation of the preceding clause does not apply to legal acts that according to the agreed conditions belong to the normal business operations of the company.

GENERAL MEETING
Article 16

1.	The Annual General Meeting is held at the very latest in the sixth month following the close of the financial year.
2.	The agenda of that meeting mentions at least the following items:

a.	The discussion of the annual accounts, and insofar as stipulated by law, the annual report and the other data;
b.	Approval of the annual accounts:
c.	Approval of the distribution of profits;
d.	The appointment of a person as substitute of a member director in the case that the latter is absent or impeded;
e.	Doing all else as stipulated by the law.

3.	Extraordinary General Meetings are held as often as one of the directors consider such desirable or one or more shareholders jointly representing one-tenth of the placed capital request such in writing with a precise statement of the topics to be dealt with. In the latter case, the Executive Board is obliged to ensure that the meeting is held within six weeks of the receipt of the request.
4.	If the General Meeting is not held within six (6) weeks of the request being received, the persons requesting – subject to the law and the Articles of Association – are authorised to convene a General Meeting themselves without needing the authorisation for this from the President of the Court.

LOCATION AND CONVOCATION
Article 17

1.	The General Meetings are held at the location of the registered office of the company.
2.	All shareholders, usufructuaries with voting rights, lien holders with voting rights and holders of certificates issued with the cooperation of the company must be invited to a General Meeting.

3.	The convocation is done by the Executive Board by means of letters address to the addresses listed in the share register.
4.	In addition to the location, date and time of the meeting, the letters also mention the topics to be dealt with.
5.	The convocation takes place not later than the fifteenth day before the meeting.

CHAIRMANSHIP, MINUTES
Article 18

1.	The General Meeting chooses its own chairman.
2.	Minutes are taken of the matters dealt with in the General Meeting in which the resolutions passed by a the General Meeting are annotated, which minutes are signed by the chairman of the meeting and by a person appointed by him.

MEETING ENTITLEMENT
Article 19

1.

All shareholders, usufructuaries with voting rights, lien holders with voting rights and holders of certificates issued with the cooperation of the company are entitled to attend a General Meeting and to speak. This entitlement is allotted furthermore to each director who is not suspended and to any person who is invited by the chairman of the meeting in question to attend the General Meeting or a part of it.

2.

All shareholders, usufructuaries with voting rights, lien holders with voting rights and holders of certificates issued with the cooperation of the company can have themselves represented at the meeting by attorney-in-fact – this including authorisation granted by telex, fax or telegram.

DECISION MAKING
Article 20

1.	Each share grants entitlement to the exercise of one vote.
2.	All resolutions are passed by an absolute majority of the votes cast, unless these Articles of Association stipulate otherwise.
3.	Blank votes or invalid votes are considered not to have been cast.
4.	Voting is verbal concerning matters and in writing in the form of sealed notes, and anonymous, in the case of persons.
5.	In the case of a tied vote, the proposal is rejected.
6.	If in the voting on persons, no-one obtains the absolute majority on the first ballot, a second ballot is held. If then also there is no absolute majority, a third ballot is held between the two persons who have obtained most votes. If necessary an interim ballot decides which two people participate in the third ballot. In the case of a tied vote in the third ballot, the lot drawn by the chairman of meeting decides.
7.	All proposals can be accepted by acclamation if none of the persons entitled to vote oppose this.
8.	No vote can be cast by a share that belongs to the company or to a subsidiary.

9. In determining the extent to which the shareholders vote or are present or represented, or the extent to which the share capital is represented, no account is taken of shares in respect of which it is stipulated that no vote can be cast.

DECISION MAKING IN THE CASE OF THE PRESENCE OF THE ENTIRE PLACED CAPTIAL, DECISION MAKING
OUTSIDE A MEETING
Article 21

1.	The General Meeting can, as long as it is by unanimous vote, take decisions concerning the topics on the agenda as long as all shareholders are present, even if the stipulations concerning location and convocation of the meeting have not been observed.
2.	Unless there are holders of certificates issued with the cooperation of the company, the shareholders, usufructuaries entitled to vote and lien holders entitled to vote can take decisions also outside the meeting, as long as all shareholders have stated their support for the proposal in writing, by telegram, or by telex/fax.
3.	If pursuant to the preceding clauses of this article, a decision is taken, the persons who have taken that decision must inform the Executive Board immediately concerning that decision.

FINANCIAL YEAR, ANNUAL ACCOUNTS, DISCHARGE
Article 22

1.	The financial year of the company runs from the First of February to the Thirty-First of January of the following year.
2.	Within five (5) months of the close of the financial year, subject to an extension of this period by at most six (6) months by the General Meeting due to exceptional circumstances, the Executive Board compiles the annual accounts composed of the balance sheet and profit and loss account and notes to the accounts.
3.	The annual accounts are signed by all directors; if a signature is missing, the reasons for this are stated.
4.	From the day of convocation to the General Meeting of Shareholders called to discuss the annual accounts, until the close of this meeting, the annual accounts together with documentation stipulated by law are available at the offices of the company for perusal by its shareholders, usufructuaries of shares entitled to vote, its lien holders entitled to vote and holders of certificates issued with the cooperation of the company and each of these may obtain a copy free of charge.
5.	The General Meeting is always authorised to appoint an auditor and in cases in which the law prescribes that it is obligatory an expert as referred to in Article 393 Book 2 of the Dutch Civil Code, in order to audit the annual accounts compiled by the Executive Board and to issue a statement concerning the accounts. The General Meeting can dismiss the accountant or other expert at any time.

6.	The annual accounts are approved by the General Meeting.
7.	The approval without reservation of the annual accounts by the General Meeting counts as the release from liability of the directors in respect of their management during the financial year, to the extent that this management or the results of it are contained in the annual accounts, all this subject to the restrictions imposed by law.

PROFIT APPROPRIATION
Article 23

1.	The profits are at the free disposal of the General Meeting.
2.	The company can pay out the relevant profits to the shareholders and other persons entitled only to the extent that equity is greater than the called-up portion of the capital plus the reserves that must be held pursuant to the law.
3.	The distribution of profits takes place after the approval of the annual accounts according to which such appears permissible.
4.	The company may pay out interim profits to the extent that the stipulations of clause 2 are complied with.
5.	The General Meeting may decide that (interim) payments are made fully or partially in a form other than cash.
6.	On shares, no profits for the company are paid out.
7.	The claim to payment of a dividend lapses after five (5) years.

AMENDMENT TO THE ARTICLES OF ASSOCIATION AND WINDING UP
Article 24

1.	A decision to amend the Articles of Association or to wind up the company can be taken only by the General Meeting with a majority of at least two-thirds of the votes cast at a meeting at which at least three-quarters of the placed capital is present.
2.	If the required percentage of the placed capital is not represented at the meeting, a new meeting shall be convoked for a date that is a minimum of thirty (30) and a maximum of sixty (60) days after the first meeting, which meeting irrespective of the percentage of representation of the placed capital can take valid decisions, as long as there is a majority of two-thirds of the votes cast.
3.	In the convocation of a General Meeting at which a proposal to amend the Articles of Association is on the agenda, the text of the proposed amendment to the Articles of Association is stated. The text is also available for the perusal of the shareholders at the offices of the company from the day of convocation until after the meeting.

LIQUIDATION
Article 25

1.	After the winding up of the company, liquidation shall take place by the Executive Board unless the General Meeting decides otherwise.
2.	The General Meeting sets the fee of the liquidators.

3.	During the period of liquidation, the stipulations of the Articles of Association remain in force as far as possible with the proviso that what is stipulated for the Executive Board applies likewise to the liquidators.
4.	All that remains after the settlement with the creditors is paid out to the shareholders in proportion to the number of shares they hold.
5.	The books and documents of the company shall remain in the custody of a person appointed to this end by the General Meeting for the period prescribed by law.

ISSUED AS A CONTINUOUS TEXT By Alexander Joannes Wiggers, Junior

Notary, as the deputy of Leo Johannes

Willem Marie Schroeder, Notary practising

in Amsterdam.

Today, 4 January 2005

(seal) (signature)

EX-3.62

Exhibit 3.62

Translation

BYLAWS

OF

BORLEM ALUMÍNIO S.A.

ARTICLE I – NAME, HEADQUARTERS AND TERM

Clause One The Company name is BORLEM ALUMÍNIO S.A. (the “Company”) and it shall be governed by these Bylaws and the applicable law.

Clause Two The venue and head offices of the Company shall be the City of Santo André, State of São Paulo, at Avenida Alexandre Gusmão, No. 834, Parque Capuava. The Company may, upon the Executive Committee resolution, open branches and other facilities anywhere within the Brazilian territory, granting them, for legal purposes, a separate capital, allocated from the parent company.

Clause Three The Company shall operate for indefinite term.

ARTICLE II – PURPOSE

Clause Four The purpose of the Company shall be the manufacture, marketing and export of car parts, metal and mechanical products, machinery, components and raw material.

Sole Paragraph In order to comply with its object, the Company may constitute subsidiaries and have equity over the capital of other companies.

ARTICLE III – STOCK CAPITAL

Clause Five The fully subscribed stock capital of the Company is of R$ 29,422,991.00 (twenty-nine million, four hundred and twenty-two thousand, nine hundred and ninety-one Reais), divided into 29,422,991 (twenty-nine million, four hundred and twenty-two thousand, nine hundred and ninety-one) common registered shares, with no par value.

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First Paragraph Each common registered share will be entitled to 1 (one) vote in the resolutions of the Shareholders Meetings.

Second Paragraph The capitalization of the profits and reserves shall be effected with no modification to the number of existing shares. The Shareholders Meeting may deliberate increases to the stock capital upon the issue of new common registered and/or preferred shares.

ARTICLE IV — MANAGEMENT

Clause Six The Company shall be managed by an Executive Committee comprised by 2 (two) members, one of them the President and the other Vice-President, both resident and domiciled in Brazil, either shareholders or not, elected by the Shareholders Meeting. The Company’s President and Vice-President may be dismissed by the Shareholders Meeting at anytime.

First Paragraph The members of the Executive Committee shall hold office for 01 (one) year, shall be installed upon signature of the respective terms within the 30 (thirty) days subsequent to the election, and shall remain in the respective office up to the installation of its substitutes, with the reelection being allowed.

Second Paragraph The members of the Executive Committee shall be excepted to post a bond as guaranty of office.

Third Paragraph The Shareholders Meeting shall establish, annually, the compensation for the members of the Executive Committee.

Clause Seven The Executive Committee, under the Law and these Bylaws limitations, is invested with all powers for the administration and representation of the Company.

Clause Eight The Executive Committee may practice all acts required for the fulfillment of the corporate objectives, except those related as follows, which practice shall be subject to previous and express approval by the Shareholders Meeting:

a) the distribution of dividends;

b) granting of warranties, guaranties or any other security in businesses or transactions with third parties, except businesses or transactions of its subsidiaries or affiliated companies, as well as home lease agreements of its Directors and employees;

2

c) constitution of subsidiaries, or its dissolution or liquidation;

d) acquisition, disposal of or encumbrance of whatever corporate equity;

e) voting of the corporate equities held by the Company;

f) entering of whatever agreement relative to the corporate equities held by the Company;

g) granting or taking loans in cash, except the advancements to suppliers;

h) acquisition, disposal of or encumbrance of fixed assets of the Company which amount exceeds in Brazilian currency the equivalent to US$ 100,000.00 (one hundred thousand dollars);

i) acquisition, disposal of, loan for use or encumbrance of real estate;

j) signature of leasing agreements of real estate;

l) entering into whatever contracts or agreements, transfer or the reception of technology or licensing of industrial property rights;

m) entering into contracts or agreements which values are higher than the equivalent to US$ 500,000.00 (five hundred thousand US Dollars) in Brazilian currency or which duration is higher than 12 (twelve) months.

n) donation or contribution to political parties or organizations, when authorized by the legislation in force;

o) the indication of attorneys with powers to practice the acts enlisted hereunder; and

p) any other act which shall be periodically determined by the Shareholders Meeting.

Clause Nine The Executive Committee shall represent the Company as plaintiff or defendant, in court or out of court, as well as be in charge of the supervision, coordination and general management of the Company’s Activities.

Clause Ten Any and all acts and/or documents involving liability to the Company, or dismissing third parties responsibilities to the same, shall only be valid if practiced and/or signed:

a) by the President and Vice-President of the Company, acting jointly; or

3

b) by either the President or the Vice-President together with an attorney-in-fact, acting jointly, within the limits established in the respective Powers of Attorney; or

c) by two attorneys, acting within the limits established in the respective Powers of Attorney; or

d) by an attorney with special powers, acting within the limits established in the respective Power of Attorney.

Sole Paragraph The Powers of Attorney of the Company shall always be granted by either the President or the Vice-President of the Company, after prior and express authorization of the Shareholders Meeting, expect for the Powers of Attorney for the representation of the Company before any public authority (Federal, State or Municipal) or granting powers “ad judicia” which can be granted by either the President or the Vice-President of the Company independently of the Shareholders Meeting’s authorization. The powers granted shall always be express under the Powers of Attorney and, except those with powers “ad judicia”, shall have limited term.

Clause eleven either the President or the Vice-President of the Company or attorney with special powers, acting severely, will hold powers to:

a) endorse checks for deposit in the Company’s accounts;

b) issue trade bills and endorse them with the purpose of collection; and

c) sign routine correspondence addressed to banks, clients and suppliers, not creating however, any responsibility to the Company.

Clause Twelve The Executive Committee shall meet as required, upon the President Director’s call for meeting, who will be in charge to preside over the meetings.

Clause Thirteen In the event of an office vacancy in the Executive Committee, a Shareholders Meeting shall be called, by which a new member shall be elected, who shall conclude the remaining term of office of the Director to be replaced.

ARTICLE V – SHAREHOLDERS MEETINGS

Clause Fourteen The Shareholders Meetings shall be regular or special. The Regular Meetings will be held within the four months subsequent to the end of the fiscal year, and the Special Meetings shall be held whenever the social interests so require.

4

Clause Fifteen The Shareholders Meetings shall be presided by a shareholder or shareholder’s attorney elected by majority of votes by the present. The Chairman of the Meeting shall be responsible for the selection of the secretary.

Sole Paragraph The call, installation and deliberation of the Shareholders Meetings shall be in compliance with the legal provisions in force.

Clause Sixteen The deliberations in Shareholders Meetings will be taken by absolute majority of votes.

ARTICLE VI – FISCAL COMMITTEE

Clause Seventeen The Company shall have one Fiscal Committee, which will exercise the attributions imposed by law and, which will only be installed in the corporate years as required by the shareholders, in the form and conditions legally foreseen.

First Paragraph The Fiscal Committee shall be comprised of 3 (three) effective and 3 (three) deputy members, either shareholders or not, resident in Brazil. In the corporate years where the installation of the Fiscal Committee is required, the Shareholders Meeting shall elect its members and will name one of them as the President of the Fiscal Committee, as well as it will establish the respective compensation, with the termination of office of the members on the date of the first Shareholders Meeting held after its installation.

Second Paragraph The Fiscal Committee’s deliberations shall be taken by majority of votes.

ARTICLE VII – FISCAL YEAR AND BALANCE SHEET

Clause Eighteen The fiscal year shall end on December 31 of each year, when the financial statements of the year shall be verified, pursuant to legal requirements.

First Paragraph After the deductions required by law, the Shareholders Meeting shall decide about the destination of profits, upon the Executive Committee proposal, fixing as minimum mandatory dividend, the equivalent to 25% (twenty-five percent) of the year’s net profit, adjusted under the legal form.

5

Second Paragraph The Shareholders Meeting may, without opposition of any present shareholder in attendance, deliberate the distribution of dividend lower than the mandatory or the retention of all profit.

Clause Nineteen The Company may elaborate semi-annual or quarter balance sheets and, upon the Executive Committee’s proposal, state dividends at the account of the profit verified within the period, as well as to declare intermediate profits at the account of the accrued profits or reserves of profits existing in the last annual or semi-annual balance sheet.

ARTICLE VIII – LIQUIDATION

Clause Twenty The Company will be dissolved and will be under liquidation in the cases legally foreseen, with the Shareholders Meeting in charge for the establishment of the mode of liquidation and elect the liquidator or liquidators.

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EX-3.63

Exhibit 3.63

TRANSLATION
OF THE FULL WORDING OF THE

FOUNDING DEED

OF THE LIMITED LIABILITY COMPANY

HAYES LEMMERZ ALUKOLA, s.r.o.

VALID AS OF DECEMBER 16, 2005

I. GENERAL PROVISIONS

Article 1

The Company’s sole member shall be HAYES LEMMERZ S.R.L. having its registered office at DELLO (BS) VIA ROMA, 200 CAP 25020, Italy (the “Member”).

Article 2

/1/ The commercial name of the Company shall be:

Hayes Lemmerz Alukola, s.r.o.

/2/ The seat of the Company shall be at Ostrava – Kunčice, Vratimovská 704, Postal Code 707 00, Czech Republic

/3/ The Company has been established for an indefinite period of time.

/4/ The scope of business of the Company shall be comprised of:

- purchase of goods for resale and sale,

- activities of real estate agency,

- manufacturing of vehicle components, except for annexes of Act No. 455/1991 Coll.

II. REGISTERED CAPITAL

Article 3

/1/ The registered capital of the Company shall be CZK 80,000,000 (in words: eighty million Czech crowns).

/2/ The contribution by HAYES LEMMERZ S.R.L. is equal to CZK 80,000,000 and has been fully paid in cash prior to registration of the Company in the Commercial Register. Prior to registration of the Company the contribution is administered by the Member HAYES LEMMERZ S.R.L.

/3/ Further contributions to the registered capital of the Company shall be made within the periods of time specified by the General Meeting deciding on an increase in the registered capital.

III. INCREASE AND DECREASE IN THE REGISTERED CAPITAL

Article 4

/1/ The Company’s registered capital may be increased in any one of the following manners:

(a)	from the equity reflected in the financial statements as the Company’s liabilities, if it is not intended, by law, for other purposes, or
(b)	by increasing a contribution made by the member
(c)	through a new contribution.

/2/ The Member shall have priority right to make further contributions to the registered capital of the Company. Should the Member waive its priority right, a third party may undertake to make new contribution.

Article 5

/1/ In the event that the Company’s registered capital decreases, the amount thereof may not be reduced to an amount below CZK 200,000.

IV. TRANSFER OF OWNERSHIP INTERESTS

Article 6

/1/ The Member’s ownership interest in the Company may be transferred in whole or in part to other person(s), including another Member, only with the approval of the General Meeting.

/2/ An agreement on transfer of an ownership interest shall be in written form and the transferee who is not a Member shall declare therein that it accedes to this Founding Deed. The members’ signatures thereon shall be officially authenticated.

V. RIGHTS AND DUTIES OF THE MEMBERS

Article 7

     The Member’s liability for the Company’s obligations shall be limited to the unpaid

portion of its contribution to the Company’s registered capital.

VI. BODIES OF THE COMPANY

Article 8

     The bodies of the Company shall be:

A. the General Meeting; and

B. the Executive Directors.

Article 9

/1/ The General Meeting shall be the supreme body of the Company.

/2/ Resolutions adopted by the General Meeting shall be kept in the files of the Company.

/3/ The powers of the General Meeting shall include the following:

(a)	deciding on changes in, and amendments to, this Founding Deed
(b)	deciding on an increase or decrease in the Company’s registered capital,
(c)	deciding on the winding-up of the Company,
(d)	appointing and recalling the Executive Directors and deciding on his/her remuneration,
(e)	approving the annual, extraordinary and consolidated financial statements and where the law so requires, also interim financial statements, the distribution of profits and the covering of the Company’s losses,
(f)	deciding on other matters that are delegated to the General Meeting’s competence by law, this Founding Deed or a resolution of the General Meeting.

/4/ Until the accession of another member the powers of the General Meeting shall be exercised by the Member. If the Company has only one Member, the General Meeting shall not be held and the powers of the General Meeting shall be exercised by this Member. The Member’s resolutions made while exercising the powers of the General Meeting shall be in writing and signed by the Member. Other provisions set forth by the provisions of Section 132 of the Commercial Code apply to the decision-making by the sole Member pari passu.

Article 10

/1/ Two Executive Directors shall constitute the statutory body of the Company.

/2/ At the time of establishment of the Company, Executive Directors shall be the following individuals:

a) ing. Erich Zipser, birth registration number 400619/448, residing at Tlapákova 5, Ostrava – Hrabůvka, Czech Republic.

b) ing. Josef Přerost, birth registration number 350412/010, residing at Husova 9a, 736 01 Havířov, Czech Republic

/3/ Each Executive Director shall be authorized to act in the name and on behalf of the Company in all matters individually.

VII. ECONOMY OF THE COMPANY

Article 11

/1/ Commencing as of January 1, 2005, the fiscal year of the Company has been determined in such a manner that it commences on January 1, 2005 and ends on January 31, 2005. As of February 1, 2006, the fiscal year of the Company has been determined in such a manner that it commences on February 1 of each year and ends on January 31 of each year.

Article 12

/1/ The Company shall create the compulsory reserve fund in the amount required by law after it first realizes a profit.

/2/ The reserve fund shall be supplemented by yearly transfers from the Company’s net profits in an amount decided upon by the General Meeting.

/3/ The Executive Director shall decide upon the utilization of the reserve fund.

In Ostrava-Kunčice,
On December 16, 2005

For correctness:

Ing. René Hilschner, Executive Director

EX-3.64

Exhibit 3.64

TRANSLATION OF THE

FOUNDING DEED

OF A JOINT-STOCK COMPANY

AUTOKOLA NOVÁ HUŤ

I.

     The joint-stock company NOVÁ HUŤ with its seat in Ostrava, represented by Ing. Svatopluk Velkoborský and Ing. Ladislav Císař, members of the Board of Directors (hereinafter referred to as the “Founder”) has decided, pursuant to paragraph 162 and paragraph 172 of the Commercial Code and pursuant to this Founding Deed, to

e s t a b l i s h

the joint-stock company

AUTOKOLA NOVÁ HUŤ

II.

     The business name of the joint-stock company (hereinafter referred to as the “Company”) shall be

AUTOKOLA NOVÁ HUŤ a.s.

III.

     The seat of the Company shall be in Ostrava, the Czech Republic.

IV.

     The Company shall be established for an unlimited period of time.

V.

The business purpose of the Company shall be:

- - production of car spare parts and accessories, and car engines,

- - production of other metal goods,

- - production of other non-classified products,

- - trade activities.

VI.

     The suggested basic capital of the Company shall amount to 1,000,000 CZK (one million Czech korunas).

VII.

     The basic capital of the Company amounting to 1,000,000 CZK shall be divided into 10 bearer shares with a nominal value of 100,000 CK each.

VIII.

     The Founder’s contribution to the basic capital of the Company shall be only in monetary form.

IX.

     The Founder declares that it fully approves, without any reserve, the Statutes of the Company that are attached hereto as Schedule 1 and that are made part of this Founding Deed.

X.

     Until the accession of another shareholder, the Founder, as the sole shareholder, shall execute the General Meeting’s competency arising from the generally binding rules of law and the Company’s Statutes.

XI.

     Using its right to appoint members of the other organs of the Company, the Founder shall appoint the following members of the initial three-member Management Board and the initial three-member Supervisory Board:

     a) Management Board:

1.	Ing. Císař Ladislav, born on November 8, 1947, domiciled at Ostrava-Zábřeh, Pavlovova 27
2.	Ing. Přerost Josef, born on April 12, 1935, domiciled at Havířov-mĕsto, Jana Wericha 2A
3.	Ing. Zipser Erich, born on June 19, 1940, domiciled at Ostrava-Hrabrůvka, Tlapákova 5

     b) Supervisory Board:

1.	Ing. Arbter Max, born on July 31, 1943, domiciled at Hlučín, Dvořákova 32
2.	Ing. Otrusina Josef, born on May 9, 1945, domiciled at Brušperk 475

3. Ing. Vašut Jaromír, born on September 24, 1948, domiciled at Ostrava-Zábřeh, Horymírova 10

XII.

     Establishment, legal status and termination of the Company, as well as all legal relations arising from this Founding Deed or the Statutes of the Company, and labor and other relations inside of the Company, including relations arising from sickness insurance and social benefits of the Company’s employees shall be governed by Czech law.

XIII.

     The cost connected with the establishment of the Company shall be borne by the joint-stock company NOVÁ HUŤ.

XIV.

     This Founding Deed, including Schedule No. 1 (Statutes of the Company) which is made part hereof, is executed in the form of a Notary’s Statement, in six copies. Two copies of this Notary’s Statement shall be put on the respective file of the State Notary’s Office, the Founder and the Company shall be given one copy respectively, one copy shall be used as an annex to the application for registration of the Company in the Commercial Register and one copy shall be used as a document necessary for obtaining trade licenses.

XV.

     This Founding Deed shall come into effect by the signing of the Notary’s Statement by the Founder.

In Ostrava, on January 14, 1993

On behalf of the joint-stock company NOVÁ HUŤ:

(Oblong Seal)
NOVÁ HUŤ
Joint-Stock Company
OSTRAVA
General Manager of the
Joint-Stock Company
430
/s/ Svatopluk Velkoborský Ing. Svatopluk Velkoborský	/s/ Ladislav Císař Ing. Ladislav Císař

EX-3.65

Exhibit 3.65

N338/2001
N280/2001

Counterpart
NOTARIAL STATEMENT

Executed on December 19, 2001 (December nineteen, two thousand and one) by me, Mgr. Jana Bečková, a notary public in Prague, in her notarial office at Prague 1, Havelská 216/16, at the same place, in the offices of Altheimer & Gray, Platnéřská 4, Praha 1

on certifying a decision of the company body, that is extraordinary general meeting of a joint stock company Hayes Lemmerz Autokola, a.s., Identification Number 47 67 31 25, with its registered seat at Ostrava-Kunčice, Vratimovská ul. 142 (the “Company”).

Firstly: Today at 10: 00 a.m., Ing. Erich Zipser, Birth Registration Number 400619/448, residing at Ostrava –Jih, Bělský les, Horní 3030/96, a member of the Company’s Board of Director produced an excerpt from the Commercial Register maintained the Regional Court in Ostrava dated December 18, 2001 and declared this excerpt true and valid. The legal personality and existence of Hayes Lemmerz Autokola a.s. was verified on the basis thereof.

Ing. Erich Zipser stated that the General Meeting had been duly convened and was attended by two shareholders owning 100% of votes. The General Meeting constituted a quorum.

These facts have been proven to me by:

a)	the produced excerpt from the List of the Company’s Shareholders;
b)	Attendance Sheet which is attached hereto and made part of this Notarial Statement as Annex No. 1 and Powers-of-Attorney which are attached hereto and made part of this Notarial Statement as Annexes No. 2 and 3;
c)	notice of convocation of the General Meeting which is attached hereto and made part of this Notarial Statement as Annex No. 4 and
d)	the Statutes of the Company that Ing. Erich Zipser declared to be fully updated as of the date hereof.

Secondly: The General Meeting adopted unanimously the following bodies of the General Meeting:

Chairman: JUDr. Marek Nosek, Birth Registration Number 630619/2618, residing at Praha 3, Lucemburská 2016/30, Minutes Secretary Mgr. Tomáš Bílek, Persons authorized to Verify the Minutes Hana Landová and Eva Koukalová, Persons authorized to Count the Notes Jitka Slepičková and David Falada.

Thirdly: The Chairman of the General Meeting acquainted the shareholders with the change of the Company’s Statutes as proposed by the Board of Directors whereby the Statutes are put into compliance with the provisions of Act No. 513/1991 Coll., as amended.

The General Meeting of the Company approved the following resolution:

Articles 1 to 11 of the Company’s Statutes have been changed to read as follows:

STATUTES OF THE JOINT STOCK COMPANY
HAYES LEMMERZ AUTOKOLA, a.s.

The joint-stock company (the “Company”) has been established by the Founding Deed dated April 4, 1992 and is registered into the Commercial Register maintained with the Regional Commercial Code in Ostrava. The entry was made on April 13, 1993. The Company has been established and exists according to law of the Czech Republic.

Article 1
Commercial Name and Seat of the Company

1.1.	Commercial Name: Hayes Lemmerz Autokola, a.s.
1.2.	Registered Seat: Ostrava — Kunčice, Postal Code 707 00, Land-registry Number 707, Vratimovská street

Article 2
Duration of the Company

     2.1. The Company shall be established for an indefinite period of time.

Article 3
Business Purposes

3.1. The business purposes of the Company shall be:

a)	purchase of goods for resale and sale;
b)	other activities of the manufacturing industry, except for the activities stated in Annexes to Act No. 455/1991 Coll.; and
c)	manufacture of accessories for motor vehicles, except for the activities stated in Annexes to Act No. 455/1991 Coll.

Article 4
Amount of the Registered Capital, Manner of Paying Up the Shares, Increase and Decrease in the
Basic Capital , Transfer of Shares

4.1. General. The Registered Capital of the Company shall be CZK 2 206 100,000 and shall be divided into 1 206,100 registered shares with a nominal value of CZK 1,000 each (the “Shares”). Shares have been issued as certificated securities. The issue price of the issued shares has been fully paid by monetary and in-kind contributions. The Company’s Board of Directors may issue a cumulative share certificate representing individual share certificates. If the holder of a cumulative share requests individual share certificates in exchange of its cumulative share certificate representing such individual share certificates, the Board of Director is obliged to ensure the issuance thereof within three (3) months following such request. All shares whose

issue price is being paid by monetary contributions must be fully paid up within one (1) year after the date of subscription therefor. The General Meeting may require that shares be paid up within a shorter period of time than one year.

4.2. Increases and Decreases in the Registered Capital

     (a) The General Meeting may decide to increase the Registered Capital of the Company and determine the appropriate conditions under which the foregoing action may occur. In this event, proceedings of bodies of the Company, shareholders and other persons shall be governed by provisions of generally binding rules of law. If the capital increase is to be done through subscription of new shares, the new subscribers shall pay a portion of the nominal value of monetary investments determined by the General Meeting but at least 30% thereof and a share premium, if any, otherwise such subscription is ineffective. Further details concerning the new subscriber’s payments to the Registered Capital and manner thereof may be specified in the list of subscribers, a subscription agreement pursuant to Article 205 of Act No. 513/1991 Coll. As amended (the “Commercial Code”) or shareholders agreement. Upon a subscription for the Company’s shares, the Company shall issue interim certificates to its subscribers. The interim certificate shall include the nominal value, the designated number of the interim certificate and the number of shares represented thereby, as well as other data relating to the subscribed shares. All the rights and obligations attached to the Company’s shares shall attach to the interim certificate. The Company shall exchange interim certificates for share certificates after the subscription price thereof has been paid in full.

(b) To the fullest extent permitted by law and in compliance with Article 210 of the Commercial Code, the General Meeting may authorize the Board of Directors to decide on the increase in the Registered Capital (a) by subscribing the shares under the conditions set forth in this paragraph (b) or from the Company’s own sources but by no more than one-third of the existing Registered Capital at the time when the Board of Directors takes such decision. The Board of Directors may decide on the increase in the Registered Capital by a monetary contribution to be accomplished in such a manner that a claim of the Company arising from the payment of the issue price shall be included in the claim of senior lenders of the Company, including, without limitation, International Finance Corporation. In addition, the Board of Directors may decide on the increase in the Registered Capital through monetary or non-monetary contributions to be made by the existing shareholders of the Company. The Board of Directors shall be authorized, at its exclusive discretion, to set the issue price, the place and time-limit fixed for share subscription, number of subscribed shares, nominal value, class, form and nature of the shares to be subscribed and other conditions of the Registered Capital to increase through the subscription of new shares.

(c) The General Meeting may decide to decrease the Registered Capital of the Company under the conditions and in the manner as specified by law. The Registered Capital can be decreased namely by withdrawing a certain number of shares from circulation by drawing lots or by decreasing the nominal value of shares according to respective provisions of the Commercial Code.

4.3. Non-Payment of Subscription Price. If a subscriber does not pay when due the issue price of shares subscribed for by it, such subscriber shall pay to the Company default interest on such unpaid portion in an amount equal to 20% per annum. If the shareholder fails to pay the entire issue price of the shares subscribed for by it or a due part thereof even within an additional

period of sixty (60) days, without limiting the provisions of this Section 4.3, the Board of Directors shall expel such subscriber from the Company and invite it to return its interim certificate. If the subscriber fails to return its interim certificate to the Company, the Board of Directors shall declare such interim certificate invalid.

     4.4. Transfer of Shares

     (a) Except as set forth in the next sentence, the Company’s shares may be sold, transferred, conveyed or assigned by a shareholder only with the prior approval of the Board of Directors of the Company. Any shareholder may sell, transfer, convey or assign its shares to any person directly or indirectly wholly-owned by such shareholder without the approval of the Board of Directors, provided, however, that, if following such a transfer such person ceases to be a person directly or indirectly wholly owned by such shareholder, unless the shareholder reclaims prior to such cessation the shares held by such person, such cessation shall be deemed to constitute a transfer of such shares by such shareholder to an unaffiliated third party that is subject to the transfer restrictions contained in this Section 4.4.

     (b) In addition to the approval of the Board of Directors, if a shareholder is selling, transferring, conveying or assigning any shares to any third party other than to a person directly or indirectly owned by such shareholder, the shareholder shall first comply with the following provisions or shall receive a waiver of compliance from the other shareholders to the following provisions:

(i)

the shareholder wishing to sell shares (the “Selling Shareholder”) shall notify the other shareholders (the “Offeree”) in writing (the “Notification of Sale”) of the identity of the proposed purchaser of shares (the “Proposed Purchaser”), the number of shares proposed for transfer (the “Offered Shares”) and the payment terms and price per Share offered by the Proposed Purchaser (the “Offered Terms”) and shall provide financial information with respect to the Proposed Purchaser demonstrating its ability to finance the acquisition of the Offered Shares (such notification and information being the “Purchase Offer”). The Offeree may then exercise its right to purchase the Offered Shares in the manner set forth in subparagraph (ii) below.

(ii)

the Offeree shall elect, in writing within forty-five (45) days after receipt of the Purchase Offer, either (A) to purchase all, but not less than all, of the Offered Shares or (B) to reject the Purchase Offer. If the Offeree does not respond to the Purchase Offer within such forty-five (45) day period, the Offeree shall be deemed to have rejected the Purchase Offer. If the Offeree accepts the Purchase Offer, the Offeree shall purchase the Offered Shares upon the Offered Terms within ninety (90) days after its acceptance thereof (or such longer period as may be provided in the Offered Terms or as may be necessary to permit compliance with applicable laws). If there shall be more than one Offeree, each Offeree responding positively to the Purchase Offer shall share in such purchase in proportion to such Offeree’s ownership of shares held by all Offerees responding positively. If the Offeree rejects the Purchase Offer, the Selling Shareholder will be entitled for a period of ninety (90) days from the date of the notice rejecting such Purchase Offer (or such longer

period as may be provided in the Offered Terms), to transfer all, but not less than all, of the Offered Shares to the Proposed Purchaser at a price and upon other terms and conditions that are identical to, or better for the Selling Shareholder than, the Offered Terms. If the Selling Shareholder does not transfer the Offered Shares within such time period, the Offered Shares will again be subject to all of the restrictions set forth in this Section 4.4.

     Notwithstanding anything in this Section 4.4 or elsewhere in these Statutes to the contrary, any party hereto may pledge its shares to a bona fide pledgee, provided that (x) the pledgee shall agree in writing that any foreclosure of its pledge shall be treated as a transfer subject to Board of Directors approval and the foregoing rights of first refusal on Offered Terms per Share equal to the then current book value of each Share and (y) the instruments relating to such pledge provide that the pledgee may not exercise any rights of a shareholder with respect to the pledged shares during the term of the pledge.

     (c) A shareholder may also agree to restrict further the transfer of its shares by agreeing that the approval of another person or entity, including, without limitation, other shareholders or senior lenders of the Company, shall be required for such shareholder’s transfer of shares pursuant to an agreement in writing with such other person or entity.

     (d) Any transfer of shares made in accordance with these Statutes shall be effective as to the Company as of the day the transfer of the shares is recorded in the records of the Company.

Article 5
Shareholder Rights

5.1. Distributions. Profits of the Company distributed in accordance with Section 6.5 shall be distributed to shareholders on a pro-rata basis based on the ratio of the nominal value of each such shareholder’s shares to the nominal value of all shares.

5.2. Limited Liability. No shareholder shall have any liability for any obligation of the Company.

5.3. Pre-Emptive Rights. Shareholders shall have the pre-emptive rights under Article 204a of the Commercial Code of the Czech Republic (the “Commercial Code”) to subscribe for a part of the Company’s new shares subscribed with the aim of increasing the Registered Capital if such shares are to be subscribed by monetary contributions in proportion to their portion of the existing registered Capital . Any shareholder may waive its pre-emptive rights on the basis of an agreement in writing with other shareholders pursuant to Article 205 of the Commercial Code.

Article 6
General Meeting

6.1. General. The General Meeting is the assembly of all shareholders of the Company.

6.2. Annual General Meeting. An annual General Meeting shall be convened by the Board of Directors each year not later than eight (8) months after the close of the Company’s fiscal year for the purposes of approving the annual financial statements of the Company and any reports of

the Board of Directors and Supervisory Board and for the transaction of such other business as may be required by these Statutes or by law or as may otherwise come before the General Meeting.

6.3. Extraordinary General Meeting. An extraordinary General Meeting may be called at any time by the Board of Directors in a manner provided by provisions of the Commercial Code. Any request for an extraordinary General Meeting shall be in writing and shall include a proposal for the agenda of such extraordinary General Meeting.

6.4. Notice of General Meeting. The General Meeting shall be convened under the direction of the Chairman of the Board of Directors by written notice sent to all shareholders no later than thirty (30) days prior to such General Meeting or within time-limit set by provisions of Section 181 of the Commercial Code. The agenda included with such notice shall include all proposals that have been made in accordance with Section 6.3 (if an extraordinary General Meeting is convened) or otherwise properly made for an annual General Meeting.

6.5. Powers. The powers and responsibilities of the General Meeting shall include:

(a)	amending the Statutes of the Company; without limiting the provision of Section 4.2.b hereof;
(b)	increasing or decreasing the Registered Capital of the Company; without limiting the provision of Section 4.2.b hereof. Provisions set by Section 4.2 hereof or on authorization of the Board of Directors in accordance with provisions of Section 210 of the Commercial Register or the possibility to include a claim against the Company towards a claim to pay the issue price shall not affected thereby;
(c)	authorizing the dissolution of the Company;
(d)	electing and removing members of the Board of Directors and the Supervisory Board (except for any members of the Supervisory Board elected by the Company’s employees pursuant to Article 200 of the Commercial Code) and authorizing the compensation therefor;
(e)	approving the annual or extraordinary financial statements of the Company and consolidated financial statements of the Company and, if so required by law, also interim financial statements of the Company and deciding on the distribution to shareholders of any profits of the Company or on the covering of the Company’s loss and the setting of an amount of royalties;
(f)	approving reports of the Board of Directors on the Company’s business and the state of its assets;
(g)	authorizing the transformation into, merger of the Company with, or the consolidation or splitting-up of the Company into any other entity, and deciding on the sale of an enterprise; and
(h)	authorizing any other matter reserved for the General Meeting in accordance with law.

     6.6. Voting of Shares. Each CZK 1,000 of a nominal value of shares shall be entitled to one vote. Voting at the General Meeting shall be by acclamation.

     6.7. Proxies. Each shareholder who is entitled to vote at the General Meeting may authorize another person or to act for such shareholder by proxy. Each proxy shall be in writing and shall be executed by the shareholder granting such proxy. Unless and until voted, each proxy shall be revocable at the election of the shareholder granting such proxy.

     6.8. Conduct of General Meeting. At the beginning of the General Meeting, the General Meeting shall elect its chairman who shall thereafter preside over the General Meeting. The General Meeting shall also elect a minutes secretary, two persons to verify the minutes (verifiers) and at least two persons to count votes (scrutineers).

     6.9. Quorum; Vote Required. Attending shareholders representing not less than two-thirds (2/3) of the aggregate nominal value of voting shares shall constitute a quorum at the General Meeting and the affirmative vote of shareholders representing not less than two-thirds (2/3) of the aggregate nominal value of all voting shares issued and in circulation shall be the act of the General Meeting unless the vote of a greater number or voting by class is required pursuant to the Commercial Code. If a General Meeting is not able to form a quorum, a compensatory General Meeting shall be convened by the Board of Directors within fifteen (15) days following the date of the original General Meeting by a written notice sent to all shareholders not later than fifteen (15) days prior to the compensatory General Meeting. The compensatory General Meeting shall have an unchanged agenda and shall constitute a quorum regardless of the number of shares represented by the shareholders present at it. The General Meeting shall make resolutions only on matters included in the agenda of the General Meeting. Resolutions on other matters may be adopted only if all shareholders are present and agree unanimously thereto.

Article 7
Management Board

7.1. General Powers. The business and affairs of the Company shall be managed by the Board of Directors. The Board of Directors shall, unless stated otherwise herein, represent the Company before third parties, the courts and other bodies and with respect to acts in the name and on behalf of the Company. The Board of Directors shall decide on all matters of the Company that are not reserved for the General Meeting to decide.

7.2. Specific Duties. In furtherance, but not in limitation, of the rights, obligations and duties of the Board of Directors set forth in Section 7.1 hereof, the Board of Directors shall, without limitation:

     (a) convene the General Meeting and prepare the agenda thereof;

     (b) present to the General Meeting an annual report on business activities, assets and liabilities of the Company, the annual and any extraordinary financial statements of the Company and proposals for the distribution of any profits of the Company;

     (c) appoint and release procurators of the Company if a procuration has been conferred;

     (d) approve internal regulations of the Company and the establishment of internal organizational units of the Company;

     (e) maintain a list of shareholders of the Company in accordance with applicable law;

     (f) approve the annual budget of the Company;

     (g) establish wage rates for all employees of the Company (except for the wage rates for members of the Board of Directors or the Supervisory Board in the exercise of their duties in such respective capacities, the compensation for which shall be determined by the General Meeting in accordance with Section 6.5 of these Statutes);

     (h) ensure proper bookkeeping of the Company; and

     (i) appoint the auditors of the Company.

7.3. Authority to Act on Behalf of the Company. The Board of Directors shall be authorized to act in the name and on behalf of the Company. Any member of the Board of Directors shall sign in the name and on behalf of the Company; if such member is a foreign natural person, he/she must comply with the provisions of Article 30, Section 3 of the Commercial Code.

7.4. Structure, Creation and Term of the Board of Directors

7.4.1. The Board of Directors shall have three (3) members. The members of the Board of Directors shall be elected and removed by the General Meeting. A shareholder or shareholders may designate a certain number of members of the Board of Directors to be elected by the General Meeting. The term of the Board of Directors shall be five (5) years.

7.4.2. Only a natural person fully able to act legally, who is at least eighteen (18) years of age, has a clean police record and in respect of which the obstacle preventing such person from carrying on a trade as provided for by a special law does not exist may become a member of the Board of Directors.

7.4.3. A member of the Board of Directors may resign his/her position by a written notice delivered to the Board of Directors. In such a case, his/her term shall expire on the day on which the Board of Directors discussed or should have discussed such resignation at its next meeting following the delivery of the written notice. If a member of the Board of Directors dies, resign his/her functions, is removed or his/her term comes to an end, the General Meeting shall elect a new member within a period of three (3) months thereafter.

7.4.4. The Board of Directors shall elect from its midst a Chairman and a Vice-Chairman.

7.5. Removal of Members of the Board of Directors. Any member of the Board of Directors may be removed, with or without cause, by the General Meeting by the affirmative vote of shareholders representing not less than two-thirds (2/3) of the nominal value of the shares in circulation that are entitled to vote upon the election of Board of Directors members at that time. No member of the Board of Directors shall be removed by the General Meeting unless the notice of such meeting shall state that a purpose of the General Meeting is to vote upon the removal of one or more members named in the notice, and only the named member or members may be removed at such General Meeting.

7.6. Convocation of the Board of Directors

7.6.1. The Chairman shall convene a meeting of the Board of Directors at the call of any member of the Board of Directors.

7.6.2. Unless otherwise decided by the Board of Directors, its meeting shall be held in the Company’s seat.

7.6.3. Should a member of the Board of Directors be unable to participate in the meeting thereof, he/she shall be entitled to authorize in writing another member of the Board of Directors to represent him/her at the meeting. However, the authorized person may only represent one absent member at the meeting.

7.6.4.The Board of Directors may, at its discretion, invite other persons to participate in its meetings.

7.6.5. Meetings of the Board of Directors shall be presided over by the Chairman of the Board of Directors. During his absence, meetings of the Board of Directors shall be chaired by the Vice-Chairman. Minutes of the meeting of the Board of Directors shall be read into record which shall be signed by a Minutes Secretary appointed by the Board of Directors and the Chairman of the Board of Directors.

7.6.6. Expenses incurred in connection with meetings and other activities of the Board of Directors shall be borne by the Company.

7.7. Quorum; Passing of Resolutions

7.7.1. A quorum of majority of the members of the Board of Directors present at the meeting either in person or by proxy on the basis of a Power of Attorney in writing shall be required for the Board of Directors to pass a resolution.

7.7.2. To make a valid resolution with respect to all matters discussed at the meeting of the Board of Directors, a majority of present members must vote in favor of it. In the case of a tie the Chairman’s vote shall prevail.

7.7.3. When electing or removing the Chairman and Vice-Chairman of the Board of Directors, the affected person shall not vote.

7.8. Resolutions Per Rollam. The Board of Directors shall be entitled to take a decision out of the meeting. In such cases voting shall be in writing or with the use of means of

telecommunications, if all the members of the Board of Directors shall agree to the written form or any other form of voting. The Chairman of the Board of Directors shall ensure all organizational activities connected with taking a decision per rollam.

Article 8
Supervisory Board

8.1. General Powers. The Supervisory Board is a supervisory body of the Company, charged with only those duties and powers expressly provided for in the Commercial Code or these Statutes.

8.2. Specific Powers. The Supervisory Board shall be entitled to review the activities of the Company and to propose to the General Meeting or to the Board of Directors actions to improve the operations of the Company. The Supervisory Board shall review the annual balance sheet of the Company and proposals made by the Board of Directors for the distribution of any profits of the Company. The Supervisory Board shall present a report on its activities and findings to the annual General Meeting.

8.3. Structure, Creation and Term of the Supervisory Board

8.3.1. The Supervisory Board shall consist of three (3) members. Two thirds of the members of the Supervisory Board shall be elected and removed by the General Meeting and one third of the members shall be elected by the Company’s employees. A shareholder or group of shareholders may designate a certain number of members of the Board of Directors to be elected by the General Meeting. A member of the Supervisory Board shall not be eligible for the concurrent membership of the Board of Directors. The term of office of the Supervisory Board members shall be five (5) years. The members of the Supervisory Board may be reelected.

8.3.2. A member of the Supervisory Board may resign his/her functions by a written notice delivered to the Supervisory Board. In such a case, his/her term shall expire on the day on which the Supervisory Board discussed or should have discussed such resignation at its next meeting following the delivery of the written notice. If as a result of resignations offered by the members of the Supervisory Board the number of its member is lower than one half, the Supervisory Board shall convene without undue delay an extraordinary General Meeting that shall decide on the election of a new Supervisory Board.

8.3.3. The Supervisory Board shall elect from its midst the Chairman of the Supervisory Board.

8.4. Removal of Members of the Supervisory Board. Any member of the Supervisory Board may be removed by the General Meeting at any time.

8.5. Convocation of the Supervisory Board

8.5.1. The Chairman shall convene a meeting of the Supervisory Board at the call of any member of the Supervisory Board.

8.5.2. Unless otherwise decided by the Supervisory Board, its meeting shall be held in the Company’s seat.

8.5.3. Should a member of the Supervisory Board be unable to participate in the meeting thereof, he/she shall be entitled to authorize in writing another member of the Supervisory Board to represent him/her at the meeting. However, the authorized person may only represent one absent member at the meeting.

8.5.4. The Supervisory Board may, at its discretion, invite other persons to participate in its meetings.

8.5.5. Meetings of the Supervisory Board shall be presided over by the Chairman of the Supervisory Board. Minutes of the meeting of the Supervisory Board shall be read into record which shall be signed by a Minutes Secretary appointed by the Supervisory Board and the Chairman of the Supervisory Board.

8.5.6. Expenses incurred in connection with meetings and other activities of the Supervisory Board shall be borne by the Company.

8.6. Quorum; Passing of Resolutions.

8.6.1. A quorum of majority of the members of the Supervisory Board present at the meeting either in person or by proxy on the basis of a Power of Attorney in writing shall be required for the Supervisory Board to pass a resolution.

8.6.2. To make a valid resolution with respect to all matters discussed at the meeting of the Supervisory Board, a majority of present members must vote in favor of it. In the case of a tie the Chairman’s vote shall prevail.

8.6.3. When electing or removing the Chairman and Vice-Chairman of the Supervisory Board, the affected person shall not vote.

8.7. Resolutions Per Rollam. The Supervisory Board shall be entitled to take a decision out of the meeting. In such cases voting shall be in writing or by means of telecommunications, if all the members of the Supervisory Board shall agree to the written form or any other form of voting. The Chairman of the Supervisory Board shall ensure all organizational activities connected with taking a decision per rollam.

Article 9
Managing Director

9.1. General Powers. The Managing Director shall, under the direction of the Board of Directors, manage the day to day business of the Company, implement the resolutions of the Board of Directors and shall perform such other activities, rights and duties that may be delegated to him or her by the Board of Directors. The Board of Directors may, from time to time, specify the extent of decisions and activities that the Managing Director is entitled to perform.

9.2. Appointment. The Managing Director shall be appointed by the Board of Directors and may also be recalled or replaced as the Managing Director by the Board of Directors at any time. The Managing Director may be, but shall not be required to be, a member of the Board of Directors of the Company.

Article 10
Financial Matters

10.1. Fiscal Year. The fiscal year of the Company shall be the calendar year.

10.2. Allocation of Profits. The Company shall allocate its net after-tax profits first to the Reserve Fund in accordance with these Statutes, second to other funds (if any) that may be established by the Company and thereafter to the payment of dividends to the shareholders and for any other purposes, in each case as may be recommended by the Management Board and authorized by the General Meeting.

10.3. Reserve Fund. Upon the establishment of the Company, the Reserve Fund shall amount to CZK 100,000. No less than 5% of the net after-tax profits must be allocated annually to the Reserve Fund until it attains an amount equal to no less than 20% of the basic Capital .

10.4. Use of the Reserve Fund. Financial sources administered in the Reserve Fund shall be the Company’s property and may be used to cover losses of the Company and to bridge an unfavorable financial situation of the Company. The Board of Directors shall decide on the use of the Reserve Fund.

10.5. Additional Funds. The General Meeting may create funds in addition to the Reserve Fund.

10.6. Books and Records. The Company shall maintain its books and records with respect to the operations of the Company in accordance with Czech law. The Company shall prepare two sets of quarterly and annual financial statements of the Company, one in accordance with Czech accounting practices, one in accordance with United States accounting practices.

10.7. Covering of the Company’s Losses. Upon the proposal by the Board of Directors, the General Meeting shall decide on the manner of covering the Company’s losses sustained in the previous fiscal year. Any possible losses resulting from the Company’s economy shall be covered above all from (i) retained earnings from previous years, (ii) from the Reserve Fund or other funds created from the Company’s profits, or for the purposes of covering losses the Registered Capital of the Company shall be decreased. The General Meeting may also decide that the sustained loss will remain uncovered in the Company’s balance sheet provided that it is covered from the profits of the Company derived in accounting periods to come.

10.8. Royalties and Remuneration of Members of the Board of Directors and the Supervisory Board. The members of the Board of Directors and the Supervisory Board are entitled to remuneration and royalties. The amount of the remuneration to be paid to the members of the Board of Directors and the Supervisory Board as a compensation for the performance of their functions in such bodies is fixed by contracts between the Company and the members of its bodies. Royalties of the Board of Directors and Supervisory Board members shall be approved by the General Meeting. Royalties shall not be paid to the Board of Directors and Supervisory Board members who are employees of the Company, with whom management contracts were concluded and to whom the limitations pursuant to Article 73 of the Labor Code, as amended, apply.

Article 11
Final Provisions

     11.1. Manner of Amending and Changing the Statutes. Upon the proposal of the Board of Directors, the general Meeting shall decide on changes in the Statutes. An approval of a two-third majority of votes of the shareholders present at the General meeting shall be required to pass such a decision. A Notarial Statement shall be executed on the said decision.

While voting, 1 206 000 votes were present. An approval of a two-third majority of votes of the shareholders present at the General meeting shall be required by law to pass such a resolution. The vote on this resolution was taken by acclamation and 100% of votes of attending shareholders voted therefore. The resolution of the General Meeting was adopted on December 19, 2001 in Prague 1, Platnéřská 4.

Fourthly: At request of the joint stock company Hayes Lemmerz Autokola, a.s., Identification Number 47 67 31 25, with its registered seat at Ostrava-Kunčice, Vratimovská ul., I the undersigned notary public certify that this legal person performed legal acts resulting at the adoption of the aforementioned resolution and fulfilled all the formalities necessary for the adoption thereof. The aforementioned resolution was adopted and I consider its contents to have been in accordance with rules of law and the Company’s statutes.

The notarial statement has been executed thereon, read and approved by the Chairman of the General Meeting. Afterwards, the Chairman signed this notarial statement before me, the notary public.

Jana Bečková, in her own hand           L.S.      Marek Nosek, in his own hand

EX-3.66

Exhibit 3.66

TRANSLATION

ARTICLES OF ASSOCIATION
OF
HAYES LEMMERZ BARCELONA, S.L.

CHAPTER I
NAME, REGISTERED OFFICES, OBJECTS
AND DURATION OF THE COMPANY

ARTICLE 1. The company is a limited liability company named HAYES LEMMERZ BARCELONA, S.L. and is governed by these Articles of Association, by the SRL Companies Law 2/1995 of 23rd March 1995 (hereinafter referred to as “the Law”) and by any other applicable legislation.

ARTICLE 2. The objects of the company are the manufacture and marketing of vehicle components, brakes, wheels and related items.

The activities described may be carried on directly or through holdings in companies with identical or similar objects.

ARTICLE 3. The registered offices of the company are at Les Planes 1-1A, Sant Joan Despí (Barcelona), and the Management has powers to open, move or close branches, agencies and offices.

The registered offices may be moved by the Management to another address in the same town, but a resolution by the General Meeting shall be required in order to move them to another locality.

ARTICLE 4. The duration of the company shall be indefinite, and it shall be considered to subsist until its dissolution is recorded in the Commercial Registry. The company commenced operating on the date of execution of the deed of incorporation.

CHAPTER II
CAPITAL AND PARTICIPATIONS

ARTICLE 5. The capital is 4,806,400 euros, divided into 640,000, accumulable and indivisible participations with a nominal value of 7.51 euros each, numbered from 1 to 640,000, all fully subscribed and paid up.

ARTICLE 6. Possession of one or more participations presupposes acceptance of these Articles of Association and agreement with corporate resolutions, except in the cases provided in the Law.

When a participation belongs to several persons, they shall appoint one of their number to exercise the rights attaching to the participation but they shall all be jointly and severally liable to the company in respect of all obligations deriving from their status as member.

ARTICLE 7. In the event of a beneficial interest in any participations, the legal owner shall have the status of member, but the beneficial owner shall be entitled to receive the dividends payable by the company. All other rights shall be exercised by the legal owner.

In the case of a pledge of participations, the rights attaching thereto shall be exercised by the owner.

ARTICLE 8. The acquisition of participations under any title must be notified to the Management in writing, indicating the name and address of the new member, otherwise the new owner may not exercise the rights attaching to the participations.

ARTICLE 9. The company shall keep a register of members in which the original owners and successive transfers of participations, whether voluntary or compulsory, shall be recorded, as well as the constitution of any rights in rem or other charges thereon. Each entry shall indicate the name and address of the holder of the participation or right or lien on it. Any member may consult this register, which shall be the responsibility of and be kept by the Management. Holders of participations or rights in rem or liens thereon shall be entitled to obtain a certificate of such participations, rights in rem and liens registered in their name.

CHAPTER III
SYSTEM OF GOVERNMENT AND MANAGEMENT OF THE COMPANY

ARTICLE 10. The company shall be governed and managed by:

a) The members in General Meeting, and

b) An organ of Management, which may consist of a Sole Director, several Individual Directors, several Joint Directors, at least two of whom must act jointly, or a Board of Directors.

I. GENERAL MEETINGS

ARTICLE 11. The General Meeting, validly constituted in accordance with these Articles of Association, represents all the members and exercises all the rights of the company, and its resolutions shall be binding on all members, including those absent or in dissent, as from the date on which they were passed, without prejudice to approval of the minutes of the Meeting at which they were passed in the manner laid down by the Law.

The above is without prejudice to the rights of separation and objection to resolutions afforded to the members under the Law.

ARTICLE 12. The General Meeting shall be called by the Management to be held within the first six months of each financial year in order to review the management of the company, to approve the accounts for the previous year and decide on the allocation of results, and to decide any other matters included on the agenda.

General Meetings shall also be called at the discretion of the Management or at the request of a number of members representing at least five per cent of the capital, which request must indicate the matters to be dealt with at the Meeting. In such case, the Meeting shall be called to be held within one month from the date on which the relevant notarial request was served. The agenda shall include all the items indicated in the request.

The members may request in writing prior to the Meeting, or verbally during the Meeting, information on matters included on the agenda. The Management must provide such information, except in those cases in which, in its opinion, publication of the information requested would not be in the company’s interests. This exception shall not apply when the request is made by members representing at least twenty-five per cent (25%) of the capital.

ARTICLE 13. General Meetings shall be held in the locality in which the company has its registered offices, at the place, date and time designated by the Management.

The notice of Meeting must be sent by registered letter to each of the members at their address appearing in the register of members, and by air mail in the case of a member resident abroad, no less than fifteen days prior to the date scheduled for the Meeting, which shall be counted as from the date on which the last notice is sent. The notice shall indicate the date, time and place of the Meeting, the name of the person(s) issuing the notice, the matters to be dealt with, and the right to obtain the documents to be submitted to the General Meeting for approval, as well as, in the case of the annual accounts, the directors’ report and, where applicable, the auditors’ report.

ARTICLE 14. General Meetings may be attended by all members duly recorded in the register of members. Should they not attend in person, they may appoint a proxy, who need not be a member; the proxy must be in writing and specific to each Meeting, although a permanent proxy may be appointed in a public instrument.

ARTICLE 15. The Chairman and the Secretary of General Meetings shall be the Chairman and Secretary of the Board of Directors, or failing them or in the absence of a Board, such persons as may be elected by the members present at the start of the Meeting.

The Chairman of the Meeting shall direct discussions, indicate the order of speakers and settle any queries on the Articles of Association that may arise. The Secretary of the Meeting shall draw up the minutes, which shall be countersigned by the Chairman of the Meeting. Certificates of resolutions passed by the Meeting shall be issued by the person with powers to do so, complying at all times with the requirements of Article 109 of the Mercantile Registry Regulations.

ARTICLE 16. Resolutions shall be passed by majority of votes validly cast, provided these represent at least one third of the capital.

By way of exception, resolutions on an increase or reduction of capital and any other modification of the Articles of Association that requires a special majority shall require the favourable vote of over half the capital.

Also by way of exception, the conversion, merger or demerger of the company, the abolition of the preemptive subscription right on increases of capital, the expulsion of members and the authorization referred to in Article 65.1 of the Law, shall require the favourable vote of at least two- thirds of the capital.

Resolutions shall be minuted and recorded in the relevant book.

Resolutions passed by the General Meeting shall be implemented by any Director designated for this purpose or any person specially empowered to do so.

ARTICLE 17. Notwithstanding the provisions of Article 13 hereof, the General Meeting shall be considered validly constituted in any place, without notice, in order to discuss and resolve any corporate business within its competence, provided that all the members are present, agree unanimously to holding the Meeting and unanimously accept the agenda. The minutes of such Meetings shall be signed by all those present.

II. MANAGEMENT OF THE COMPANY

ARTICLE 18. The management and day-to-day running of the company shall, without prejudice to the powers attributed to the General Meeting, be organized in one of the following forms: a Sole Director, several Individual Directors, several Joint Directors, at least two of whom must act jointly, or a Board of Directors. The General Meeting shall decide which form to use without the Articles of Association having to be amended. All resolutions altering the system of management of the company, whether or not it involves an amendment of the Articles of Association, shall be implemented in a public deed and registered in the Mercantile Registry.

The office of director shall not be remunerated and shall be held for an indefinite period, although directors may resign or be removed at any time.

No person disqualified by law from holding office may be a member of the Management.

ARTICLE 19. The Management shall represent the company in all matters affecting its business, and may perform and sign acts and contracts of all kinds, not only relating to administration but also to the ownership and encumbrance of assets of all kinds, save only for those matters that are the sole responsibility of the General Meeting pursuant to the Law or to these Articles of Association.

ARTICLE 20. When the Management of the company is in the hands of a Board of Directors, the following rules shall apply:

a) The Board shall be composed of a minimum of three and a maximum of twelve persons, who may be shareholders or not.

b) It shall elect a Chairman from among its members, and also a Vice-Chairman if deemed appropriate.

c) The Secretary to the Board need not be a director; if he is not a director he shall be entitled to speak but not to vote at Board meetings.

d) The Board shall meet at the discretion of Chairman or at the request of any director, and shall be called by the Chairman by letter or telefax sent to each one of the directors at least twenty-four hours in advance. indicating the time of the meeting and the principal matters to be discussed. The quorum for meetings shall be the majority of Board members, in person or represented by another director.

e) Minutes shall be drawn up of all meetings and shall be signed by all those present or by the Chairman and Secretary alone, and the Secretary to the Board shall be responsible for issuing and signing certificates of resolutions, which shall be countersigned by the Chairman of the Board.

f) Resolutions shall require the favourable vote of an absolute majority of Board members. The appointment of Managing-Directors shall require the favourable vote of two-thirds of the Board members.

g) Resolutions by the Board of Directors may be contested in accordance with the Law.

h) Resolutions may be passed in writing, without a meeting being held, which this procedure is accepted by all the directors.

CHAPTER IV
FINANCIAL YEAR

ARTICLE 21. The financial year shall begin on 1 February and shall end on 31 January each year. The Management shall draw up the annual accounts, directors’ report and proposal for the allocation of results for each financial year within three months from the end of the year. Following the notice of the General Meeting, any member may obtain from the company, immediately and free of charge, the documents to be submitted to the General Meeting for approval, together with the management report and, where applicable, the auditors’ report, but the provisions of the second paragraph of Article 86 of the Law shall not be applicable.

ARTICLE 22. The profits shall be distributed in the manner agreed by the General Meeting.

CHAPTER V
DISSOLUTION AND LIQUIDATION

ARTICLE 23. The company shall be dissolved by resolution of the General Meeting, passed in accordance with the provisions of the Law, and in the cases of compulsory dissolution provided for in Article 104.1 of the Law.

ARTICLE 24. Once the dissolution of the company has been agreed, the subsequent liquidation procedure shall be carried out in accordance with the provisions of the Law.

CHAPTER VI
PRE-EMPTIVE ACQUISITION RIGHTS

ARTICLE 25. Transfers of participations shall be formalized in a public instrument, and in the case of transfers inter vivos shall be subject to the following formalities and the transfers referred to in Article 29.1 of the Law may not be freely made:

a) Any member proposing to transfer all or part of his participations shall inform the management in writing, indicating the quantity and numbers of the participations, the sale price per participation, terms of payment and any other conditions of any offer to purchase the participations that the vendor may have received from a third party, together with the personal particulars of the latter. He shall also indicate whether he intends to sell the participations en bloc or whether he agrees to their being acquired in part by the remaining members.

b) Within the following eight days, by letters sent in a legally effective manner, the management shall announce the intended sale to the other members, who shall have a period of fifteen days from the date of receipt of the letters in which to inform the management in writing of their intention to purchase, stating the number of participations and the purchase price, should they not accept the price indicated by the vendor.

c) If the demand for participations exceeds the number offered for sale, these shall be allotted in proportion to each member’s existing holding.

d) The acquisition price shall be fixed by mutual agreement between the parties, and failing that it shall be the reasonable value of the participations on the date on which the company was notified of the intention to transfer them. Reasonable value shall be understood as the value determined by an auditor, other than the company’s auditor, appointed for this purpose by the directors of the company. The costs of determining the price shall be paid by the company.

e) Once the sale price has been fixed (by agreement between the two parties or by the auditor), the transfer of the participations must be formally completed within the following fifteen days and the price paid in cash or the deferred portion guaranteed by a credit establishment if deferred payment has been agreed by the parties involved.

f) Should the other members not wish to exercise their pre-emptive rights, the company may acquire the participations within a further period of fifteen days, to be redeemed and the capital reduced accordingly. On expiry of this last period without either the members or the company having exercised their pre-emptive rights, or if the sale en bloc is a condition of the offer and there are not sufficient purchasers for all the participations, the vendor shall be free to transfer all the participations on sale to third parties on the terms notified to the management within a period of one month from the date on which he was notified of the situation by the management. If the sale

en bloc is not a condition of the offer and requests to purchase cover only some of the participations on sale, the vendor may transfer the remaining participations to third parties on the terms notified to the management within a period of one month from the date of formal execution of the part purchase. The vendor may also transfer the participations on the terms notified to the company if three months have elapsed since notification of the intention to sell without the company having named any person(s) interested in acquiring them.

g) Any transfer of participations not made in accordance with the foregoing rules shall be considered null and void and the company shall not recognize the purchaser as a member or register him in the Register of Members.

h) The subscription rights in respect of any increase of capital may be assigned to third parties or to other members, following the procedure described above, though the time limits shall be reduced by half.

Should a member offer subscription rights for sale, the period for exercising such rights shall be suspended until the procedure described in this Article has been completed.

i) In the case of transmissions mortis causa, the surviving members shall be entitled to acquire the participations owned by the deceased member on the terms and conditions laid down in Article 32.2 of the Law.

EX-3.67

Exhibit 3.67

Translation

ARTICLES OF ASSOCIATION
OF
HAYES LEMMERZ HOLDING GMBH

§ 1
NAME AND SEAT

1.1 The name of the company is

Hayes Lemmerz Holding GmbH.

1.2 The company’s registered seat is in Königswinter.

§ 2
OBJECT OF THE ENTERPRISE

2.1 Object of the enterprise is the holding of participations in other companies and the control of the Hayes Lemmerz company group, furthermore the manufacture of and the trade with objects of the metal and plastics industry, in particular automobile and truck wheels, wheel rims and other objects of the automobile industry, as well as carrying out respective repairs and the production and sale of steel, by the company itself or through associated companies.

2.2	The company is allowed to take all actions that are appropriate to directly or indirectly serve the above mentioned purpose.
2.3	The company is allowed to form, lease, acquire, or invest in, identical or similar enterprises and to establish branches at home and abroad.

§ 3
SHARE CAPITAL,
ORIGINAL CAPITAL SHARES

3.1	The share capital of the company amounts to € 55,220,000.00 (in words: Euro fifty five million two hundred twenty thousand).
3.2	Hayes Lemmerz Fabricated Holding B.V., Rotterdam holds one share with a par value of € 55,220,000.00.

§ 4
BUSINESS YEAR

Until 31 December 2004, the business year is identical to the calendar year. In the calendar year 2005, the business year will be changed in that it deviates from the calendar year. The period from 1 January 2005 until 31 January 2005 will be an abbreviated business year. Beginning on 1 February 2005 the business year will start on 1 February and end on 31 January of each year.

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§ 5
MANAGEMENT, REPRESENTATION

5.1 The company has one or more managing directors. The appointment and dismissal of managing directors shall be incumbent upon the shareholders.

5.2 If only one managing director is appointed, he/she shall represent the company alone. If more than one managing directors are appointed, the company shall be represented by either two managing directors or one managing director together with a prokurist.

5.3 If the company has more than one managing director, the shareholders may authorize individual or all managing directors to represent the company alone. The shareholders may exempt the managing director(s) from the restrictions imposed by § 181 of the Civil Code.

5.4 Without prejudice to the managing directors’ right to represent the company vis-à-vis third parties, the managing directors, vis-à-vis the company, are under the obligation to follow instructions resolved by the shareholders in general or for certain individual cases.

§ 6
FINANCIAL STATEMENTS

6.1 The management shall prepare the financial statements including appendix (balance sheet including profit and loss statement) as well as the situation report within the legal time limits and, immediately afterwards, submit them to the shareholders for the purpose of adopting the financial statements.

6.2 The appropriation of the profits shall be resolved on by the shareholders’ meeting which may resolve to distribute the profits, to allocate them to reserves in whole or in part or to use them other than dividends. The shareholders’ meeting may also determine the maturity of the dividends in deviation of statutory law. The shareholders’ meeting has also the right to resolve on the distribution of advance dividends out of the prospective annual surplus.

§ 7
CALLING OF SHAREHOLDER’ MEETINGS

7.1 Within the first eight months the annual ordinary shareholders’ meeting shall be held. In this shareholders’ meeting resolutions on the following matters shall be passed:

a) Adoption of the financial statements for the previous business year,

b) Distribution of net profits,

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c) Approval of the management’s activities.

7.2 The shareholders’ meeting shall be convened by the management. The invitation including the agenda has to be sent by registered mail with a notice period of at least 14 days. The day of dispatch and the day of the meeting shall not be taken into account.

7.3 Meeting place is Königswinter unless the management determines a different meeting place.

7.4 Shareholders whose aggregate shares are equivalent to 1/10^th of the share capital are entitled to request the calling of a shareholders’ meeting by stating the purpose and the reason of such shareholders’ meeting together with their request. Should the management not comply with such request within one month, the shareholders who made the request are entitled to call the shareholders’ meeting themselves. In doing so the shareholders have to meet the form requirements and observe the notice periods as set forth in § 7.2.

§ 8
PASSING OF RESOLUTIONS
IN THE SHAREHOLDERS’ MEETING

8.1 Shareholders’ resolutions are passed in meetings. Outside of meetings resolutions may be passed by way of a voting in written form, by telex, facsimile or telegram, orally or by telephone unless mandatory law requires a different form, provided, however, that every shareholder participates in such voting procedure.

8.2 The shareholders’ meeting has a quorum if at least ³/4 of the share capital is represented. If this is not the case, a new shareholders’ meeting has to be called pursuant to § 7.2. The new shareholders’ meeting shall have a quorum in any event if the invitation informs about this consequence.

8.3 In a shareholders’ meeting each € 50.00 of a share grant one vote.

8.4 Resolutions are passed with simple majority of the votes cast unless mandatory law or these articles of association require a higher majority.

8.5 Immediately after the passing of a resolution a protocol of the resolution has to be prepared and signed by the chairman. A copy of the protocol has to be sent to each shareholder.

8.6 Legal actions with which shareholders’ resolutions are challenged have to be taken not later than two months after receipt of the copy of the protocol.

§ 9
TRANSFER OF SHARES

In order to be effective any transfer of shares or parts of shares shall require the consent of all shareholders.

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§ 10
DURATION OF THE COMPANY

The company shall be concluded for an indefinite period of time.

§ 11
LIQUIDATION

11.1 In case the company is liquidated the liquidation will be carried out by the managing directors.

11.2 The liquidators may enter into new transactions in order to terminate pending transactions.

§ 12
PUBLICATIONS

The publications of the company shall be made in the electronic Federal Gazette.

§ 13
SEVERABILITY CLAUSE

The invalidity of single provisions of these articles of association does not affect the validity of theses articles of association as a whole unless the principle of good faith provides otherwise. In such a case the invalid provision shall be re-interpreted or amended in such a way as to ensure that the intended commercial and legal purpose is achieved. The same applies if the execution of theses articles of association reveals a gap that need to be filled.

  EX-3.68 14 k16245a1exv3w68.htm ARTICLES OF ASSOCIATION OF HAYES LEMMERZ WERKE GMBH

Exhibit 3.68

Translation

ARTICLES OF ASSOCIATION
OF
HAYES LEMMERZ WERKE GMBH

§ 1
NAME, SEAT
DURATION, BUSINESS YEAR

1.1 The name of the company is

Hayes Lemmerz Werke GmbH.

1.2	The company’s registered seat is in Königswinter.
1.3	The duration of the company is indefinite.
1.4	Until 31 December 2004, the business year is identical to the calendar year. In the calendar year 2005, the business year will be changed in that it deviates from the calendar year. The period from 1 January 2005 until 31 January 2005 will be an abbreviated business year. Beginning on 1 February 2005 the business year will start on 1 February and end on 31 January of each year.

§ 2
OBJECT OF THE ENTERPRISE

2.1	Object of the enterprise is the holding of participations in other companies, the manufacture of and the trade with objects of the metal and plastics industry, in particular automobile wheels, wheel rims and other objects of the automobile industry, as well as carrying out respective repairs and the production and sale of steel, by the company itself or through associated companies.
2.2	The company is allowed to take all actions that are appropriate to directly or indirectly serve the above mentioned purpose.
2.3	The company is allowed to form, lease, acquire, or invest in, identical or similar enterprises and to establish branches at home and abroad.

§ 3
SHARE CAPITAL

3.1 The share capital of the company amounts to €30,000.00 (in words: Euro thirty thousand)

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and is divided into two shares with a par value of €25,000.00 and €5,000.00, respectively. Both shares are held by Hayes Lemmerz Holding GmbH, Königswinter, which thus holds 100% of the company’s share capital.

3.2. The share capital has been paid in full.

§ 4
TRANSFER OF SHARES

4.1	In order to be effective any transfer of shares or parts of shares shall require the consent of the shareholders’ meeting with simple majority of the votes cast.
4.2	The consent of the company to any share split required pursuant to § 17 of the Act on Limited Liability Companies shall remain unaffected.

§ 5
RIGHT OF FIRST REFUSAL OF SHARES

5.1

In case one shareholder sells his/her share the other shareholders shall have a right of first refusal.

5.2

The shareholder who wishes to sell his/her shares has to send to all other shareholders by registered mail a complete copy of the purchase agreement together with the request to state his/her intentions as to the exercise of the right of first refusal. The right of first refusal may be exercised by the other shareholders within six months after receipt of the purchase agreement by registered mail. In case the right of first refusal is exercised by more than one shareholder these shareholders shall assume the rights and obligations under the purchase agreement in proportion to their shareholdings in the company.

§ 6
REDEMPTION OF SHARES

6.1 The shareholders’ meeting may resolve on the redemption of shares or parts of shares, if

a)	the affected shareholders consents to it,
b)	insolvency proceedings or judicial composition proceedings pertaining the shareholder’s assets have been initiated or such initiation has been rejected or if the share of the shareholder has been distraint upon and such distraint has not been lifted within two months.

6.2. Instead of redeeming the share the shareholders’ meeting may also resolve that the share(s) may — in whole or in part — be transferred to one or more persons designated by the shareholders’ meeting, in which case the affected shareholder is under the obligation to effect such transfer.

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6.3	The redemption of a share shall be effected by way of a resolution passed by the shareholders’ meeting with simple majority of the votes cast. The affected shareholder has no voting right. From the point of time the redemption of the share has been notified to the shareholder and the shareholder is under the obligation to transfer the share, all of the affected shareholders’ rights pertaining to the share shall be suspended.
6.4	The shareholder whose share has been redeemed shall receive as compensation for the redeemed share in an amount equaling the wealth tax rate which was determined or should have been determined for shares without influence on the management as of 1 January of the year in which the redemption was resolved on by the shareholders’ meeting. To the extent the laws compulsorily require a higher amount such amount shall be paid as compensation.
6.5	If more than 1% of the share capital is redeemed, only the compensation for 1% of the share capital shall become due and payable immediately. The remaining amount shall be deferred and shall become due and payable in annual installments amounting to 1% of the share capital at most, unless mandatory law requires an earlier maturity. The deferred amount shall bear interest at a rate of 2% above the respective discount rate determined by the European Central Bank.

§ 7
MANAGEMENT, REPRESENTATION

7.1

The company has one or more managing directors. If only one managing director is appointed, he/she shall represent the company alone. If more than one managing directors are appointed, the company shall be represented by either two managing directors or one managing director together with a prokurist. If the company has more than one managing director, the shareholders’ meeting may, by way of a resolution, authorize individual or all managing directors to represent the company alone.

7.2

The shareholders’ meeting may, in whole or in part, exempt the managing director(s) — also one single managing director or several managing directors — from the restrictions imposed by § 181 of the Civil Code and/or from the statutory non-competition obligation.

§ 8
CALLING OF SHAREHOLDERS’ MEETINGS

8.1 Within the first eight months of each business year the annual ordinary shareholders’ meeting shall be held. In this shareholders’ meeting resolutions on the following matters shall be passed:

a)	Adoption of the financial statements for the previous business year,
b)	Distribution of profits,
c)	Approval of the management’s activities.

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8.2	The shareholders’ meeting shall be convened by the management. The invitation including the agenda has to be sent by registered mail with a notice period of at least 14 days. The day of dispatch and the day of the meeting shall not be taken into account.
8.3	Meeting place is Königswinter unless the management determines a different meeting place.
8.4	Shareholders whose aggregate shares are equivalent to 1/10th of the share capital are entitled to request the calling of a shareholders’ meeting by stating the purpose and the reason of such shareholders’ meeting together with their request. Should the management not comply with such request within one month, the shareholders who made the request are entitled to call the shareholders’ meeting themselves. In doing so the shareholders have to meet the form requirements and observe the notice periods as set forth in subparagraph 2.

§ 9
PASSING OF RESOLUTIONS
IN THE SHAREHOLDERS’ MEETING

9.1	Shareholders’ resolutions are passed in meetings. Outside of meetings resolutions may be passed by way of a voting in written form, by telex, facsimile or telegram, orally or by telephone or by electronic mail unless mandatory law requires a different form, provided, however, that every shareholder participates in such voting procedure.
9.2	The oldest managing shareholder shall be chairman of the shareholders’ meeting. If there is no managing shareholder or is he/she prevented, the shareholders’ meeting shall be chaired by the oldest shareholder. The shareholders’ meeting may with the majority of the votes cast elect a different chairman.
9.3	In a shareholders’ meeting a shareholder or his/her legal representative, as the case may be, may only be represented by another shareholder or his/her legal representative. Any power of attorney requires written form.
9.4	The shareholders’ meeting has a quorum if at least 3/4 of the share capital is represented. If this is not the case, a new shareholders’ meeting has to be called pursuant to § 9.2. The new shareholders’ meeting shall have a quorum in any event if the invitation informs about this consequence.
9.5	In a shareholders’ meeting each €50.00 of a share grant one vote.
9.6	Resolutions are passed with simple majority of the votes cast unless mandatory law or these articles of association require a higher majority.
9.7	Immediately after the passing of a resolution a protocol of the resolution has to be prepared and signed by the chairman. A copy of the protocol has to be sent to each shareholder.
9.8	Legal actions with which shareholders’ resolutions are challenged have to be taken not later than two months after receipt of the copy of the protocol.

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§ 10
FINANCIAL STATEMENTS,
APPROPRIATION OF PROFITS

10.1

The management shall prepare the financial statements including appendix (balance sheet including profit and loss statement) as well as the situation report within the legal time limits and, immediately afterwards, submit them to the shareholders for the purpose of adopting the financial statements.

10.2

The appropriation of the profits shall be resolved on by the shareholders’ meeting which may resolve to distribute the profits, to allocate them to reserves in whole or in part or to use them other than dividends. The shareholders’ meeting may also determine the maturity of the dividends in deviation of statutory law. In any event, the shareholders shall receive out of the profits and/or profit carried forward and/or reserves the dividend amount necessary to pay from the taxed dividend a potential wealth tax on the shares. The shareholders’ meeting has also the right to pay advance dividends out of the prospective annual surplus.

§ 11
SUPERVISORY BOARD

11.1	The supervisory board consists of three members; two members will be appointed by the shareholders’ meeting and one member will be elected by the employees pursuant to provisions of the Works Constitution Act 1952.
11.2	The term of office of the supervisory board members shall run until the end of the ordinary shareholders’ meeting which resolves on the approval of their activities in the fourth business year after the beginning of the term of office. The business year in which the term of office begins shall not be taken into account.
11.3	The supervisory board members appointed by the shareholders’ meeting may be dismissed prior to the end of their term of office with the majority of the votes cast. Each supervisory board member may at any time resign from the office by way of a written notification to the managing directors.
11.4	The supervisory board shall elect a chairman and a deputy chairman. Statements of the supervisory board are made by the chairman or, in the event he/she is prevented, by his/her deputy.
11.5	The supervisory board shall convene at least twice a calendar year. The meetings shall be convened in writing by the chairman with a notice period of seven days. For the calculation of the notice period the day of dispatch and the day of the meeting shall not be taken into account. In urgent matters or with the approval of all supervisory board members the chairman may shorten the notice period and/or convene the meeting orally, by telephone, telex, facsimile or electronic mail. Of each meeting minutes have to be recorded; the minuets shall have to be signed by the chairman.
11.6	Resolutions of the supervisory board are passed in meetings of the supervisory board or with the approval of all supervisory board members in writing by way a circulation

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procedure. Resolutions of the supervisory board shall require simple majority of the votes cast.

11.7	The supervisory board shall have all duties and rights assigned to it by the law, the articles of association or the shareholders’ meeting. In particular, the supervisory board shall supervise the management; for this purpose it shall have the right to inspect and review the books and documents of the company. To the legally prescribed extent the management shall report to the supervisory board. In addition, the supervisory board may, at any time, request from the management a report on matters concerning the company, on its legal and commercial relations to affiliated companies and on business activities of considerable significance.
11.8	The member of the supervisory board shall receive reimbursement of their cash expenses. In addition, the shareholders’ meeting may determine the remuneration. To the extent the supervisory board members have to pay VAT, such VAT will additionally be paid by the company.
11.9	The supervisory board may adopt rules of procedure.

§ 12
PUBLICATIONS

Publications of the company shall be made in the Federal Gazette or in any other official gazette replacing it.

§ 13
SEVERABILITY CLAUSE

Should provisions of these articles be invalid or should it turn out that these articles contain a gap that need to be filled, the validity of the other provisions shall remain unaffected. In lieu of the invalid provision or for the purpose of filling the gap an appropriate provision has to be agreed upon which comes as close as possible to what the parties would have wanted had they considered this matter. If the invalidity of a provision is owed to the determination of an obligation to be performed or of time, such determination shall be replaced by what is legally permissible.

EX-3.68

exv3w68

EX-3.69

Exhibit 3.69

Translation

ARTICLES OF ASSOCIATION
OF
HAYES LEMMERZ KÖNIGSWINTER GMBH

§ 1
NAME, SEAT
DURATION AND BUSINESS YEAR

1.1 The name of the company is

Hayes Lemmerz Königswinter GmbH.

1.2	The company’s registered seat is in Königswinter.
1.3	The duration of the company is indefinite.
1.4	Until 31 December 2004, the business year is identical to the calendar year. In the calendar year 2005, the business year will be changed in that it deviates from the calendar year. The period from 1 January 2005 until 31 January 2005 will be an abbreviated business year. Beginning on 1 February 2005 the business year will start on 1 February and end on 31 January of each year.

§ 2
OBJECT OF THE ENTERPRISE

2.1	Object of the enterprise is the holding of participations in other companies, the manufacture of and the trade with objects of the metal and plastics industry, in particular automobile wheels, wheel rims and other objects of the automobile industry, as well as carrying out respective repairs and the production and sale of steel, by the company itself or through associated companies.
2.2	The company is allowed to take all actions that are appropriate to directly or indirectly serve the above mentioned purpose.
2.3	The company is allowed to form, lease, acquire, or invest in, identical or similar enterprises and to establish branches at home and abroad.

§ 3
SHARE CAPITAL, INITIAL CAPITAL SHARES

3.1 The share capital of the company amounts to €33,420,000.00 (in words: Euro thirty three million four hundred twenty thousand).

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3.2 Hayes Lemmerz Holding GmbH, Königswinter, holds one share with a par value of €33,420,000.00.

§ 4
TRANSFER OF SHARES

4.1	In order to be effective any transfer of shares or parts of shares shall require the consent of the shareholders’ meeting with simple majority of the votes cast. This also applies to single claims to dividends and liquidations proceeds arising from the shareholding.
4.2	The consent of the company to any share split required pursuant to § 17 of the Act on Limited Liability Companies shall remain unaffected.

§ 5
RIGHT OF FIRST REFUSAL OF SHARES

5.1

In case one shareholder sells his/her share the other shareholders shall have a right of first refusal.

5.2

The shareholder who wishes to sell his/her shares has to send to all other shareholders by registered mail a complete copy of the purchase agreement together with the request to state his/her intentions as to the exercise of the right of first refusal. The right of first refusal may be exercised by the other shareholders within six months after receipt of the purchase agreement by registered mail. In case the right of first refusal is exercised by more than one shareholder these shareholders shall assume the rights and obligations under the purchase agreement in proportion to their shareholdings in the company.

§ 6
REDEMPTION OF SHARES

6.1 The shareholders’ meeting may resolve on the redemption of shares or parts of shares, if

a)	the affected shareholders consents to it,
b)	insolvency proceedings or judicial composition proceedings pertaining the shareholder’s assets have been initiated or such initiation has been rejected or if the share of the shareholder has been distraint upon and such distraint has not been lifted within two months.

6.2. Instead of redeeming the share the shareholders’ meeting may also resolve that the share(s) may — in whole or in part — be transferred to one or more persons designated by the shareholders’ meeting, in which case the affected shareholder is under the obligation to effect such transfer.

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6.3	The redemption of a share shall be effected by way of a resolution passed by the shareholders’ meeting with simple majority of the votes cast. The affected shareholder has no voting right. From the point of time the redemption of the share has been notified to the shareholder and the shareholder is under the obligation to transfer the share, all of the affected shareholders’ rights pertaining to the share shall be suspended.
6.4	The shareholder whose share has been redeemed shall receive as compensation for the redeemed share in an amount equaling the wealth tax rate which was determined or should have been determined for shares without influence on the management as of 1 January of the year in which the redemption was resolved on by the shareholders’ meeting. To the extent the laws compulsorily require a higher amount such amount shall be paid as compensation.
6.5	If more than 1% of the share capital is redeemed, only the compensation for 1% of the share capital shall become due and payable immediately. The remaining amount shall be deferred and shall become due and payable in annual installments amounting to 1% of the share capital at most, unless mandatory law requires an earlier maturity. The deferred amount shall bear interest at a rate of 2% above the respective discount rate determined by the European Central Bank.

§ 7
MANAGEMENT, REPRESENTATION

7.1

The company has one or more managing directors. If only one managing director is appointed, he/she shall represent the company alone. If more than one managing directors are appointed, the company shall be represented by either two managing directors or one managing director together with a prokurist. If the company has more than one managing director, the shareholders’ meeting may, by way of a resolution, authorize individual or all managing directors to represent the company alone.

7.2

The shareholders’ meeting may, in whole or in part, exempt the managing director(s) — also one single managing director or several managing directors — from the restrictions imposed by § 181 of the Civil Code and/or from the statutory non-competition obligation.

§ 8
CALLING OF SHAREHOLDER’ MEETINGS

8.1 Within the first eight months of each business year the annual ordinary shareholders’ meeting shall be held. In this shareholders’ meeting resolutions on the following matters shall be passed:

a)	Adoption of the financial statements for the previous business year,
b)	Distribution of profits,
c)	Approval of the management’s activities.

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8.2	The shareholders’ meeting shall be convened by the management. The invitation including the agenda has to be sent by registered mail with a notice period of at least 14 days. The day of dispatch and the day of the meeting shall not be taken into account.
8.3	Meeting place is Königswinter unless the management determines a different meeting place.
8.4	Shareholders whose aggregate shares are equivalent to 1/10th of the share capital are entitled to request the calling of a shareholders’ meeting by stating the purpose and the reason of such shareholders’ meeting together with their request. Should the management not comply with such request within one month, the shareholders who made the request are entitled to call the shareholders’ meeting themselves. In doing so the shareholders have to meet the form requirements and observe the notice periods as set forth in subparagraph 2.

§ 9
PASSING OF RESOLUTIONS
IN THE SHAREHOLDERS’ MEETING

9.1	Shareholders’ resolutions are passed in meetings.
9.2	Outside of meetings resolutions may be passed by way of a voting in written form, by telex, facsimile or telegram, orally or by telephone or by electronic mail unless mandatory law requires a different form, provided, however, that every shareholder participates in such voting procedure.
9.3	The oldest managing shareholder shall be chairman of the shareholders’ meeting. If there is no managing shareholder or is he/she prevented, the shareholders’ meeting shall be chaired by the oldest shareholder. The shareholders’ meeting may with the majority of the votes cast elect a different chairman.
9.4	In a shareholders’ meeting a shareholder or his/her legal representative, as the case may be, may only be represented by another shareholder or his/her legal representative. Any power of attorney requires written form.
9.5	The shareholders’ meeting has a quorum if at least 3/4 of the share capital is represented. If this is not the case, a new shareholders’ meeting has to be called pursuant to § 8.2. The new shareholders’ meeting shall have a quorum in any event if the invitation informs about this consequence.
9.6	In a shareholders’ meeting each DM 1,000.00 of a share grant one vote.
9.7	Resolutions are passed with simple majority of the votes cast unless mandatory law or these articles of association require a higher majority.
9.8	Immediately after the passing of a resolution a protocol of the resolution has to be prepared and signed by the chairman. A copy of the protocol has to be sent to each shareholder.

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9.9 Legal actions with which shareholders’ resolutions are challenged have to be taken not later than two months after receipt of the copy of the protocol.

§ 10
FINANCIAL STATEMENTS,
APPROPRIATION OF PROFITS

10.1

The management shall prepare the financial statements including appendix (balance sheet including profit and loss statement) as well as the situation report within the legal time limits and, immediately afterwards, submit them to the shareholders for the purpose of adopting the financial statements.

10.2

The appropriation of the profits shall be resolved on by the shareholders’ meeting which may resolve to distribute the profits, to allocate them to reserves in whole or in part or to use them other than dividends. The shareholders’ meeting may also determine the maturity of the dividends in deviation of statutory law. In any event, the shareholders shall receive out of the profits and/or profit carried forward and/or reserves the dividend amount necessary to pay from the taxed dividend a potential wealth tax on the shares. The shareholders’ meeting has also the right to pay advance dividends out of the prospective annual surplus.

§ 11
PUBLICATIONS

Publications of the company shall be made in the Federal Gazette or in any other official gazette replacing it.

§ 12
SEVERABILITY CLAUSE

Should provisions of these articles be invalid or should it turn out that these articles contain a gap that need to be filled, the validity of the other provisions shall remain unaffected. In lieu of the invalid provision or for the purpose of filling the gap an appropriate provision has to be agreed upon which comes as close as possible to what the parties would have wanted had they considered this matter. If the invalidity of a provision is owed to the determination of an obligation to be performed or of time, such determination shall be replaced by what is legally permissible.

EX-3.70

EXHIBIT 3.70

GESELLSCHAFTSVERTRAG /

PARTNERSHIP AGREEMENT

DER / OF

HAYES LEMMERZ

IMMOBILIEN GMBH & CO. KG

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Die Hayes Lemmerz Königswinter GmbH (Komplemetärin) und die HLI Netherlands Holdings, Inc. (Kommanditistin) sind die beiden einzigen Gesellschafter der Hayes Lemmerz Immobilien GmbH & Co. KG mit Sitz in Königswinter.

Hayes Lemmerz Königswinter GmbH (general partner) and HLI Netherlands Holdings, Inc. (limited partner) are the sole partners of Hayes Lemmerz Immobilien GmbH & Co. KG, Königswinter.

In dieser Eigenschaft beschließen sie, den Gesellschaftsvertrag der Hayes Lemmerz Immobilien GmbH & Co. KG vom 13. August 2003 in seiner letzten Fassung vom 15. Dezember 2003 die folgende neue Fassung zu geben:

In this capacity they resolve that the partnership agreement of Hayes Lemmerz Immobilien GmbH & Co. KG dated 13 August 2003 as most recently amended on 15 December 2003 be amended as follows:

§ 1
FIRMA, SITZ,
GESCHÄFTSJAHR

§ 1
NAME, SEAT,
FISCAL YEAR

1.1 Die Firma der Gesellschaft lautet:

Hayes Lemmerz Immobilien
GmbH & Co. Kommanditgesellschaft

1.1 The name of the partnership is:

Hayes Lemmerz Immobilien GmbH
& Kommanditgesellschaft

1.2 Der Sitz der Gesellschaft ist Königswinter.

1.2 The partnership’s registered office is in Königswinter.

1.3 Das Geschäftsjahr ist bis zum 31. Dezember 2004 das Kalenderjahr.

1.3 Until 31 December 2004 the fiscal year shall be the calendar year.

1.4 Eine Umstellung auf ein vom Kalenderjahr abweichendes Geschäftsjahr erfolgt im Kalenderjahr 2005.

1.4 A change to a fiscal year that is not identical with the calendar year shall take place in 2005.

1.5 Vom 1. Januar 2005 bis zum 31. Januar 2005 läuft ein Rumpfgeschäftsjahr. Beginnend mit dem 1. Februar 2005 beginnt das Geschäftsjahr jeweils am 1 Februar und endet am 31. Januar eines jeden Jahres.

1.5 From 1 January through 31 January 2005 there will be a short fiscal year (Rumpfgeschäftsjahr). Starting with 1 February 2005 the fiscal year shall be from 1 February through 31 January of each year.

§ 2
GEGENSTAND DES UNTERNEHMENS

§ 2
OBJECT OF THE ENTERPRISE

2.1 Gegenstand des Unternehmens ist die Verwaltung eigenen Vermögens, insbesondere die Vermietung und Verwaltung von eigenen Grundstükken und Gebäuden, sowie alle damit zusammenhängenden Geschäfte.

2.1 The object of the enterprise is the management of its own assets, especially renting out and administration of its own real property and buildings, including all related business operations.

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2.2 Die Gesellschaft ist berechtigt, gleiche oder ähnliche Unternehmen zu erwerben, sich an solchen zu beteiligen oder deren Vertretung zu übernehmen und Zweigniederlassungen im In- und Ausland zu begründen.

2.2 The partnership is authorized to acquire identical and similar enterprises, or invest in such enterprises, or take over their representation, and establish branches at home and abroad.

§ 3
GESELLSCHAFTER,
GESELLSCHAFTSKAPITAL

§ 3
PARTNERS,
PARTNERSHIP CAPITAL

3.1 Alleinige persönlich haftende Gesellschafterin der Kommanditgesellschaft ist die Hayes Lemmerz Königswinter GmbH mit dem Sitz in Königswinter mit einer Einlage von € 94.900,00.

3.1 The sole general partner of the limited partnership is Hayes Lemmerz Königswinter GmbH with registered office in Königswinter with an investment of € 94,900.00.

3.2 Einzige Kommanditistin der Gesellschaft ist die HLI Netherlands Holdings Inc., USA, mit einer Kommanditeinlage von € 5.100,00. Die im Handelsregister eingetragene Haftsumme der Kommanditistin beträgt €5.100,00.

3.2 The sole limited partner of the limited partnership is HLI Netherlands Holdings Inc., USA, with a partnership investment of € 5,100.00. The limited partner’s maximum liability registered with the commercial register amounts to € 5,100.00.

3.3 Nach den Kapitaleinlagen (Festkapital) der Gesellschafter richten sich, sofern in diesem Vertrag nichts anderes bestimmt ist, die Rechte der Gesellschafter, insbesondere die Beteiligung am Unternehmen, die Gewinnbeteiligung und das Stimmrecht.

3.3 Unless specified otherwise in this contract, the partners’ capital investments (fixed capital) form the basis for determining the partners’ rights, especially involvement in the enterprise, profit sharing and voting power.

§ 4
KONTEN DER GESELLSCHAFTER

§ 4
PARTNERS’ ACCOUNTS

4.1 Die Gesellschaftereinlagen werden auf für jeden Gesellschafter eingerichteten besonderen Konten (Kapitalkonto I) gebucht. Die Höhe der Kapitalkonten entspricht höchstens den Pflichteinlagen. Die Kapitalkonten I werden nicht verzinst.

4.1 The partners’ deposits will be booked to special accounts (Capital Account I) to be established for each partner. The value of the capital accounts will not exceed the mandatory deposits. No interest will be paid on Capital Accounts I.

4.2 Etwaige Verluste der Gesellschafter werden auf Verlustvortragskonten, die im Bedarfsfall für jeden Gesellschafter eingerichtet werden, verbucht. Die Verlustvortragskonten werden nicht verzinst.

4.2 Any losses incurred by the partners will be booked to Loss Carry-Forward Accounts to be established as required for each partner. No interest will be paid on Loss Carry-Forward Accounts.

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4.3 Neben dem Festkapitalkonto ist für jeden Gesellschafter ein Darlehenskonto zu führen. Hierauf sind die ihm zufallenden Zinsen and Gewinnanteile mit Wert Ende des jeweiligen Geschäftsjahres gutzuschreiben, soweit diese nicht zum Ausgleich von Verlustvortragskonten verwendet werden.

4.3 In addition to the fixed Capital Account, a Loan Account is to be maintained for each partner. This account is to be credited with all interest and profit shares accruing for the partner at the end of each fiscal year, insofar as these amounts are not used to balance the Loss Carry-Forward Accounts.

4.4 Die Guthaben der Gesellschafter auf Darlehenskonten werden mit 2% über dem jeweiligen gesetzlichen Basiszinssatz verzinst, solange die Gesellschafterversammlung nicht einen anderen Zinssatz beschlieβt. Die Gesellschafterversammlung kann ferner auf die Verzinsung des Darlehenskontos verzichten, beispielsweise, wenn das handelsrechtliche Ergebnis nicht zur Deckung der Zinsen ausreicht.

4.4 The partners’ credit balance on their respective Loan Accounts will bear interest at an interest rate of 2% above the statutory base rate, unless a different rate is agreed by the partners’ meeting. Furthermore, the partners’ meeting can dispense with interest payments for loan accounts if the result according to commercial law fails to cover the interest, for example.

4.5 Über ihr Guthaben können die Gesellschafter jederzeit frei verfügen.

4.5 The partners have unrestricted access to their credit balance at all times.

4.6 Es wird ein zusätzliches Kapitalkonto (Kapitalkonto II) für jeden Gesellschafter geführt. Auf den variablen Kapitalkonten werden die sonstigen Einlagen und Entnahmen gebucht. Die variablen Kapitalkonten werden im Soll und Haben mit 2% über dem jeweiligen gesetzlichen Basiszinssatz verzinst, solange die Gesellschafterversammlung nicht einen anderen Zinssatz beschließt. § 4.4 Satz 2 gilt entsprechend.

4.6 An additional capital account (Capital Account II) will be maintained for each partner. Miscellaneous deposits and withdrawals will be booked on these variable accounts. The variable capital accounts will be subject to a debit and credit interest rate of 2% above the statutory base rate, unless a different rate is agreed by the partners’ meeting. § 4.4 clause 2 applies mutatis mutandis.

4.7 Die Zinsen gelten im Verhältnis der Gesellschafter zueinander unbeschadet der steuerlichen Behandlung als Aufwand und Ertrag.

4.7 The interest payments constitute expenses and earnings as far as the relationship between the partners is concerned irrespective of how they are considered by the tax authorities.

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§ 5
GESCHÄFTSFÜHRUNG UND
VERTRETUNG

§ 5
MANAGEMENT AND
REPRESENTATION

Zur Geschäftsführung und Vertretung der Gesellschaft ist jeder persönlich haftende Gesellschafter einzeln berechtigt und verpflichtet. Die Gesellschafterversammlung kann persönlich haftende Gesellschafter von den Beschränkungen des § 181 BGB befreien. Die Hayes Lemmerz Königswinter GmbH ist als persönlich haftende Gesellschafterin von den Beschränkungen des § 181 BGB befreit.

Every general partner is entitled and obliged to manage and represent the partnership alone. The partners’ meeting can exempt a general partner from the restrictions imposed by § 181 of the Civil Code. Hayes Lemmerz Königswinter GmbH as general partner is exempt from the restrictions imposed by § 181 of the Civil Code.

§ 6
GESELLSCHAFTERVERSAMMLUNG

§ 6
PARTNERS’ MEETING

6.1 Die von den Gesellschaftern zu treffenden Entscheidungen erfolgen durch Beschlussfassung der Gesellschafterversammlung. Mit Zustimmung aller Gesellschafter können Beschlüsse auch ohne Beachtung von § 7.1 und darüber hinaus auch schriftlich, per Telefax oder
e-mail gefasst werden.

6.1 The decisions to be made by the partners will be passed as resolutions by the partners’ meeting. With the approval of all partners resolutions can also be passed without observing § 7.1 and additionally in writing, via fax or via e-mail.

6.2 Die ordentliche Gesellschafterversammlung findet in den ersten acht Monaten nach Ablauf eines jeden Geschäftsjahres statt. Der Bestimmung der ordentlichen Gesellschafterversammlung unterliegen:

6.2 The ordinary partners’ meeting will take place within the first eight months following the end of each fiscal year. The following matters shall be passed in the ordinary partners’ meetings:

6.2.1. die Feststellung des Jahresabschlusses,

6.2.1 adoption of the annual financial statement,

6.2.2. die Verwendung des Bilanzgewinns,

6.2.2 appropriation of the net profit,

6.2.3. die Entlastung des persönlich haftenden Gesellschafters,

6.2.3 relief for the general partner,

6.2.4. alle sonstigen Angelegenheiten, bei denen dieser Vertrag oder das Gesetz die Zustimmung und/oder Entscheidung der Gesellschafter vorsieht,

6.2.4 all other affairs requiring the approval and/or decision by the partners under this partnership agreement or under the law,

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6.2.5. die Wahl des Abschlussprüfers.

6.2.5 election of auditors for annual financial statements.

6.3 Eine außerordentliche Gesellschafterversammlung findet statt, wenn sie im Interesse der Gesellschaft erforderlich ist oder wenn Gesellschafter, die zusammen mindestens 10% des Gesellschaftskapitals halten, ihre Einberufung verlangen.

6.3 Extraordinary partners’ meetings will take place if considered necessary in the partnership’s interest or if called for by partners together holding a partnership interest of at least 10% of the partnership capital.

§ 7
EINBERUFUNG
DER GESELLSCHAFTERVERSAMMLUNG
UND BESCHLUSSFASSUNG

§ 7
CONVENTION OF THE PARTNERS’
MEETING AND PASSING OF
RESOLUTIONS

7.1 Die Gesellschafterversammlung wird von den Geschäftsführern der Komplementär-GmbH einberufen. Die Einladung hat unter Mitteilung der Tagesordnung und des Tagungsortes durch eingeschriebenen Brief an die letzte vom Gesellschafter benannten Anschrift der Gesellschafter zu erfolgen. Zwischen der Aufgabe dieses Briefes zur Post und dem Versammlungstermin muss eine Frist von mindestens zwei Wochen liegen. Den Vorsitz in der Gesellschafterversammlung führt der älteste anwesende Geschäftsführer der Komplementär-GmbH.

7.1 The partners’ meeting will be convened by the managing directors of the general partner. The invitation shall contain information on the agenda and the place of the meeting and shall be sent via registered mail to the addresses specified most recently by each partner. A period of at least two weeks must elapse between posting of the invitation and the date of the meeting. The most senior managing director of the general partner present at the partners’ meeting will preside over it.

7.2 Jeder Gesellschafter kann sich aufgrund schriftlicher Vollmacht durch einen anderen Gesellschafter oder durch einen zur Berufsverschwiegenheit verpflichteten Dritten vertreten lassen. Die Zurückweisung eines Bevollmächtigten kann nur aus wichtigem Grunde erfolgen.

7.2 Through written power of attorney, every partner can be represented by another partner or third party sworn to professional confidentiality. An attorney-in-fact may be rejected only for important reasons.

7.3 Gesellschafterbeschlüsse werden mit einfacher Mehrheit der in der Gesellschafterversammlung abgegebenen Stimmen gefasst, soweit nicht das Gesetz zwingend oder dieser Vertrag ausdrücklich etwas anderes bestimmen. Anderungen des Gesellschaftsvertrages bedürfen der Zustimmung aller Gesellschafter.

7.3 Resolutions by partners will be passed with a simple majority of the votes cast by the partners’ meeting, unless provided otherwise by mandatory law or this partnership agreement. Amendments to the partnership agreement shall require the approval of all partners.

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7.4 Die Gesellschafterversammlung ist beschlussfähig, wenn mehr als die Hälfte des Kommanditkapitals vertreten ist. Ist die Gesellschafterversammlung hiernach nicht beschlussfähig, so ist eine neue Gesellschafterversammlung mit derselben Tagesordnung unter Einhaltung einer Frist von 14 Kalendertagen einzuberufen. Diese ist in jedem Falle beschlussfähig, wenn auf diese Rechtsfolge in der Einladung ausdrücklich hingewiesen worden ist.

7.4 The partners’ meeting counts as a quorum if more than half of the limited partnership’s capital is represented. If the partners’ meeting fails to meet this requirement, a new meeting with the same agenda is to be convened within a period of 14 calendar days. This meeting will in any case count as a quorum if this legal consequence is explicitly indicated in the invitation.

7.5 Die Gesellschafter haben je volle € 100,00 ihrer Gesellschaftsbeteiligung eine Stimme.

7.5 Each partner shall have one vote for each full amount of € 100.00 of his/her partnership interest.

7.6 Über jede Gesellschafterversammlung ist eine Niederschrift zu fertigen und von dem Vorsitzenden der Gesellschafterversammlung zu unterzeichnen. Die Niederschrift ist den Gesellschaftern binnen eines Monats abschriftlich mitzuteilen.

7.6 Minutes of each partners’ meeting will be prepared and signed by the meeting’s chairperson. Written copies of the minutes are to be submitted to each partner within one month.

7.7 Einwendungen gegen die Richtigkeit der Niederschriften müssen innerhalb eines Monats nach Absendung der Niederschriften bei dem Vorsitzenden der Gesellschafterversammlung schriftlich erhoben werden. Sofern sie der Vorsitzende der Gesellschafterversammlung als berechtigt anerkennt, ist die Niederschrift entsprechend zu berichtigen.

7.7 Objections to the correctness of the minutes shall have to be submitted in writing to the partners’ meeting’s chairperson within one month after the minutes have been sent to the partners. If and to the extent the partners’ meeting’s chairperson regards objections as valid the minutes shall be amended correspondingly.

§ 8
RECHNUNGSLEGUNG

§ 8
ACCOUNTING REPORT

8.1 Die Komplementär-GmbH hat innerhalb von sechs Monaten nach Ablauf des Geschäftsjahres die Bilanz nebst Gewinn- und Verlustrechnung nach den Grundsätzen ordnungsmäßiger Buchführung und den für die Gesellschaft geltenden handels- und steuerrechtlichen Bestimmungen aufzustellen.

8.1 Within six months following the end of each fiscal year, the general partner will prepare a balance sheet — including a profit and loss account — in accordance with the principles of proper bookkeeping and commercial and tax regulations applicable to the partnership.

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8.2 Der Jahresabschluss nebst — soweit erforderlich — zugehörigem Prüfungsbericht ist alsbald nach Eingang bei der Komplementär-GmbH den Kommanditisten zuzuleiten. Die Komplementär-GmbH hat sodann die Gesellschafterversammlung alsbald zur Beschlussfassung über die Feststellung des Jahresabschlusses, über die Verwendung des Bilanzgewinns sowie über die Entlastung der Komplementär-GmbH einzuberufen.

8.2 The annual financial statement and — if necessary — associated audit report will be forwarded by the general partner to the limited partners immediately after this information becomes available. The general partner will then directly convene a partners’ meeting for the purpose of passing resolutions to adopt the annual financial statement, appropriation of the net profit and relief for the general partner.

§ 9
GEWINNVERWENDUNG

§ 9
APPROPRIATION OF PROFITS

9.1 Ohne Rücksicht darauf, ob die Gesellschaft Gewinne oder Verluste erzielt hat, erhält die Komplementär-GmbH

9.1 Without consideration of any profits or losses made by the partnership, the general partner shall receive

9.1.1. eine Vergütung für die Übernahme der persönlichen Haftung in Höhe von € 10.000 p.a.,

9.1.1 a remuneration of € 10.000 p.a. for assuming personal liability,

9.1.2. Ersatz aller ihr durch die (Geschäftsführung erwachsenden Aufwendungen einschließlich der etwaigen Umsatzsteuer. Die steuerlich nicht abzugsfähigen persönlichen Steuern der Komplementär-GmbH, wie z.B. die Körperschaftsteuer, werden nicht erstattet.

9.1.2 compensation for all expenses — including any value added tax — incurred for management tasks performed by the general partner. Personal, nondeductible taxes — e.g. corporate tax — payable by the general partner will not be reimbursed.

9.2 An dem danach verbleibenden Reingewinn der Gesellschaft sind die Gesellschafter im Verhältnis ihrer Beteiligungen am Festkapital beteiligt. Diese Gewinnanteile sind ihnen nach Feststellung des Jahresabschlusses auf ihren Darlehenskonten (§4.3) gutzuschreiben.

9.2 The partnership’s remaining net profit will be distributed among the partners in proportion to their respective partnership interest in the fixed capital. These dividends are to be credited to the respective Loan Accounts (§ 4.3) after the annual financial statement has been adopted.

9

9.3 Ein Verlust der Gesellschaft wird von den Gesellschaftern im Verhältnis- ihrer Beteiligungen am Festkapital getragen, jedoch unter Aufrechterhaltung der beschränkten Haftung der Kommanditisten und ohne die Verpflichtung, die persönlich haftende Gesellschaftern von ihrer Haftung freizustellen. Die auf sie entfallenden Verlustanteile werden auf den für jeden Gesellschafter einzurichtenden Verlustvortragskonten gebucht. Die Gewinne des folgenden Jahres sind zunächst voll zur Tilgung der Verlustvortragskonten zu verwenden.

9.3 Losses incurred by the partnership will be borne by the partners in proportion to their respective partnership interest in the fixed capital. The limited partners’ limited liability shall remain unaffected. The limited partners shall not be obliged to indemnify the general partner in any way. The shares of the loss attributable to each partner will be booked to the respective Loss Carry-Forward Accounts to be established for this purpose. Any profits made in the subsequent year will first be used to settle the Loss Carry-Forward Accounts.

§ 10
ENTNAHMEN

§ 10
WITHDRAWALS

10.1 Die Komplementär-GmbH ist berechtigt, die zur Deckung ihrer Kosten benötigten Mittel nach Bedarf und vierteljährlich je 1/4 der Vergütung für die Haftungsübernahme vorab zu entnehmen.

10.1 To cover its own costs the general partner is entitled to advance withdrawals of up to 1/4 of the remuneration it receives for assuming personal liability per quarter.

10.2 Die Gesellschafter sind berechtigt, die auf ihre Gesellschaftsbeteiligung entfallenden persönlichen Steuern und Abgaben bei ihrer jeweiligen Falligkeit zu entnehmen. Dies gilt unabhängig davon, ob bei der Gesellschaft ein Gewinn oder Verlust entsteht und unabhängig davon, ob das Darlehenskonto ein Guthaben oder eine Schuld aufweist.

10.2 The partners are entitled to withdraw amounts to cover personal taxes and duties imposed in connection with their respective partnership interest, as these payments become due. This applies irrespective of any profits or losses made by the partnership, and any credits or debits on the Loan Accounts.

10.3 Zu weiteren Entnahmen auf den im laufenden Geschäftsjahr voraussichtlich entstehenden Anteil am Reingewinn sind die Gesellschafter nur nach entsprechender Beschlussfassung der Gesellschaftersversammlung befugt.

10.3 Any further withdrawals by partners in anticipation of their respective share in the net profit projected for the current fiscal year shall require the prior approval of the partners meeting.

10

§ 11
DAUER DER GESELLSCHAFT
KÜNDIGUNG

§ 11
DURATION OF THE COMPANY,
TERMINATION

11.1 Die Dauer der Gesellschaft ist unbestimmt Sie kann von jedem Gesellschafter mit einer Frist von 12 Monaten zum Ende des Geschäftsjahres gekündigt werden.

11.1 The partnership will exist for an indefinite period of time. It can be terminated by any partner with a notice of 12 months to the end of a fiscal year.

11.2 Die Kündigung hat durch eingeschriebenen Brief mit Rückschein an die Gesellschaft zu erfolgen. Die Geschäftsführung der Gesellschaft hat alle Gesellschafter hiervon unverzüglich zu unterrichten, und zwar wiederum durch eingeschriebenen Brief mit Rückschein an die letzte vom Gesellschafter angegebene Anschrift.

11.2 Termination notices are to be sent to the partnership via registered mail including return receipt. Upon receipt of a termination notice the partnership’s management will immediately inform all partners thereof, also via registered mail including return receipt sent to the address specified most recently by each partner.

11.3 Durch die Kündigung der Komplementär-GmbH wird die Gesellschaft mit Ablauf der Kündigungsfrist aufgelöst, es sei denn, die Kommanditisten beschließen bei gleichzeitiger Übernahme der persönlichen Haftung durch einen oder mehrere von ihnen oder durch einen oder mehrere neu aufgenommene Gesellschafter die Fortsetzung der Gesellschaft.

11.3 A termination notice submitted by the general partner shall result in the dissolution of the partnership effective as of the date of the end of the notice period, unless the limited partners decide to continue the partnership, which shall require that one or more existing limited partners or one or more or new partner assume personal liability.

11.4 Durch die Kündigung eines Kommanditisten wird die Gesellschaft nicht aufgelöst, sondern unter den übrigen Gesellschaftern fortgesetzt. Der kündigende Kommanditist scheidet mit Ablauf der Kündigungsfrist gegen Zahlung des für diesen Fall im Gesellschaftsvertrag bestimmten Entgelts aus der Gesellschaft aus. Entsprechendes gilt für die Kündigung des Gläubigers eines Gesellschafters.

11.4 A termination notice submitted by a limited partner shall not result in the dissolution of the partnership. The partnership shall rather be continued among the remaining partners. The terminating limited partner will leave the partnership effective as of the date of the end of the notice period against payment by the partnership of the amount specified for such cases in this partnership agreement. The foregoing shall apply mutatis mutandis to any termination notice submitted by a partner’s creditor.

11

§ 12
VERFÜGUNG ÜBER
GESELLSCHAFTSANTEILE

§ 12
TRANSFER OF PARTNERSHIP
INTERESTS

12.1 Die Verfügung über einen Teil eines Gesellschaftsanteiles ist zulässig.

12.1 Each partner may transfer or otherwise dispose of a part of this partnership interest.

12.2 Ein Gesellschafter darf über seinen Gesellschaftsanteil oder einen Teil seines Gesellschaftsanteils nur mit Zustimmung der übrigen Gesellschafter verfügen.

12.2 Each transfer or otherwise disposal of a partnership interest or any part thereof shall require the prior approval of the other partners.

§ 13
AUSSCHEIDEN DURCH
AUSSCHLUSS

§ 13
WITHDRAWAL THROUGH
EXCLUSION

13.1 Ein Gesellschafter kann durch Gesellschafterbeschluss aus der Gesellschaft ausgeschlossen werden, wenn

13.1 A partner can be excluded from the partnership by way of a resolution by the partners’ meeting if

13.1.1. er Anlass gegeben hat, die Auflösung der Gesellschaft zu verlangen, oder eine Auflösungsklage erhoben hat

13.1.1 the partner has given a reason for requesting dissolution of the partnership or filed a dissolution lawsuit,

13.1.2. Gesellschaftsanteile des Gesellschafters oder Rechte daraus gepfändet werden, sofern die Vollstreckungsmaßnahmen nicht binnen 30 Tagen aufgehoben werden oder über sein Vermögen das Insolvenzverfahren eröffnet oder die Eröffnung mangels Masse abgelehnt wurde

13.1.2 the partner’s partnership interest or rights pertaining thereto have been impounded, unless enforcement measures are cancelled within 30 days, or insolvency proceedings are initiated for the partner’s assets, or such proceedings are rejected for insufficiency of assets,

13.1.3. in seiner Person wichtige Gründe vorliegen, die eine Fortsetzung des Vertragsverhältnisses mit ihm für die anderen Gesellschafter unzumutbar machen.

13.1.3 there are important reasons relating to the partner, which make it unacceptable for the other partners to continue the partnership with him/her.

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13.2 Wird die Komplementär-GmbH ausgeschlossen, gilt die Gesellschaft als aufgelöst, sofern nicht einer oder mehrere Kommanditisten oder ein oder mehrere neu aufgenommene Gesellschafter die persönliche Haftung mit Wirkung vom Tage des Ausscheidens der Komplementär-GmbH übernehmen.

13.2 If the general partner is excluded, the partnership shall be deemed as being dissolved unless one or more existing limited partners or one or more or new partners assume personal liability on the day of the general partner’s leaving the partnership.

13.3 Der betroffene Gesellschafter hat kein Stimmrecht und darf bei der Abstimmung auch nicht für andere ein Stimmrecht ausüben Wirksam wird die Ausschließung mit Zugang des Beschlusses.

13.3 The concerned partner no longer possesses voting rights and is no longer entitled to exercise voting rights for others. The exclusion becomes effective at the date of receipt of the corresponding resolution.

13.4 Der ausgeschlossene Gesellschafter nimmt an dem für das laufende Geschäftsjahr festgestellten Jahresüberschuss bis zum Zeitpunkt seines Ausscheidens zeitanteilig teil.

13.4 The excluded partner shall participate pro rata in the net profit for the current fiscal year, as adopted, until the date of his leaving the partnership.

13.5 Als Abfindung erhält der ausscheidende Gesellschafter das für diesen Fall im Gesellschaftsvertrag (§ 14) bestimmte Entgelt.

13.5 As severance, the departing partner shall receive the remuneration as provided in this partnership agreement for such cases (§ 14).

§ 14
ENTGELT BEI
AUSSCHEIDEN EINES
GESELLSCHAFTERS

§ 14
SEVERANCE FOR LEAVING
PARTNERS

14.1 Scheidet ein Gesellschafter aus der Gesellschaft aus, steht ihm ein Entgelt zu. Es besteht in einem Betrag in Höhe des — anteiligen — vierfachen der Nettokaltmiete für ein Jahr, das im Jahr vor seinem Ausscheiden für die Objekte im Bestand der Gesellschaft erzielt worden ist.

14.1 Each partner leaving the partnership is entitled to a severance payment. The severance amounts to the proportionate fourfold of the net annual basic rent earned for the objects owned by the partnership during the year prior to the partner’s leaving the partnership.

13

14.2 Das Entgelt ist in acht gleichen Jahresraten nach dem Zeitpunkt des Ausscheidens fällig und mit 2% über dem jeweiligen gesetzlichen Basiszinssatz zu verzinsen. Die Zinsen sind jeweils zum Ende eines Kalenderjahres fällig. Die Gesellschaft hat jederzeit das Recht zur vorzeitigen Auszahlung des Entgelts. Dem ausscheidenden Gesellschafter steht für diesen Fall kein Anspruch für entgangenen Zins zu.

14.2 The severance shall be payable in eight equal annual instalments following the date of the partner’s leaving the partnership. It shall be subject to an interest rate of 2% above the then current statutory base rate. The interest shall be due and payable at the end of each calendar year. The partnership shall have the right to perform advance severance payments at any time. In this case the leaving partner shall not have the right to be compensated for loss of interest payments.

14.3 Sicherheitsleistungen kann der ausscheidende Gesellschafter nicht verlangen.

14.3 The leaving partner is not entitled to any provision of security.

§ 15
TOD EINES GESELLSCHAFTERS

§ 15
DEATH OF A PARTNER

15.1 Beim Tod eines Gesellschafters wird die Gesellschaft nicht aufgelöst, sondern mit seinen Erben fortgesetzt.

15.1 In case of a partner’s death, the company will not be dissolved, but joined by the partner’s heirs.

15.2 Die Erben können innerhalb eines Jahres nach Kenntniserlangung vom Erbfall durch Beschluss der verbleibenden Gesellschafter ausgeschlossen werden. Für die Abfindung der Erben gilt § 14.

15.2 Within one year after the partners’ becoming aware of the succession the remaining partners may exclude the heirs by way of a resolution. Section 14 shall apply to the heirs’ severance.

15.3 Mehrere Erben haben auf Verlangen der anderen Gesellschafter zur Wahnehmung ihrer Rechte und Pflichten in der Gesellschaft einen gemeinsamen Vertreter zu bestellen. Dessen Vollmacht bedarf öffentlicher Beglaubigung. Wird der gemeinsame Vertreter trotz Verlangens nicht bestellt, ruhen die Gesellschafterrechte mit Ausnahme des Gewinnbezugsrechts.

15.3 Upon request by the remaining partners, groups of heirs shall have to appoint a joint representative to exercise their rights and obligations in the partnership. The power of attorney for the joint representative shall have to be certified. Should the heirs not appoint a joint representative despite having been so requested, their rights — except for the right to participate in the partnership’s profits — shall be suspended.

14

§ 16
AUFLÖSUNG DER GESELLSCHAFT

§ 16
DISSOLUTION OF THE COMPANY

16.1 Für die Auflösung der Gesellschaft gelten die gesetzlichen Bestimmungen, soweit in diesem Vertrag keine abweichenden Regelungen getroffen worden sind. Ein Beschluss der Gesellschafterversammlung über die Auflösung der Gesellschaft bedarf einer Mehrheit von 75 % des stimmberechtigten Kapitals.

16.1 The statutory provisions shall apply to the dissolution of the partnership unless provided otherwise in this partnership agreement. The resolution by the partners’ meeting on the dissolution of the partnership shall require a majority of 75% of the partnership capital entitled to vote.

16.2 Liquidator ist die Komplementär-GmbH oder, falls auch sie aufgelöst ist, deren frühere Geschäftsführer.

16.2 Liquidator shall be the general partner or its former managing directors in case the general partner should also be dissolved.

16.3 Das nach Befriedigung der Gläubiger und dem Ausgleich der Darlehenskonten verbleibende Vermögen der Gesellschaft ist im Verhältnis der Nennbeträge der Festkapitalbeträge unter die Gesellschafter zu verteilen.

16.3 The partnership’s assets remaining after settlement of debts and balancing of Loan Accounts shall be distributed among the partners in proportion to the nominal value of their fixed capital.

16.4 Der Liquidator hat die Bücher und Schriften der Gesellschaft für die Dauer von 10 Jahren einem der Gesellschafter oder einem Dritten in Verwahrung zu geben.

16.4 The liquidator shall submit the partnership’s books and documents to a partner or third party to keep them stored for a period of 10 years.

§ 17
ERFÜLLUNGSORT UND
GERICHTSSTAND

§ 17
PLACE OF PERFORMANCE
AND VENUE

17.1 Erfüllungsort für alle Rechte und Pflichten aus diesem Vertrag ist der Sitz der Gesellschaft.

17.1 The place of performance with respect to all rights and obligations under this partnership agreement is the place of the partnership’s registered office.

17.2 Gerichtsstand für alle Streitigkeiten aus diesem Vertrag ist das für den Sitz der Gesellschaft zuständige Gericht.

17.2 The venue for all conflicts arising from this partnership agreement is the court responsible at the place of the partnership’s registered office.

§ 18
SCHLUSSBESTIMMUNGEN

§ 18
FINAL PROVISIONS

18.1 Änderungen und Zusätze zu diesem Vertrag, einschließlich dieses § 18, bedürfen zu ihrer Wirksamkeit der Schriftform.

18.1 Any modifications or amendments to this partnership agreement including this § 18 must be in writing in order to be effective.

15

18.2 Sollten Bestimmungen dieses Vertrages ganz oder teilweise unwirksam sein oder werden oder sollten sich in diesem Vertrag Lücken herausstellen, so wird hierdurch die Gültigkeit des Vertrages im übrigen nicht berührt. Anstelle der unwirksamen Bestimmungen soll eine Regelung gelten, die soweit nur rechtlich möglich, dem am nächsten kommt, was die Vertragschließenden nach dem Sinn und Zweck des Vertrages gewollt haben oder nach dem Sinn und Zweck des Vertrages gewollt hätten, sofern sie den Punkt bedacht hätten. Dies gilt für Lücken im Vertrag entsprechend. Beruht die Unwirksamkeit einer Bestimmung auf einem in ihr angegebenes Maß der Leistung oder der Zeit (Frist oder Termin), so soll das der Bestimmung am nächsten kommende rechtlich zulässige Maß an die Stelle treten.

18.2 Should one or more provisions of this partnership agreement in whole or in part be or become invalid, or should this partnership agreement contain gaps, the validity of this partnership agreement as a whole shall remain unaffected. In such case the invalid provision shall be replaced by a valid provision, the content of which comes as close as legally possible to what the parties had intended or would have intended had they been aware of the invalidity. This also applies mutatis mutandis to gaps in this partnership agreement. Should the invalidity of a provision result from the extent of a performance contained therein or time (period or deadline), the extent or time shall be replaced by a legally permissible extent or time that comes as close as possible to the invalid extent or time.

18.3 Im Falle einer Abweichung zwischen der deutschen und englischen Fassung dieses Gesellschaftsvertrages hat die deutsche Fassung Vorrang.

18.3 In case of any discrepancy between the German and the English version of this partnership agreement the German version shall prevail.

Königswinter, 15 November 2004
                          Datum / Date

/s/ Juan Lorenzo-Morcillo 

Hayes Lemmerz Königswinter GmbH 

durch ihren Geschäftsführer / by its managing director
Juan Lorenzo-Morcillo 

Northville, November 15, 2004
                    Datum / Date

/s/ Larry Karenko  

HLI Netherlands Holdings, Inc. 

durch ihren Direktor / by its director
Larry Karenko 

EX-5.1

EXHIBIT 5.1

[SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP LETTERHEAD]

April 11, 2008

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

Centre Mercure
41 avenue de la Gare
5 ème Etage, L-1611 Luxembourg

RE: Hayes Lemmerz Finance LLC—Luxembourg S.C.A.; Registration Statement on Form S-4

Ladies and Gentlemen:

     We have acted as United States counsel to Hayes Lemmerz Finance LLC—Luxembourg S.C.A., a partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (the “Issuer”), and special counsel to each of the Opinion Guarantors (as defined herein), in connection with the preparation of a registration statement on Form S-4 (Registration Statement No. 333-145509), filed by the Issuer and the Guarantors (as defined herein) with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on August 16, 2007, as amended by Amendment No. 1 thereto as filed with the Commission on the date hereof (as so amended, the “Registration Statement”), to register the issuance by the Issuer of up to €130,000,000 aggregate principal amount of its 8.25% Senior Notes due 2015 (the “Exchange Notes”). The Exchange Notes will be governed by an Indenture, dated as of May 30, 2007 (the “Indenture”), among the Issuer, the Opinion Guarantors, the other guarantors named therein and listed on Schedule I attached hereto (the “Domestic Guarantors”), U.S. Bank National Association, as trustee (the “Trustee”), and Deutsche Bank AG, London Branch, as London paying agent, which provides for the guarantee, to the extent set forth in the Indenture, of the Exchange Notes by each of the Opinion Guarantors and

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the Domestic Guarantors. The guarantees of the Opinion Guarantors and Domestic Guarantors, as set forth in the Indenture, and the guarantees provided by certain foreign guarantors listed on Schedule I attached hereto (the “Foreign Guarantors”) pursuant to certain guaranty agreements, copies of which have been filed as exhibits to the Registration Statement, are hereinafter referred to collectively as the “Guarantees,” and the Opinion Guarantors, the Domestic Guarantors, and the Foreign Guarantors are hereinafter referred to collectively as the “Guarantors.” The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal amount of the issued and outstanding 8.25% Senior Notes due 2015 of the Issuer (the “Original Notes”) under the Indenture, as contemplated by the Registration Rights Agreement, dated as of May 30, 2007 (the “Registration Rights Agreement”), by and among Issuer, the guarantors named therein, and Deutsche Bank AG, London Branch, Citigroup Global Markets Inc., and UBS Limited, as initial purchasers of the Original Notes.

     This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:

(i)	the Registration Statement;
(ii)	an executed copy of the Registration Rights Agreement;
(iii)	an executed copy of the Indenture, which includes therein the Guarantees issued by the Opinion Guarantors in respect of the Exchange Notes;
(iv)	the form of the Exchange Notes;
(v)	the certificate of incorporation, articles of incorporation, or certificate of formation and by-laws or operating agreement of each of the guarantors that is a corporation or limited liability company incorporated or formed under the laws of the State of Delaware and identified as such on Schedule I hereto (the “Delaware Guarantors”) and the guarantor that is a corporation incorporated under the laws of the State of Texas and identified as such on Schedule I hereto (the “Texas Guarantor,” and together with the Delaware Guarantors, the “Opinion Guarantors”); and

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April 11, 2008

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(vi) certain resolutions adopted by the board of directors or other governing bodies or entities (as applicable) of the Opinion Guarantors relating to the Exchange Offer, the guarantees of the Original Notes and the Exchange Notes, the Indenture, and related matters.

     We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Opinion Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Opinion Guarantors and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

     In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Opinion Guarantors but including the Issuer, had or will have the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties, other than the Opinion Guarantors, of such documents and the validity and binding effect thereof on such parties. We have also assumed that the Issuer has been duly organized, is validly existing in good standing, and has requisite legal status and legal capacity, under the laws of the Grand Duchy of Luxembourg, and that the Issuer has complied and will comply with all aspects of the laws of all pertinent jurisdictions (including the laws of the Grand Duchy of Luxembourg) in connection with the transactions contemplated by, and the performance of its obligations under, the Registration Rights Agreement, the Indenture, and the Exchange Notes, other than the laws of the States of Delaware, Texas, and New York insofar as we express our opinion herein. As to any facts material to the opinions expressed herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Issuer, the Opinion Guarantors and others.

     Our opinion set forth herein is limited to the General Corporation Law of the State of Delaware, the Delaware Limited Liability Company Act, and the Texas Business Corporation Act, and those laws, rules, and regulations of the State of New York that, in our experience, are normally applicable to transactions of the type contemplated by the Exchange Offer, but without our having made any special investigation as to the applicability of any specific law, rule or regulation (all of the

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foregoing being referred to as “Opined on Law”). We do not express any opinion with respect to the law of any jurisdiction other than Opined on Law or as to the effect of any such non-opined-on law on the opinion herein stated.

     The opinions set forth below are subject to the following further qualifications, assumptions and limitations:

(a)	The validity or enforcement of any agreements or instruments may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
(b)	We do not express any opinion as to the applicability or effect of any fraudulent transfer, preference, or similar law on the Indenture, the Original Notes, the Exchange Notes, the Guarantees, or the Exchange Offer.
(c)	With respect to the enforceability of all obligations under the Exchange Notes and the Guarantees, we note that a United States federal court would award a judgment only in United States dollars and that a judgment of a court in the State of New York rendered in a currency other than the United States dollar would be converted into United States dollars at the rate of exchange prevailing on the date of entry of such judgment. Our opinion is subject to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights, and we do not express any opinion as to the enforceability of the provisions of the Indenture, the Exchange Notes, and the Guarantees providing for indemnity by any party thereto against any loss in obtaining the currency due to such party under the Indenture, the Exchange Notes, and the Guarantees from a court judgment in another currency.
(d)	To the extent that any opinion set forth herein relates to the enforceability of the choice of New York law and choice of New York forum provisions of the Indenture, the Exchange Notes, and the Guarantees of the Opinion Guarantors, our opinion is rendered in reliance upon N.Y. Gen. Oblig. Law Section 5-1401 and Section 5-1402 (McKinney 2001) and N.Y. C.P.L.R. 327(b) (McKinney 2001) and is subject to the

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	qualification that such enforceability may be limited by considerations of public policy.
(e)	In rendering the opinion expressed below, we have also assumed, without independent investigation or verification of any kind, that the choice of New York law to govern the Indenture, the Exchange Notes, and the Guarantees of the Opinion Guarantors, to the extent it is stated therein that such agreements and documents are governed thereby, is legal and valid under the laws of other applicable jurisdictions and that, insofar as any obligation under any of the Indenture, the Exchange Notes, and the Guarantees is to be performed in any jurisdiction outside the United States of America, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction.
(f)	With respect to the Texas Guarantor, for purposes of determining the existence and good standing of the Texas Guarantor under the Texas Business Corporation Act and the Texas Tax Code, respectively, we have (i) assumed that no court has entered a decree dissolving the Texas Guarantor and (ii) relied solely on our review of (x) a certificate from the Secretary of State of Texas as to the Texas Guarantor’s existence in the State of Texas, (y) a certificate from the Texas Comptroller of Public Accounts as to the Texas Guarantor’s good standing in the State of Texas, and (z) a certificate as to certain factual matters from an officer of the Texas Guarantor.

     Based upon the foregoing and subject to and the limitations, qualifications, exceptions and assumptions set forth herein, we are of the opinion that, when the Registration Statement becomes effective and the Exchange Notes (in the form examined by us) have been duly executed and authenticated by the Trustee in accordance with the terms of the Indenture and have been issued and delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Exchange Notes and the Guarantees of the Opinion Guarantors will constitute valid and binding obligations of the Opinion Guarantors, enforceable against each such Opinion Guarantor, respectively, in accordance with their terms.

     In rendering the opinion set forth above, we have assumed that the execution and delivery by the Issuer of the Indenture and the Exchange Notes, the execution and delivery by each of the Opinion Guarantors of the Indenture, and the

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performance by each of the Issuer and the Opinion Guarantors of their respective obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Issuer or the Opinion Guarantors or any of their respective properties are subject, except that we do not make this assumption for those agreements and instruments that have been identified to us by the Issuer and the Opinion Guarantors as being material to them and that are listed as exhibits in Part II of the Registration Statement.

     We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.

Very truly yours,

/s/ Skadden, Arps,
     Slate, Meagher & Flom LLP

SCHEDULE I

A. Opinion Guarantors

Delaware Guarantors	Jurisdiction of Organization
Hayes Lemmerz International, Inc.	DE
HLI Parent Company, Inc.	DE
HLI Operating Company, Inc.	DE
HLI Wheels Holding Company, Inc.	DE
Hayes Lemmerz International – California, Inc.	DE
Hayes Lemmerz International – Georgia, Inc.	DE
Hayes Lemmerz International – Huntington, Inc.	DE
Hayes Lemmerz International Import, Inc.	DE
Hayes Lemmerz International – Sedalia, Inc.	DE
HLI Commercial Highway Holding Company, Inc.	DE
Hayes Lemmerz International – Commercial Highway, Inc.	DE
HLI Powertrain Holding Company, Inc.	DE
HLI Brakes Holding Company, Inc.	DE
HLI Services Holding Company, Inc.	DE
Hayes Lemmerz International – Kentucky, Inc.	DE
HLI Netherlands Holdings, Inc.	DE
Hayes Lemmerz Finance LLC	DE

Texas Guarantor	Jurisdiction of Organization
Hayes Lemmerz International – Laredo, Inc.	TX

B. Domestic Guarantors

	Jurisdiction of Organization
Hayes Lemmerz International – Howell, Inc.	Michigan
Hayes Lemmerz International – Wabash, Inc.	Indiana
HLI Suspension Holding Company, Inc.	Michigan
Hayes Lemmerz International – Technical Center, Inc.	Michigan
HLI Realty, Inc.	Michigan

C. Foreign Guarantors

	Jurisdiction of Organization
Industrias Fronterizas HLI, S.A. de C.V.	Mexico
HLI European Holdings ETVE, S.L.	Spain
Hayes Lemmerz Aluminio S. de R. L. de C.V.	Mexico

	Jurisdiction of Organization
Hayes Lemmerz Manresa, S.L.	Spain
Hayes Lemmerz Fabricated Holdings B.V.	Netherlands
Borlem Aluminio S.A.	Brazil
Hayes Lemmerz Alukola, s.r.o.	Czech
Hayes Lemmerz Autokola, a.s.	Czech
Hayes Lemmerz Barcelona, S.L.	Spain
Hayes Lemmerz Holding GmbH	Germany
Hayes Lemmerz Werke GmbH	Germany
Hayes Lemmerz Königswinter GmbH	Germany
Hayes Lemmerz Immobilien GmbH & Co. KG Partnership	Germany

EX-5.2

EXHIBIT   5.2

LOYENS & LOEFF Avocats à la cour	office address telephone fax	14, rue Edward Steichen L-2540 LUXEMBOURG Luxembourg — Kirchberg 46 62 30 46 62 34
	internet	www.loyensloeff.lu

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

174, route de Longwy
L - 1940 Luxembourg

Luxembourg, April 11, 2008

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

Dear Sirs,

1. We have acted as special legal advisers in the Grand Duchy of Luxembourg (Luxembourg) to Hayes Lemmerz Finance LLC — Luxembourg S.C.A. (the Company) in connection with the preparation of a registration statement on Form S-4 (Registration Statement No. 333-145509) (the Registration Statement) initially filed by the Company and the additional registrants with the United States Securities and Exchange Commission (the SEC) under the Securities Act of 1933, as amended (the Securities Act), on 16 August 2007 to register the issuance by the Company of up to EUR 130,000,000 aggregate principal amount of its 8.25% Senior Notes due 2015 (the Exchange Notes). The Exchange Notes will be governed by an indenture entered into on 30 May 2007 by and between, inter alia, the Company, the guarantors named therein and U.S. Bank National Association, as trustee (the Trustee), (the Indenture). On 30 May 2007, the Company entered into a registration rights agreement (the Registration Rights Agreement) by and between, inter alia, Hayes Lemmerz International, Inc. and the purchasers of the 8.25% Senior Notes due 2015 (the Notes) originally issued under the Indenture pursuant to which the Company offered to exchange (the Exchange Offer) with such purchasers the Notes for the Exchange Notes, except that the Exchange Notes (i) will be registered under the Securities Act, (ii) will not bear legends restricting their transfer and (iii) will not provide for additional interest upon failure to fulfil the obligations under the Registration Rights Agreement to file a registration statement.

2. We have examined:

(a)	the Registration Statement in the form filed with the SEC on 16 August 2007;
(b)	a copy of the executed Indenture;
(c)	a final form of the Exchange Notes;
(d)	a copy of the executed Registration Rights Agreement, containing a description of the Exchange Notes;
(e)	a copy of the articles of association of the Company dated 24 May 2007 (the Articles);
(f)	a copy of the written resolutions of the Company dated 25 May 2007 authorising the issue and delivery of the Exchange Notes by the Company, duly executed by Hayes Lemmerz Finance LLC in its capacity as managing shareholder of the Company (the Resolutions);
(g)	an excerpt pertaining to the Company delivered by the Luxembourg register of commerce and companies (RCS), dated April 11, 2008 (the Excerpt); and
(h)	a non-bankruptcy certificate issued by the Luxembourg district court, dated April 11, 2008 (the Non-Bankruptcy Certificate).

The documents listed in paragraphs 2.(b) to and including 2.(d) above are jointly referred to as the Opinion Documents.

Except as stated above, we have not, for the purposes of this legal opinion, examined any agreements, deeds or other documents relating to the Opinion Documents or entered into by or affecting any party (including the Company) to any such agreements, deeds or other documents, or any corporate records of any such party, and have not made any other enquiries concerning any such party. In particular, but without limitation, we have not investigated whether any such party will, by reason of the transactions contemplated by the Opinion Documents (and any document in connection therewith), be in breach of any of its obligations under any such agreements, deeds or other documents.

We have not been involved in structuring, drafting or negotiating any of the Opinion Documents except to suggest amendments in connection with mandatory rules of Luxembourg law. Accordingly, we assume no responsibility for the adequacy of the Opinion Documents or the Registration Statement (except to the extent expressly stated otherwise in this opinion) or for the appropriateness of any disclosures made in the Registration Statement except as indicated above.

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3. We assume the following:

(a)	the genuineness of all signatures, stamps and seals, the conformity to the originals of all the documents submitted to us as certified, photostatic, faxed or e-mailed copies, the authenticity of the originals of such documents and the conformity to the executed originals of all documents examined in draft form only;
(b)	all factual matters and statements relied upon or assumed herein were and will be true and complete on the date of the execution of the Opinion Documents (and any documents in connection therewith) and the issuance of the Exchange Notes (the Issuance);
(c)	all authorisations, approvals and consents of any country (other than Luxembourg), which may be required in connection with the execution, delivery and performance of the Opinion Documents (and any documents in connection therewith) and the Issuance, have been or will be obtained;
(d)	each of the parties (other than the Company) to the Opinion Documents has the capacity, power, authority and right to enter into the Opinion Documents and to perform its obligations thereunder and all internal corporate or other authorisation procedures by each party (other than the Company) for the execution by it of the Opinion Documents (and any documents in connection therewith), have been duly fulfilled;
(e)	the due authorisation, execution and delivery of the Opinion Documents by all the parties thereto (other than the Company) as well as the power, authority and legal right of all the parties thereto (other than the Company) to enter into, execute, deliver and perform their respective obligations under the Opinion Documents and compliance with all applicable laws and regulations (other than Luxembourg law);
(f)	the due compliance with all matters (including, without limitation, the obtaining of the necessary consents, licences, approvals and authorisations, the making of the necessary filings, lodgements, registrations and notifications and the payment of stamp duties and other taxes) under any law (other than Luxembourg law) as may relate to, or be required in respect of, the Opinion Documents (and the transaction contemplated therein) and the Issuance;
(g)	the Opinion Documents are legal, valid, binding upon, and enforceable against, the respective parties thereto as to matters of all relevant laws (other than Luxembourg law), and in particular their respective expressed governing law;
(h)	there are no provisions in the laws of any jurisdiction outside Luxembourg which would adversely affect, or otherwise have any negative impact on, the opinions expressed in this legal opinion;
(i)	the entry by the Company into the Opinion Documents has materially benefited or will materially benefit the Company and is in the best interest, and for the corporate benefit, of the Company;

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(j)	the parties to the Opinion Documents have entered into the Opinion Documents in good faith, for the purpose of carrying out their business and without any intention to defraud or deprive of any legal benefit any other parties (such as third party creditors) or to circumvent any mandatory laws or regulations of any jurisdiction;
(k)	each of the parties to the Opinion Documents (other than the Company) are companies duly organised, incorporated and validly existing in accordance with the laws of the jurisdiction of their respective registered office and/or central administration and/or principal place of business ;
(l)	the Articles have not been amended since the date referred to in paragraph 2.(e) above and the Resolutions have not been amended, rescinded or revoked;
(m)	the Company complies with, and adheres to, the provisions of the Luxembourg law dated as of 31 May 1999 concerning the domiciliation of companies, as amended;
(n)	the central administration (administration centrale) and (for the purposes of the Council regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings (the EU Insolvency Regulation)) the centre of main interests (centre des intérêts principaux) of the Company are located at the place of its registered office (siège statutaire) in Luxembourg; and
(o)	the Company does not meet the criteria, or threaten to meet the criteria, for becoming subject to bankruptcy (faillite), insolvency, moratorium, controlled management (gestion contrôlée), suspension of payments (sursis de paiement), court ordered liquidation or reorganisation or any similar procedure affecting the rights of creditors generally (Insolvency Proceedings) on the date hereof (as indicated by our oral enquiry with the clerks’ office of the district court of Luxembourg (for commercial matters)) and the Company will not become subject to Insolvency Proceedings as a consequence of entering into the Opinion Documents in any relevant jurisdiction.

4. Based upon the assumptions made above and subject to the qualifications set out below and subject to any matters not disclosed to us, we are of the opinion that, under the laws of Luxembourg in effect and as published, construed and applied by the Luxembourg courts on the date hereof, when the Registration Statement becomes effective and the Exchange Notes have been duly executed and authenticated by the Trustee in accordance with the terms of the Indenture and have been issued and delivered in accordance with the terms of the Exchange Offer, the Exchange Notes will constitute legal, valid, binding and enforceable obligations of the Company in accordance with their terms and will be in proper form for their enforcement in the courts of Luxembourg.

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5. This legal opinion is subject to the following qualifications:

(a)	The validity, legality, performance, enforceability and effectiveness of the Opinion Documents are subject to all limitations by reasons of any Insolvency Proceedings or fraudulent conveyance (actio pauliana), or similar Luxembourg or foreign laws affecting the rights of creditors generally.
	Payments made, as well as other transactions concluded or performed, during the so-called suspect period (période suspecte), which is fixed by the Luxembourg court and dates back (not more than) six months as from the date on which the Luxembourg court formally adjudicates a person bankrupt and, as for specific payments and transactions, during ten days before the commencement of such period, are subject to cancellation by the Luxembourg court upon proceedings instituted by the Luxembourg insolvency receiver (curateur).
(b)	As used in this legal opinion, the term “enforceable” means that the obligations entered into pursuant to the Opinion Documents are of a type which the Luxembourg courts normally enforce. It does not mean that these obligations will be necessarily enforced in all circumstances in accordance with their respective terms. In particular:

(i)

the validity, performance and enforceability may be limited by Luxembourg laws affecting creditors’ rights generally, as well as mandatory provisions of Luxembourg law or principles of Luxembourg international public policy, from time to time in force; and

(ii)

the enforcement of the Opinion Documents (or any document in connection therewith) and the rights and obligations of the parties thereto will be subject to the general principles of Luxembourg law and no opinion is given herein as to the availability of any specific performance remedy, other than monetary damages, for the enforcement of any obligation of the Opinion Documents (or any document in connection therewith).

(c)

The registration of the Opinion Documents (and any document in connection therewith) with the Administration de l’Enregistrement et des Domaines in Luxembourg may be required in the case of legal proceedings before Luxembourg courts (if competent) or, in the case that the Opinion Documents (and any document in connection therewith) must be produced before an official Luxembourg authority, in which case either a nominal registration duty or an ad valorem duty will be payable, depending on the nature of the document to be registered. If registration is so required, the Luxembourg courts or the official Luxembourg authority may require that the Opinion Documents (and any document in connection therewith) and any judgment obtained in a foreign court must be translated into French or German.

(d)

Corporate documents may not have been filed or be available at the Luxembourg Register of Commerce and Companies and at the clerks’ office of the Luxembourg district court (for commercial matters) immediately after their execution or issuance, and there may be some delay in the relevant notice appearing in the files of the company concerned.

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(e) As a matter of Luxembourg law, the reliance on, or the enforcement of, contractual terms and conditions may be contrary to the principle of bona fide performance of contracts (exécution des contrats de bonne foi, as provided for in Article 1134, paragraph 3 of the Luxembourg Civil Code) and the prohibition of abuse of rights (abus de droit, as provided for in Article 6-1 of the Luxembourg Civil Code), which governs the relationship between the parties to an agreement and which may affect, inter alia, the reliance on and enforcement of contractual provisions such as the following (without limitation):

(i)	any provision stating that no failure or delay in exercising any rights or remedies shall operate as a waiver of such rights or remedies;
(ii)	provisions stating that agreements may only be amended or varied or any provision thereof waived by an instrument in writing may not be effective insofar as they suggest that oral, implicit or other modifications, amendments or waivers could not be effectively agreed upon or granted between or by the parties;
(iii)	provisions stating that an agreement is the only agreement between the parties may not be effective if one of the parties proves that other agreements validly exist between the parties;

and, furthermore, such principle of fairness and reasonableness may in the proper circumstances impose certain additional duties upon the parties concerned, notwithstanding any provision to the contrary.

(f)	Notwithstanding the foreign jurisdiction clause, Luxembourg courts would have in principle jurisdiction for any conservatory or provisional action in connection with assets located in Luxembourg and such action would most likely be governed by Luxembourg law.
(g)	Claims may become barred under statutory limitation period rules and may be subject to defences of set-off or counter-claims. We express no opinion as to whether any provision of the Opinion Documents conferring a right of set-off, of subrogation, a preferential payment right or a right of payment before due date or similar rights would be effective against a bankruptcy receiver, liquidator, or a creditor.
(h)	Where any obligations are to be performed or observed or are based upon a matter arising in a jurisdiction outside Luxembourg, they may not be enforceable under Luxembourg law if and to the extent that such performance or observance would be unlawful, unenforceable, or contrary to public policy under the laws of such jurisdiction.
(i)	The Luxembourg courts would not apply a chosen foreign law if that choice were not made bona fide and if :

(i) the foreign law were not pleaded and proved; or

6

(ii) if pleaded and proved, such foreign law would be contrary to the mandatory provisions of Luxembourg law or manifestly incompatible with Luxembourg international public policy.

(j)	No opinion is given in relation to the accuracy of any representation or warranty (other than those which are the subject matter of an opinion herein) given by, or concerning, the Company in the Opinion Documents or whether the Company has complied with any covenant, undertaking, terms or conditions given by or binding upon the Company.
(k)	Under Luxembourg law, certain creditors, of the insolvent party may have rights to preferred payments by operation of the law.
(l)	The question as to whether any provision of the Opinion Documents, which is or becomes invalid on account of illegality, may be severed from the other provisions of the Opinion Documents will be determined by the Luxembourg courts at their discretion.
(m)	Any indemnity provision entitling one party to recover its legal and other enforcement costs and expenses from another party may be limited in terms of items or amounts as a Luxembourg court (if competent) deems appropriate.
(n)	A power of attorney and a mandate (mandat) may be capable of being revoked by the Company despite its being expressed to be irrevocable.
(o)	We express no opinion as to tax law or regulations whatsoever in respect of the Company or the tax consequences of the transactions contemplated by the Opinion Documents (or any document in connection therewith).
(p)	This legal opinion is as of this date, and we undertake no obligation to update it or to advise of changes hereafter occurring. We express no opinion as to any matters other than those expressly set forth herein, and no opinion is, or may be, implied or inferred here from. We express no opinion as to matters of fact. This legal opinion is strictly limited to the Opinion Documents and does not relate to any other agreement or matter.
(q)	We express no opinion, nor do we imply any opinion, as to any laws other than the laws of Luxembourg.

6. This legal opinion is given on the express condition, accepted by each person who is entitled to rely on it, that this legal opinion and all rights, obligations or liability in relation to it are governed by, and shall be construed in accordance with, Luxembourg law and that any action or claim in relation to it can only be brought exclusively before the courts of Luxembourg. In this legal opinion, Luxembourg legal concepts are expressed in English terms and not in their original French or German terms. The concepts concerned may not be identical to the concepts described by the same English terms as they exist under the laws of other jurisdictions. We accept no responsibility for omissions or inaccuracies to the extent attributable to translations.

This legal opinion is given exclusively to the Company in connection with the Exchange Offer and pursuant to Item 601(b)(5) of Regulation S-K under the Securities Act.

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You may not give copies of this legal opinion to others, or enable or allow any person or persons to make public, to quote, to circulate, to rely upon, to refer to or otherwise use part or all of this legal opinion, without our prior written permission. However, we hereby consent to the filing of this opinion with the SEC as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC.

Yours sincerely,

LOYENS & LOEFF LUXEMBOURG

By: /s/ Eugène Tchen       

     Eugène Tchen

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EX-5.3

EXHIBIT   5.3

HAYES LEMMERZ INTERNATIONAL, INC.
15300 Centennial Drive
Northville, Michigan 48168

April 11, 2008

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

Centre Mercure
41 avenue de la Gare
5 ème Etage, L - 1611 Luxembourg

RE: Hayes Lemmerz Finance LLC—Luxembourg S.C.A.; Registration Statement on Form S-4/A

Ladies and Gentlemen:

     I am the Vice President, General Counsel and Secretary of Hayes Lemmerz International, Inc., a Delaware corporation (“Hayes”) and parent company of Hayes Lemmerz Finance LLC—Luxembourg S.C.A., a partnership limited by shares (société en commandite par actions) organized under the laws of the Grand Duchy of Luxembourg (the “Issuer”). As such, I am rendering this opinion in connection with the preparation of a registration statement on Form S-4 (Registration Statement No. 333-145509), filed by the Issuer and the additional registrants named therein with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on August 16, 2007, as amended by Amendment No. 1 thereto as filed with the Commission on the date hereof (as so amended, the “Registration Statement”), to register the issuance by the Issuer of up to €130,000,000 aggregate principal amount of its 8.25% Senior Notes due 2015 (the “Exchange Notes”). The Exchange Notes will be governed by an Indenture, dated as of May 30, 2007 (the “Indenture”), among the Issuer, the Domestic Opinion Guarantors (as defined herein), the other guarantors named therein (together with the Domestic Opinion Guarantors, the

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

April 11, 2008

Page 2

“Domestic Guarantors”), U.S. Bank National Association, as trustee (the “Trustee”), and Deutsche Bank AG, London Branch, as London paying agent, which provides for the guarantee, to the extent set forth in the Indenture, of the Exchange Notes by each of the Domestic Guarantors. The guarantees of the Domestic Guarantors, as set forth in the Indenture, and the guarantees provided by certain foreign guarantors listed on Schedule I attached hereto (the “Foreign Opinion Guarantors”) pursuant to certain guaranty agreements, copies of which have been filed as exhibits to the Registration Statement, are hereinafter referred to collectively as the “Guarantees,” and the Foreign Opinion Guarantors and Domestic Guarantors are hereinafter referred to collectively as the “Guarantors.” The Exchange Notes are to be issued pursuant to an exchange offer (the “Exchange Offer”) in exchange for a like principal amount of the issued and outstanding 8.25% Senior Notes due 2015 of the Issuer (the “Original Notes”) under the Indenture, as contemplated by the Registration Rights Agreement, dated as of May 30, 2007 (the “Registration Rights Agreement”), by and among the Issuer, the guarantors named therein, and Deutsche Bank AG, London Branch, Citigroup Global Markets Inc., and UBS Limited, as initial purchasers of the Original Notes.

     This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

     In connection with this opinion, I have examined or am otherwise familiar with the following:

(i)	the Registration Statement;
(ii)	an executed copy of the Registration Rights Agreement;
(iii)	an executed copy of the Indenture, which includes therein the Guarantees issued by the Domestic Guarantors in respect of the Exchange Notes;
(iv)	the form of the Exchange Notes;
(v)	the certificate of incorporation or articles of association, by-laws, partnership agreement, or similar governing instrument of each of the guarantors that is a corporation incorporated under the laws of the State of Michigan and identified as such on Schedule I hereto (the “Michigan Guarantors”), of the guarantor that is a corporation incorporated under the laws of the State of Indiana and identified as such on Schedule I hereto (the “Indiana Guarantor” and, together with the Michigan Guarantors, the “Domestic Opinion Guarantors”),

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

April 11, 2008

Page 3

	and of each of the Foreign Opinion Guarantors identified as such on Schedule I hereto (together with the Domestic Opinion Guarantors, the “Opinion Guarantors”); and
(vi)	certain resolutions adopted by the governing bodies or entities (as applicable) of the Opinion Guarantors relating to the Exchange Offer, the guarantees of the Original Notes and the Exchange Notes, the Indenture, and related matters.

     I have also examined originals or copies, certified or otherwise identified to my satisfaction, of such records of the Opinion Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Opinion Guarantors and others, and such other documents as I have deemed necessary or appropriate as a basis for the opinions set forth herein.

     In my examination, I have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as facsimile, electronic, certified, conformed or photostatic copies and the authenticity of the originals of such copies. In making my examination of documents executed or to be executed, I have assumed that all parties thereto (other than the Opinion Guarantors) had or will have the power, corporate or other, to enter into and perform all obligations thereunder, and I have also assumed the due authorization by all requisite action, corporate or other, by all parties thereto (other than the Opinion Guarantors) and the execution and delivery by such parties of such documents and that such documents constitute valid and binding obligations of such parties. As to any facts material to the opinions expressed herein that I have not independently established or verified, I have relied upon statements and representations of officers and other representatives of Hayes, the Issuer, the Guarantors and others and of public officials.

     I am a member of the bar of the State of Michigan and the opinion expressed herein is limited to the laws of the United States and the State of Michigan. Insofar as any Guarantee is governed by the laws of other jurisdictions, I have assumed, without having made any independent investigation, that such laws are identical to those of the State of Michigan.

     Based upon and subject to the foregoing and the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that, when the Registration Statement becomes effective and the Exchange Notes (in the form examined by me) have been duly executed and authenticated by the Trustee in

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

April 11, 2008

Page 4

accordance with the terms of the Indenture and have been issued and delivered upon consummation of the Exchange Offer against receipt of Original Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, the Guarantees of the Opinion Guarantors will constitute valid and binding obligations of the Opinion Guarantors, enforceable against each such Opinion Guarantor, respectively, in accordance with their terms, except to the extent that enforcement thereof may be limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, corporate benefit, financial assistance, capital preservation, fraudulent preference, thin capitalization, retention of title, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (2) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity).

     In rendering the opinion set forth above, I have assumed that the execution and delivery by the Issuer of the Indenture and the Exchange Notes, the execution and delivery by each of the Domestic Guarantors of the Indenture, and the execution and delivery by each of the Foreign Opinion Guarantors of the guaranty agreements evidencing their respective Guarantees, and the performance by each of the Issuer and the Guarantors of their respective obligations thereunder do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Issuer or the Guarantors or any of their respective properties are subject.

     I do not express any opinion as to the applicability or effect of any fraudulent transfer, preference, or similar law on the Exchange Notes and the Guarantees or any transaction contemplated thereby. With respect to the enforceability of all obligations under the Indenture, the Exchange Notes, and the Guarantees, I note that a United States federal court would award a judgment only in United States dollars and that a judgment of a court in the State of New York rendered in a currency other than the United States dollar would be converted into United States dollars at the rate of exchange prevailing on the date of entry of such judgment. I express no opinion as to the currency in which any foreign court would render a judgment with respect to the Guarantees of the Foreign Opinion Guarantors. My opinion is subject to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights, and I do not express any opinion as to the enforceability of the provisions of the Indenture, the Exchange Notes, and the Guarantees providing for indemnity by any party thereto against any loss in obtaining the currency due to such party under the Indenture, the Exchange Notes, and the Guarantees from a court judgment in another currency.

     To the extent that any opinion set forth herein relates to the enforceability of the choice of New York law and choice of New York forum

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

April 11, 2008

Page 5

provisions of the Indenture, the Exchange Notes, and the Guarantees of the Domestic Opinion Guarantors, my opinion is rendered in reliance upon N.Y. Gen. Oblig. Law Section 5-1401 and Section 5-1402 (McKinney 2001) and N.Y. C.P.L.R. 327(b) (McKinney 2001) and is subject to the qualification that such enforceability may be limited by considerations of public policy. In rendering the opinions expressed above, I have also assumed, without independent investigation or verification of any kind, that the choice of New York law to govern the Indenture, the Exchange Notes, and the Guarantees of the Domestic Opinion Guarantors and the choice of any foreign law to govern the Guarantees of the Foreign Opinion Guarantors, to the extent it is stated therein that such agreements and documents are governed thereby, is legal and valid under the laws of other applicable jurisdictions and that, insofar as any obligation under any of the Indenture, the Exchange Notes, and the Guarantees is to be performed in any jurisdiction outside the United States of America, its performance will not be illegal or ineffective by virtue of the law of that jurisdiction.

     I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. I also consent to the reference to me under the caption “Legal Matters” in the Registration Statement. In giving this consent, I do not thereby admit that I am included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

      Very truly yours,

/s/  Patrick C. Cauley

SCHEDULE I

A. Domestic Opinion Guarantors

	Jurisdiction of Organization
Hayes Lemmerz International – Howell, Inc.	Michigan
Hayes Lemmerz International – Technical Center, Inc.	Michigan
HLI Realty, Inc.	Michigan
HLI Suspension Holding Company, Inc.	Michigan
Hayes Lemmerz International – Wabash, Inc.	Indiana

B. Foreign Opinion Guarantors

	Jurisdiction of Organization
Industrias Fronterizas HLI, S.A. de C.V.	Mexico
HLI European Holdings ETVE, S.L.	Spain
Hayes Lemmerz Aluminio S. de R. L. de C.V.	Mexico
Hayes Lemmerz Manresa, S.L.	Spain
Hayes Lemmerz Fabricated Holdings B.V.	Netherlands
Borlem Aluminio S.A.	Brazil
Hayes Lemmerz Alukola, s.r.o.	Czech Republic
Hayes Lemmerz Autokola, a.s.	Czech Republic
Hayes Lemmerz Barcelona, S.L.	Spain
Hayes Lemmerz Holding GmbH	Germany
Hayes Lemmerz Werke GmbH	Germany
Hayes Lemmerz Königswinter GmbH	Germany
Hayes Lemmerz Immobilien GmbH & Co. KG Partnership	Germany

EX-10.22

Exhibit 10.22

GUARANTY

     THIS GUARANTY, dated as of October 25, 2007 (the “Guaranty”), is made by Industrias Fronterizas HLI, S.A. de C.V. together with its successors and permitted assigns, (the “Guarantor”), in favor of U.S. Bank, National Association, acting in its capacity as trustee under the Indenture (as defined below) and the holders of the Notes (as defined below) (together with their respective successors and permitted assigns, collectively, the “Beneficiary”).

     Pursuant to the Indenture, dated as of May 30, 2007 (as amended, modified or supplemented from time to time, the “Indenture”) executed by and between Hayes Lemmerz Finance, LLC –Luxembourg, S.C.V. (the “Issuer”) and U.S. Bank, National Association, in its capacity of trustee (the “Trustee”), the Issuer has issued its 8.25% Senior Notes due 2015 in the aggregate principal amount of €130,000,000 (the “Notes”).

     The Guarantor has agreed to execute and deliver the Guaranty in order to guarantee the payment and performance of the obligations of the Issuer under the Notes and the Indenture.

1. Representations.

     The Guarantor hereby represents to the Beneficiary that:

     (a) The Guarantor is a variable capital corporation duly incorporated and validly existing under the laws of Mexico;

     (b) The Guarantor’s legal representative has been granted with the necessary powers in order to subscribe and grants this Guaranty, and to this day such powers have not been in anyway amended, restricted nor revoked; and

     (c) The Guarantor is a part of the economic group of the Issuer, as member of this group the Guarantor shall receive substantial direct and indirect economic and non-economic benefits form the issuance of the Notes by the Issuer pursuant to the Indenture and it is in the corporate interest of the Guarantor party hereto to make this guaranty,

2. Guaranty:

     The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Beneficiary, in terms of Articles 2794, 2795, 2798, 2800 and other and other applicable of the Mexican Federal Civil Code, and the corresponding Articles of the federal entities of the United Mexican States, the prompt and punctual payment, performance or delivery when due of any and all present and future obligations regarding the obligations of the Issuer under the Notes and the Indenture, including but not limited to the payment of principal or interest, reimbursement of amounts drawn under fees, reasonable expenses, losses and reasonable lawyers fees that the Beneficiary may need, as consequence of an event of default as described in section 6.01 of the Indenture (the “Guaranteed Obligations”).

     In the event that any portion of the Guaranteed Obligations is paid by the Issuer, the obligations of the Guarantor hereunder shall continue and remain in full force and effect.

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     The Guarantor and, by their acceptance of the benefits of this Guaranty, the Beneficiary hereby confirm that it is their intention that this Guaranty and the obligations of the Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy, insolvency, concurso mercantile, reorganization, liquidation or similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Guarantor and, by their acceptance of the benefits of this Guaranty, the Beneficiary hereby irrevocably agrees that the obligations of the Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in such obligations not constituting a fraudulent transfer or conveyance.

3. Obligations Unconditional.

     (a) Obligations Unconditional. Except as otherwise provided in the Indenture with respect to the release of guaranties and to the extent permitted by Mexican Law, the obligations of the Guarantor hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guaranty or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that: (a) this Guaranty is a personal guaranty of payment when due and not of collectibility; (b) the obligations of the Guarantor hereunder are independent of the obligations of the Issuer under the Indenture and the Notes and the obligations of any other guarantor and a separate action or actions may be brought and prosecuted against each guarantor whether or not any action is brought against the Issuer or any of such other guarantors and whether or not the Issuer is joined in any such action or actions; and (c) a payment of a portion, but not all, of the Guaranteed Obligations by the Guarantor or the Issuer or any third party shall in no way limit, affect, modify or abridge the liability of the Guarantor for any portion of the Guaranteed Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon the Guarantor and its successors and assigns except as otherwise provided in the Indenture.

     (b) Payments. All payments to be made hereunder by the Guarantor shall be made in Euros to an account as shall have been notified in advance by the Beneficiary to the Guarantor and shall be calculated and paid outside of the United Mexican States, without any deduction, payment of any taxes, duties or any quota that shall be paid as result of the payment. All the taxes shall be paid according to the legal applicable disposals. In the event the payment is reduced as consequence of the withholding or deduction, such additional amounts shall be included in the Guaranty, in order to ensure that the Beneficiary receives a net amount equal to the full amount which it would have received had such payment not been made subject to such deduction or whit holding.

     In the event the payment is paid to the Beneficiary in a different currency form Euros, the Guarantor shall pay the differences of the rate of exchange. The rate of exchange shall mean in this Guaranty the rate applicable to 11:00 am (New York City Time, U.S.A.), at the respective day, indicated to buy the Euros in New York City with the foreign currency.

4. Waiver.

     Upon the occurrence of an Event of Default (as described in section 6.01 of the Indenture) the Beneficiary at its entire discretion, may initiate a direct action without previous notice against the Guarantor to request the payment of the any amount of the Guaranteed Obligations. Guarantor hereby

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waives the rights and benefits of orden, excusión and división deriving to it from Articles 2816 section I and other applicable of the Mexican Federal Civil Code, and the corresponding Articles of the federal entities of the United Mexican States, which Articles are not reproduced herein inasmuch as each Guarantor hereby represents to be familiar with the contents thereof. Also, the Guarantor hereby waives as permitted by the laws the benefits pursuant in Articles 2814 and 2815 of the Mexican Federal Civil Code, and the corresponding Articles of the federal entities of the United Mexican States and other related articles.

5. Continuing Guaranty.

     This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (i) complete and indefeasible payment and satisfaction in full of the Guaranteed Obligations or (ii) the release of this Guaranty by the Beneficiary as provided in the Indenture.

6. Independent Liability.

     The Guarantor’s liability hereunder is independent of any other guarantees or other obligations at any time in effect in relation to the Guaranteed Obligations or any part thereof, and such liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or obligations.

7. Notices.

     Any notice or communications in respect of this Guaranty shall be in writing and shall be delivered personally, or sent by mail, fax transmission (to be affirmed in writing) or overnight air courier guaranteeing next-day delivery to the following address:

Beneficiary:

U.S. Bank National Association
Corporate Trust Services
100 Wall Street, 16th Floor
New York, New York 10005
Facsimile No.: (212) 809-5459

Attention:           Thomas E. Tabor, Vice President

Guarantor:

Industrias Fronterizas HLI, S.A. de C.V.
c/o Hayes Lemmerz International Inc.
15300 Centennial Drive
Northville, Michigan 48168
Facsimile No.: (734) 737-2069

Attention:           General Counsel

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8. Headings.

     The section headings contained herein are for convenience of reference only, are not part of this Guaranty and shall not affect the construction of, or be taken into consideration in interpreting, this Guaranty.

9. Severability.

     Any provision of this Guaranty, which may be determined by competent authority to be prohibited or unenforceable in the jurisdiction of such competent authority, as to such jurisdiction, shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each such invalid or unenforceable provision will be ineffective only to the extent of such invalidity or unenforceability.

10. Assignment.

     The Beneficiary shall be entitle to assign or transfer all or any part of its rights hereunder to any successor to the Trustee that is acting as Trustee under the Indenture without the consent of the Guarantor.

11. Amendments.

     No amendments nor modification of this Guaranty, shall be in any event be effective without the written concurrence of the Trustee and the Guarantor. In the event the Beneficiary considers because of the circumstances is necessary to grant a new guaranty the Guarantor accepts to modify the terms and conditions of this Guaranty and grant a new one.

12. Governing Law.

     This Guaranty and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the United Mexican States.

     The parties hereby irrevocably submit to the jurisdiction of the competent courts sitting in Mexico City, Federal District.

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     IN WITNESS WHEREOF, Guarantor has executed this Guaranty by its duly authorized officer as of the day first above written.

INDUSTRIAS FRONTERIZAS HLI, S.A. DE C.V.
/s/ Daniel M. Sandberg
Name:	Daniel M. Sandberg
Title:	President

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EX-10.23

Exhibit 10.23

JOINT AND SEVERAL GUARANTY

In Barcelona, on 30 October, 2007.

WITNESSETH

I.	Whereas, pursuant to the Indenture, dated as of May 30, 2007 (as amended, modified or supplemented from time to time, the “Indenture”) between Hayes Lemmerz Finance LLC – Luxembourg S.C.A., (the “Issuer”) and U.S. Bank, National Association, as Trustee (in such capacity, the “Trustee”), the Issuer has issued its 8.25% Senior Notes due 2015 in the aggregate principal amount of €130,000,000 (the “Notes”);
	Capitalized terms used and not specifically defined herein shall have the meaning ascribed to them in the Indenture;
II.	Whereas, the Issuer is the sole shareholder of HLI Luxembourg S.a.r.l. and HLI Luxembourg S.a.r.l. is the sole shareholder of HLI European Holdings ETVE, S.L. (the “Guarantor”); and
III.	Whereas, as a member of the same economic group as the Issuer, the Guarantor shall receive substantial direct and indirect economic and non-economic benefits from the issuance of the Notes by the Issuer pursuant to the Indenture and it is in the corporate interest of the Guarantor party hereto to make this Guaranty;

Now, therefore, in consideration of the premises and for other good and valuable consideration, the Guarantor has executed this joint and several guaranty (hereinafter, the “Agreement”), which it hereby does, subject to the following:

CLAUSES

1.	CREATION AND NATURE OF THE GUARANTEE
1.1	The Guarantor, by means of this Agreement, hereby personally, unconditionally and irrevocably, as a primary obligor, guarantees to the Trustee, acting in its own name and behalf and in the name and for the benefit of the holder of the Notes, the due and punctual payment and performance by the Issuer of the Guaranteed Obligations, as defined below (hereinafter, the “Guaranty”).
1.2	The Guaranty of the Guarantor hereunder constitutes a single obligation which entails the obligation to pay the amount due at any given time by the Issuer under the Indenture and the Notes (the “Guaranteed Obligations”).
1.3	The Guarantor agrees that, if any payment made by the Issuer or any other person and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise

required to be refunded or repaid, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to the foregoing, this Guaranty shall have been cancelled or surrendered , this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment.

1.4 The Guaranty granted in this Agreement is personal, joint and several, unconditional, abstract, autonomous and may be enforced upon first demand, for which reason the Guarantor may not question whether or not the Guaranteed Obligations have been fulfilled. Furthermore, the Guarantor expressly waives the benefits of order, division and exemption (beneficios de orden, división y excusión).

1.5 The obligations of the Guarantor hereunder shall exclude, and shall not be or be construed as, any guarantee, indemnity, obligation, security or liability to the extent that such guarantee, indemnity, obligation, security or liability would constitute unlawful financial assistance within the meaning of the Spanish Corporation Acts (Ley de Sociedades Anónimas or Ley de Sociedades de Responsabilidad Limitada, as applicable), but only to such extent.

2. OBLIGATIONS OF THE GUARANTOR

2.1 In the event of failure by the Issuer to perform any of the Guaranteed Obligations, the Guarantor undertakes to make, upon first, simple demand by the Trustee, payment of any amount owed by the Issuer under the Guaranteed Obligations pursuant to the Indenture and the Notes (each document requiring a payment delivered by the Trustee to the Guarantor hereunder, a “Payment Demand”).

2.2 All payments arising under this Guaranty shall be made by payment to the account indicated by the Trustee in the Payment Demand promptly following the receipt thereof.

3. ENFORCEMENT OF THE GUARANTY

3.1 Upon the non fulfillment by the Issuer of any of its obligations under the Indenture or the Notes, the Trustee may, in its absolute discretion, take all necessary action to enforce the rights and obligations conferred by this Guaranty and ensure the due and punctual payment and performance of the Guaranteed Obligations.

4. TERM, EXTENSION AND INDEPENDENCE OF THE GUARANTY

4.1 The Guaranty provided herein enters into effect upon the execution and delivery hereof and shall be valid and effective until complete fulfillment of (or discharge of) the Guaranteed Obligations under the Indenture and the Notes, on which date it shall automatically cease to have effect without the need for compliance with any formalities, subject to section 1 above.

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4.2 The Guaranty granted hereby shall also extend to any extension of time which may be validly agreed with respect to the final maturity date of the Guaranteed Obligations under the Indenture and the Notes by or on behalf of the parties thereto. Likewise, the Guarantor hereby and henceforth consents, for all purposes, to any modifications of the conditions of the Indenture and the Notes which may be validly agreed as provided therein. The Guaranty will maintain its full force and effect in spite of any such modification.

4.3 The clauses of this Guaranty are independent among themselves, in such a manner that if any of them should be considered invalid, in whole or in part, the remaining ones shall remain valid and enforceable pursuant to their terms.

4.4 The Guaranty established in this Agreement is granted by the Guarantor separately from and without prejudice to the granting or enforcement of any other guarantees which may additionally guarantee the Guaranteed Obligations of the Issuer under the Indenture and the Notes now or in the future.

4.5 The Trustee may enforce this Guaranty without first making demand on, or taking any proceedings against the Issuer or resorting to any other guarantee or other means of payment.

5. NO DEDUCTIONS

5.1 Each payment to be made by the Guarantor to the Trustee shall be made in full, without set-off or counterclaim and free and clear of and without any withholding, deduction or set off whatsoever, including without limitation for or on account of any taxes unless the Guarantor is required by law to make such a payment subject to the deductions. All payments will be made in immediately available, freely transferable funds for value on the date specified in the Trustee’s demand to the Guarantor.

5.2 If the Guarantor is required by law to make a deduction or withholding from such payment, the relevant sum payable by the Guarantor shall be increased to the extent necessary to ensure that after the making of such deduction or withholding, the Trustee receives and retains (free from any liability in respect of any such deduction or withholding) an amount equal to the sum which the Trustee would have received and so retained had no such deduction or withholding been made or required to be made.

6. ASSIGNMENT

This Guaranty is provided for the benefit of the Trustee, acting in its own name and behalf and in the name and for the benefit of the holders of the Notes under the Indenture, as well as for the benefit of their successors or assignees.

7. SUBORDINATION

The Guarantor hereby agrees that any Indebtedness of the Issuer now or hereafter owing to the Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Guaranteed Obligations and

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that, except as permitted under Section 8.6 (Prepayment and Cancellation of Indebtedness) of the Second Amended and Restated Credit Agreement, dated as of May 30, 2007, as amended, modified, restated or supplemented in accordance with the terms thereof, among HLI Operating Company, Inc., the Issuer, Hayes Lemmerz International, Inc., the lenders and issuers party thereto from time to time, Citibank North America Inc., as administrative and the other agents party thereto, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Guaranteed Obligations have been paid in full and this Guaranty is terminated and of no further force or effect.

The Guarantor shall not accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing.

The Guarantor agrees to file all claims against the Issuer in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt.

If for any reason the Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, the Guarantor hereby irrevocably appoints the Trustee as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in the Guarantor’s name to file such claim.

8. DEFAULT; REMEDIES

The obligations of the Guarantor hereunder are independent of and separate from the Guaranteed Obligations. If any Guaranteed Obligation is not paid when due, or upon any Event of Default or upon any default by the Issuer as provided in any other instrument or document evidencing all or any part of the Guaranteed Obligations, the Trustee may, at its sole election, proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount or any portion of the Guaranteed Obligations then due, without first proceeding against the Issuer or any other guarantor of the Guaranteed Obligations, or joining the Issuers or any other guarantor in any proceeding against the Guarantor.

9. IRREVOCABILITY

This Guaranty shall be irrevocable as to the Guaranteed Obligations (or any part thereof) until the earlier of such time as (i) all monetary Guaranteed Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled, or (ii) this Guaranty is released as provided in the Indeture. Upon such cancellation or release of this Guaranty and at the written request of the Guarantor or its successors or assigns, and at the cost and expense of the Guarantor or its successors or assigns, the Trustee shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

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10. EXPENSES

All costs, expenses and taxes which may derive from the granting and enforcement of this Agreement, as well as from any modification or cancellation thereof, shall be paid by the Guarantor and shall be its exclusive responsibility.

11. NOTICES

11.1	All notices which must be sent to the Guarantor under this Guaranty, except if provided otherwise, shall be made by certified letter with acknowledgment of receipt.
11.2	For purposes of this Guaranty, the address of the Guarantor for such notices, summons and other required formalities shall be the following:
	For the Guarantor:
	HLI EUROPEAN HOLDINGS ETVE, S.L.
	Les Planes, 1A
	08970 Sant Joan Despí (Barcelona)
	España
	Attention: General Counsel
	With a copy to:
	HAYES LEMMERZ INTERNATIONAL, INC.
	15300 Centennial Drive
	Northville, Michigan 48167
	Fax : +1 734-737-2069
	Attention : General Counsel
11.3	Any change in the abovementioned addresses must be communicated to the Trustee by post with acknowledgment of receipt, and shall only take effect ten (10) calendar days after the date on which the Trustee receives the notice.

12. LAW AND JURISDICTION

This Guaranty shall be governed by Spanish law.

The Guarantor hereby irrevocably submits to the jurisdiction of the Courts and Tribunals of the city of Barcelona (Spain) for such matters as may arise in relation to the interpretation, validity or performance of the Guaranty, or the enforcement thereof.

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13. TAX REGIME

The transaction formalized in this Agreement must be considered a transaction subject to, but exempt from, V.A.T., in accordance with Article 20.1.18º.(f), of applicable Law.

The Guarantor express its agreement to and approval of the contents of this Agreement as drafted.

HLI EUROPEAN HOLDINGS ETVE, S.L.
By:

/s/ Patrick C. Cauley

Mr. Patrick C. Cauley

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EX-10.24

Exhibit 10.24

GUARANTY

     THIS GUARANTY, dated as of October 25, 2007 (the “Guaranty”), is made by Hayes Lemmerz Aluminio, S. de R.L. de C.V. together with its successors and permitted assigns, (the “Guarantor”), in favor of U.S. Bank, National Association, acting in its capacity as trustee under the Indenture (as defined below) and the holders of the Notes (as defined below) (together with their respective successors and permitted assigns, collectively, the “Beneficiary”).

     Pursuant to the Indenture, dated as of May 30, 2007 (as amended, modified or supplemented from time to time, the “Indenture”) executed by and between Hayes Lemmerz Finance, LLC –Luxembourg, S.C.V. (the “Issuer”) and U.S. Bank, National Association, in its capacity of trustee (the “Trustee”), the Issuer has issued its 8.25% Senior Notes due 2015 in the aggregate principal amount of €130,000,000 (the “Notes”).

     The Guarantor has agreed to execute and deliver the Guaranty in order to guarantee the payment and performance of the obligations of the Issuer under the Notes and the Indenture.

1. Representations.

     The Guarantor hereby represents to the Beneficiary that:

     (a) The Guarantor is a limited liability company of variable capital duly incorporated and validly existing under the laws of Mexico;

     (b) The Guarantor’s legal representative has been granted with the necessary powers in order to subscribe and grants this Guaranty, and to this day such powers have not been in anyway amended, restricted nor revoked; and

     (c) The Guarantor is a part of the economic group of the Issuer, as member of this group the Guarantor shall receive substantial direct and indirect economic and non-economic benefits form the issuance of the Notes by the Issuer pursuant to the Indenture and it is in the corporate interest of the Guarantor party hereto to make this guaranty,

2. Guaranty:

     The Guarantor hereby irrevocably, absolutely and unconditionally guarantees to the Beneficiary, in terms of Articles 2794, 2795, 2798, 2800 and other and other applicable of the Mexican Federal Civil Code, and the corresponding Articles of the federal entities of the United Mexican States, the prompt and punctual payment, performance or delivery when due of any and all present and future obligations regarding the obligations of the Issuer under the Notes and the Indenture, including but not limited to the payment of principal or interest, reimbursement of amounts drawn under fees, reasonable expenses, losses and reasonable lawyers fees that the Beneficiary may need, as consequence of an event of default as described in section 6.01 of the Indenture (the “Guaranteed Obligations”).

     In the event that any portion of the Guaranteed Obligations is paid by the Issuer, the obligations of the Guarantor hereunder shall continue and remain in full force and effect.

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     The Guarantor and, by their acceptance of the benefits of this Guaranty, the Beneficiary hereby confirm that it is their intention that this Guaranty and the obligations of the Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of any bankruptcy, insolvency, concurso mercantile, reorganization, liquidation or similar foreign, federal or state law to the extent applicable to this Guaranty and the obligations of the Guarantor hereunder. To effectuate the foregoing intention, the Guarantor and, by their acceptance of the benefits of this Guaranty, the Beneficiary hereby irrevocably agrees that the obligations of the Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in such obligations not constituting a fraudulent transfer or conveyance.

3. Obligations Unconditional.

     (a) Obligations Unconditional. Except as otherwise provided in the Indenture with respect to the release of guaranties and to the extent permitted by Mexican Law, the obligations of the Guarantor hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guaranty or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that: (a) this Guaranty is a personal guaranty of payment when due and not of collectibility; (b) the obligations of the Guarantor hereunder are independent of the obligations of the Issuer under the Indenture and the Notes and the obligations of any other guarantor and a separate action or actions may be brought and prosecuted against each guarantor whether or not any action is brought against the Issuer or any of such other guarantors and whether or not the Issuer is joined in any such action or actions; and (c) a payment of a portion, but not all, of the Guaranteed Obligations by the Guarantor or the Issuer or any third party shall in no way limit, affect, modify or abridge the liability of the Guarantor for any portion of the Guaranteed Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon the Guarantor and its successors and assigns except as otherwise provided in the Indenture.

     (b) Payments. All payments to be made hereunder by the Guarantor shall be made in Euros to an account as shall have been notified in advance by the Beneficiary to the Guarantor and shall be calculated and paid outside of the United Mexican States, without any deduction, payment of any taxes, duties or any quota that shall be paid as result of the payment. All the taxes shall be paid according to the legal applicable disposals. In the event the payment is reduced as consequence of the withholding or deduction, such additional amounts shall be included in the Guaranty, in order to ensure that the Beneficiary receives a net amount equal to the full amount which it would have received had such payment not been made subject to such deduction or whit holding.

     In the event the payment is paid to the Beneficiary in a different currency form Euros, the Guarantor shall pay the differences of the rate of exchange. The rate of exchange shall mean in this Guaranty the rate applicable to 11:00 am (New York City Time, U.S.A.), at the respective day, indicated to buy the Euros in New York City with the foreign currency.

4. Waiver.

     Upon the occurrence of an Event of Default (as described in section 6.01 of the Indenture) the Beneficiary at its entire discretion, may initiate a direct action without previous notice against the Guarantor to request the payment of the any amount of the Guaranteed Obligations. Guarantor hereby

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waives the rights and benefits of orden, excusión and división deriving to it from Articles 2816 section I and other applicable of the Mexican Federal Civil Code, and the corresponding Articles of the federal entities of the United Mexican States, which Articles are not reproduced herein inasmuch as each Guarantor hereby represents to be familiar with the contents thereof. Also, the Guarantor hereby waives as permitted by the laws the benefits pursuant in Articles 2814 and 2815 of the Mexican Federal Civil Code, and the corresponding Articles of the federal entities of the United Mexican States and other related articles.

5. Continuing Guaranty.

     This Guaranty is a continuing guaranty and shall remain in full force and effect until the earlier of (i) complete and indefeasible payment and satisfaction in full of the Guaranteed Obligations or (ii) the release of this Guaranty by the Beneficiary as provided in the Indenture.

6. Independent Liability.

     The Guarantor’s liability hereunder is independent of any other guarantees or other obligations at any time in effect in relation to the Guaranteed Obligations or any part thereof, and such liability hereunder may be enforced regardless of the existence, validity, enforcement or non-enforcement of any such other guarantees or obligations.

7. Notices.

     Any notice or communications in respect of this Guaranty shall be in writing and shall be delivered personally, or sent by mail, fax transmission (to be affirmed in writing) or overnight air courier guaranteeing next-day delivery to the following address:

Beneficiary:

U.S. Bank National Association
Corporate Trust Services
100 Wall Street, 16th Floor
New York, New York 10005
Facsimile No.: (212) 809-5459

Attention:          Thomas E. Tabor, Vice President

Guarantor:

Hayes Lemmerz Aluminio, S. de R.L. de C.V.
c/o Hayes Lemmerz International Inc.
15300 Centennial Drive
Northville, Michigan 48168
Facsimile No.: (734) 737-2069

Attention:           General Counsel

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8. Headings.

     The section headings contained herein are for convenience of reference only, are not part of this Guaranty and shall not affect the construction of, or be taken into consideration in interpreting, this Guaranty.

9. Severability.

     Any provision of this Guaranty, which may be determined by competent authority to be prohibited or unenforceable in the jurisdiction of such competent authority, as to such jurisdiction, shall be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Each such invalid or unenforceable provision will be ineffective only to the extent of such invalidity or unenforceability.

10. Assignment.

     The Beneficiary shall be entitle to assign or transfer all or any part of its rights hereunder to any successor to the Trustee that is acting as Trustee under the Indenture without the consent of the Guarantor.

11. Amendments.

     No amendments nor modification of this Guaranty, shall be in any event be effective without the written concurrence of the Trustee and the Guarantor. In the event the Beneficiary considers because of the circumstances is necessary to grant a new guaranty the Guarantor accepts to modify the terms and conditions of this Guaranty and grant a new one.

12. Governing Law.

     This Guaranty and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the United Mexican States.

     The parties hereby irrevocably submit to the jurisdiction of the competent courts sitting in Mexico City, Federal District.

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     IN WITNESS WHEREOF, Guarantor has executed this Guaranty by its duly authorized officer as of the day first above written.

HAYES LEMMERZ ALUMINIO, S. DE R.L. DE C.V.
/s/ John A. Salvette
Name:	John A. Salvette
Title: President

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EX-10.25

Exhibit 10.25

JOINT AND SEVERAL GUARANTY

In Barcelona, on 19 October, 2007.

WITNESSETH

I. Whereas, pursuant to the Indenture, dated as of May 30, 2007 (as amended, modified or supplemented from time to time, the “Indenture”) between Hayes Lemmerz Finance LLC – Luxembourg S.C.A., (the “Issuer”) and U.S. Bank, National Association, as Trustee (in such capacity, the “Trustee”), the Issuer has issued its 8.25% Senior Notes due 2015 in the aggregate principal amount of €130,000,000 (the “Notes”);

     Capitalized terms used and not specifically defined herein shall have the meaning ascribed to them in the Indenture;

II. Whereas, the Issuer is the sole shareholder of HLI Luxembourg S.a.r.l., HLI Luxembourg S.a.r.l. is the sole shareholder of HLI European Holdings ETVE, S.L. and HLI European Holdings ETVE, S.L. is the sole shareholder of HAYES LEMMERZ MANRESA, S.L. (the “Guarantor”); and

III. Whereas, as a member of the same economic group as the Issuer, the Guarantor shall receive substantial direct and indirect economic and non-economic benefits from the issuance of the Notes by the Issuer pursuant to the Indenture and it is in the corporate interest of the Guarantor party hereto to make this Guaranty;

Now, therefore, in consideration of the premises and for other good and valuable consideration, the Guarantor has executed this joint and several guaranty (hereinafter, the “Agreement”), which it hereby does, subject to the following:

CLAUSES

1. CREATION AND NATURE OF THE GUARANTEE

1.1 The Guarantor, by means of this Agreement, hereby personally, unconditionally and irrevocably, as a primary obligor, guarantees to the Trustee, acting in its own name and behalf and in the name and for the benefit of the holder of the Notes, the due and punctual payment and performance by the Issuer of the Guaranteed Obligations, as defined below (hereinafter, the “Guaranty”).

1.2 The Guaranty of the Guarantor hereunder constitutes a single obligation which entails the obligation to pay the amount due at any given time by the Issuer under the Indenture and the Notes (the “Guaranteed Obligations”).

1.3 The Guarantor agrees that, if any payment made by the Issuer or any other person and applied to the Guaranteed Obligations is at any time annulled, avoided, set

aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to the foregoing, this Guaranty shall have been cancelled or surrendered , this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment.

1.4 The Guaranty granted in this Agreement is personal, joint and several, unconditional, abstract, autonomous and may be enforced upon first demand, for which reason the Guarantor may not question whether or not the Guaranteed Obligations have been fulfilled. Furthermore, the Guarantor expressly waives the benefits of order, division and exemption (beneficios de orden, división y excusión).

1.5 The obligations of the Guarantor hereunder shall exclude, and shall not be or be construed as, any guarantee, indemnity, obligation, security or liability to the extent that such guarantee, indemnity, obligation, security or liability would constitute unlawful financial assistance within the meaning of the Spanish Corporation Acts (Ley de Sociedades Anónimas or Ley de Sociedades de Responsabilidad Limitada, as applicable), but only to such extent.

2. OBLIGATIONS OF THE GUARANTOR

2.1 In the event of failure by the Issuer to perform any of the Guaranteed Obligations, the Guarantor undertakes to make, upon first, simple demand by the Trustee, payment of any amount owed by the Issuer under the Guaranteed Obligations pursuant to the Indenture and the Notes (each document requiring a payment delivered by the Trustee to the Guarantor hereunder, a “Payment Demand”).

2.2 All payments arising under this Guaranty shall be made by payment to the account indicated by the Trustee in the Payment Demand promptly following the receipt thereof.

3. ENFORCEMENT OF THE GUARANTY

3.1 Upon the non fulfillment by the Issuer of any of its obligations under the Indenture or the Notes, the Trustee may, in its absolute discretion, take all necessary action to enforce the rights and obligations conferred by this Guaranty and ensure the due and punctual payment and performance of the Guaranteed Obligations.

4. TERM, EXTENSION AND INDEPENDENCE OF THE GUARANTY

4.1 The Guaranty provided herein enters into effect upon the execution and delivery hereof and shall be valid and effective until complete fulfillment of (or discharge of) the Guaranteed Obligations under the Indenture and the Notes, on which date it shall automatically cease to have effect without the need for compliance with any formalities, subject to section 1 above.

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4.2 The Guaranty granted hereby shall also extend to any extension of time which may be validly agreed with respect to the final maturity date of the Guaranteed Obligations under the Indenture and the Notes by or on behalf of the parties thereto. Likewise, the Guarantor hereby and henceforth consents, for all purposes, to any modifications of the conditions of the Indenture and the Notes which may be validly agreed as provided therein The Guaranty will maintain its full force and effect in spite of any such modification.

4.3 The clauses of this Guaranty are independent among themselves, in such a manner that if any of them should be considered invalid, in whole or in part, the remaining ones shall remain valid and enforceable pursuant to their terms.

4.4 The Guaranty established in this Agreement is granted by the Guarantor separately from and without prejudice to the granting or enforcement of any other guarantees which may additionally guarantee the Guaranteed Obligations of the Issuer under the Indenture and the Notes now or in the future.

4.5 The Trustee may enforce this Guaranty without first making demand on, or taking any proceedings against the Issuer or resorting to any guarantee or other means of payment.

5. NO DEDUCTIONS

5.1 Each payment to be made by the Guarantor to the Trustee shall be made in full, without set-off or counterclaim and free and clear of and without any withholding, deduction or set off whatsoever, including without limitation for or on account of any taxes unless the Guarantor is required by law to make such a payment subject to the deductions. All payments will be made in immediately available, freely transferable funds for value on the date specified in the Trustee’s demand to the Guarantor.

5.2 If the Guarantor is required by law to make a deduction or withholding from such payment, the relevant sum payable by the Guarantor shall be increased to the extent necessary to ensure that after the making of such deduction or withholding, the Trustee receives and retains (free from any liability in respect of any such deduction or withholding) an amount equal to the sum which the Trustee would have received and so retained had no such deduction or withholding been made or required to be made.

6. ASSIGNMENT

This Guaranty is provided for the benefit of the Trustee, acting in its own name and behalf and in the name and for the benefit of the holders of the Notes under the Indenture, as well as for the benefit of their successors or assignees.

7. SUBORDINATION

The Guarantor hereby agrees that any Indebtedness of the Issuer now or hereafter owing to the Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Guaranteed Obligations and

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that, except as permitted under Section 8.6 (Prepayment and Cancellation of Indebtedness) of the Second Amended and Restated Credit Agreement, dated as of May 30, 2007, as amended, modified, restated or supplemented in accordance with the terms thereof, among HLI Operating Company, Inc., the Issuer, Hayes Lemmerz International, Inc., the lenders and issuers party thereto from time to time, Citibank North America Inc., as administrative and the other agents party thereto, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Guaranteed Obligations have been paid in full and this Guaranty is terminated and of no further force or effect.

The Guarantor shall not accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing.

The Guarantor agrees to file all claims against the Issuer in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt.

If for any reason the Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, the Guarantor hereby irrevocably appoints the Trustee as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in the Guarantor’s name to file such claim.

8. DEFAULT; REMEDIES

The obligations of the Guarantor hereunder are independent of and separate from the Guaranteed Obligations. If any Guaranteed Obligation is not paid when due, or upon any Event of Default or upon any default by the Issuer as provided in any other instrument or document evidencing all or any part of the Guaranteed Obligations, the Trustee may, at its sole election, proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount or any portion of the Guaranteed Obligations then due, without first proceeding against the Issuer or any other guarantor of the Guaranteed Obligations, or joining the Issuer or any other guarantor in any proceeding against the Guarantor.

9. IRREVOCABILITY

This Guaranty shall be irrevocable as to the Guaranteed Obligations (or any part thereof) until the earlier of such time as (i) all monetary Guaranteed Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled, or (ii) this Guaranty is released as provided in the Indenture. Upon such cancellation or release of this Guaranty and at the written request of the Guarantor or its successors or assigns, and at the cost and expense of the Guarantor or its successors or assigns, the Trustee shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

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10. EXPENSES

All costs, expenses and taxes which may derive from the granting and enforcement of this Agreement, as well as from any modification or cancellation thereof, shall be paid by the Guarantor and shall be its exclusive responsibility.

11. NOTICES

11.1	All notices which must be sent to the Guarantor under this Guaranty, except if provided otherwise, shall be made by certified letter with acknowledgment of receipt.
11.2	For purposes of this Guaranty, the address of the Guarantor for such notices, summons and other required formalities shall be the following:
	For the Guarantor:
	HAYES LEMMERZ MANRESA, S.L.
	Carretera de Sant Joan de Vilatorrada s/n
	08240 Manresa (Barcelona)
	España
	Attention: General Counsel
	With a copy to:
	HAYES LEMMERZ INTERNATIONAL, INC.
	15300 Centennial Drive

	Northville, Michigan 48167
	Fax : +1 734-737-2069
	Attention : General Counsel
11.3	Any change in the abovementioned addresses must be communicated to the Trustee by post with acknowledgment of receipt, and shall only take effect ten (10) calendar days after the date on which the Trustee receives the notice.

12. LAW AND JURISDICTION

This Guaranty shall be governed by Spanish law.

The Guarantor hereby irrevocably submits to the jurisdiction of the Courts and Tribunals of the city of Barcelona (Spain) for such matters as may arise in relation to the interpretation, validity or performance of the Guaranty, or the enforcement thereof.

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13. TAX REGIME

The transaction formalized in this Agreement must be considered a transaction subject to, but exempt from, V.A.T., in accordance with Article 20.1.18º.(f), of applicable Law.

The Guarantor express its agreement to and approval of the contents of this Agreement as drafted.

Hayes Lemmerz Manresa, S.L.
By:

/s/ John Leonard Stephenson

Mr. John Leonard Stephenson

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EX-10.26

Exhibit 10.26

Guarantee Agreement

          This Guarantee Agreement (the “Guaranty”), dated as of October 22, 2007, by Hayes Lemmerz Fabricated Holdings B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands, with its official seat in Rotterdam, The Netherlands and registered address at Locatellikade 1 Parnassustoren, 1076 AZ Amsterdam, The Netherlands, registered under company number 24291035 (the “Guarantor”), in favor of U.S. Bank National Association), as trustee (in such capacity, the “Trustee”, and together with the holders of the Notes referred to below, each, a “Guarantied Party” and, collectively, the “Guarantied Parties”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to such terms in the Indenture referred to below.

          Whereas, pursuant to the Indenture, dated as of May 30, 2007 (as amended, modified or supplemented from time to time, the “Indenture”) between Hayes Lemmerz Finance LLC - Luxembourg S.C.A., (the “Issuer”) and the Trustee, the Issuer has issued its 8.25% Senior Notes due 2015 in the aggregate principal amount of €130,000,000 (the “Notes”); and

          Whereas, the Guarantor will receive substantial direct and indirect benefits from the making issuance of the Notes under the Indenture;

          Now, therefore, in consideration of the premises and for other valuable consideration, the Guarantor hereby agrees as follows:

          Section 1 Guaranty

          (a) The Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as an independent obligation and not as surety (borg) or a joint and several debtor (hoofdelijk medeschuldenaar), to each Guaranteed Party, the full and punctual payment when due, whether at stated maturity or earlier, by reason of acceleration, mandatory prepayment or otherwise, by the Issuer of all the Obligations owed to the Guaranteed Parties under the Indenture and the Notes (the “Guaranteed Obligations”), whether or not from time to time reduced or extinguished or hereafter increased or incurred, whether or not recovery may be or hereafter may become barred by any statute of limitations, whether or not enforceable as against the Issuer, whether now or hereafter existing, and whether due or to become due, including principal, interest, fees and costs of collection.

          (b) The Guarantor shall on first demand by the Trustee stating that the Issuer has defaulted in the performance of the Guaranteed Obligations, pay to the Trustee the amounts specified in the demand in a manner as described therein. The Trustee shall provide the Guarantor a copy of any notice required to be delivered to the Issuer pursuant to the Indenture with respect to the default or non-payment of the Issuer.

          (c) The Guarantor further agrees that, if (i) any payment made by the Issuer or any other person and applied to the Guaranteed Obligations is at any time annulled, avoided, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or (ii) the proceeds of any collateral are required to be returned by any Guarantied Party to the Issuer, its estate, trustee, receiver or any other party, including the Guarantor, under any bankruptcy law, equitable cause or any other requirement of law, then, to the extent of such payment or repayment, any the Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if the payment had

never been made. If, prior to any of the foregoing, this Guaranty shall have been cancelled or surrendered, this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment.

          (d) This Guaranty does not apply to any liability to the extent it would result in this Guaranty constituting unlawful financial assistance.

          Section 2 Authorization; Other Agreements

          The Trustee is hereby authorized, without notice to, or demand upon, the Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of the Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

          (a) subject to the limitations and requirements of the Indenture, supplement, renew, extend, accelerate or otherwise change the time for payment of, or other terms relating to, the Guaranteed Obligations, or any part of them;

          (b) waive or otherwise consent to noncompliance with any provision of any instrument evidencing the Guaranteed Obligations, or any part thereof, or any other instrument or agreement in respect of the Guaranteed Obligations now or hereafter executed by the Issuer and delivered to the Guarantied Parties or any of them;

          (c) accept partial payments on the Guaranteed Obligations;

          (d) subject to the limitations and requirements of the Indenture, settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations or accept, substitute, release, exchange or otherwise alter, affect or impair any other guaranty for the Guaranteed Obligations or any part of them, in any manner;

          (e) add, release or substitute any one or more other guarantors of the Guaranteed Obligations or any part of them and otherwise deal with the Issuer or any other guarantor;

          (f) apply to the Guaranteed Obligations any payment or recovery (x) from the Issuer, from any other guarantor of the Guaranteed Obligations or any part of them or (y) from the Guarantor in such order as provided herein, in each case whether such Guaranteed Obligations are guaranteed or not guaranteed by others;

          (g) refund at any time any payment received by any Guarantied Party in respect of any Guaranteed Obligation, and payment to such Guarantied Party of the amount so refunded shall be fully guaranteed hereby even though prior thereto this Guaranty shall have been cancelled or surrendered, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor hereunder in respect of the amount so refunded;

even if any right of reimbursement or subrogation or other right or remedy of the Guarantor is extinguished, affected or impaired by any of the foregoing (including any election of remedies by

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reason of any judicial, non-judicial or other proceeding in respect of the Guaranteed Obligations that impairs any subrogation, reimbursement or other right of the Guarantor).

          Section 3 Guaranty Absolute and Unconditional

          The Guarantor hereby waives any defense of a guarantor on any obligations arising in connection with or in respect of any of the following and hereby agrees that its obligations under this Guaranty are absolute and unconditional and shall not be discharged or otherwise affected as a result of any of the following:

          (a) the invalidity or unenforceability of any of the Issuer’s obligations under the Indenture or the Notes or any other agreement or instrument relating thereto, or other guaranty of the Guaranteed Obligations or any part of them;

          (b) the absence of any attempt to collect the Guaranteed Obligations or any part of them from the Issuer or other action to enforce the same;

          (c) any agreement or stipulation as to the provision of adequate protection in any bankruptcy proceeding;

          (d) any bankruptcy, suspension of payments, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Issuer, the Guarantor or any of the Issuers’ other Subsidiaries, including any discharge of, or bar or stay against collecting, any Guaranteed Obligation (or any part of them or interest thereon) in or as a result of any such proceeding;

          (e) failure by any Guarantied Party to file or enforce a claim against the Issuer or its estate in any bankruptcy or insolvency case or proceeding;

          (f) any action taken by any Guarantied Party if such action is authorized hereby; or

          (g) any other act that might in any manner or to any extent vary the risk of the Guarantor or any other grounds or circumstances that might otherwise constitute a legal defense or discharge of a surety or a guarantor.

          Section 4 Waivers and Recourse

          (a) The Guarantor hereby waives diligence, promptness, presentment, demand for payment or performance and protest and notice of protest, notice of acceptance and any other notice in respect of the Guaranteed Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Issuer. The Guarantor shall not, until the Guaranteed Obligations are irrevocably paid in full, assert any claim or counterclaim it may have against the Issuer or set off any of its obligations to the Issuer against any obligations of the Issuer to it. In connection with the foregoing, the Guarantor covenants that its obligations hereunder shall not be discharged, except by complete performance or by the release of this Guaranty prior thereto in accordance with the Indenture.

          (b) The Guarantor waives any right to require that a Guarantied Party at any time proceed against the Issuer.

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          (c) No Guarantor will be entitled to any right of a Guarantied Party by way of subrogation. To the extent necessary, the Guarantor hereby waives any entitlement to any such right and undertakes to refrain from exercising to such right.

          (d) The Guarantor waives any right it may have at any time under Articles 6:52, 6:262(1), 6:263(1) and 6:265(1) of the Dutch Civil Code, to the extent applicable.

          (e) To the extent possible, the Guarantor waives all rights and defenses which it has or may have by or pursuant to operation of law in respect of its obligations pursuant to this Section 4, including (without limitation) any rights and defences pursuant to Articles 6:139, 6:154 and 7:582 up to and including 7:856 of the Dutch Civil Code.

          (f) Until the Guaranteed Obligations have been irrevocably paid in full the Guarantor shall not be entitled to any right of recourse (regres) after a claim has been made or by virtue of any payment by it in respect of the Guaranteed Obligations. .

          Section 5 Reliance

          The Guarantor hereby assumes responsibility for keeping itself informed of the financial condition of the Issuer and any endorser and other guarantor of all or any part of the Guaranteed Obligations, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations, or any part thereof, that diligent inquiry would reveal, and the Guarantor hereby agrees that no Guarantied Party shall have any duty to advise the Guarantor of information known to it regarding such condition or any such circumstances. In the event any Guarantied Party, in its sole discretion, undertakes at any time or from time to time to provide any such information to the Guarantor, such Guarantied Party shall be under no obligation (a) to undertake any investigation not a part of its regular business routine, (b) to disclose any information that such Guarantied Party, pursuant to accepted or reasonable commercial finance or banking practices, wishes to maintain confidential or (c) to make any other or future disclosures of such information or any other information to the Guarantor.

          Section 6 Subordination

          The Guarantor hereby agrees that any Indebtedness of the Issuer now or hereafter owing to the Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Guaranteed Obligations and that, except as permitted under Section 8.6 (Prepayment and Cancellation of Indebtedness) of the Second Amended and Restated Credit Agreement, dated as of May 30, 2007, as amended, modified, restated or supplemented in accordance with the terms thereof, among HLI Operating Company, Inc., the Issuer, Hayes Lemmerz International, Inc., the lenders and issuers party thereto from time to time, Citibank North America Inc., as administrative and the other agents party thereto, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Guaranteed Obligations have been paid in full and this Guaranty is terminated and of no further force or effect. No Guarantor shall accept any payment of or on account of the Guarantor Subordinated Debt at any time in contravention of the foregoing. The Guarantor agrees to file all claims against the Issuer in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt. If for any reason a Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, the Guarantor hereby irrevocably appoints the Trustee as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in the Guarantor’s name to file such claim.

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          Section 7 Default; Remedies

          The obligations of the Guarantor hereunder are independent of and separate from the Guaranteed Obligations. If any Guaranteed Obligation is not paid when due, or upon any Event of Default or upon any default by the Issuer as provided in any other instrument or document evidencing all or any part of the Guaranteed Obligations, the Trustee may, at its sole election, proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount or any portion of the Guaranteed Obligations then due, without first proceeding against the Issuer or any other guarantor of the Guaranteed Obligations, or joining the Issuer or any other guarantor in any proceeding against the Guarantor. At any time after maturity of the Guaranteed Obligations, the Trustee may (unless the Guaranteed Obligations have been irrevocably paid in full), without notice to the Guarantor apply toward the payment of the Guaranteed Obligations (a) any indebtedness due or to become due from any Guarantied Party to the Guarantor and (b) any moneys, credits or other property belonging to the Guarantor at any time held by or coming into the possession of any Guarantied Party or any of its respective Affiliates.

          Section 8 Irrevocability

          This Guaranty shall be irrevocable as to the Guaranteed Obligations (or any part thereof) until the earlier of such time as (i) all monetary Guaranteed Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled, or (ii) this Guaranty is released as provided in the Indenture. Upon such cancellation or release of this Guaranty and at the written request of the Guarantor or its successors or assigns, and at the cost and expense of the Guarantor or its successors or assigns, the Trustee shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

          Section 9 Setoff

          (a) Upon the occurrence and during the continuance of an Event of Default, each Guarantied Party and each Affiliate of a Guarantied Party may, without notice to the Guarantor, appropriate and apply toward the payment of all or any part of the Guaranteed Obligations then due and payable (a) any indebtedness due or to become due from such Guarantied Party or Affiliate to the Guarantor and (b) any moneys, credits or other property belonging to the Guarantor, at any time held by, or coming into, the possession of such Guarantied Party or Affiliate.

          (b) All sums payable by a Guarantor under this Guaranty, whether in respect of principal, interest, fees or otherwise, shall be paid free and clear and without set-off or counterclaim or any deduction or withholding, for or on account of any present or future taxes of, duties or governmental charges of whatever nature imposed. If any such deduction or withholding shall be required to be made the Guarantor shall be obligated pursuant to the provisions of this sub-Section to pay to the Guarantied Parties the same net amount as the Guarantied Parties would have been entitled to receive in the absence of such deduction or withholding.

          Section 10 Enforcement; Amendments; Waivers

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          No delay on the part of any Guarantied Party in the exercise of any right or remedy arising under this Guaranty, the Indenture, the Notes or otherwise with respect to all or any part of the Guaranteed Obligations, or any other guaranty of all or any part of the Guaranteed Obligations shall operate as a waiver thereof, and no single or partial exercise by any such Person of any such right or remedy shall preclude any further exercise thereof. No modification or waiver of any provision of this Guaranty shall be binding upon any Guarantied Party, except as expressly set forth in a writing duly signed and delivered by the Guarantor. Failure by any Guarantied Party at any time or times hereafter to require strict performance by the Issuer, the Guarantor, any other guarantor of all or any part of the Guaranteed Obligations or any other Person of any provision, warranty, term or condition contained in the Indenture or the Notes shall not waive, affect or diminish any right of any Guarantied Party at any time or times hereafter to demand strict performance thereof and such right shall not be deemed to have been waived by any act or knowledge of any Guarantied Party, or its respective agents, officers or employees, unless such waiver is contained in an instrument in writing, directed and delivered to the Issuer or such Guarantor, as applicable, specifying such waiver, and is signed by the party or parties necessary to give such waiver under the Indenture and the Notes. No waiver of any Event of Default by any Guarantied Party shall operate as a waiver of any other Event of Default or the same Event of Default on a future occasion, and no action by any Guarantied Party permitted hereunder shall in any way affect or impair any Guarantied Party’s rights and remedies or the obligations of the Guarantor under this Guaranty. Any determination by a court of competent jurisdiction of the amount of any principal or interest owing by the Issuer to a Guarantied Party shall be conclusive and binding on the Guarantor irrespective of whether such Guarantor was a party to the suit or action in which such determination was made.

          Section 11 Successors and Assigns

          This Guaranty shall be binding upon the Guarantor and upon the successors and assigns of the Guarantor and shall inure to the benefit of the Guarantied Parties and their respective successors and assigns; all references herein to the Issuer and to the Guarantor shall be deemed to include their respective successors and assigns. The successors and assigns of the Guarantor and the Issuer shall include, without limitation, their respective receivers, trustees and debtors-in-possession (as applicable).

          Section 12 Representations and Warranties; Covenants

          The Guarantor hereby agrees to take, or refrain from taking, as the case may be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor.

          Section 13 Governing Law

          This Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of The Netherlands.

          Section 14 Submission to Jurisdiction

          (a) The Guarantor agrees that the competent courts of Amsterdam in The Netherlands shall have jurisdiction with regard to any and all disputes which may arise out of or in connection with this Guaranty.

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          (b) Nothing contained in this Section 14 (Submission to Jurisdiction) shall affect the right of the Trustee or any other Guarantied Party to serve process in any other manner permitted by law or commence legal proceedings or otherwise proceed against a Guarantor in any other jurisdiction.

          Section 15 Changes to the Parties

          The Guarantied Party has the right to assign or otherwise transfer any of its rights (overdracht van vorderingen) under or in connection with this Guaranty and the Guarantor agrees and consents to any assignment or transfer in advance. Any such transfer may include a transfer of the right to invoke this Guaranty.

          Section 16 Notices

          (a) All notices which must be sent to the Guarantor under this Guaranty, except if provided otherwise, shall be made by certified letter with acknowledgment of receipt. For purposes of this Guaranty, the address of the Guarantor for such notices, summons and other required formalities shall be the following:

For the Guarantor:

HAYES LEMMERZ FABRICATED HOLDINGS B.V.
Locatellikade 1 Parnassustoren
1076 AZ Amsterdam,
The Netherlands
Attention: Managing Director

With a copy to:

HAYES LEMMERZ INTERNATIONAL, INC.
15300 Centennial Drive
Northville, Michigan 48167
Fax : +1 734-737-2069
Attention : General Counsel

          (b) Any change in the abovementioned addresses must be communicated to the Trustee by post with acknowledgment of receipt, and shall only take effect ten (10) calendar days after the date on which the Trustee receives the notice.

          Section 17 Severability

          Wherever possible, each provision of this Guaranty shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Guaranty shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Guaranty.

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          Section 18 Costs and Expenses

          The Guarantor agrees to pay or reimburse the Trustee upon demand for all out-of-pocket costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel and costs of settlement), incurred by the Trustee in enforcing this Guaranty or exercising or enforcing any other right or remedy available in connection herewith or therewith.

[Signature Pages Follow]

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          The undersigned has caused this Guaranty to be duly executed and delivered as of the date first above written.

GUARANTOR: HAYES LEMMERZ FABRICATED HOLDINGS B.V.
/s/ Anneke Hooiveld                              /s/ Peggy Gunn
Name:	Executive Management Trust B.V.
Title:	Director

EX-10.27

Exhibit 10.27

GUARANTY

(“CONTRATO DE FIANÇA”)

Borlem Alumínio S.A., a corporation duly organized and existing under the laws of Brazil, with head office at Avenida Alexandre Gusmão, No. 834, Parque Capuava, in the City of Santo André, State of São Paulo, Brazil, enrolled with National Registry of Public Entities (CNPJ) under No. 02.234.234/0001-29 (“Guarantor”) herein duly represented by its undersigned legal representative.

WHEREAS:

I. Pursuant to the Indenture, dated as of May 30, 2007 (as amended, modified or supplemented from time to time, the “Indenture”) between Hayes Lemmerz Finance LLC — Luxembourg S.C.A., (the “Issuer”) and U.S. Bank, National Association, as Trustee (in such capacity, the “Trustee”), the Issuer has issued its 8.25% Senior Notes due 2015 in the aggregate principal amount of €130,000,000 (the “Notes”);

II. As a member of the same economic group as the Issuer, the Guarantor shall receive substantial direct and indirect economic and non-economic benefits from the issuance of the Notes by the Issuer pursuant to the Indenture and it is in the corporate interest of the Guarantor party hereto to make this Guaranty;

III. The Guarantor has agreed to execute and deliver this Guaranty (“Contrato de Fiança”) in order to guarantee the payment and performance of the obligations of the Issuer under the Notes and the Indenture.

NOW, THEREFORE, based upon the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Guarantor hereby agrees as follows:

     Defined Terms.

     Capitalized terms used and not otherwise defined in this Guaranty are used herein with the same meanings ascribed to such terms in the Indenture. All terms defined in this Guaranty shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto.

     Any reference in this Guaranty to “continuing” in relation to an Event of Default shall be construed as meaning that the relevant Event of Default has not been remedied (if capable of remedy), cured (if capable of cure), waived (in which case such waiver shall be in writing) or otherwise terminated.

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     1. Guaranty. The Guarantor irrevocably and unconditionally guarantees, as primary obligor (principal pagador) and not merely as surety, waiving any benefit of order, the due and punctual payment in full of all Guaranteed Obligations (as hereinafter defined) when the same shall become due, whether at stated maturity, by acceleration, demand or otherwise. The term “Guaranteed Obligations” is used herein in its most comprehensive sense and includes any and all obligations of every nature of the Issuer from time to time owed under the Indenture or the Notes, whether for principal, interest, reimbursement of amounts drawn under fees, expenses, indemnification or otherwise, and all other obligations of the Issuer under such document, whether absolute or contingent, liquidated or unliquidated, and however arising under or in connection with the Indenture, the Notes or this Guaranty.

     In the event that any portion of the Guaranteed Obligations is paid by the Issuer, the obligations of the Guarantor hereunder shall continue and remain in full force and effect until the full payment of all Guaranteed Obligations.

     Subject to the other provisions of this Section 1, upon the failure of the Issuer to pay any of the Guaranteed Obligations when and as the same shall become due, the Guarantor will upon demand pay, or cause to be paid, in cash, to the Trustee for the benefit of the holder of the Notes, an amount equal to the aggregate of the unpaid Guaranteed Obligations.

     2. Guaranty Absolute; Continuing Guaranty. Except as otherwise provided in the Indenture with respect to the release of guaranties, the obligations of the Guarantor hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guaranty or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, the Guarantor agrees that: (a) this Guaranty is a guaranty of payment when due and not of collectibility; (b) the obligations of the Guarantor hereunder are independent of the obligations of the Issuer under the Indenture and the Notes and the obligations of any other guarantor and a separate action or actions may be brought and prosecuted against each guarantor whether or not any action is brought against the Issuer or any of such other guarantors and whether or not the Issuer is joined in any such action or actions; and (c) a payment of a portion, but not all, of the Guaranteed Obligations by the Guarantor or the Issuer or any third party shall in no way limit, affect, modify or abridge the liability of the Guarantor for any portion of the Guaranteed Obligations that has not been paid. This Guaranty is a continuing guaranty and shall be binding upon the Guarantor and its successors and assigns except as otherwise provided in the Indenture.

     3. Actions by the Guaranteed Parties. The Trustee and the holders of the Notes (collectively, the “Guaranteed Parties”) may from time to time, without notice or demand and without affecting the validity or enforceability of this Guaranty or

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giving rise to any limitation, impairment or discharge of the Guarantor’s liability hereunder, in accordance with the terms and conditions of the Indenture and the Notes, (a)  accelerate the Guaranteed Obligations, (b) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations, (c) request and accept other guaranties of the Guaranteed Obligations, (d) release, exchange, compromise, subordinate or modify, with or without consideration, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person with respect to the Guaranteed Obligations, and (e)  exercise any other rights available to the Guaranteed Parties under the Indenture or the Notes.

     4. No Discharge. This Guaranty and the obligations of the Guarantor hereunder shall be valid and enforceable and shall not be subject to any limitation, impairment or discharge for any reason (other than payment in full of the Guaranteed Obligations), including without limitation the occurrence of any of the following, whether or not the Guarantor shall have had notice or knowledge of any of them: (a) any failure to assert or enforce or agreement not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of the Guaranteed Obligations, (b) any waiver or modification of, or any consent to departure from, any of the terms or provisions of the Indenture or the Notes or any agreement or instrument executed pursuant thereto, or of any other guaranty of the Guaranteed Obligations, (c) the application of payments received from any source to the payment of indebtedness other than the Guaranteed Obligations, even though the Guaranteed Parties might have elected to apply such payment to any part of the Guaranteed Obligations, and (d) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of the Guarantor as an obligor in respect of the Guaranteed Obligations.

     5. Waivers. The Guarantor waives, for the benefit of the Guaranteed Parties: (a) any right to require the Guaranteed Parties, as a condition of payment or performance by the Guarantor, to (i) proceed against the Issuer, any other guarantor of the Guaranteed Obligations or any other Person, (ii) proceed against held from the Issuer, any other guarantor of the Guaranteed Obligations or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of the Guaranteed Parties in favor of the Issuer or any other Person, or (iv) pursue any other remedy in the power of the Guaranteed Parties; (b) (i) any rights to set-offs, recoupments and counterclaims, and (ii) promptness or diligence; (c) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance of this Guaranty, notices of default or early termination under this Guaranty, the Indenture or the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of

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any extension of credit to the Issuer and notices of any of the matters referred to in Sections 3 and 4 and any right to consent to any thereof; and (d) any benefit of order or right set forth in articles 366, 827, 834 to 839 of the Brazilian Civil Code, and articles 77 and 595 of the Brazilian Civil Procedure Code.

     6. The Guarantor’ Rights of Subrogation, Contribution, etc.; Subordination of Other Obligations. The Guarantor waives any claim, right or remedy, direct or indirect, that the Guarantor now has or may hereafter have against the Issuer or any of its assets in connection with this Guaranty or the performance by the Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that the Guarantor now has or may hereafter have against the Issuer, and (b) any right to enforce, or to participate in, any claim, right or remedy that the Guaranteed Parties now have or may hereafter have against the Issuer. The Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification the Guarantor may have against the Issuer, and any rights of contribution that the Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights that the Guaranteed Parties may have against the Issuer, , and to any right that the Guaranteed Parties may have against such other guarantor.

     Except for labor, social security or tax related debts, any indebtedness of the Issuer now or hereafter held by the Guarantor is subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness of the Issuer to the Guarantor collected or received by the Guarantor after an Event of Default has occurred and is continuing, and any amount paid to the Guarantor on account of any subrogation, reimbursement, indemnification or contribution rights referred to in the preceding paragraph when all Guaranteed Obligations have not been paid in full, shall be held in trust for the Guaranteed Parties on behalf of the Guaranteed Parties and shall forthwith be paid over to the Trustee for the benefit of the holders of the Notes to be credited and applied against the Guaranteed Obligations.

     7. Expenses. The Guarantor agrees to pay, or cause to be paid, on demand, and to save the Guaranteed Parties harmless against liability for (i) any and all reasonable costs and expenses (including registration fees, fees, costs of settlement, and disbursements of counsel and allocated costs of internal counsel) incurred or expended by the Guaranteed Parties in connection with the enforcement of or preservation of any rights under this Guaranty and (ii) any and all reasonable costs and expenses (including those arising from rights of indemnification) required to be paid by the Guarantor under the provisions of the Indenture or the Notes.

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     8. Financial Condition of the Issuer. The Guaranteed Parties shall have no obligation, and the Guarantor waives any duty on the part of the Guaranteed Parties, to disclose or discuss with the Guarantor its assessment, or the Guarantor’s assessment, of the financial condition of the Issuer or any matter or fact relating to the business, operations or condition of the Issuer. The Guarantor has adequate means to obtain information from the Issuer on a continuing basis concerning the financial condition of the Issuer and its ability to perform its obligations under the Indenture and the Notes, and the Guarantor assumes the responsibility for being and keeping informed of the financial condition of the Issuer and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.

     9. Representations and Warranties. The Guarantor makes, for the benefit of the Guaranteed Parties, the following representations and warranties:

     (i) the Guarantor is a corporation (sociedade por ações) duly organized and validly existing under the laws of Brazil, and that has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted;

     (ii) the Guarantor has all requisite power and authority, corporate and otherwise, to execute, deliver and perform this Guaranty in favor of the Guaranteed Parties;

     (iii) the execution, delivery, and performance of this Guaranty have been duly authorized by all necessary corporate actions on the part of the Guarantor, and do not and will not (a) violate any provision of its By-laws, or (b) conflict with, result in a breach of, or constitute (or, with the giving of notice or lapse of time or both, would constitute) a default under, or, except for consents and approvals that have been obtained and are in full force and effect, require the approval or consent of any person pursuant to any material contractual obligation of the Guarantor, or (c) violate any applicable law binding on the Guarantor;

     (iv) the execution, delivery and performance by the Guarantor of this Guaranty does not require any Governmental authorization;

     (v) this Guaranty constitutes a legal, valid, and binding obligation, enforceable in accordance with its terms against the Guarantor, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors’ rights generally; and

     (vi) the Guarantor has full knowledge of all terms and conditions of the Indenture and the Notes, including but not limited to the basic terms of the Guaranteed Obligations.

     10. [RESERVED].

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     11. Amendments and Waivers. No amendment, modification, termination or waiver of any provision of this Guaranty, and no consent to any departure by the Guarantor therefrom, shall in any event be effective without the written concurrence of the Trustee and, in the case of any such amendment or modification, the Guarantor. Any such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

     12. Miscellaneous. It is not necessary for the Guaranteed Parties to inquire into the capacity or powers of the Guarantor or the Issuer or the officers, directors or any agents acting or purporting to act on behalf of any of them.

     The rights, powers and remedies given to the Guaranteed Parties by this Guaranty are cumulative and shall be in addition to and independent of all rights, powers and remedies given to the Guaranteed Parties by virtue of any statute or rule of law or in the Indenture or the Notes or in any agreement between the Guarantor and the Guaranteed Parties or between the Issuer and the Guaranteed Parties. Any forbearance or failure to exercise, and any delay by the Guaranteed Parties in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

     In case any provision in or obligation under this Guaranty shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

     THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE GUARANTOR AND THE GUARANTEED PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH BRAZILIAN LAW.

     This Guaranty shall inure to the benefit of the Guaranteed Parties and their respective successors and assigns.

     ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE GUARANTOR ARISING OUT OF OR RELATING TO THIS GUARANTY MAY BE BROUGHT IN COURT OF COMPETENT JURISDICTION IN THE CITY OF SÃO PAULO, AND BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE GUARANTOR ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS GUARANTY.

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The Guarantor has caused this Guaranty to be duly executed in four (4) identical counterparts, in the presence of the two (2) undersigned witnesses.

São Paulo, October 18, 2007.

/s/ David Kasul	/s/ Giovanni Sesso
Borlem Alumínio S.A.
Name:David Kasul	Name: Giovanni Sesso
Title: President	Title: Vice President

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EX-10.28

Exhibit 10.28

GUARANTEE

To:

U.S. Bank National Association, with its registered address at 100 Wall Street, 16th Floor, New York, New York 10005 incorporated under the laws of the United States.

We, Hayes Lemmerz Alukola, s.r.o., with its registered address at Ostrava — Kunčice, Vratimovská 704, Postal Code: 70700, Czech Republic, IČ (Company Id. No.): 25823621, registered in the Commercial Register maintained by the Regional Court in Ostrava, section C, inlet 19348, issue the following Guarantee (“Guarantee”):

Art. I
Introductory Provisions

1. For the purposes of this Guarantee, the terms set forth in this Article shall have the following meanings:

“Guarantee” shall mean this Guarantee.

“Guarantor” shall mean Hayes Lemmerz Alukola, s.r.o., a limited liability company incorporated under the laws of the Czech Republic, with its registered address at Ostrava — Kunčice, Vratimovská 704, Postal Code: 70700, Czech Republic.

“Business Day” shall mean a day on which banks are generally open for business and interbank transactions are settled in the Czech Republic. In the event that such reference relates to a date for the payment of a sum which is denominated in a currency other than Czech Crowns, a Business Day shall mean any day on which banks are generally open for business and interbank transactions are settled in the Czech Republic and in the principal financial center in respect of the currency in which such sums payable are denominated. For the purposes hereof, the term “principal financial center” shall mean the marketplace on which interest rates are primarily listed for, and transactions primarily settled in, such other currency.

“Debtor” shall mean Hayes Lemmerz Finance LLC-Luxembourg S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg, with its registered address at 174, route de Longwy, L-1940, Grand Duchy of Luxembourg.

“Guarantee Declaration” shall mean the declaration of the Guarantor in Article II.1.

“Parties” shall mean both the Trustee and the Guarantor.

“Guaranteed Agreement” shall mean collectively, (i) the Indenture entered into by and between the Trustee and the Debtor, as issuer, on May 30, 2007, with the final repayment date on May 30, 2015 at 11:00 a.m. London time, and (ii) the Debtor’s 8.25% Senior Notes due 1015 issued thereunder.

“Trustee” shall mean U.S. Bank National Association, with its registered address at 100 Wall Street, 16th Floor, New York, New York 10005. The Trustee acts as a trustee of holders of notes issued under the Guaranteed Agreement.

“Guaranteed Obligations” shall mean any and all monetary claims, current or future, conditional or unconditional, of the Trustee and against the Debtor and arising from, or in connection with the breach or invalidity of, the Guaranteed Agreement, or by virtue of the termination of the Guaranteed Agreement by notice by any of the parties thereto. The guarantee shall also apply to any and all accessories of the Guaranteed Obligations, including, without limitation, any interest, default interest, and costs incidental to enforcement of any Guaranteed Obligations. For the avoidance of doubt, the Parties have agreed that the Guaranteed Obligations shall also mean and include any and all claims that the Trustee may have in connection with the payment of any damages relating to the Guaranteed Agreement. In the event that the Guaranteed Agreement is invalid, the Guaranteed Obligations shall also mean and include any amounts received by the Debtor as unjust enrichment in connection with the Trustee’s performance under such invalid Guaranteed Agreement and the claims (if any) that the Trustee may have for damages. In addition, the guarantee shall apply to any and all claims that the Trustee may have in connection with the rescission of the Guaranteed Agreement by any of the parties thereto.

2. Unless the context indicates otherwise, a term defined in this Guarantee in the singular shall also include the plural and vice versa.

Art. II
Guarantee Declaration

1. In accordance with the provisions of Section 303 et seq. of Act No. 513/1991, Coll., the Commercial Code, as amended, the Guarantor hereby declares that if the Debtor fails to duly and timely perform the Guaranteed Obligations or any part thereof it shall satisfy the Guaranteed Obligations to the Trustee.

Art. III
Purpose of Guarantee

1. The Guarantor agrees that the Trustee shall be entitled to request the performance of the Debtor’s due obligations to the Trustee by the Guarantor and shall not be required to first demand such performance by the Debtor. Within ten (10) Business Days from the delivery of the Trustee’s notice to perform to the Guarantor, the Guarantor shall pay into an account designated by the Trustee an amount equal to all due and payable Debtor’s obligations that have not been duly

and timely paid by the Debtor and the performance of which was guaranteed by the Guarantor under the Guarantee Declaration.

2. The Guarantor declares that it is aware of (i) the contents of the obligations the performance of which it guarantees under the Guarantee Declaration, and (ii) any and all of its rights and obligations arising from or in connection with the guarantee.

Art. IV
Representations and Covenants of the Guarantor

1. In the legal relationship with the Trustee hereunder, the Guarantor represents that it acts as entrepreneur — legal entity within the scope of its business.

2. The Guarantor shall provide the Trustee with its annual financial statement no later than 10 Business Days after its approval by the general meeting of the Guarantor.

Art. V
Final Provisions

1. The parties acknowledge that the transaction contemplated by this Agreement falls within the scope of transactions for which Section 196a of Act No. 513/1991 Coll., as amended, requires an expert valuation (the “Expert Valuation”) and approval by the general meeting of the Guarantor. General meeting of the Guarantor approved the transaction contemplated by this Guarantee on September 27, 2007. The Expert Valuation has been prepared on August 24, 2007. The Debtor agrees to pay to the Guarantor the value of extending the guarantee in accordance with this Guarantee as determined by the Expert Valuation within 10 Business Days of the date of this Guarantee.

2. In the event that any provision of this Guarantee is, will become, or is determined to be invalid or unenforceable, such invalidity or unenforceability shall not (to the fullest extent permitted by applicable law) affect the validity or enforceability of the remaining provisions hereof. In such event, the Guarantor agrees to replace the invalid or unenforceable provision with a valid and enforceable one which will achieve the same economic result (to the maximum extent permitted by applicable law) as is the intent of the provision to be so replaced.

3. This Guarantee is executed in four (4) counterparts of which the Guarantor and the Trustee shall each receive two (2) counterparts.

4. All and any changes or amendments to this Guarantee shall be made in the form of a written amendment signed by the duly authorized representatives of the Guarantor.

5. Any correspondence and other written materials to be delivered hereunder shall be delivered as follows: If to the Trustee, to it at: U.S. Bank National Association, Corporate Trust Services, 100 Wall Street, 16^th Floor, New York, New York 10005, U.S.A., attn.: Thomas E. Tabor, Vice President, and, if to the Guarantor, to it at: Hayes Lemmerz Alukola, s.r.o., Ostrava — Kunčice, Vratimovská 704, Postal Code: 70700, Czech Republic, attn.: executive, or at such other address that either Party may notify to the other Party in writing. In case of change of any of the above mentioned contact details of either Party, the concerned Party is obliged without undue delay to notify the other Party of such change in writing.

6. Any disputes arising from or in connection with this Guarantee shall be finally resolved in arbitration proceedings conducted before the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic in accordance with its Rules by one arbitrator appointed in accordance with such Rules. The venue of the arbitration shall be Prague and the language of the arbitration shall be English. The Parties agree to perform all of their respective obligations under the arbitration award within the time-limits specified therein.

7. This Guarantee shall be governed by the applicable laws of the Czech Republic.

8. This Guarantee shall become valid and effective upon execution by the Guarantor.

IN WITNESS WHEREOF, the Guarantor has affixed its authentic signature on the day and year set forth below.

For Hayes Lemmerz Alukola, s.r.o.

/s/ Marek Nosek
Name:	Marek Nosek
Title:	attorney-in-fact
Date:	October 11, 2007

EX-10.29

Exhibit 10.29

GUARANTEE

To:

U.S. Bank National Association,

with its registered address at 100 Wall Street, 16th Floor, New York, New York 10005 incorporated under the laws of the United States.

We, Hayes Lemmerz Autokola, a.s., with its registered address at Ostrava — Kunčice, Vratimovská 707, Postal Code: 70700, Czech Republic, IČ (Company Id. No.): 47673125, registered in the Commercial Register maintained by the Regional Court in Ostrava, section B, inlet 586, issue the following Guarantee (“Guarantee”):

Art. I
Introductory Provisions

1. For the purposes of this Guarantee, the terms set forth in this Article shall have the following meanings:

“Guarantee” shall mean this Guarantee.

“Guarantor” shall mean Hayes Lemmerz Autokola, a.s., a joint stock company incorporated under the laws of the Czech Republic, with its registered address at Ostrava — Kunčice, Vratimovská 707, Postal Code: 70700, Czech Republic.

“Business Day” shall mean a day on which banks are generally open for business and interbank transactions are settled in the Czech Republic. In the event that such reference relates to a date for the payment of a sum which is denominated in a currency other than Czech Crowns, a Business Day shall mean any day on which banks are generally open for business and interbank transactions are settled in the Czech Republic and in the principal financial center in respect of the currency in which such sums payable are denominated. For the purposes hereof, the term “principal financial center” shall mean the marketplace on which interest rates are primarily listed for, and transactions primarily settled in, such other currency.

“Debtor” shall mean Hayes Lemmerz Finance LLC-Luxembourg S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg, with its registered address at 174, route de Longwy, L-1940, Grand Duchy of Luxembourg.

“Guarantee Declaration” shall mean the declaration of the Guarantor in Article II.1.

“Parties” shall mean both the Trustee and the Guarantor.

“Guaranteed Agreement” shall mean collectively, (i) the Indenture entered into by and between the Trustee and the Debtor, as issuer, on May 30, 2007, with the final repayment date on May 30, 2015 at 11:00 a.m. London time, and (ii) the Debtor’s 8.25% Senior Notes due 1015 issued thereunder.

“Trustee” shall mean U.S. Bank National Association, with its registered address at 100 Wall Street, 16th Floor, New York, New York 10005. The Trustee acts as a trustee of holders of notes issued under the Guaranteed Agreement.

“Guaranteed Obligations” shall mean any and all monetary claims, current or future, conditional or unconditional, of the Trustee and against the Debtor and arising from, or in connection with the breach or invalidity of, the Guaranteed Agreement, or by virtue of the termination of the Guaranteed Agreement by notice by any of the parties thereto. The guarantee shall also apply to any and all accessories of the Guaranteed Obligations, including, without limitation, any interest, default interest, and costs incidental to enforcement of any Guaranteed Obligations. For the avoidance of doubt, the Parties have agreed that the Guaranteed Obligations shall also mean and include any and all claims that the Trustee may have in connection with the payment of any damages relating to the Guaranteed Agreement. In the event that the Guaranteed Agreement is invalid, the Guaranteed Obligations shall also mean and include any amounts received by the Debtor as unjust enrichment in connection with the Trustee’s performance under such invalid Guaranteed Agreement and the claims (if any) that the Trustee may have for damages. In addition, the guarantee shall apply to any and all claims that the Trustee may have in connection with the rescission of the Guaranteed Agreement by any of the parties thereto.

2. Unless the context indicates otherwise, a term defined in this Guarantee in the singular shall also include the plural and vice versa.

Art. II
Guarantee Declaration

1. In accordance with the provisions of Section 303 et seq. of Act No. 513/1991, Coll., the Commercial Code, as amended, the Guarantor hereby declares that if the Debtor fails to duly and timely perform the Guaranteed Obligations or any part thereof it shall satisfy the Guaranteed Obligations to the Trustee.

Art. III
Purpose of Guarantee

1. The Guarantor agrees that the Trustee shall be entitled to request the performance of the Debtor’s due obligations to the Trustee by the Guarantor and shall not be required to first demand such performance by the Debtor. Within ten (10) Business Days from the delivery of the Trustee’s notice to perform to the Guarantor, the Guarantor shall pay into an account designated by the Trustee an

amount equal to all due and payable Debtor’s obligations that have not been duly and timely paid by the Debtor and the performance of which was guaranteed by the Guarantor under the Guarantee Declaration.

2. The Guarantor declares that it is aware of (i) the contents of the obligations the performance of which it guarantees under the Guarantee Declaration, and (ii) any and all of its rights and obligations arising from or in connection with the guarantee.

Art. IV
Representations and Covenants of the Guarantor

1. In the legal relationship with the Trustee hereunder, the Guarantor represents that it acts as entrepreneur — legal entity within the scope of its business.

2. The Guarantor shall provide the Trustee with its annual financial statement no later than 10 Business Days after its approval by the general meeting of the Guarantor.

Art. V
Final Provisions

1. The parties acknowledge that the transaction contemplated by this Agreement falls within the scope of transactions for which Section 196a of Act No. 513/1991 Coll., as amended, requires an expert valuation (the “Expert Valuation”) and approval by the general meeting of the Guarantor. General meeting of the Guarantor approved the transaction contemplated by this Guarantee on September 27, 2007. The Expert Valuation has been prepared on August 24, 2007. The Debtor agrees to pay to the Guarantor the value of extending the guarantee in accordance with this Guarantee as determined by the Expert Valuation within 10 Business Days of the date of this Guarantee.

2. In the event that any provision of this Guarantee is, will become, or is determined to be invalid or unenforceable, such invalidity or unenforceability shall not (to the fullest extent permitted by applicable law) affect the validity or enforceability of the remaining provisions hereof. In such event, the Guarantor agrees to replace the invalid or unenforceable provision with a valid and enforceable one which will achieve the same economic result (to the maximum extent permitted by applicable law) as is the intent of the provision to be so replaced.

3. This Guarantee is executed in four (4) counterparts of which the Guarantor and the Trustee shall each receive two (2) counterparts.

4. All and any changes or amendments to this Guarantee shall be made in the form of a written amendment signed by the duly authorized representatives of the Guarantor.

5. Any correspondence and other written materials to be delivered hereunder shall be delivered as follows: If to the Trustee, to it at: U.S. Bank National Association, Corporate Trust Services, 100 Wall Street, 16^th Floor, New York, New York 10005, U.S.A., attn.: Thomas E. Tabor, Vice President, and, if to the Guarantor, to it at: Hayes Lemmerz Alukola, s.r.o., Ostrava — Kunčice, Vratimovská 704, Postal Code: 70700, Czech Republic, attn.: executive, or at such other address that either Party may notify to the other Party in writing. [In the event, that any correspondence is returned as undelivered, it shall be deemed delivered on the day following the day on which it was returned as undelivered as described above.] In case of change of any of the above mentioned contact details of either Party, the concerned Party is obliged without undue delay to notify the other Party of such change in writing.

6. Any disputes arising from or in connection with this Guarantee shall be finally resolved in arbitration proceedings conducted before the Arbitration Court attached to the Economic Chamber of the Czech Republic and the Agricultural Chamber of the Czech Republic in accordance with its Rules by one arbitrator appointed in accordance with such Rules. The venue of the arbitration shall be Prague and the language of the arbitration shall be English. The Parties agree to perform all of their respective obligations under the arbitration award within the time-limits specified therein.

7. This Guarantee shall be governed by the applicable laws of the Czech Republic.

8. This Guarantee shall become valid and effective upon execution by the Guarantor.

IN WITNESS WHEREOF, the Guarantor has affixed its authentic signature on the day and year set forth below.

For Hayes Lemmerz Autokola, a.s.

/s/ Marek Nosek Name: Marek Nosek

Title: attorney-in-fact

Date: October 11, 2007

EX-10.30

Exhibit 10.30

JOINT AND SEVERAL GUARANTY

In Barcelona, on 22 October, 2007.

WITNESSETH

I.	Whereas, pursuant to the Indenture, dated as of May 30, 2007 (as amended, modified or supplemented from time to time, the “Indenture”) between Hayes Lemmerz Finance LLC – Luxembourg S.C.A., (the “Issuer”) and U.S. Bank, National Association, as Trustee (in such capacity, the “Trustee”), the Issuer has issued its 8.25% Senior Notes due 2015 in the aggregate principal amount of €130,000,000 (the “Notes”);
	Capitalized terms used and not specifically defined herein shall have the meaning ascribed to them in the Indenture;
II.	Whereas, the Issuer is the sole shareholder of HLI Luxembourg S.a.r.l., HLI Luxembourg S.a.r.l. is the sole shareholder of HLI European Holdings ETVE, S.L. and HLI European Holdings ETVE, S.L. is the sole shareholder of HAYES LEMMERZ BARCELONA, S.L. (the “Guarantor”); and
III.	Whereas, as a member of the same economic group as the Issuer, the Guarantor shall receive substantial direct and indirect economic and non-economic benefits from the issuance of the Notes by the Issuer pursuant to the Indenture and it is in the corporate interest of the Guarantor party hereto to make this Guaranty;

Now, therefore, in consideration of the premises and for other good and valuable consideration, the Guarantor has executed this joint and several guaranty (hereinafter, the “Agreement”), which it hereby does, subject to the following:

CLAUSES

1. CREATION AND NATURE OF THE GUARANTEE

1.1	The Guarantor, by means of this Agreement, hereby personally, unconditionally and irrevocably, as a primary obligor, guarantees to the Trustee, acting in its own name and behalf and in the name and for the benefit of the holder of the Notes, the due and punctual payment and performance by the Issuer of the Guaranteed Obligations, as defined below (hereinafter, the “Guaranty”).
1.2	The Guaranty of the Guarantor hereunder constitutes a single obligation which entails the obligation to pay the amount due at any given time by the Issuer under the Indenture and the Notes (the “Guaranteed Obligations”).
1.3	The Guarantor agrees that, if any payment made by the Issuer or any other person and applied to the Guaranteed Obligations is at any time annulled, avoided, set

	aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, then, to the extent of such payment or repayment, any such Guarantor’s liability hereunder shall be and remain in full force and effect, as fully as if such payment had never been made. If, prior to the foregoing, this Guaranty shall have been cancelled or surrendered , this Guaranty shall be reinstated in full force and effect, and such prior cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the Guarantor in respect of the amount of such payment.
1.4	The Guaranty granted in this Agreement is personal, joint and several, unconditional, abstract, autonomous and may be enforced upon first demand, for which reason the Guarantor may not question whether or not the Guaranteed Obligations have been fulfilled. Furthermore, the Guarantor expressly waives the benefits of order, division and exemption (beneficios de orden, división y excusión).
1.5	The obligations of the Guarantor hereunder shall exclude, and shall not be or be construed as, any guarantee, indemnity, obligation, security or liability to the extent that such guarantee, indemnity, obligation, security or liability would constitute unlawful financial assistance within the meaning of the Spanish Corporation Acts (Ley de Sociedades Anónimas or Ley de Sociedades de Responsabilidad Limitada, as applicable), but only to such extent.

2. OBLIGATIONS OF THE GUARANTOR

2.1	In the event of failure by the Issuer to perform any of the Guaranteed Obligations, the Guarantor undertakes to make, upon first, simple demand by the Trustee, payment of any amount owed by the Issuer under the Guaranteed Obligations pursuant to the Indenture and the Notes (each document requiring a payment delivered by the Trustee to the Guarantor hereunder, a “Payment Demand”).
2.2	All payments arising under this Guaranty shall be made by payment to the account indicated by the Trustee in the Payment Demand promptly following the receipt thereof.

3. ENFORCEMENT OF THE GUARANTY

3.1 Upon the non fulfillment by the Issuer of any of its obligations under the Indenture or the Notes, the Trustee may, in its absolute discretion, take all necessary action to enforce the rights and obligations conferred by this Guaranty and ensure the due and punctual payment and performance of the Guaranteed Obligations.

4. TERM, EXTENSION AND INDEPENDENCE OF THE GUARANTY

4.1 The Guaranty provided herein enters into effect upon the execution and delivery hereof and shall be valid and effective until complete fulfillment of (or discharge of) the Guaranteed Obligations under the Indenture and the Notes, on which date it shall automatically cease to have effect without the need for compliance with any formalities, subject to section 1 above.

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4.2	The Guaranty granted hereby shall also extend to any extension of time which may be validly agreed with respect to the final maturity date of the Guaranteed Obligations under the Indenture and the Notes by or on behalf of the parties thereto. Likewise, the Guarantor hereby and henceforth consents, for all purposes, to any modifications of the conditions of the Indenture and the Notes which may be validly agreed as provided therein. The Guaranty will maintain its full force and effect in spite of any such modification.
4.3	The clauses of this Guaranty are independent among themselves, in such a manner that if any of them should be considered invalid, in whole or in part, the remaining ones shall remain valid and enforceable pursuant to their terms.
4.4	The Guaranty established in this Agreement is granted by the Guarantor separately from and without prejudice to the granting or enforcement of any other guarantees which may additionally guarantee the Guaranteed Obligations of the Issuer under the Indenture and the Notes now or in the future.
4.5	The Trustee may enforce this Guaranty without first making demand on, or taking any proceedings against the Issuer or resorting to any otherguarantee or other means of payment.

5. NO DEDUCTIONS

5.1

Each payment to be made by the Guarantor to the Trustee shall be made in full, without set-off or counterclaim and free and clear of and without any withholding, deduction or set off whatsoever, including without limitation for or on account of any taxes unless the Guarantor is required by law to make such a payment subject to the deductions. All payments will be made in immediately available, freely transferable funds for value on the date specified in the Trustee’s demand to the Guarantor.

5.2

If the Guarantor is required by law to make a deduction or withholding from such payment, the relevant sum payable by the Guarantor shall be increased to the extent necessary to ensure that after the making of such deduction or withholding, the Trustee receives and retains (free from any liability in respect of any such deduction or withholding) an amount equal to the sum which the Trustee would have received and so retained had no such deduction or withholding been made or required to be made.

6. ASSIGNMENT

This Guaranty is provided for the benefit of the Trustee, acting in its own name and behalf and in the name and for the benefit of the holders of the Notes under the Indenture, as well as for the benefit of their successors or assignees.

7. SUBORDINATION

The Guarantor hereby agrees that any Indebtedness of the Issuer now or hereafter owing to the Guarantor, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the Guaranteed Obligations and

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that, except as permitted under Section 8.6 (Prepayment and Cancellation of Indebtedness) of the Second Amended and Restated Credit Agreement, dated as of May 30, 2007, as amended, modified, restated or supplemented in accordance with the terms thereof, among HLI Operating Company, Inc., the Issuer, Hayes Lemmerz International, Inc., the lenders and issuers party thereto from time to time, Citibank North America Inc., as administrative and the other agents party thereto, the Guarantor Subordinated Debt shall not be paid in whole or in part until the Guaranteed Obligations have been paid in full and this Guaranty is terminated and of no further force or effect.

The Guarantor shall not accept any payment of or on account of any Guarantor Subordinated Debt at any time in contravention of the foregoing.

The Guarantor agrees to file all claims against the Issuer in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Guarantor Subordinated Debt.

If for any reason the Guarantor fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, the Guarantor hereby irrevocably appoints the Trustee as its true and lawful attorney-in-fact and is hereby authorized to act as attorney-in-fact in the Guarantor’s name to file such claim

8. DEFAULT; REMEDIES

The obligations of the Guarantor hereunder are independent of and separate from the Guaranteed Obligations. If any Guaranteed Obligation is not paid when due, or upon any Event of Default or upon any default by the Issuer as provided in any other instrument or document evidencing all or any part of the Guaranteed Obligations, the Trustee may, at its sole election, proceed directly and at once, without notice, against the Guarantor to collect and recover the full amount or any portion of the Guaranteed Obligations then due, without first proceeding against the Issuer or any other guarantor of the Guaranteed Obligations, or joining the Issuers or any other guarantor in any proceeding against the Guarantor.

9. IRREVOCABILITY

This Guaranty shall be irrevocable as to the Guaranteed Obligations (or any part thereof) until the earlier of such time as (i) all monetary Guaranteed Obligations then outstanding have been irrevocably repaid in cash, at which time this Guaranty shall automatically be cancelled, or (ii) this Guaranty is released as provided in the Indenture. Upon such cancellation or release of this Guaranty and at the written request of the Guarantor or its successors or assigns, and at the cost and expense of the Guarantor or its successors or assigns, the Trustee shall execute in a timely manner a satisfaction of this Guaranty and such instruments, documents or agreements as are necessary or desirable to evidence the termination of this Guaranty.

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10. EXPENSES

All costs, expenses and taxes which may derive from the granting and enforcement of this Agreement, as well as from any modification or cancellation thereof, shall be paid by the Guarantor and shall be its exclusive responsibility.

11. NOTICES

11.1 All notices which must be sent to the Guarantor under this Guaranty, except if provided otherwise, shall be made by certified letter with acknowledgment of receipt.

11.2	For purposes of this Guaranty, the address of the Guarantor for such notices, summons and other required formalities shall be the following:
	For the Guarantor: HAYES LEMMERZ BARCELONA, S.L. Les Planes, 1A 08970 Sant Joan Despí (Barcelona) España Attention: General Counsel
	With a copy to: HAYES LEMMERZ INTERNATIONAL, INC. 15300 Centennial Drive Northville, Michigan 48167 Fax : +1 734-737-2069 Attention : General Counsel

11.3 Any change in the abovementioned addresses must be communicated to the Trustee by post with acknowledgment of receipt, and shall only take effect ten (10) calendar days after the date on which the Trustee receives the notice.

12. LAW AND JURISDICTION

This Guaranty shall be governed by Spanish law.

The Guarantor hereby irrevocably submits to the jurisdiction of the Courts and Tribunals of the city of Barcelona (Spain) for such matters as may arise in relation to the interpretation, validity or performance of the Guaranty, or the enforcement thereof.

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13. TAX REGIME

The transaction formalized in this Agreement must be considered a transaction subject to, but exempt from, V.A.T., in accordance with Article 20.1.18º.(f), of applicable Law.

The Guarantor express its agreement to and approval of the contents of this Agreement as drafted.

Hayes Lemmerz barcelona, S.L.
By:

/s/ Marc Hendrickx Mr. Marc Hendrickx

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EX-10.31

Exhibit 10.31

Intercompany Guaranty

This Intercompany Guaranty is made on this 5^th day of October, 2007 by

1.	Hayes Lemmerz Werke GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, registered with the Commercial Register of the local court of Siegburg, Germany under HRB 8252, having its business address at Ladestrasse, 53639 Königswinter, Germany (an “Intercompany Guarantor”);
2.	Hayes Lemmerz Königswinter GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, registered with the Commercial Register of the local court of Siegburg, Germany under HRB 6668, having its business address at Ladestrasse, 53639 Königswinter, Germany (an “Intercompany Guarantor”); and
3.	Hayes Lemmerz Holding GmbH, a limited liability company organized under the laws of the Federal Republic of Germany, registered with the Commercial Register of the local court of Siegburg, Germany under HRB 6898, having its business address at Ladestrasse, 53639 Königswinter, Germany (an “Intercompany Guarantor”);
4.	Hayes Lemmerz Immobilien GmbH & Co. KG, a partnership organized under the laws of the Federal Republic of Germany, registered with the Commercial Register of the local court of Siegburg, Germany under HRA 4290, having its business address at Ladestrasse, 53639 Königswinter, Germany (an “Intercompany Guarantor”);

the companies listed in nos. 1 through 4 above are hereinafter collectively referred to as the “Intercompany Guarantors”),

in favor of U.S. Bank, National Association (the “Guarantied Party”) an association organized under the laws of the United States having its registered office at 100 Wall Street, 16th Floor, New York, New York 10005 USA, acting in its capacity as Trustee under the Indenture (as defined below).

2

Preamble

(A)	Whereas, Hayes Lemmerz Finance LLC – Luxembourg S.C.A. (the “Issuer”) has issued €130,000,000 of 8.25% Senior Notes due 2015 (the “Senior Notes”) pursuant to that certain Indenture dated May 30, 2007 (the “Indenture”).
(B)	Whereas, the Issuer intends to use the proceeds of the Senior Notes Facilities to prepay the aggregate principal amount outstanding under existing loans, to repay the aggregate principal amount outstanding under certain foreign intercompany loans, to make certain new foreign intercompany loans, to provide working capital for the Issuer and its subsidiaries and for other general corporate purposes.
(C)	Whereas, to induce the initial purchasers of the Senior Note to invest in the Senior Notes, the Intercompany Guarantors have agreed to execute and deliver this Intercompany Guaranty to the Guarantied Party in order to guaranty the payment and performance of the obligations of the Issuer owed to the Guarantied Party and the holders of the Senior Notes under the Indenture and the Senior Notes (the “Guarantied Obligations”).

1 INTERPRETATION

1.1	In this Agreement, references to a person include its successors and assigns, and references to a document are references to that document as amended, novated or supplemented through the time such reference becomes effective.
1.2	Unless otherwise defined herein, terms used in the Indenture are used herein as therein defined.

3

2 GUARANTY

2.1	Each Intercompany Guarantor hereby irrevocably and unconditionally guaranties (as primary obligor (Primärverpflichteter) and not as surety (Bürge)) on first demand full and prompt and complete performance by the Issuer of the Guarantied Obligations.
2.2	Each Intercompany Guarantor hereby agrees to make immediate payment to the Guarantied Party of all Guarantied Obligations due and payable at that time to the Guarantied Party upon demand for payment by the Guarantied Party to such Intercompany Guarantor.
2.3	For the sake of clarity, each Intercompany Guarantor waives any and all rights it may have under any applicable law to require the Guarantied Party to enforce any rights it may have against the Issuer or the assets of the Issuer before payment is made by such Intercompany Guarantor hereunder (Verzicht auf die Einrede der Vorausklage, § 771 BGB).
2.4	Each Intercompany Guarantor hereby expressly waives any defense of a surety or guarantor or any other obligor on any obligations arising in connection with or in respect of any of the following, including but not limited to all defenses of revocation (rights to claim the voidability of the underlying debt) (Einrede der Anfechtbarkeit) and set-off (rights to claim the possibility to set off counterclaims against the underlying debt) (Einrede der Aufrechenbarkeit) pursuant to Section 770 of the German Civil Code (BGB) and hereby agrees that its obligations under this Intercompany Guaranty are absolute and unconditional.
2.5	Each Intercompany Guarantor shall not, until the Guarantied Obligations are irrevocably paid in full, assert any claim or counterclaim it may have against the Issuer in respect of the Guarantied Obligations or set off any of its obligations to the Issuer against any obligations of the Issuer in respect of the Guarantied Obligations. In connection with the foregoing, each Intercompany Guarantor covenants that its obligations hereunder shall not be discharged, except by complete performance.
2.6	Until the Guarantied Obligations have been irrevocably paid in full, the Intercompany Guarantors shall not enforce or otherwise exercise any right of subrogation to any of the

4

rights of the Guarantied Party or any part of them against the Issuer or any right of reimbursement or contribution or similar right against the Issuer by reason of this Intercompany Guaranty or by any payment made by Intercompany Guarantor in respect of the Guarantied Obligations.

3 PAYMENTS

3.1	All payments to be made hereunder by any of the Intercompany Guarantors shall be made in Euro to an account as shall have been notified in advance by the Guarantied Party to the respective Intercompany Guarantor.
3.2	The Intercompany Guarantors shall effect all payments due under this Guaranty without any right to set-off and without any right of retention (Zurückbehaltungsrecht).
3.3	In the event that the payment made by an Intercompany Guarantor is reduced by any taxes or other duties imposed by any jurisdiction or by any fees charged by the banks involved in the transfer of funds hereunder, the Intercompany Guarantor shall pay in the same manner and at the same time as the payment from which a deduction or withholding has been made, such additional amounts as may be necessary to ensure that the Guarantied Party receives a net amount equal to the full amount which it would have received had such payment not been made subject to such deduction or withholding.

4 ASSIGNMENT AND SET-OFF

4.1	The Guarantied Party shall be entitled to assign or transfer all or any part of its rights hereunder to any successor to the Trustee that is acting as Trustee under the Indenture without the consent of the Intercompany Guarantors.
4.2	The Guarantied Party shall have the right to set off from any payments due to it under this guaranty any sums of money it may owe to any of the Intercompany Guarantors under any other contractual relationship.

5

5 PRESERVATION OF INTERCOMPANY GUARANTORS’ NOMINAL SHARE CAPITAL

5.1 In the event that the granting and/or enforcement of this Intercompany Guaranty is in violation of Section 30 of the German Limited Liability Companies Act (GmbH-Gesetz, “GmbHG”) or similar provisions aiming at the protection of a limited liability company’s nominal share capital, the Guarantied Party shall immediately release the Guarantied Obligations or respectively proceeds from the realization of this Intercompany Guaranty if and to the extent that the granting of this Intercompany Guaranty and/or its enforcement and/or realization would cause the Intercompany Guarantor’s net assets (Reinvermögen – being the total assets less liabilities) to fall below the amount of its nominal share capital (Stammkapital). For the purposes of the calculation of the amount to be released (if any) the following balance sheet items shall be adjusted as follows:

loans provided to the Intercompany Guarantors by any member of the HLI Group, which

(a)	are subordinated pursuant to contractual arrangements or
(b)	fall within the scope of Section 32a GmbHG and are subordinated

shall not be taken into account as liabilities.

5.2 The Parties explicitly acknowledge and agree that this Intercompany Guaranty is only granted if and to the extent that the granting of this Intercompany Guaranty and/or its enforcement and/or realization does not constitute a violation of the prohibition of an intervention threatening the existence of the respective Intercompany Guarantor (Verstoß gegen das Verbot des existenzvernichtenden Eingriffs).

6

6 GOVERNING LAW AND JURISDICTION

6.1	This Intercompany Guaranty and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the law of the Federal Republic of Germany.
6.2	Each of the parties hereto irrevocably agrees that the District Court (Landgericht) in Bonn, Federal Republic of Germany, shall have non-exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Intercompany Guaranty and, for such purposes, irrevocably submits to the jurisdiction of such court.

7 NOTICES AND THEIR LANGUAGE

7.1	Any notice or other communication under or in connection with this Intercompany Guaranty shall be in writing and shall be delivered personally, or sent by mail, fax transmission (to be affirmed in writing) or cable to the following addresses:
	if to the Intercompany Guarantors:
	Hayes Lemmerz Holding GmbH Ladestrasse 53639 Königswinter Germany
	Attention:      John Stephenson Fax:                +49 - 2223 - 71 306
	if to the Guarantied Party:
	U.S. Bank National Association Corporate Trust Services

7

100 Wall Street, 16^th Floor
New York, New York 10005
U.S.A.

Attention: Thomas E. Tabor, Vice President

Fax: +1 212 809 5459

8 PARTIAL INVALIDITY; WAIVER

8.1

Without prejudice to any other provision hereof, if at any time any one (or more) provision(s) hereof is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any party, or if the parties become aware of any omission (Vertragslücke) hereto of any terms which were intended to be included in this Intercompany Guaranty, such invalidity, illegality, unenforceability in such jurisdiction or with respect to such party or parties or such omission (Vertragslücke) shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other party or parties hereto and shall not affect or impair the validity, legality and enforceability of the remaining provisions hereof. Such invalid, illegal or unenforceable provision or such omission (Vertragslücke) shall be deemed to be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal, unenforceable or omitted provision.

8.2

No failure to exercise, nor any delay in exercising, on the part of the Guarantied Party, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law.

8

9 COUNTERPARTS AND AMENDMENTS

9.1

This Intercompany Guaranty 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.

9.2

Any amendments or additions to this Intercompany Guaranty shall be made in writing, unless a stricter form is required by law. This shall also apply to any amendments of this Clause 9.2.

Hayes Lemmerz Werke GmbH as Intercompany Guarantor

By:	/s/ Juan Lorenzo-Morcillo	10.05.2007
Name:	Juan Lorenzo-Morcillo	Date
Title:	Managing Director
Hayes Lemmerz Königswinter GmbH as Intercompany Guarantor
By:	/s/ Juan Lorenzo-Morcillo	10.05.2007
Name:	Juan Lorenzo-Morcillo	Date
Title:	Managing Director
Hayes Lemmerz Holding GmbH as Intercompany Guarantor
By:	/s/ John Stephenson	10,05,2007
Name:	John Stephenson	Date
Title:	Managing Director
Hayes Lemmerz Immobilien GmbH & Co. KG as Intercompany Guarantor
By:	/s/ Juan Lorenzo-Morcillo	10.05.2007
Name:	Juan Lorenzo-Morcillo	Date
Title:	Managing Director

Signature Page German Guaranty in favor of U.S. Bank

EX-12.1

RATIO OF EARNINGS TO FIXED CHARGES EXHIBIT 12.1

		Year Ended												Eight Months Ended			Four Months Ended
		1/31/08			1/31/07			1/31/06			1/31/05			1/31/2004			5/31/03
Earnings Definition
Add	(a) Pre-Tax income from continuing operations before minority interest		(130.9	)		(70.7	)		(263.2	)		(16.3	)		(23.6	)		25.3
	(b) Fixed Charges		68.8			79.6			69.9			44.5			33.4			20.8
	(c) Amortization of capitalized interest		3.8			4.3			4.4			4.0			(16.7	)		8.4
	(d) Distributed income of equity investees
	(e) Pre-tax losses of equity investees for charges arising from guarantees are included in fixed charges		—			—			—			—			—			—
	Subtotal		(58.3	)		13.2			(188.9	)		32.2			(6.9	)		54.5
Subtract	(a) Interest Capitalized		4.6			2.6			3.7			—			3.5			6.8
	(b) Preference security dividend requirements of consolidated subs		0.7			0.4			0.8			0.8			0.5			—
	(c) Minority interest in pre-tax income of subs that have not incurred fixed charges		21.0			10.6			7.8			8.5			3.4			1.2
	Subtotal		26.3			13.6			12.3			9.3			7.4			8.0
	Earnings		(84.6	)		(0.4	)		(201.2	)		22.9			(14.3	)		46.5
Fixed Charges
	(a) Interest Expensed and Capitalized		63.0			73.5			63.5			38.4			48.6			12.3
	(b) Amortized premiums discounts and capitalized expenses related to indebtedness		3.8			4.3			4.4			4.0			(16.7	)		8.4
	(c) Estimate of the interest within rental expense		1.3			1.4			1.2			1.3			1.0			0.1
	(d) Preference security dividend requirements of consolidated subs		0.7			0.4			0.8			0.8			0.5			—
	Total Fixed Charges		68.8			79.6			69.9			44.5			33.4			20.8
Ratio	Ratio of Earnings to Fixed Charges		(1.2	)		(0.0	)		(2.9	)		0.5			(0.4	)		2.2
	Deficiency	$	153.4		$	80.0		$	271.1		$	21.6		$	47.7		$	—

EX-23.1

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Hayes Lemmerz International, Inc.:

We consent to the use of our report dated April 9, 2008, with respect to the consolidated balance sheets of Hayes Lemmerz International, Inc. and subsidiaries (the Company) as of January 31, 2008 and 2007, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended January 31, 2008, and the related financial statement schedule, and the effectiveness of internal control over financial reporting as of January 31, 2008, incorporated herein by reference and to the reference to our firm under the heading “Experts” in the prospectus.

Our report dated April 9, 2008, states that effective February 1, 2007, the Company changed its method of accounting for income taxes pursuant to FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109. Our report also states that effective February 1, 2006, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment and effective January 31, 2007, the Company adopted Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans — an amendment of FASB No. 87, 88, 106 and 132(R).

/s/ KPMG LLP

Detroit, Michigan

April 10, 2008

EX-99.1

Exhibit 99.1

Form of

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

LETTER OF TRANSMITTAL
FOR THE
OFFER TO EXCHANGE

Up to €130 million 8.25% Senior Notes due 2015
that have been registered under the Securities Act of 1933, as amended,
for any and all outstanding unregistered 8.25% Senior Notes due 2015

Unconditionally guaranteed as to payment of principal
and interest by Hayes Lemmerz International, Inc. and the other guarantors
named in the indenture governing the 8.25% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2008

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 12, 2008, UNLESS THE EXCHANGE OFFER IS EXTENDED IN OUR SOLE DISCRETION. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OF THE EXCHANGE OFFER.

Deliver To:

Exchange Agent:

U.S. Bank National Association

U.S. Bank West Side Flats Operations Center

Attn: Ryan Anderson

60 Livingston Ave.

St. Paul, Minnesota 55107

Fax: (651) 495-8158

For Information or Confirmation by Telephone:

(651) 495-3577

Delivery of this letter of transmittal to an address, or transmission via telegram, telex or facsimile, other than to the exchange agent as set forth above, will not constitute a valid delivery. The method of delivery of all documents, including certificates, is at the risk of the holder. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. If delivery is by mail, we recommend the use of registered mail with return receipt requested, properly insured. You should read the instructions accompanying this letter of transmittal carefully before you complete this letter of transmittal.

The undersigned acknowledges that he or it has received the prospectus dated          , 2008, of Hayes Lemmerz Finance LLC — Luxembourg S.C.A. (the “Issuer”) and Hayes Lemmerz International, Inc. (“Hayes” and, together with the subsidiaries of Hayes, the “Company,” “we,” or “us”) and the other guarantors of the 8.25% Senior Notes due 2015 and this letter of transmittal and the instructions hereto, which together constitute the Company’s offer to exchange 8.25% Senior Notes due 2015 that are registered under the Securities Act of 1933, as amended (the “Securities Act”), for any and all outstanding, unregistered 8.25% Senior Notes due 2015 issued on May 30, 2007, pursuant to a registration statement of which the prospectus

is a part. The outstanding, unregistered 8.25% Senior Notes due 2015 have ISIN Nos. XS0301620992 and XS0301620059 and Common Codes 030162099 and 030162005, for the Rule 144A Note and the Regulation S Note, respectively.

The term “Expiration Date” shall mean 5:00 p.m., New York City time, on May 12, 2008, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term shall mean the latest date and time to which the Exchange Offer is extended. Whenever we refer to the 8.25% Senior Notes due 2015 registered under the Securities Act, we will refer to them as the “Exchange Notes.” Whenever we refer to the unregistered 8.25% Senior Notes due 2015, we will refer to them as the “Restricted Notes.” All other terms used but not defined herein have the meaning given to them in the prospectus.

Only a holder of Restricted Notes may tender such Restricted Notes in the Exchange Offer. To tender in the Exchange Offer, a holder must:

•  if the Restricted Notes are held other than in global form, properly complete, sign and date the letter of transmittal, or a facsimile of the letter of transmittal and any other documents that may be required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver such letter of transmittal or, in certain circumstances, facsimile thereof to the exchange agent prior to the Expiration Date; or

•  if the Restricted Notes are held in global form, comply with the procedures of Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”), or Clearstream Banking, société anonyme (“Clearstream”), described below, as applicable.

This letter of transmittal is to be used if certificates representing Restricted Notes are to be physically delivered to the exchange agent by holders of Restricted Notes pursuant to the procedures set forth in the prospectus under “The Exchange Offer — Procedures for Tendering.” Delivery of this letter of transmittal and any other required documents must be made to the exchange agent. Delivery of documents to Euroclear or Clearstream does not constitute delivery to the exchange agent.

If Restricted Notes are held in global form, you must arrange for a direct participant in Euroclear or Clearstream, as the case may be, to tender your Restricted Notes with “blocking” instructions (as defined below) to Euroclear or Clearstream in accordance with the procedures and deadlines specified by Euroclear or Clearstream, as applicable, at or prior to 5:00 p.m., New York City time, on the expiration date.

“Blocking” instructions means:

•  irrevocable instructions to block any attempt to transfer your Restricted Notes on or prior to the settlement date;

•  irrevocable instructions to debit your account on the settlement date in respect of all of your Restricted Notes upon receipt of an instruction by the exchange agent to receive your Restricted Notes for us; and

•  an irrevocable authorization to disclose to the exchange agent the identity of the participant account holder and account information,

in each case, subject to the automatic withdrawal of the irrevocable instruction in the event that the Exchange Offer is terminated by us and your right to withdraw your tender prior to 5:00 p.m., New York City time, on the Expiration Date.

Your tender of Restricted Notes held in global form, including your “blocking” instructions, must be delivered and received by Euroclear or Clearstream in accordance with the procedures established by Euroclear or Clearstream, as applicable, on or prior to the deadlines established by each of those clearing systems. You are responsible for informing yourself of these deadlines and for arranging the due and timely delivery of “blocking” instructions to Euroclear or Clearstream.

If you hold your Restricted Notes in global form through a custodian, you may not tender your Restricted Notes directly. You should contact that custodian to tender your Restricted Notes on your behalf.

In order to “block” the Restricted Notes tendered for exchange, you must instruct the direct participant that holds your Restricted Notes at the applicable clearing system to submit irrevocable “blocking” instructions (defined above) with respect to such amount of your Restricted Notes.

If you do not hold your Restricted Notes through an account with Euroclear or Clearstream, you must arrange to have your Restricted Notes transferred to a Euroclear or Clearstream account. Once your Restricted Notes have been transferred to a Euroclear or Clearstream account, you may then submit the “blocking” instructions as described above.

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You are responsible for arranging the timely delivery of your blocking instructions and tender of Restricted Notes. Neither we nor the exchange agent will be responsible for the communication of tenders of Restricted Notes by holders of Restricted Notes to the direct participant in Euroclear or Clearstream through which they hold the Restricted Notes or by holders of Restricted Notes or the direct participant to the exchange agent, Euroclear or Clearstream. If you hold Restricted Notes through a broker, dealer, commercial bank or financial institution, you should consult with that institution as to whether it will charge any service fees.

Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of the Restricted Notes validly tendered and not withdrawn and the issuance of the Exchange Notes will be made promptly following the Expiration Date. For the purposes of the Exchange Offer, the Company shall be deemed to have accepted for exchange validly tendered Restricted Notes when, as, and if the Company has given written notice thereof to the exchange agent.

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

Please read this entire letter of transmittal and the related prospectus carefully before checking any box below. The instructions included in this letter of transmittal must be followed. Questions and requests for assistance or for additional copies of the prospectus and this letter of transmittal may be directed to the exchange agent. See Instruction 12.

Holders of Restricted Notes who hold their Restricted Notes in other than global form and who wish to accept the Exchange Offer and tender their Restricted Notes must complete this letter of transmittal in its entirety and comply with all of its terms.

Please list below the Restricted Notes to which this letter of transmittal relates. The minimum permitted tender is €50,000 in principal amount. All other tenders in excess of €50,000 must be in integral multiples of €1,000.

DESCRIPTION OF RESTRICTED NOTES
Name(s) and Address(es)	Aggregate Principal
of Holder(s)	Amount of Restricted	Aggregate Principal
(please fill in, if blank)	Notes	Amount Tendered*
Total principal amount of Restricted Notes tendered:
* Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Restricted Notes.

o  Check here if you are a broker-dealer and wish to receive 10 additional copies of the prospectus and 10 copies of any amendments or supplements thereto.

Name: 

Address: 

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Ladies and Gentlemen:

This letter of transmittal is to be used if certificates representing Restricted Notes are to be physically delivered to the exchange agent by holders of Restricted Notes. Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of Restricted Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Restricted Notes tendered hereby in accordance with this letter of transmittal and the accompanying instructions, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Restricted Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the exchange agent its agent and attorney-in-fact (with full knowledge that the exchange agent also acts as agent of the Company and as trustee under the indenture for the Restricted Notes and the Exchange Notes) with respect to the tendered Restricted Notes, with full power of substitution to present such Restricted Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Restricted Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that he or it has full power and authority to tender, exchange, sell, assign and transfer the Restricted Notes tendered hereby and to acquire the Exchange Notes issuable upon the exchange of the Restricted Notes; and that the Issuer will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Issuer. The undersigned also acknowledges that this Exchange Offer is being made in reliance upon an interpretation by the staff of the United States Securities and Exchange Commission that the Exchange Notes issued in exchange for the Restricted Notes pursuant to the Exchange Offer may be offered for sale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased such Restricted Notes directly from the Issuer for resale pursuant to Rule 144A, Regulation S or any other available exemption under the Securities Act or a holder that is an “affiliate” of the Company as defined in Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such Exchange Notes are acquired by a non-affiliate in the ordinary course of such holder’s business and such holders are not participating, and have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes.

The undersigned holder of Restricted Notes represents and warrants that:

(a) the Exchange Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving the Exchange Notes, whether or not the person is the holder;

(b) neither the undersigned holder nor any other recipient of the Exchange Notes (if different from the holder) is engaged in, intends to engage in, or has any arrangement or understanding with any person to participate in, the distribution of the Restricted Notes or Exchange Notes;

(c) neither the undersigned holder nor any other recipient is an “affiliate” of the Company as defined in Rule 405 promulgated under the Securities Act or, if the holder or such recipient is an affiliate, that the holder or such recipient will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;

(d) if the undersigned is a broker-dealer, it has not entered into any arrangement or understanding with the Company or any “affiliate” of the Company as defined in Rule 405 promulgated under the Securities Act to distribute the Exchange Notes;

(e) if the undersigned is a broker-dealer, the undersigned further represents and warrants that, if it will receive Exchange Notes for its own account in exchange for Restricted Notes that were acquired as a result of market-making activities or other trading activities, the undersigned will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the prospectus, as the same may be hereafter supplemented or amended, shall be sufficient) in connection with any resale of Exchange Notes received in the Exchange Offer; and

(f) the undersigned holder is not acting on behalf of any person or entity that could not truthfully make these representations.

By acknowledging that you, as such a broker-dealer, will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes, you will not be deemed to admit that you are an “underwriter” within the meaning of the Securities Act.

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The undersigned will, upon request, execute and deliver any additional documents deemed by the exchange agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Restricted Notes tendered hereby.

The undersigned understands and agrees that the Company reserves the right not to accept tendered Restricted Notes from any tendering holder if the Company determines, in its sole and absolute discretion, that its ability to proceed with the Exchange Offer would be impaired by a pending or threatened action or proceeding with respect to the Exchange Offer or that such acceptance could result in a violation of applicable securities laws.

For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Restricted Notes when, as and if the Company has given written notice thereof to the exchange agent. If any tendered Restricted Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, such unaccepted or non-exchanged Restricted Notes will be returned to the address shown below or to a different address as may be indicated herein under “Special Delivery Instructions,” without expense to the tendering holder thereof as promptly as practicable after the expiration or termination of the Exchange Offer.

The undersigned understands and acknowledges that the Company reserves the right in its sole discretion to purchase or make offers for any Restricted Notes that remain outstanding subsequent to the Expiration Date or, as set forth in the prospectus under the caption “The Exchange Offer — Expiration Date; Extensions; Amendment,” to terminate the Exchange Offer and, to the extent permitted by applicable law, purchase Restricted Notes in the open market, in privately negotiated transactions or otherwise. The terms of any such purchases or offers could differ from the terms of the Exchange Offer.

The undersigned understands that tenders of Restricted Notes pursuant to the procedures described under the caption “The Exchange Offer — Procedures for Tendering” in the prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. The undersigned also agrees that acceptance of any tendered Restricted Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Exchange Offer and Registration Rights Agreement and that, upon the issuance of the Exchange Notes, the Company will have no further obligations or liabilities thereunder (except in certain limited circumstances).

All authority conferred or agreed to be conferred by this letter of transmittal shall survive the death, incapacity or dissolution of the undersigned and every obligation under this letter of transmittal shall be binding upon the undersigned’s heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in the prospectus and in this letter of transmittal.

By acceptance of the Exchange Offer, each broker-dealer that receives Exchange Notes pursuant to the Exchange Offer hereby acknowledges and agrees that, upon the receipt of notice by the Company of the happening of any event that makes any statement in the prospectus untrue in any material respect or that requires the making of any changes in the prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the prospectus until the Company has amended or supplemented the prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer.

Unless otherwise indicated under “Special Issuance Instructions,” please issue the certificates representing the Exchange Notes issued in exchange for the Restricted Notes accepted for exchange and return any Restricted Notes not tendered or not exchanged, in the name(s) of the undersigned. Similarly, unless otherwise indicated under “Special Delivery Instructions,” please send the certificates representing the Exchange Notes issued in exchange for the Restricted Notes accepted for exchange and return any Restricted Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned’s signatures. In the event that both “Special Issuance Instructions” and “Special Delivery Instructions” are completed, please issue the certificates representing the Exchange Notes issued in exchange for the Restricted Notes accepted for exchange and return any Restricted Notes not tendered or not exchanged in the name(s) of, and send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligations pursuant to the “Special Issuance Instructions” and “Special Delivery Instructions” to transfer any Restricted Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Restricted Notes so tendered.

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THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF RESTRICTED

NOTES” ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE

RESTRICTED NOTES AS SET FORTH IN SUCH BOX ABOVE.

(To be completed by all tendering holders of Restricted Notes)

This letter of transmittal must be signed by the registered holder(s) of Restricted Notes exactly as its (their) name(s) appear(s) on certificate(s) of Restricted Notes or by the person(s) authorized to become the registered holder(s) by endorsements and documents transmitted with this letter of transmittal. If the Restricted Notes to which this letter of transmittal relates are held of record by two or more joint holders, then all such holders must sign this letter of transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must set forth his full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. (See Instruction 6.) If the signature appearing below is not that of the registered holder(s) of the Restricted Notes, then the registered holder(s) must sign a valid proxy.

By transmitting “blocking” instructions or otherwise complying with applicable procedures of Euroclear or Clearstream with respect to the Exchange Offer, the holder of the Restricted Notes in global form acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this letter of transmittal as fully as if it had completed the information required herein and executed and transmitted this letter of transmittal to the exchange agent.

	Date: ­ ­
	Date: ­ ­
Signature(s) of Holder(s) or Authorized Signatory
Name(s): ­ ­	Address: ­ ­
(Please Print)	(Including Zip Code)
Capacity(ies): ­ ­	Area code and telephone no.: ­ ­
Employer Identification or Social Security Number(s):

Complete Substitute Form W-9 or applicable Form W-8 (See Instruction 8 below).

SIGNATURE GUARANTEE
(See Instruction 1 below)
Certain signatures must be guaranteed by an Eligible Institution

(Name of Eligible Institution Guaranteeing Signatures)

(Address (Including Zip Code) and Telephone Number (Including Area Code) of Firm)

(Authorized Signatures)

(Printed Names)

(Titles)

Date:

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SPECIAL ISSUANCE INSTRUCTIONS
(See Instruction 7 below)

To be completed ONLY if Restricted Notes not exchanged and/or Exchange Notes are to be issued in the name of and sent to a person or persons other than the person or persons whose signature(s) appear(s) within this letter of transmittal.

Name: ­ ­
(Please Print)

Address: ­ ­
(Please Print)


(Zip Code)


Employer Identification or Social Security Number
(See Instruction 8 and Substitute Form W-9 below) SPECIAL DELIVERY INSTRUCTIONS
(See Instruction 7 below)
To be completed ONLY if Restricted Notes not exchanged and/or Exchange Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) within this letter of transmittal, or to an address different from that shown in the box entitled “Description of Restricted Notes” within this letter of transmittal.

Name: ­ ­
(Please Print)
Address: ­ ­
(Please Print)

(Zip Code)

Employer Identification or Social Security Number
(See Instruction 8 and Substitute Form W-9 below)

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INSTRUCTIONS

Forming part of the terms and conditions of the Exchange Offer

1.   Guarantee of Signatures.

Signatures on this letter of transmittal (or copy hereof) or a notice of withdrawal, as the case may be, must be guaranteed by a member firm of a registered national securities exchange or of the Financial Industry Regulatory Authority, Inc., a commercial bank or trust company having an office or correspondent in the United States or an “eligible guarantor institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an “Eligible Institution”), unless the Restricted Notes tendered pursuant thereto are tendered (i) by a registered holder (including any participant in Euroclear or Clearstream whose name appears on a security position listing as the owner of Restricted Notes) who has not completed the box set forth herein entitled “Special Issuance Instructions” or “Special Delivery Instructions” of this letter of transmittal or (ii) for the account of an Eligible Institution. If a signature on the letter of transmittal or notice of withdrawal is so guaranteed, the original executed copy of the letter of transmittal or notice of withdrawal, and not a facsimile thereof, must be submitted to the exchange agent.

2.   Delivery of this Letter of Transmittal and Restricted Notes.

Certificates for the physically tendered Restricted Notes (or a confirmation of a book-entry transfer to the exchange agent at Euroclear or Clearstream of all Restricted Notes tendered electronically), as well as, in the case of physical delivery of Restricted Notes, a properly completed and duly executed copy of this letter of transmittal or, if no signature is guaranteed in accordance with Instruction 1 above, facsimile hereof and any other documents required by this letter of transmittal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered Restricted Notes, this letter of transmittal and all other required documents to the exchange agent are at the election and risk of the holder, and, except as otherwise provided below, the delivery will be deemed made only when actually received by the exchange agent. Instead of delivery by mail, it is recommended that the holder use an overnight or hand delivery service. In all cases, sufficient time should be allowed to assure timely delivery. No letter of transmittal or Restricted Notes should be sent to the Company, Euroclear or Clearstream.

The exchange agent will make a request to establish an account with respect to the Restricted Notes at Euroclear or Clearstream for purposes of the Exchange Offer promptly after receipt of the prospectus, and any financial institution that is a participant in Euroclear or Clearstream may make book-entry delivery of Restricted Notes by causing Euroclear or Clearstream, as the case may be, to transfer such Restricted Notes into the exchange agent’s account at Euroclear or Clearstream, as the case may be, in accordance with the relevant entity’s procedures for transfer. However, although delivery of Restricted Notes may be effected through book-entry transfer at Euroclear or Clearstream, all required documents must, in any case, be transmitted to and received by the exchange agent at the address specified on the cover page of the letter of transmittal on or prior to the Expiration Date.

Holders of Restricted Notes held through Euroclear or Clearstream are required to transmit “blocking” instructions pursuant to the standard operating procedures of Euroclear or Clearstream, as the case may be, to accept the Exchange Offer and to tender their Restricted Notes.

All questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of tendered Restricted Notes or this letter of transmittal will be determined by the Company in its sole discretion, which determination will be final and binding. All tendering holders, by execution of this letter of transmittal (or copy hereof), shall waive any right to receive notice of the acceptance of the Restricted Notes for exchange. The Company reserves the absolute right to reject any and all Restricted Notes or letters of transmittal not properly tendered or any tenders the Company’s acceptance of which would, in the opinion of the Company or its counsel, be unlawful. The Company also reserves the absolute right to waive any defects, irregularities or conditions of tender as to particular Restricted Notes. The Company’s interpretation of the terms and conditions of the Exchange Offer (including the instructions in this letter of transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Restricted Notes must be cured within such time as the Company shall determine. Although the Company intends to notify holders of defects or irregularities with respect to tenders of Restricted Notes, none of the Company, the exchange agent or any other person shall be under any duty to give notification of defects or irregularities with respect to tenders of Restricted Notes, nor shall any of them incur any liability for failure to give such notification. Tenders of Restricted Notes will not be deemed to have been made until such defects or irregularities have

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been cured or waived. Any Restricted Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders of Restricted Notes, unless otherwise provided in this letter of transmittal, as promptly as practicable following the Expiration Date.

3.   Inadequate Space.

If the space provided is inadequate, the certificate numbers and/or the number of the Restricted Notes should be listed on a separate signed schedule attached hereto.

4.   Tender by Holder.

Except in limited circumstances, only a registered holder of Restricted Notes who holds Restricted Notes other than in global form may tender his or its Restricted Notes in the Exchange Offer by means of this letter of transmittal. Any beneficial owner of Restricted Notes who is not the registered holder and who wishes to tender should arrange with such registered holder to execute and deliver this letter of transmittal on such beneficial owner’s behalf or must, prior to completing and executing this letter of transmittal and delivering his or its Restricted Notes, either make appropriate arrangements to register ownership of the Restricted Notes in such beneficial owner’s name or obtain a properly completed bond power from the registered holder or properly endorsed certificates representing such Restricted Notes.

5.   Partial Tenders; Withdrawals.

Tenders of Restricted Notes will be accepted only in principal amounts of €50,000 and integral multiples of €1,000 in excess thereof. If less than the entire principal amount of any Restricted Notes is tendered, the tendering holder should fill in the principal amount tendered in the third column of the chart entitled “Description of Restricted Notes.” The entire principal amount of Restricted Notes delivered to the exchange agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all Restricted Notes is not tendered, Restricted Notes for the principal amount of Restricted Notes not tendered and a certificate or certificates representing Exchange Notes issued in exchange of any Restricted Notes accepted will be sent to the holder at his or its registered address, unless a different address is provided in the appropriate box on this letter of transmittal or unless tender is made through Euroclear or Clearstream promptly after the Restricted Notes are accepted for exchange.

Except as otherwise provided herein, tenders of Restricted Notes may be withdrawn at any time prior to the Expiration Date. To withdraw a tender of Restricted Notes in the Exchange Offer, a written or, if no signature is guaranteed in accordance with Instruction 1 above, facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to the Expiration Date. Any such notice of withdrawal must (1) specify the name of the person having deposited the Restricted Notes to be withdrawn (the “Depositor”), (2) identify the Restricted Notes to be withdrawn (including the certificate number or numbers and principal amount of such Restricted Notes, or, in the case of Restricted Notes transferred by book-entry transfer, the name and number of the account at Euroclear or Clearstream to be credited), (3) be signed by the Depositor in the same manner as the original signature on the letter of transmittal by which such Restricted Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the registrar with respect to the Restricted Notes register the transfer of such Restricted Notes into the name of the person withdrawing the tender and (4) specify the name in which any such Restricted Notes are to be registered, if different from that of the Depositor. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Restricted Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer, and no Exchange Notes will be issued with respect thereto unless the Restricted Notes so withdrawn are validly re-tendered. Any Restricted Notes that have been tendered but that are not accepted for exchange by the Company will be returned to the holder thereof without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Restricted Notes may be re-tendered by following one of the procedures described in the prospectus under “The Exchange Offer — Procedures for Tendering” at any time prior to the Expiration Date.

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6.   Signatures on the Letter of Transmittal; Bond Powers and Endorsements.

If this letter of transmittal (or a copy hereof) is signed by the registered holder(s) of the Restricted Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Restricted Notes without alteration, enlargement or any change whatsoever.

If any of the Restricted Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this letter of transmittal.

If a number of Restricted Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many copies of this letter of transmittal as there are different registrations of Restricted Notes.

If this letter of transmittal (or a copy hereof) is signed by the registered holder(s) (which term, for the purposes described herein, shall include a book-entry transfer facility whose name appears on the security listing as the owner of the Restricted Notes) of Restricted Notes tendered and the certificate(s) for Exchange Notes issued in exchange therefor is to be issued (or any untendered principal amount of Restricted Notes is to be reissued) to the registered holder, such holder need not and should not endorse any tendered Restricted Note, nor provide a separate bond power. In any other case, such holder must either properly endorse the Restricted Notes tendered or transmit a properly completed separate bond power with this letter of transmittal, with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

If this letter of transmittal (or a copy hereof) is signed by a person other than the registered holder(s) of Restricted Notes listed therein, such Restricted Notes must be endorsed or accompanied by properly completed bond powers that authorize such person to tender the Restricted Notes on behalf of the registered holder, in either case signed as the name(s) of the registered holder(s) appears on the Restricted Notes.

If this letter of transmittal (or a copy hereof) or any Restricted Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this letter of transmittal.

Endorsements on Restricted Notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution.

7.   Special Issuance and Delivery Instructions.

Tendering holders should indicate, in the applicable spaces, the name and address to which Exchange Notes or substitute Restricted Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent, if different from the name and address of the person signing this letter of transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

8.   Substitute Form W-9; Form W-8.

A tendering holder of Restricted Notes is required to provide the exchange agent with such holder’s correct taxpayer identification number (“TIN”) on the enclosed Substitute Form W-9 or applicable Form W-8. If the Restricted Notes are in more than one name or are not in the name of the actual beneficial owner, consult the enclosed Substitute Form W-9 guidelines for additional guidance on which number to report. If the exchange agent is not provided with a correct TIN or an adequate basis for an exemption from backup withholding, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service (the “IRS”). In addition, the exchange agent may be required to withhold 28% of the amount of any reportable payments made after the exchange to such tendering holder of Exchange Notes. If withholding results in an overpayment of taxes, a refund may be obtained if the required information is furnished to the IRS. Please review the enclosed Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9 for additional details on what TIN to give the exchange agent.

9.   Transfer Taxes.

The Company will pay all transfer taxes, if any, applicable to the exchange of Restricted Notes pursuant to the Exchange Offer. If, however, certificates representing Exchange Notes or Restricted Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Restricted Notes tendered hereby, or if tendered Restricted Notes are registered in the name of any person other than the

10

person signing this letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of Restricted Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

10.   Waiver of Conditions.

The Company reserves the right, in its sole discretion, to amend, waive or modify specified conditions in the Exchange Offer in the case of any Restricted Notes tendered.

11.   Mutilated, Lost, Stolen or Destroyed Restricted Notes.

Any tendering holder whose Restricted Notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address indicated herein for further instruction.

12.   Requests for Assistance or Additional Copies.

Questions and requests for assistance and requests for additional copies of the prospectus or this letter of transmittal may be directed to the exchange agent at the address specified in the prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

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IMPORTANT TAX INFORMATION

To prevent backup withholding, each tendering U.S. Holder (as defined below) should either (x) provide his, her or its correct TIN by completing the enclosed Substitute Form W-9, certifying that (1) he, she or it is a “United States person” (as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the “Code”)), (2) the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and (3) that the U.S. Holder is exempt from backup withholding because (i) the holder has not been notified by the IRS that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding or (y) otherwise establish an exemption. If you do not provide a completed Substitute Form W-9 to the exchange agent, backup withholding may begin and continue until you furnish your TIN. If you do not provide the exchange agent with the correct TIN or an adequate basis for exemption, you may be subject to a $50 penalty imposed by the IRS, and payments may be subject to backup withholding at a rate of 28% (until 2010, at which time the rate is currently scheduled to be 31%). If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, a tendering Non-U.S. Holder (as defined below) should (i) submit a properly completed IRS Form W-8 BEN or other Form W-8 to the exchange agent, certifying under penalties of perjury to the holder’s foreign status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained from the exchange agent or on the IRS website at www.irs.gov.

Certain holders (including, among others, corporations) are exempt recipients generally not subject to these backup withholding requirements. See the enclosed Substitute Form W-9 and Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9. To avoid possible erroneous backup withholding, exempt U.S. Holders should complete and return the Substitute Form W-9 and check the box marked “Exempt”.

For the purposes of these instructions, a “U.S. Holder” is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation) created under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. Holders that are, or hold Restricted Notes through, partnerships and other pass-through entities should consult their tax advisors regarding their treatment for purposes of these instructions. A “Non-U.S. Holder” is any holder (other than a holder that is, or holds its Restricted Notes through, a partnership or other pass-through entity) that is not a U.S. Holder. The U.S. federal income tax treatment of a partner or other beneficial owner in a partnership or other pass-through entity generally will depend on the status of the partner and the activities of such partnership. Partners and partnerships (including beneficial owners of pass-through entities and such entities themselves) should consult their own tax advisors as to the particular U.S. federal income tax consequences applicable to them.

See the enclosed Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9 for additional information and instructions.

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Exchange Agent: U.S. Bank National Association
SUBSTITUTE FORM W-9	Part 1 — PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT OR, IF YOU DO NOT HAVE A TIN, WRITE “APPLIED FOR” AND SIGN THE CERTIFICATION BELOW.
		Social Security Number OR
Department of the Treasury Internal Revenue Service (IRS)		Taxpayer Identification Number
		o Exempt
Payer’s Request for Taxpayer Identification Number (TIN)
	Check appropriate box: o Disregarded Entity o Individual/Sole Proprietor o Corporation o Partnership o Other ­ ­(If you are an LLC, check the box marked “Other”, write “LLC”, and also check one of the other boxes to indicate your tax status (e.g., disregarded entity, individual/sole proprietor, corporation, partnership).
Please fill in your name and address below. Name Business Name Address (number and street) City, State and Zip Code	Part 2 — Certification — Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2) I am not subject to backup withholding either because (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (as defined for U.S. federal income tax purposes).
	Certification Instructions — You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 1 and see the enclosed “Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9”.
	Signature: ­ ­		Date: ­ ­

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE “APPLIED FOR” ON SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that until I provide a taxpayer identification number, all reportable payments made to me will be subject to backup withholding, but will be refunded if I provide a certified taxpayer identification number within 60 days.

Signature:  ­ ­  Date: ­ ­

THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

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GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

U.S. person.  Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exempt payee.

For federal tax purposes you are considered a U.S. person if you are:

An individual who is a citizen or resident of the United States,

A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or

Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information.

Partners and partnerships must consult their own tax advisors regarding the application of these rules to them.

Foreign person.  If you are a foreign person, do not use Substitute Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.  Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Substitute Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.

4. The type and amount of income that qualifies for the exemption from tax.

5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example.  Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Substitute Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester, or

2. You do not certify your TIN when required (see the Part II instructions below for details), or

3. The IRS tells the requester that you furnished an incorrect TIN, or

4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and

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dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject to backup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Penalties

Failure to furnish TIN.  If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information.  Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs.  If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Name

If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor.  Enter your individual name as shown on your social security card on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name” line.

Limited liability company (LLC).  If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner’s name on the “Name” line. Enter the LLC’s name on the “Business name” line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for “Other” and enter “LLC” in the space provided.

Other entities.  Enter your business name as shown on required Federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name” line. Note: Check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

Exempt From Backup Withholding

If you are exempt, enter your name as described above and check the appropriate box for your status, then check the “Exempt” box under the taxpayer identification number and sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note:  If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees.  Backup withholding is not required on any payments made to the following payees:

1. An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States, or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies, or instrumentalities, or

5. An international organization or any of its agencies or instrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States,

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9. A futures commission merchant registered with the Commodity Futures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under the Investment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee or custodian, or

15. A trust exempt from tax under section 664 or described in section 4947.

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

	THEN the payment is exempt
IF the payment is for . . .	for . . .
Interest and dividend payments	All exempt recipients except for 9
Broker transactions	Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends	Exempt recipients 1 through 5
Payments over $600 required to be reported and direct sales over $5,000(1)	Generally, exempt recipients 1 through 7(2)

(1)	See Form 1099-MISC, Miscellaneous Income, and its instructions.
(2)	However, the following payments made to a corporation (including gross proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees; and payments for services paid by a Federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box.  If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-owner LLC that is disregarded as an entity separate from its owner, enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity’s EIN.

Note. See the chart below for further clarification of name and TIN combinations.

How to get a TIN.  If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses/ and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Substitute Form W-9 but do not have a TIN, fill out the box entitled “CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER.”

Caution:  A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II.  Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Substitute Form W-9. For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding above. Signature requirements. Complete the certification as indicated in 1 through 4 below.

1. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

2. Real estate transactions.  You must sign the certification. You may cross out item 2 of the certification.

3. Other payments.  You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross

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proceeds paid to attorneys (including payments to corporations).

4. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:		Give name and SSN of:
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law	The grantor-trustee(1) The actual owner(1)
5.	Sole proprietorship or single-owner LLC	The owner(3)

For this type of account:		Give name and EIN of:
6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)	List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.
(2)	Circle the minor’s name and furnish the minor’s SSN.
(3)	You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one). If you are a sole proprietor, IRS encourages you to use your SSN.

(4) List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note.  If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

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The exchange agent for the Exchange Offer is:

U.S. Bank National Association

U.S. Bank West Side Flats Operations Center
Attn: Ryan Anderson
60 Livingston Ave.
St. Paul, Minnesota 55107

For Information or Confirmation by Telephone:
Telephone: (651) 495-3577
Attention: Ryan Anderson

For any questions regarding this letter of transmittal or for additional information, you may contact the exchange agent by telephone at (651) 495-3577, attention: Ryan Anderson.

This letter of transmittal is to be used if certificates representing Restricted Notes are to be physically delivered to the exchange agent by holders of Restricted Notes. All Restricted Notes held in global form must be tendered by book-entry transfer in accordance with the standard operating procedures of Euroclear or Clearstream. Holders who wish to be eligible to receive Exchange Notes for their Restricted Notes pursuant to the Exchange Offer must validly tender (and not withdraw) their Restricted Notes to Euroclear or Clearstream, as the case may be, prior to the Expiration Date as described herein.

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EX-99.2

Exhibit 99.2

Form of

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

OFFER TO EXCHANGE

Up to €130 million 8.25% Senior Notes due 2015
that have been registered under the Securities Act of 1933, as amended,
for any and all outstanding unregistered 8.25% Senior Notes due 2015

Unconditionally guaranteed as to payment of principal and
interest by Hayes Lemmerz International, Inc. and the other guarantors named in the indenture governing the 8.25% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2008

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 12, 2008, UNLESS EXTENDED IN THE COMPANY’S SOLE DISCRETION (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

Hayes Lemmerz Finance LLC — Luxembourg S.C.A. (“Issuer” and, together with Hayes Lemmerz International, Inc. and its subsidiaries, the “Company”) is offering, upon the terms and subject to the conditions set forth in the prospectus dated          , 2008 (the “Prospectus”), and the enclosed letter of transmittal (the “Letter of Transmittal”), to exchange (the “Exchange Offer”) an aggregate principal amount of up to €130 million of the Issuer’s 8.25% Senior Notes due 2015 and related guarantees, which have been registered under the Securities Act of 1933, as amended (the “Exchange Notes”), for its outstanding 8.25% Senior Notes due 2015 and the related guarantees (the “Restricted Notes”). The Exchange Offer is being made in order to satisfy the obligations contained in the Registration Rights Agreement, dated as of May 30, 2007, by and among the Issuer, the guarantors party thereto and the initial purchasers referred to therein. Capitalized terms not defined herein shall have the respective meanings ascribed to them in the Prospectus.

We urge you to promptly contact your clients for whom you hold Restricted Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold Restricted Notes registered in your name or in the name of your nominee, or who hold Restricted Notes registered in their own names, we are enclosing the following documents:

1. Prospectus dated          , 2008;

2. The Letter of Transmittal, for your use and for the information of your clients; and

3. A form of letter which may be sent to your clients for whose account you hold Restricted Notes registered in your name or the name of your nominee, with space provided for obtaining such clients’ instructions with regard to the Exchange Offer, together with instructions to registered holders and/or book-entry transfer participant from owner.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 12, 2008, UNLESS EXTENDED BY THE COMPANY AT ITS SOLE DISCRETION. RESTRICTED NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME PRIOR TO THE EXPIRATION OR TERMINATION OF THE EXCHANGE OFFER.

To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other required documents, should be sent to the Exchange Agent by holders of Restricted Notes in other than global form, and certificates representing the Restricted Notes should be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

The Company will not pay any fee or commission to any broker or dealer or to any other person (other than the Exchange Agent) in connection with the solicitation of tenders of Restricted Notes pursuant to the Exchange Offer. The Company will pay or cause to be paid all transfer taxes applicable to the exchange of Restricted Notes pursuant to the Exchange Offer, except as set forth in Instruction 9 of the Letter of Transmittal.

Any inquiries you may have with respect to the Exchange Offer, or requests for additional copies of the enclosed materials, should be directed to U.S. Bank National Association, the Exchange Agent for the Notes, at its address and telephone number set forth on the front of the Letter of Transmittal.

Very truly yours,

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

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT TO THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS CONTAINED HEREIN AND THE STATEMENTS CONTAINED THEREIN.

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EX-99.3

Form of

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

OFFER TO EXCHANGE

Up to €130 million 8.25% Senior Notes due 2015
that have been registered under the Securities Act of 1933, as amended,
for any and all outstanding unregistered 8.25% Senior Notes due 2015

Unconditionally guaranteed as to payment of principal and
interest by Hayes Lemmerz International, Inc. and the other guarantors
named in the indenture governing the 8.25% Senior Notes due 2015

Pursuant to the Prospectus dated          , 2008

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 12, 2008, UNLESS EXTENDED IN THE COMPANY’S SOLE DISCRETION (THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

To our Clients:

Enclosed for your consideration is a prospectus, dated          , 2008 (the “Prospectus”), and the related letter of transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Hayes Lemmerz Finance LLC — Luxembourg S.C.A. (“Issuer” and, together with Hayes Lemmerz International, Inc. and its subsidiaries, the “Company”) to exchange an aggregate principal amount of up to €130 million of Issuer’s 8.25% Senior Notes due 2015 (the “Exchange Notes”), which have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for a like principal amount of the Issuer’s issued and outstanding 8.25% Senior Notes due 2015 (the “Restricted Notes”) that were issued in offerings under Rule 144A and Regulation S under the Securities Act. The Exchange Offer is being extended to all holders of the Restricted Notes in order to satisfy certain obligations contained in the Registration Rights Agreement, dated as of May 30, 2007, among the Issuer, the guarantors named therein and the initial purchasers of the Restricted Notes. The Exchange Notes are substantially identical to the Restricted Notes, except that the Exchange Notes have been registered under the Securities Act and the transfer restrictions, registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange Notes.

These materials are being forwarded to you as the beneficial owner of the Restricted Notes held by us for your account but not registered in your name. A TENDER OF SUCH RESTRICTED NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

Accordingly, we request instructions as to whether you wish us to tender on your behalf any or all of the Restricted Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Restricted Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on May 12, 2008, unless the Exchange Offer is extended in the Company’s sole discretion. Any Restricted Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the expiration of the Exchange Offer.

Your attention is directed to the following:

1. The Exchange Offer is for any and all Restricted Notes.

2. The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption “The Exchange Offer — Conditions to the Exchange Offer.”

3. Any transfer taxes incident to the transfer of Restricted Notes from the holder to the Company will be paid by the Company, except as otherwise provided in the Instructions in the Letter of Transmittal.

4. The Exchange Offer expires at 5:00 p.m., New York City time, on May 12, 2008, unless the Exchange Offer is extended or earlier terminated in the Company’s sole discretion.

If you wish to have us tender your Restricted Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter.

THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER RESTRICTED NOTES.

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INSTRUCTIONS WITH RESPECT TO THE
EXCHANGE OFFER
OF
HAYES LEMMERZ FINANCE LLC — LUXEMBOURG S.C.A.

The undersigned acknowledge(s) receipt of your letter and the enclosed materials referred to therein relating to the Exchange Offer made by Hayes Lemmerz Finance LLC — Luxembourg S.C.A. with respect to its outstanding 8.25% Senior Notes due 2015 (the “Restricted Notes”).

This will instruct you to tender the Restricted Notes held by you for the account of the undersigned, subject to the terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

[ ] Please tender the Restricted Notes held by you for my account as indicated below:

8.25% Senior Notes due 2015 €      (Aggregate Principal Amount of Restricted Notes)

[ ] Please do not tender any Restricted Notes held by you for my account.

Dated: ­ ­, 2008

Signature(s): 

Print Name(s) here: 

(Print Address(es)): 

(Area Code and Telephone Number(s)): 

Account Number: 

(Tax Identification or Social Security Number(s)): 

NONE OF THE RESTRICTED NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE RESTRICTED NOTES HELD BY US FOR YOUR ACCOUNT.

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