Contract
Exhibit 99.1
EXECUTION COPY
AMENDMENT dated as of June 30, 2011 (this “Amendment”),
to the Collateral Agreement dated as of November 7, 2008, as amended and
restated as of December 18, 2009 (as amended, supplemented or otherwise
modified through the date hereof, the “Collateral Agreement”),
among AMERICAN AXLE & MANUFACTURING, INC. (the “Borrower”),
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. (the “Parent”) AND
ITS SUBSIDIARIES and JPMORGAN CHASE BANK, N.A. (the “Collateral
Agent”).
W I T
N E S S E T H :
WHEREAS, in connection with the amendment and restatement of the Revolving Credit Agreement
(as defined in the Collateral Agreement), the parties hereto desire to amend the Collateral
Agreement as set forth herein;
NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Collateral Agreement or the Revolving
Credit Agreement, as applicable.
SECTION 2. Amendments. (a) Section 1.02 of the Collateral Agreement is hereby
amended by adding the following definitions in alphabetical order:
“Cash Management Services” means treasury management services (including controlled
disbursements, zero balance arrangements, cash sweeps, automated clearinghouse
transactions, return items, overdrafts, temporary advances, interest and fees, credit or
debit card, electronic funds transfer and interstate depository network services and other
cash management arrangements) provided to the Parent, the Borrower or any Subsidiaries.
“Secured Cash Management Obligations” means the due and punctual payment and
performance of obligations (not exceeding $20,000,000 in the aggregate principal amount) of
the Parent, the Borrower and each Subsidiary (whether absolute or contingent and however
and whenever created, arising, evidenced or acquired (including all renewals, extensions
and modifications thereof and substitutions therefor)) under each agreement for the
provision of Cash Management Services that (a) is designated by the Borrower in writing to
the Collateral Agent from time to time as constituting Secured Cash Management Obligations
and (b) (i) is in effect on the Restatement Effective Date with a Person that is a
Revolving Lender or an Affiliate of a Revolving Lender as of such date or (ii) is entered
into after the Restatement Effective Date with a Person
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that is a Revolving Lender or an Affiliate of a Revolving Lender at the time such
agreement is entered into.
“Secured Hedge Obligations” means the due and punctual payment and performance of all
obligations of each Loan Party under each Swap Agreement that (i) is in effect on the
Restatement Effective Date with a counterparty that is a Revolving Lender or an Affiliate
of a Revolving Lender as of such date or (ii) is entered into after the Restatement
Effective Date with any counterparty that is a Revolving Lender or an Affiliate of a
Revolving Lender at the time such Swap Agreement is entered into.
(b) Section 1.02 of the Collateral Agreement is hereby further amended by amending each of
the following definitions in its entirety to read as follows:
“Secured Swap Obligations” means (a) Secured Hedge Obligations and (b) Secured Cash Management
Obligations.
“Secured Swap Parties” means (a) each counterparty to any Swap Agreement with a Loan Party the
obligations under which constitute Secured Hedge Obligations at the time and (b) each provider of
Cash Management Services the obligations under which constitute Secured Cash Management Obligations
at the time such provider provides such Cash Management Services.
(c) Section 3.07(a) of the Collateral Agreement is hereby amended by adding the words “,
Securities Account with Reserve Short-Term Investment Trust” immediately after the words
“Securities Account with Comerica Securities”.
(d) Schedule II, Schedule III and Exhibit I are hereby amended and restated in their
entirety in the forms attached Schedule II, Schedule III and Exhibit I, respectively.
SECTION 3. Collateral Agreement. Except as specifically waived or amended hereby,
the Collateral Agreement shall continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof. After the date of execution and delivery
hereof, any reference to the Collateral Agreement shall mean the Collateral Agreement as amended
or modified hereby. This Amendment shall constitute a Loan Document for all purposes of the
Credit Agreement and the other Loan Documents.
SECTION 4. Applicable Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 5. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall constitute an original but all of which when taken together
shall constitute but one instrument. Delivery of an executed
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signature page to this Amendment by facsimile or other customary means of electronic
transmission (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 6. 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 duly executed this Amendment as of the day and
year first written above.
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Treasurer | |||
AMERICAN AXLE & MANUFACTURING, INC., |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Treasurer | |||
AAM INTERNATIONAL HOLDINGS, INC., |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Treasurer | |||
COLFOR MANUFACTURING, INC., |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Treasurer | |||
DIETRONIK, INC., |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Treasurer | |||
MSP INDUSTRIES CORPORATION, |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Treasurer | |||
OXFORD FORGE, INC., |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Treasurer | |||
ACCUGEAR, INC., |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Treasurer | |||
JPMORGAN CHASE BANK, N.A., as Collateral Agent, |
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by | /s/ XXXXXXX X. XXXXX | |||
Name: | Xxxxxxx X. Xxxxx | |||
Title: | Managing Director | |||