Contract
AMENDMENT
NO. 1 dated as of April 12, 2005, to the Credit Agreement dated as of January 9,
2004 (the “Credit
Agreement”), among
AMERICAN AXLE & MANUFACTURING, INC. ( the “Borrower”),
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (“Parent”), the
financial and other institutions party thereto as lenders (the “Lenders”) and
JPMORGAN CHASE BANK, N.A., formerly known as JPMorgan Chase Bank, as
administrative agent (in such capacity, the “Administrative
Agent”) for
the Lenders.
A.
Pursuant to the Credit Agreement, the Lenders have extended credit to the
Borrower, and have agreed to extend credit to the Borrower, pursuant to the
terms and subject to the conditions set forth therein.
B.
The Borrower has requested that the Lenders agree to amend certain provisions of
the Credit Agreement, as set forth herein.
C.
The undersigned Lenders are willing to agree to such amendments pursuant to the
terms and subject to the conditions set forth herein.
In
consideration of the premises and the agreements, provisions and covenants
herein contained, the parties hereto hereby agree, on the terms and subject to
the conditions set forth herein, as follows:
SECTION
1. Definitions;
References. Unless
otherwise specifically defined herein, each term used herein that is defined in
the Credit Agreement shall have the meaning assigned to such term in the Credit
Agreement. Each reference to “hereof”, “hereunder”, “herein” and “hereby” and
each other similar reference and each reference to “this Agreement” and each
other similar reference contained in the Credit Agreement shall from and after
the date hereof refer to the Credit Agreement with such amendments effected
hereby.
SECTION
2. Amendments. (a)
The
definition of “Applicable Rate” set forth in Section 1.01 of the Credit
Agreement is hereby amended by deleting the table set forth therein in its
entirety and substituting in lieu thereof the following:
|
Index
Debt
Ratings |
ABR
Spread |
Eurodollar
Spread |
Commitment
Fee
Rate | |
|
Category
1 |
≥
A-/A3 |
0.00% |
0.50% |
0.100% |
|
Category
2 |
≥
BBB+/Baa1 |
0.00% |
0.625% |
0.125% |
|
Category
3 |
≥
BBB/Baa2 |
0.00% |
0.75% |
0.150% |
|
Category
4 |
≥
BBB-/Baa3 |
0.00% |
1.00% |
0.175% |
|
Category
5 |
≤
BB+/Ba1 |
0.25% |
1.25% |
0.250% |
(b)
The
definition of “Maturity Date” set forth in Section 1.01 of the Credit Agreement
is hereby amended to read in its entirety as follows:
“Maturity
Date” means
April 12, 2010.
(c)
Section
3.04(a) of the Credit Agreement is hereby amended to read in its entirety as
follows:
(a) The
Parent has heretofore furnished to the Lenders its consolidated balance sheet
and statements of income, stockholders equity and cash flows as of and for the
fiscal year ended December 31, 2004, reported on by Deloitte & Touche LLP,
independent public accountants. Such financial statements present fairly, in all
material respects, the financial position and results of operations and cash
flows of the Parent and its consolidated Subsidiaries as of such date and for
such period in accordance with GAAP.
(d)
Section
3.04(b) of the Credit Agreement is hereby amended to read in its entirety as
follows:
(b) Since
December 31, 2004, there has been no material adverse change in the
business, assets, operations or financial condition of the Parent and the
Subsidiaries, taken as a whole.
SECTION
3. Representations
and Warranties. Each of
Parent and the Borrower represents and warrants to each of the Lenders
that:
(a)
After
giving effect to this Amendment, the representations and warranties of each Loan
Party set forth in the Loan Documents are true and correct in all material
respects on the date hereof with the same effect as if made on the date hereof,
except for representations and warranties expressly made as of an earlier date,
which were true and correct in all material respects as of such earlier
date.
(b)
After
giving effect to this Amendment, no Default has occurred and is
continuing.
SECTION
4. Conditions
to Effectiveness. This
Amendment shall become effective as of the date (the “Amendment
Effective Date”) on
which the following conditions precedent have been satisfied:
(a)
the
Master Assignment and Assumption Agreement dated as of the date hereof (the
“Assignment
and Assumption”) among
the Borrower, Parent, the Assignors and Assignees (each as defined therein) and
the Administrative Agent shall have become effective and the transactions
contemplated thereby shall have been completed in accordance with its
terms;
(b)
the
Administrative Agent shall have received counterparts of this Amendment that,
when taken together, bear the signatures of Parent, the Borrower and each of the
Lenders;
(c)
the
Administrative Agent shall have received such evidence as it shall reasonably
request regarding the authority of Parent and the Borrower to enter into this
Amendment;
(d)
the
Administrative Agent shall have received from the Borrower all accrued interest,
accrued fees and other amounts (other than (i) principal and (ii) amounts
payable to any Terminating Lenders (as defined in the Assignment and Assumption)
pursuant to Section 2.15 of the Credit Agreement) payable to the Lenders
(including any Terminating Lenders) on the Amendment Effective Date under the
Credit Agreement to the extent not previously paid (regardless of whether the
same would be due and payable on the Amendment Effective Date under the Credit
Agreement);
(e)
the
Administrative Agent shall have received all fees separately agreed to be
payable to the Lenders in connection with this Amendment; and
(f)
the
Administrative Agent shall have received all other amounts due and payable by
the Borrower hereunder or under the Credit Agreement on or prior to the
Amendment Effective Date, including, to the extent invoiced, reimbursement or
payment of all out-of-pocket expenses (including reasonable fees and
disbursements of Cravath, Swaine & Xxxxx LLP, counsel to the Administrative
Agent) required to be reimbursed or paid by the Borrower hereunder or
thereunder.
SECTION
5. Commitments. The
parties hereto agree that, after giving effect to the assignments and
assumptions made pursuant to the Assignment and Assumption, and effective
immediately prior to the effectiveness of this Amendment on the Amendment
Effective Date, the Commitments of the Lenders under the Credit Agreement are as
set forth on Schedule 1 hereto.
SECTION
6. Effect
of Amendment. Except
as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the
rights and remedies of the Lenders or the Administrative Agent under the Credit
Agreement or any other Loan Document, and shall not alter, modify, amend or in
any way affect any of the terms, conditions, obligations, covenants or
agreements contained in the Credit Agreement or any other Loan Document, 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 any Loan Party to a
consent to, or a waiver, amendment, modification or other change of, any of the
terms, conditions, obligations, covenants or agreements contained in the Credit
Agreement or any other Loan Document in similar or different circumstances. This
Amendment shall apply and be effective with respect to the matters expressly
referred to herein. After the Amendment Effective Date, any reference to the
Credit Agreement shall mean the Credit
Agreement
with such amendments effected hereby. This Amendment shall constitute a “Loan
Document” for all purposes of the Credit Agreement and the other Loan
Documents.
SECTION
7. Applicable
Law.
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
SECTION
8. 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 or electronic mail shall be effective as delivery of a
manually executed counterpart hereof.
SECTION
9. Expenses. The
Borrower agrees to reimburse the Administrative Agent for its reasonable and
documented out-of-pocket expenses in connection with this Amendment, including
the reasonable fees, charges and disbursements of Cravath, Swaine &
Xxxxx LLP, counsel for the Administrative Agent.
[The
remainder of this page intentionally left blank]
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.
|
AMERICAN
AXLE & MANUFACTURING, INC.
| |
|
by |
/s/ Xxxxxxx X. Xxxxxxx |
|
Name:
Xxxxxxx X. Xxxxxxx | |
|
Title:
Vice President, Treasurer | |
|
AMERICAN
AXLE & MANUFACTURING HOLDINGS, INC.
| |
|
by |
/s/ Xxxxxxx X. Xxxxxxx |
|
Name:
Xxxxxxx X. Xxxxxxx | |
|
Title:
Vice President, Treasurer | |
|
JPMORGAN
CHASE BANK, N.A., individually and as Administrative Agent
| |
|
by |
/s/ Xxxxxxx X. Xxxxx |
|
Name:
Xxxxxxx X. Xxxxx | |
|
Title: Managing
Director | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
BANK
OF AMERICA, N.A.
| |
|
by: |
/s/ Xxxx XxXxxxxx |
|
Name:
Xxxx XxXxxxxx | |
|
Title:
Senior Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution BANK OF CHINA, LOS ANGELES BRANCH
| |
|
by: |
/s/ Xxxxx Xx |
|
Name: Xxxxx
Xx | |
|
Title:
Vice President | |
|
|
|
|
by: |
/s/ Xxxx Xxxx |
| Name: Xxxx Xxxx | |
| Title: Branch Manager & VP | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Bank
of China, New York Branch
| |
|
by: |
/s/ Xxxxxxx X. Xxxxx |
|
Name:
Xxxxxxx X. Xxxxx | |
|
Title:
Chief Lending Officer | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution BNP PARIBAS
| |
|
by: |
/s/ Xxxxxxx Xxxxxxx |
|
Name:
Xxxxxxx Xxxxxxx | |
|
Title:
Managing Director | |
|
by: |
/s/ Xxxx Xxxxxxxx |
| Name: Xxxx Xxxxxxxx | |
| Title: Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
CALYON
NEW YORK BRANCH
| |
|
by: |
/s/ Xxx X. Xxxxx |
|
Name: Xxx
X. Xxxxx | |
|
Title: Managing
Director, Deputy Manager | |
|
CALYON
NEW YORK BRANCH
| |
|
by: |
/s/ Xxxxxx X. Xxxxxx |
|
Name: Xxxxxx
X. Xxxxxx | |
|
Title: Managing
Director | |
| Head of Midwest Region | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution COMERICA BANK
| |
|
by: |
/s/ Xxxxxx X. Xxxxxxx |
|
Name: Xxxxxx
X. Xxxxxxx | |
|
Title:
Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution HSBC Bank USA, National Associat:
| |
|
by: |
/s/ Xxxx X. Xxxxxxx |
|
Name:
Xxxx X. Xxxxxxx | |
|
Title:
Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution
KEYBANK
NATIONAL ASSOCIATION
| |
|
by: |
/s/ Xxxxxx X. Xxxxxxx |
|
Name:
Xxxxxx X. Xxxxxxx | |
|
Title:
Senior Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
XXXXXXX
XXXXX BANK USA
| |
|
by: |
/s/ Xxxxx Xxxxxx |
|
Name: Xxxxx
Xxxxxx | |
|
Title:
Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution MIZUHO CORPORATE BANK, LTD.
| |
|
by: |
/s/ Xxxxxx Xxxxxxxxx |
|
Name:
Xxxxxx Xxxxxxxxx | |
|
Title:
Senior Vice President & Team Leader | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution: National City Bank of the
Midwest
| |
|
by: |
/s/ Xxxxx Xxxxxx |
|
Name:
Xxxxx Xxxxxx | |
|
Title:
Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution Standard Federal Bank, N.A.
| |
|
by: |
/s/ Xxxxx X. Xxxxxxxx |
|
Name: Xxxxx
X. Xxxxxxxx | |
|
Title:
Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution SUMITOMO MITSUI BANKING CORPORATION
| |
|
by: |
/s/ Xxxxxxxxx Xxxxxxxxx |
|
Name:
Xxxxxxxxx Xxxxxxxxx | |
|
Title: Deputy
General Manager | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution SUNTRUST BANK
| |
|
by: |
/s/ Xxxxx X. Xxxxxxxxx |
|
Name: Xxxxx
X. Xxxxxxxxx | |
|
Title: Director | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution THE BANK OF NEW YORK
| |
|
by: |
/s/ Xxxx X. Xxxxx, Xx. |
|
Name:
Xxxx X. Xxxxx, Xx. | |
|
Title:
Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution The Bank of Nova Scotia
| |
|
by: |
/s/ X. Xxxxxx |
|
Name:
X. Xxxxxx | |
|
Title:
Assistant Agent | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO
BRANCH
| |
|
by: |
/s/ Kazuya Matsushita |
|
Name:
Kazuya Matsushita | |
|
Title: General
Manager | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution US Bank, National Association
| |
|
by: |
/s/ Xxxx Xxxxx |
|
Name:
Xxxx Xxxxx | |
|
Title:
Vice President | |
SIGNATURE
PAGE TO AMENDMENT NO. 1 DATED AS OF APRIL ___, 2005, TO THE CREDIT
AGREEMENT DATED AS OF JANUARY 9, 2004, among AMERICAN AXLE & MANUFACTURING,
INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE LENDERS and JPMORGAN
CHASE BANK, N.A., as Administrative Agent,
|
Name
of Institution: WACHOVIA BANK, NA
| |
|
by: |
/s/ Xxxxxxxxx X Xxxxxx |
|
Name:
Xxxxxxxxx X Xxxxxx | |
|
Title: Director | |
Schedule
I
|
Lender
|
Commitment
|
|
Administrative
Agent:
|
|
|
JPMorgan
Chase Bank, N.A.
|
$60,000,000.00
|
|
Syndication
Agents:
|
|
|
Bank
of America, N.A.
|
$60,000,000.00
|
|
Wachovia
Bank, National Association
|
$50,000,000.00
|
|
Documentation
Agents:
|
|
|
Standard
Federal Bank, N.A.
|
$42,500,000.00
|
|
Managing
Agents:
|
|
|
SunTrust
Bank
|
$35,000,000.00
|
|
Key
Bank, National Association
|
$35,000,000.00
|
|
Calyon
New York Branch
|
$35,000,000.00
|
|
BNP
Paribas
|
$35,000,000.00
|
|
Mizuho
Corporate Bank, Ltd.
|
$35,000,000.00
|
|
Bank
of China, New York Branch
|
$18,750,000.00
|
|
Bank
of China, Los Angeles Branch
|
$13,750,000.00
|
|
Co-Agents:
|
|
|
Xxxxxxx
Xxxxx Bank USA
|
$25,000,000.00
|
|
Sumitomo
Mitsui Banking Corp., New York
|
$25,000,000.00
|
|
US
Bank, National Association
|
$25,000,000.00
|
|
HSBC
Bank USA, NA
|
$25,000,000.00
|
|
The
Bank of Tokyo-Mitsubishi, Ltd., Chicago
Branch
|
$17,500,000.00
|
|
The
Bank of New York
|
$17,500,000.00
|
|
Comerica
Bank
|
$17,500,000.00
|
|
National
City Bank of the Midwest
|
$17,500,000.00
|
|
The
Bank of Nova Scotia
|
$10,000,000.00
|
|
Total
|
$600,000,000.00
|
