FORM OF GUARANTEE AGREEMENT dated as of among AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., THE SUBSIDIARY GUARANTORS IDENTIFIED HEREIN and JPMORGAN CHASE BANK, N.A., as Administrative Agent
EXHIBIT
99.4
EXHIBIT
A
FORM OF GUARANTEE AGREEMENT
dated as of
among
AMERICAN AXLE & MANUFACTURING, INC.,
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
THE SUBSIDIARY GUARANTORS
IDENTIFIED HEREIN
IDENTIFIED HEREIN
and
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent
TABLE OF CONTENTS
ARTICLE I |
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Definitions |
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SECTION 1.01. Credit Agreement
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1 | |||
SECTION 1.02. Other Defined Terms
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1 | |||
ARTICLE II |
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The Guarantees |
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SECTION 2.01. Guarantee
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2 | |||
SECTION 2.02. Guarantee of Payment
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2 | |||
SECTION 2.03. No Limitations
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2 | |||
SECTION 2.04. Reinstatement
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3 | |||
SECTION 2.05. Agreement To Pay; Subrogation
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4 | |||
SECTION 2.06. Information
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4 | |||
ARTICLE III |
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Indemnity, Subrogation and Subordination |
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SECTION 3.01. Indemnity and Subrogation
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4 | |||
SECTION 3.02. Contribution and Subrogation
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4 | |||
SECTION 3.03. Subordination
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5 | |||
ARTICLE IV |
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Miscellaneous |
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SECTION 4.01. Notices
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5 | |||
SECTION 4.02. Waivers; Amendment
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5 | |||
SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification
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6 | |||
SECTION 4.04. Successors and Assigns
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6 | |||
SECTION 4.05. Survival of Agreement
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6 | |||
SECTION 4.06. Counterparts; Effectiveness; Several Agreement
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7 | |||
SECTION 4.07. Severability
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7 | |||
SECTION 4.08. Right of Set-Off
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7 | |||
SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process
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8 | |||
SECTION 4.10. WAIVER OF JURY TRIAL
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8 | |||
SECTION 4.11. Headings
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9 | |||
SECTION 4.12. Termination
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9 | |||
SECTION 4.13. Additional Guarantors
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9 | |||
Schedules
Schedule I Initial Subsidiary Guarantors
Schedule I Initial Subsidiary Guarantors
Exhibits
Exhibit A Form of Supplement
Exhibit A Form of Supplement
GUARANTEE
AGREEMENT dated as of ___________ among AMERICAN AXLE &
MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., the
SUBSIDIARY GUARANTORS identified herein and JPMORGAN CHASE BANK, N.A., as
Administrative Agent.
Reference
is made to the ___________ Agreement dated as of ______________ (as amended, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among American Axle &
Manufacturing, Inc. (the “Borrower”), American Axle & Manufacturing Holdings, Inc. (the
“Parent”), the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent. The Lenders have agreed to extend credit to the Borrower subject to the terms and
conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit
are conditioned upon, among other things, the execution and delivery of this Agreement. The Parent
and the Subsidiary Guarantors are affiliates of the Borrower, will derive substantial benefits from
the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute
and deliver this Agreement in order to induce the Lenders to extend such credit. Accordingly, the
parties hereto agree as follows:
ARTICLE I
Definitions
SECTION 1.01. Credit Agreement. (a) Capitalized terms used in this Agreement and
not otherwise defined herein have the meanings specified in the Credit Agreement.
(b) The rules of construction specified in Section 1.03 of the Credit Agreement also apply to
this Agreement.
SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms
have the meanings specified below:
“Borrower” has the meaning assigned to such term in the preliminary statement of this
Agreement.
“Credit Agreement” has the meaning assigned to such term in the preliminary statement
of this Agreement.
“Guaranteed Parties” means (a) the Lenders, (b) the Administrative Agent, (c) the
beneficiaries of each indemnification obligation undertaken by the Borrower under the Credit
Agreement and (d) the successors and permitted assigns of each of the foregoing.
“Guarantors” means the Parent and the Subsidiary Guarantors.
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“Obligations” means (a) the due and punctual payment by the Borrower of (i) the
principal of and interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, and (ii) all other monetary obligations of the Borrower
to any of the Guaranteed Parties under the Credit Agreement, including obligations to pay fees,
expense reimbursement obligations and indemnification obligations, whether primary, secondary,
direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency
of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) and (b) the due and punctual payment of all other
obligations of each Loan Party under or pursuant to each of the Loan Documents.
“Parent” has the meaning assigned to such term in the preliminary statement of this
Agreement.
“Subsidiary Guarantors” means the Subsidiaries identified on Schedule I and each other
Subsidiary that becomes a party to this Agreement as a Subsidiary Guarantor after the Effective
Date pursuant to Section 4.13 of this Agreement or Section 5.09 of the Credit Agreement;
provided, that if a Subsidiary is released from its obligations as a Subsidiary Guarantor
hereunder as provided in Section 4.12(b) or (c), such Subsidiary shall cease to be a Subsidiary
Guarantor hereunder effective upon such release.
ARTICLE II
The Guarantees
SECTION 2.01. Guarantee. Each Guarantor unconditionally guarantees, jointly with the
other Guarantors and severally, as a primary obligor and not merely as a surety, the due and
punctual payment of the Obligations. Each of the Guarantors further agrees that the Obligations
may be extended or renewed, in whole or in part, without notice to or further assent from it, and
that it will remain bound upon its guarantee notwithstanding any extension or renewal of any
Obligation. Each of the Guarantors waives presentment to, demand of payment from and protest to
the Borrower or any other Loan Party of any of the Obligations, and also waives notice of
acceptance of its guarantee and notice of protest for nonpayment.
SECTION 2.02. Guarantee of Payment. Each of the Guarantors further agrees that its
guarantee hereunder constitutes a guarantee of payment when due and not of collection, and waives
any right to require that any resort be had by the Guaranteed Parties to any balance of any deposit
account or credit on the books of any Guaranteed Party in favor of the Borrower or any other
Person.
SECTION 2.03. No Limitations. (a) Except for termination of a Guarantor’s
obligations hereunder as expressly provided in Section 4.12, the obligations
3
of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or
termination whatsoever by reason of the invalidity, illegality or unenforceability of the
Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of
each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the
failure of any Guaranteed Party to assert any claim or demand or to enforce any right or remedy
under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or
modification of, or any release (other than pursuant to Section 4.12(b) or (c)) from any of the
terms or provisions of, any Loan Document or any other agreement, including with respect to any
other Guarantor under this Agreement; (iii) the release of any security held by any Guaranteed
Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the
performance of the Obligations; or (v) any other act or omission that may or might in any manner or
to any extent vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor
as a matter of law or equity (other than the payment in full in cash of all the Obligations). If
any security is granted to secure the payment of the Obligations, each Guarantor expressly
authorizes the Guaranteed Parties to exchange, waive or release any or all such security (with or
without consideration), to enforce or apply such security and direct the order and manner of any
sale thereof in their sole discretion or to release or substitute any one or more other guarantors
or obligors upon or in respect of the Obligations, all without affecting the obligations of any
Guarantor hereunder.
(b) To the fullest extent permitted by applicable law, each Guarantor waives any defense
based on or arising out of any defense of the Borrower or any other Loan Party or the
unenforceability of the Obligations or any part thereof from any cause, or the cessation from any
cause of the liability of the Borrower or any other Loan Party, other than the payment in full in
cash of all the Obligations. The Guaranteed Parties may, at their election, foreclose on any
security held by one or more of them by one or more judicial or nonjudicial sales, accept an
assignment of any such security in lieu of foreclosure, compromise or adjust any part of the
Obligations, make any other accommodation with the Parent, the Borrower or any other Loan Party or
exercise any other right or remedy available to them against the Parent, the Borrower or any other
Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder
except to the extent the Obligations have been fully paid in full in cash. To the fullest extent
permitted by applicable law, each Guarantor waives any defense arising out of any such election
even though such election operates, pursuant to applicable law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of such Guarantor against the
Parent, the Borrower or any other Loan Party, as the case may be, or any security.
SECTION 2.04. Reinstatement. Each of the Guarantors agrees that, unless released
pursuant to Section 4.12(b) or (c), its guarantee hereunder shall continue to be effective or be
reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is
rescinded or must otherwise be restored by any Guaranteed
4
Party upon the bankruptcy or reorganization of the Borrower, any other Loan Party or
otherwise.
SECTION 2.05. Agreement To Pay; Subrogation. In furtherance of the foregoing and not
in limitation of any other right that the Administrative Agent or any other Guaranteed Party has at
law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any
other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity,
by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and
will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the
applicable Guaranteed Parties in cash the amount of such unpaid Obligation. Upon payment by any
Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor
against the Borrower or any other Loan Party arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject
to Article III.
SECTION 2.06. Information. Each Guarantor assumes all responsibility for being and
keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and
assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and
the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and
agrees that none of the Guaranteed Parties will have any duty to advise such Guarantor of
information known to it or any of them regarding such circumstances or risks.
ARTICLE III
Indemnity, Subrogation and Subordination
SECTION 3.01. Indemnity and Subrogation. In addition to all such rights of indemnity
and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03) in
respect of any payment hereunder, the Borrower agrees that in the event a payment of an Obligation
shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor
for the full amount of such payment and such Guarantor shall be subrogated to the rights of the
Person to whom such payment shall have been made to the extent of such payment.
SECTION 3.02. Contribution and Subrogation. Each Guarantor (a “Contributing
Party”) agrees (subject to Section 3.03) that, in the event a payment shall be made by any
other Guarantor hereunder in respect of any Obligation and such other Guarantor (the “Claiming
Party”) shall not have been fully indemnified by the Borrower as provided in Section 3.01, the
Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such
payment, multiplied by a fraction of which the numerator shall be the net worth of the Contributing
Party on the date hereof and the denominator shall be the aggregate net worth of all the Guarantors
on the date hereof (or, in the case of any Guarantor becoming a party hereto pursuant to Section
4.13, the date of the supplement hereto executed and delivered by such Guarantor). Any
Contributing Party making any payment to a Claiming Party pursuant to this Section 3.02 shall be
5
subrogated to the rights of such Claiming Party under Section 3.01 to the extent of such
payment. For purposes of this Agreement, “net worth” of any Guarantor as of any date shall mean
(a) the amount of the total assets of such Guarantor as of such date minus (b) the amount of the
total liabilities of such Guarantor as of such date, in each case that would be reflected on a
balance sheet prepared on a consolidated basis as of such date in accordance with GAAP.
SECTION 3.03. Subordination. Notwithstanding any provision of this Agreement to the
contrary, each Guarantor hereby agrees not to exercise any rights under Sections 3.01 and 3.02 or
any other rights of indemnity, contribution or subrogation under applicable law or otherwise in
respect of payments hereunder unless and until all of the Obligations shall have been paid in full
in cash. No failure on the part of the Borrower or any Guarantor to make the payments required by
Sections 3.01 and 3.02 (or any other payments required under applicable law or otherwise) shall in
any respect limit the obligations and liabilities of any Guarantor with respect to its obligations
hereunder, and each Guarantor shall remain liable for the full amount of the obligations of such
Guarantor hereunder.
ARTICLE IV
Miscellaneous
SECTION 4.01. Notices. All communications and notices hereunder shall (except as
otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the
Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be
given to it in care of the Parent as provided in Section 9.01 of the Credit Agreement.
SECTION 4.02. Waivers; Amendment. (a) No failure or delay by the Administrative
Agent or any Lender in exercising any right or power hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any
other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent and the Lenders hereunder and under the Credit Agreement are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No
waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom
shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section
4.02, and then such waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the making of a Loan
shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent
or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on
any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in
similar or other circumstances.
6
(b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Administrative Agent and the
Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to
apply, subject to any consent required in accordance with Section 9.02 of the Credit Agreement.
SECTION 4.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The
parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its
expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement.
(b) Without limitation of the Borrower’s indemnification obligations under the Credit
Agreement, each Guarantor jointly and severally agrees to indemnify the Administrative Agent and
the other Indemnitees (as defined in Section 9.03 of the Credit Agreement) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,
including the reasonable fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result
of, the execution, delivery or performance of this Agreement or any claim, litigation,
investigation or proceeding relating to any of the foregoing agreement or instrument contemplated
hereby, whether or not any Indemnitee is a party thereto; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses are determined by a court of competent jurisdiction by final and
nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such
Indemnitee or any of its directors, trustees, officers or employees.
(c) The provisions of this Section 4.03 shall remain operative and in full force and effect
regardless of the termination of this Agreement or the Credit Agreement, the consummation of the
transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Agreement or the Credit Agreement, or any
investigation made by or on behalf of any Guaranteed Party. All amounts due under this Section
4.03 shall be payable promptly after written demand therefor.
SECTION 4.04. Successors and Assigns. Whenever in this Agreement any of the parties
hereto is referred to, such reference shall be deemed to include the permitted successors and
assigns of such party; and all covenants, promises and agreements by or on behalf of any Guarantor
that are contained in this Agreement shall bind and inure to the benefit of its respective
successors and assigns.
SECTION 4.05. Survival of Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement or any other Loan Document
shall be considered to have been relied upon by the Lenders and shall survive the execution and
delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by
any Lender or on its behalf and notwithstanding that the Administrative Agent or any Lender may
have had notice or
7
knowledge of any Default or incorrect representation or warranty at the time any credit is
extended under the Credit Agreement, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount payable under any
Loan Document is outstanding and unpaid and so long as the Commitments have not expired or
terminated.
SECTION 4.06. Counterparts; Effectiveness; Several Agreement. This Agreement may be
executed in counterparts (and by different parties hereto on different counterparts), each of which
shall constitute an original but all of which when taken together shall constitute single contract.
Delivery of an executed signature page to this Agreement by facsimile transmission shall be as
effective as delivery of a manually signed counterpart of this Agreement. This Agreement shall
become effective as to any Loan Party when a counterpart hereof executed on behalf of such Loan
Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have
been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan
Party and the Administrative Agent and their respective permitted successors and assigns, and shall
inure to the benefit of such Loan Party, the Administrative Agent and the other Guaranteed Parties
and their respective successors and assigns, except that no Loan Party shall have the right to
assign or transfer its rights or obligations hereunder or any interest herein (and any such
assignment or transfer shall be void) except as expressly contemplated by this Agreement or the
Credit Agreement. This Agreement shall be construed as a separate agreement with respect to each
Loan Party and may be amended, modified, supplemented, waived or released with respect to any Loan
Party without the approval of any other Loan Party and without affecting the obligations of any
other Loan Party hereunder.
SECTION 4.07. Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or uneforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.
SECTION 4.08. Right of Set-Off. Upon the occurrence and during the continuance of an
Event of Default, and provided that the Loans shall have become or shall have been declared due and
payable pursuant to the provisions of Article VII of the Credit Agreement, each Lender is hereby
authorized at any time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held and other obligations at any time owing by such Lender to or for the credit or the
account of any Subsidiary Guarantor against any of and all the obligations of such Subsidiary
Guarantor now or hereafter existing under this Agreement owed to such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement and although such
obligations may be unmatured. Each Lender agrees to promptly notify the Parent and the
8
Borrower after any such set-off and application; provided, that the failure of any
Lender to so notify the Parent and the Borrower shall not affect the validity of any such set-off
and application. The rights of each Lender under this Section 4.08 are in addition to other rights
and remedies (including other rights of set-off) which such Lender may have.
SECTION 4.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This
Agreement shall be construed in accordance with and governed by the law of the State of New York.
(b) Each of the Loan Parties hereby irrevocably and unconditionally submits, for itself and
its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York
sitting in New York County and of the United States District Court of the Southern District of New
York, and any appellate court from any thereof, in any action or proceeding arising out of or
relating to this Agreement or any other Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined in such New York
State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in
this Agreement or any other Loan Document shall affect any right that the Administrative Agent or
any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any
other Loan Document against any Guarantor or its properties in the courts of any jurisdiction.
(c) Each of the Loan Parties hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or hereafter have to
the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement
or any other Loan Document in any court referred to in paragraph (b) of this Section 4.09. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense
of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 4.01. Nothing in this Agreement or the Credit Agreement will
affect the right of any party to this Agreement to serve process in any other manner permitted by
law.
SECTION 4.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
9
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER
AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.
SECTION 4.11. Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this Agreement.
SECTION 4.12. Termination. (a) Subject to Section 2.04, this Agreement and the
Guarantees made herein shall terminate when all the outstanding Obligations have been paid in full
in cash and the Lenders have no further commitment to lend under the Credit Agreement.
(b) A Subsidiary Guarantor shall automatically be released from its obligations hereunder
upon the consummation of any transaction permitted by the Credit Agreement as a result of which
such Subsidiary Guarantor ceases to be a Subsidiary of the Parent; provided that the
Required Lenders shall have consented to such transaction (to the extent required by the Credit
Agreement) and the terms of such consent did not provide otherwise.
(c) If and when a Subsidiary Guarantor ceases to be a Material Subsidiary, such Subsidiary
Guarantor shall be released from its obligations hereunder; provided, that such release
shall not be effective unless and until the Administrative Agent shall have received a certificate,
executed on behalf of each of the Parent and the Borrower by one of its Financial Officers and
reasonably satisfactory in form to the Administrative Agent, identifying each Subsidiary Guarantor
to be released and certifying that (i) such Subsidiary Guarantor to be released is no longer a
Material Subsidiary and (ii) no Default has occurred and is continuing both before and after giving
effect to such release. It is understood that the Parent and the Borrower may, at their option,
elect not to identify a Subsidiary Guarantor in such certificate that otherwise is entitled to be
released pursuant to this paragraph, in which case such Subsidiary shall remain a Subsidiary
Guarantor hereunder, subject to the right to effect the release of such Subsidiary Guarantor at a
later date upon delivery of another certificate with respect to such Subsidiary Guarantor in
accordance with this paragraph.
SECTION 4.13. Additional Guarantors. Pursuant to Section 5.09 of the Credit
Agreement, additional Subsidiaries may be required to become Subsidiary Guarantors after the date
hereof. Subsidiaries that are not Foreign Subsidiaries also may elect to become Subsidiary
Guarantors hereunder. Upon execution and delivery by the Administrative Agent and a Subsidiary of
an instrument in the form of Exhibit A hereto (or any other form approved by the Administrative
Agent), any such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and
effect as if originally named as a Subsidiary Guarantor herein. The execution and delivery of any
such instrument shall not require the consent of any other Loan Party hereunder. The rights
10
and obligations of each Loan Party hereunder shall remain in full force and effect
notwithstanding the addition of any Subsidiary as a party to this Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Guarantee Agreement as of the
day and year first above written.
| AMERICAN AXLE & MANUFACTURING, INC., |
||||||
| By | ||||||
| Title: | ||||||
| AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. |
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| By | ||||||
| Name: | ||||||
| Title: | ||||||
| JPMORGAN CHASE BANK,
N.A., as Administrative Agent |
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| By | ||||||
| Name: | ||||||
| Title: | ||||||
