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EXECUTION COPY
AMENDMENT NO. 2 dated as of September 30,
1998 (this "Amendment"), to the Series 1997-A
Supplement to the Pooling Agreement dated as of
October 29, 1997 (the "Supplement"), among AAM
Receivables Corp., a Delaware corporation (the
"Company"), American Axle & Manufacturing, Inc., a
Delaware corporation (the "Servicer"), The Chase
Manhattan Bank, a New York banking corporation
("Chase") not in its individual capacity, but solely
as trustee (in such capacity, the "Trustee") and
Chase as the initial purchaser (the "Initial
Purchaser") and as agent (the "Agent") for the
institutions from time to time parties thereto as
purchasers.
RECITALS
A. The Company, the Servicer and the Trustee are parties to
a pooling agreement dated as of October 29, 1997 (the "Pooling Agreement").
The Pooling Agreement is supplemented by the Supplement.
B. The Company has requested that the Supplement be amended as
set forth herein.
C. The Initial Purchaser is willing to amend the Supplement
pursuant to the terms and subject to the conditions set forth herein.
D. The Company, the Servicer, the Trustee and the Initial
Purchaser are amending the Supplement pursuant to Section 11.07(b) of the
Supplement.
E. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Pooling Agreement and the
Supplement.
AGREEMENTS
In consideration of the foregoing Recitals, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company, the Servicer, the Trustee and the Initial Purchaser
agree as follows:
SECTION 1. Amendments. (a) The definition of "Applicable
Margin" as presented in Article I of the Supplement is amended and restated in
its entirety to read as follows:
"Applicable Margin" shall, at any date of determination until
the Margin Increase Date, for each Eurodollar Tranche, 1.00% per annum and, for
the Floating Tranche, 0.0% per annum, provided that from and after the Margin
Increase Date until the Second Margin Increase Date, the Applicable Margin at
any time shall be for each Eurodollar Tranche, 1.25% per annum and, for the
Floating Tranche 0.25% per annum and provided further that from and after the
Second Margin Increase Date, the Applicable Margin at any time shall be for each
Eurodollar Tranche, 2.25% per annum and, for the Floating Tranche, 1.25% per
annum.
(b) The definition of the term "Margin Increase Date" as
presented in Article I of the Supplement is amended and restated in its entirety
to read as follows:
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"Margin Increase Date" shall mean November 1, 1998.
(c) Article I of the Supplement is amended to include the
following definition of "Second Margin Increase Date" which shall read as
follows:
"Second Margin Increase Date" shall mean January 31, 1999.
(d) Section 2.08(b) of the Supplement are amended and restated
to read as follows:
"(b) The Trustee (acting at and in accordance with the written
direction of the Servicer upon which the Trustee may conclusively rely) shall
pay to the Agent from amounts deposited by the Servicer into the Collection
Account, for the pro rata account of the Purchasers in accordance with their
Commitment Percentages, on each Distribution Date, a commitment fee (which the
Servicer shall specify in such written direction) with respect to each Accrual
Period or portion thereof ending on such date (the "Commitment Fee") during the
Series 1997-A Revolving Period at a rate equal to (i) at any time prior to the
Second Margin Increase Date, 0.375% per annum and (ii) from and after the Second
Margin Increase Date, 0.50% per annum, in each case of the average daily excess
of the Aggregate Commitment Amount over the average Series 1997-A Invested
Amount (based on the Series 1997-A Purchaser Invested Amounts calculated without
regard to clauses (d) and (e) of the definition thereof) during such Accrual
Period; provided that, for purposes of calculating clause (b) of the Accrued
Expense Amount on any date of determination and clause (a)(i) of the Accrued
Expense Adjustment for purposes of clause (A) of the proviso to subsection
3A.03(a)(i) of this Supplement, as they relate to the Commitment Fee, it will be
assumed that the average Series 1997-A Invested Amount during the relevant
Accrual Period is equal to zero. The Commitment Fee shall be payable (a) monthly
in arrears on each Distribution Date, (b) on the Commitment Termination Date and
(c) on the Optional Termination Date. To the extent that funds on deposit in the
Series 1997-A Accrued Interest Sub-subaccount and the Series 1997-A
Non-Principal Collection Sub-subaccount at any such date are insufficient to pay
the Commitment Fee due on such date, the Trustee shall so notify the Company and
the Company shall immediately pay the Agent the amount of any such deficiency.
The Trustee shall not be liable for the payment of the Commitment Fee from its
own funds."
SECTION 2. Representations and Warranties. The Company
represents and warrants to the Agent and the Initial Purchaser that:
(a) Before and after giving effect to this Amendment, the
representations and warranties set forth in Section 2.03 of the Pooling
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(b) After giving effect to this Amendment, no Early
Amortization Event shall have occurred and be continuing.
SECTION 3. Conditions to Effectiveness. This Amendment shall
become effective as of the date first above written when the Agent shall have
received counterparts of this Amendment that, when taken together, bear the
signatures of the Company, the Servicer, the Initial Purchaser and the Trustee.
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SECTION 4. Effect of Amendment. Except as expressly set forth
herein, this Amendment shall not by implication or otherwise limit, impair,
constitute a waiver of, or otherwise affect the rights and remedies of the
Trustee, the Agent or the Initial Purchaser under the Pooling Agreement and the
Supplement, and shall not alter, modify, amend or in any way affect the terms,
conditions, obligations, covenants or agreements contained in the Pooling
Agreement and the Supplement, all of which are ratified and affirmed in all
respects and shall continue in full force and effect. Nothing herein shall be
deemed to entitle the Company to a consent to, or a waiver, amendment,
modification or other change of, any terms, conditions, obligations, covenants
or agreements contained in the Pooling Agreement or the Supplement in similar or
different circumstances. This Amendment shall apply and be effective only with
respect to the provisions of the Pooling Agreement and the Supplement
specifically referred to herein. Any default under this Amendment shall
constitute an Early Amortization Event under the Pooling Agreement.
SECTION 5. Pooling Agreement and Supplement. Except as
specifically amended hereby, the Pooling Agreement and Supplement shall continue
in full force and effect in accordance with the provisions thereof as in
existence on the date hereof. After the date hereof, any reference to the
Pooling Agreement or the Supplement shall mean the Pooling Agreement or the
Supplement as amended hereby. This Amendment shall constitute a Transaction
Document for all purposes under the Pooling Agreement.
SECTION 6. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in two
or more counterparts, each of which shall constitute an original but all of
which when taken together shall constitute but one contract. Delivery of an
executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
SECTION 8. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.
AAM RECEIVABLES CORP.,
by
/s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Vice President-Finance and
Chief Financial Officer
THE CHASE MANHATTAN BANK, as
Agent
by
/s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as
Initial Purchaser
by
/s/ Xxxxxxxx Xxxxxxx
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Name: Xxxxxxxx Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as
Trustee
by
/s/ Xxxx Xxxxxxx
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Name: Xxxx Xxxxxxx
Title: Trust Officer
AMERICAN AXLE &
MANUFACTURING, INC., as Servicer
by
/s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Treasurer
