EXECUTION VERSION

This DEPOSITARY AGREEMENT (this “ Depositary Agreement ”) dated as of May 12, 2009, among HLI Operating Company, Inc., a Delaware corporation (the “ U.S. Borrower ”), and Hayes Lemmerz Finance LLC - Luxembourg S.C.A., a société en commandite par actions organized under the laws of the Grand Duchy of Luxembourg (the “ Luxembourg Borrower ” and, together with the U.S. Borrower, the “ Borrowers ”), Deutsche Bank AG New York Branch in its capacity as DIP Administrative Agent for the DIP Lenders (together with its successors and permitted assigns in such capacity, the “ DIP Administrative Agent ”), and Deutsche Bank Trust Company Americas, in its capacity as bank and as securities intermediary (together with its successors and permitted assigns in such capacity, the “ Depositary ”).

WHEREAS, the Borrowers entered into the Second Amended and Restated Credit Agreement, dated as of May 30, 2007 (the “ Second Amended and Restated Credit Agreement ”), among the Borrowers, Hayes Lemmerz International, Inc., a Delaware corporation (“ Holdings ”), the Lenders and Issuers (in each case as defined therein) party thereto, Citicorp North America, Inc. (“ CNAI ”), as administrative agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the other Loan Documents, the “ Prepetition Administrative Agent ”), Deutsche Bank Securities Inc., as Syndication Agent, CNAI, as Documentation Agent, and Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Joint Book-Running Lead Managers and Joint Lead Arrangers, as amended by Amendment No. 1, dated as of January 30, 2009 (“ Amendment No. 1 ”), among the Borrowers, Holdings and the Prepetition Administrative Agent on behalf of each Lender executing a Lender Consent (as defined therein); and

WHEREAS, contemporaneously with the execution and delivery of this Depositary Agreement, the Borrowers and Holdings entered into an Amendment No. 2 to the Second Amended and Restated Credit Agreement, dated as of May 12, 2009 (“ Amendment No. 2 ”, together with Amendment No.1 and the Second Amended and Restated Credit Agreement, the “ Amended Credit Agreement ”), among the Borrowers, Holdings, each Lender (as defined in the Existing Credit Agreement referred to therein) party thereto, each DIP Lender (as defined therein), Deutsche Bank AG New York Branch, as administrative agent for the DIP Lenders and Deutsche Bank Securities Inc. and General Electric Capital Corporation, as Joint Book-Running Lead Managers, Joint Lead Arrangers and Joint Syndication Agents with respect to the DIP Facilities referred to therein and Deutsche Bank Securities Inc., as Documentation Agent with respect to the DIP Facilities referred to therein;

WHEREAS, the DIP Administrative Agent desires the Depositary to hold and administer the various accounts established pursuant to this Depositary Agreement and moneys deposited and Permitted Investments held therein in accordance with the terms of this Depositary Agreement;

WHEREAS, it is a condition precedent to the incurrence of the DIP Effective Date that this Depositary Agreement shall have been executed and delivered by each of the parties hereto;

WHEREAS, this is the Depositary Agreement referred to in Amended Credit Agreement and the Interim Order;

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Section 1.1        Capitalized Terms .  Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement.

Section 1.2        Construction .  For all purposes of this Depositary Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a)             all terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)             all references in this Depositary Agreement to designated “Articles,” “Sections,” “Schedules”, “Exhibits” and other subdivisions are to the designated Articles, Sections, Schedules, Exhibits and other subdivisions of this Depositary Agreement;

(c)             the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Depositary Agreement as a whole and not to any particular Article, Section or other subdivision;

(d)             unless otherwise expressly specified, any agreement, contract or document defined or referred to herein shall mean such agreement, contract or document as in effect as of the date hereof, as the same may thereafter be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and of the DIP Loan Documents and including any agreement, contract or document in substitution or replacement of any of the foregoing;

(e)             unless the context clearly intends to the contrary, pronouns having a masculine or feminine gender shall be deemed to include the other;

(f)             any reference to any Person shall include its successors and assigns;

(g)             any reference to a “written instruction”, “written direction”, “written consent”, “written notice” or other similar phrases requiring a writing shall mean a written instruction, written direction, written consent, written notice or other writing meeting the requirements of Section 6.2; and

(h)           all references herein to “include” or “including” shall be deemed to be followed by the words “without limitation”

Section 1.3        Definitions .  As used in this Depositary Agreement, the following terms shall have the following meanings:

“ Account Collateral ” means U.S. Borrower Account Collateral and Luxembourg Borrower Account Collateral.

“ Adjusted Budget ” shall mean, on any date, the then-applicable 13-Week Budget, as adjusted (on a reasonable basis and in good faith) to permit a cumulative adverse deviation of no greater than 10%, and as further adjusted with the consent of the Requisite DIP Lenders.

“ Available Cash ” means, on any date of determination, cash on hand of the Obligors available for the payment of expenses of the Obligors included in the Adjusted Budget (for purposes of clarity, it is understood and agreed that "Trapped Cash" as set forth in the 13-Week Budget shall not be included in determining Available Cash).

“ Collateral Accounts ” has the meaning set forth in Section 2.2.

“ Debt Termination Date ” means the date on which (i) all Secured DIP Obligations, other than contingent liabilities and obligations which are unasserted at such date, have been paid and satisfied in full (or legally defeased in full in accordance with the express terms and conditions of the related DIP Loan Documents and other governing documentation) and (ii) all commitments to extend credit of the DIP Lenders under the DIP Loan Documents have been terminated.

“ Default Event ” means a Default or an Event of Default.

“ DIP Administrative Agent Payment Account ” means the account specified on Schedule I under the caption “DIP Administrative Agent Payment Account”, or such other account as may be specified by the DIP Administrative Agent in a written notice to the Depositary.

“ Financial Assets ” has the meaning set forth in Section 2.4.

“ Indemnified Depositary Party ” has the meaning set forth in Section 5.2.

“ Luxembourg Borrower Account Collateral ” has the meaning set forth in Section 2.3(b).

“ Luxembourg Borrower Dollar Payment Account ” means the account specified on Schedule I under the caption “Luxembourg Borrower Dollar Payment Account”, or such other account as may be specified by the Luxembourg Borrower in a written notice to the Depositary.

“ Luxembourg Borrower Euro Payment Account ” means the account specified on Schedule I under the caption “Luxembourg Borrower Euro Payment Account”, or such other account as may be specified by the Luxembourg Borrower in a written notice to the Depositary.

“ Luxembourg Borrower Permitted Expenses ” means, with respect to the Luxembourg Borrower and its Subsidiaries (a) transactions costs, fees and expenses with respect to the DIP Loan Documents (to the extent payment thereof is not otherwise made in accordance with Section 3.2(c)( first ), 3.3(c)( first ) or 3.4(c)( first )); (b) Specified Expenses in accordance with the Adjusted Budget, the DIP Loan Documents and the Orders and (c) to the extent not included in clause (b), administrative costs of the Cases and claims or amounts approved by the Bankruptcy Court.

“ Moody’s ” means Moody’s Investors Service, a division of Dun & Bradstreet Corporation.

“ New York UCC ” means the Uniform Commercial Code as in effect from time to time in the State of New York.

“ Permitted Investments ” of any Person means:

(a) securities issued or fully guaranteed or insured by the United States government or any agency thereof;

(b) certificates of deposit, eurodollar time deposits, overnight bank deposits and bankers’ acceptances of any DIP Lender or any commercial bank organized under the laws of the United States, any state thereof, the District of Columbia, any foreign bank, or its branches or agencies (fully protected against currency fluctuations) that, at the time of acquisition, are rated at least “A-1” by S&P or “P-1” by Moody’s;

(c) commercial paper of an issuer rated at least “A-1” by S&P or “P-1” by Moody’s; and

(d) shares of any money market fund that (i) has at least 95% of its assets invested continuously in the types of investments referred to in clauses (a), (b) and (c) above, (ii) has net assets of not less than $500,000,000 and (iii) is rated at least “A-1” by S&P or “P-1” by Moody’s;

provided , however, that the maturities of all obligations of the type specified in clauses (i) through (iv) above shall not exceed 90 days.

“ S&P ” means Standard & Poor’s Ratings Services.

“ Secured DIP Obligations ” means the Domestic DIP Obligations and the Foreign DIP Obligations.

“ Specified Expenses ” of either Borrower, on any date of determination,  means expenses of the Obligors of the type that would be included (reasonably and in good faith) in the following line items of the Adjusted Budget: (a) “Total Disbursements” and (b) “Total Restructuring Costs”. Specified Expenses shall exclude (to the extent included) any payments with respect to Indebtedness outstanding prior to the Petition Date (including Prepetition Obligations) except to the extent expressly permitted by the Orders.

“ Subject Transfer Date ” means any Business Day of a week in respect of which a Withdrawal Certificate is delivered in accordance with this Depositary Agreement as specified in such Withdrawal Certificate.

“ Trigger Event Date ” has the meaning set forth in Section 3.8(a).

“ U.S. Borrower Account Collateral ” has the meaning set forth in Section 2.3(a).

“ U.S. Borrower Dollar Collateral Account ” has the meaning set forth in Section 2.2(a).

“ U.S. Borrower Payment Account ” means the account specified on Schedule I under the caption “U.S. Borrower Payment Account”, or such other account as may be specified by the U.S. Borrower in a written notice to the Depositary.

“ U.S. Borrower Permitted Expenses ” means, with respect to the U.S. Borrower and its Subsidiaries (a) transactions costs, fees and expenses with respect to the DIP Loan Documents (to the

extent payment thereof is not otherwise made in accordance with Section 3.2(c)( first ), 3.3(c)( first ) or 3.4(c)( first )); (b) Specified Expenses in accordance with the Adjusted Budget, the DIP Loan Documents and the Orders and (c) to extent not included in clause (b), administrative costs of the Cases and claims or amounts approved by the Bankruptcy Court.

“ Withdrawal Certificate ” means a certificate in the form of Exhibit A signed by an Authorized Officer of each of the Borrowers which satisfies, when applicable, the express requirements of this Depositary Agreement.

Section 1.4        Uniform Commercial Code .  All terms defined in the New York UCC shall have the respective meanings given to those terms in the New York UCC.

Section 2.1        The Depositary .  (a )   The Depositary hereby agrees to act as a bank (within the meaning of Section 9-102(a)(8) of the New York UCC) and as a securities intermediary (within the meaning of Section 8-102(1)(14) of the New York UCC) and to accept all cash, payments, other amounts and Permitted Investments to be delivered to or held by the Depositary pursuant to the terms of this Depositary Agreement and the other DIP Loan Documents.  The Depositary shall hold and maintain the Collateral Accounts during the term of this Depositary Agreement and shall treat the Collateral Accounts and the cash, instruments and Permitted Investments in the Collateral Accounts as monies, instruments and securities pledged by each of the Borrowers to the DIP Administrative Agent for the benefit of the DIP Lenders, in accordance with the provisions of this Depositary Agreement.  The Depositary does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for either of the Borrowers.

(b)            Neither Borrower shall assert any claims against or to monies held in the Collateral Accounts, as third party beneficiaries or otherwise, except the right of such Borrower to receive or make requisitions of monies held in the Collateral Accounts, as permitted by this Depositary Agreement, and the right of the Borrowers to direct the investment of monies held in the Collateral Accounts as permitted by Section 3.5.

Section 2.2        Establishment of Collateral Accounts .  The Depositary hereby agrees and confirms that it has established the following accounts (the “ Collateral Accounts ”) in the name of the U.S. Borrower (in the case of the U.S. Borrower Dollar Collateral Account) and the Luxembourg Borrower (in the case of the Luxembourg Borrower Dollar Collateral Account and the Luxembourg Borrower Euro Collateral Account) as special, segregated accounts, which shall be maintained at all times until the termination of this Deposita