EXECUTION COPY
AMENDMENT NO. 1 TO SERIES 1997-A SUPPLEMENT
This Amendment No. 1 to the Series 1997-A
Supplement is made and entered into as of July 17,
1998, by and 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 in its capacity as the
initial purchaser (in such capacity, the "Initial
Purchaser").
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 Series 1997-A Supplement dated as of
October 29, 1997 (the "Supplement"), among the Company, the Servicer, the
Trustee, the Initial Purchaser and Chase in its capacity as Agent for the
institutions from time to time parties thereto as purchasers.
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:
1. Amendments. 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:
"Margin Increase Date" shall mean September 30, 1998.
2. Binding Effect. This Amendment may be executed in as many
counterparts as may be convenient and shall become binding when (i) the Company,
the Servicer, the Trustee and the Initial Purchaser have each executed and
delivered at least one counterpart, and (b) the Rating Agency Condition is
satisfied.
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3. Governing Law. This Amendment shall be a contract made
under and governed by the laws of the State of New York, without regard to the
conflicts of law provisions thereof.
4. Reference to Supplement. Except as amended hereby, the
Supplement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. On and after the effectiveness of the amendment to
the Supplement accomplished hereby, each reference in the Supplement to "this
Agreement", "hereunder", "hereof", "herein" or words of like import, and each
reference to the Supplement in the Pooling Agreement shall be deemed a reference
to the Supplement, as amended hereby, as the case may be.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective officers as of the date first
above written.
AAM RECEIVABLES CORP.,
by
/s/ Xxxx X. Xxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as
Initial Purchaser
by /s/ Xxxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Vice President
THE CHASE MANHATTAN BANK, as
Trustee
by /s/ Xxxx Xxxxxxx
-------------------------------------
Name: Xxxx Xxxxxxx
Title: Trust Officer
AMERICAN AXLE &
MANUFACTURING, INC., as Servicer
by /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Treasurer
