Contract
Exhibit 99.1
FOURTH WAIVER EXTENSION, dated as of September 15, 2009 (this “Fourth Waiver
Extension”), among AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation (the
“Borrower”), AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., a Delaware corporation (the
“Parent”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative
Agent”), and the Lenders party to the Credit Agreement (as defined in the Waiver (as defined
below)) that become parties hereto. Capitalized terms used but not otherwise defined herein shall
have the meanings assigned to them in the Waiver.
WHEREAS the Parent, the Borrower and certain Lenders party to the Credit Agreement have
entered into a Waiver and Amendment dated as of June 29, 2009, as amended and extended by that
certain Waiver Extension dated as of July 29, 2009, as further amended and extended by that certain
Second Waiver Extension dated as of August 17, 2009, and as further amended and extended by that
certain Third Waiver Extension dated as of August 31 2009 (the “Waiver”) to the Credit Agreement,
pursuant to which the Required Lenders agreed to waive certain provisions of the Credit Agreement;
WHEREAS the Parent and the Borrower have requested that the Required Lenders agree to extend
the Waiver Period; and
WHEREAS the undersigned Lenders are willing to extend such Waiver Period on the terms and
subject to the conditions 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. Limited Fourth Waiver Extension. Effective as of the Effective Date and
subject to the terms and conditions of this Fourth Waiver Extension, the undersigned Lenders hereby
extend the Waiver Period until the earliest to occur of (i) 5:00 p.m., New York City time, on
September 17, 2009, (ii) the failure of the Parent and the Borrower to maintain a Liquidity Amount
in excess of $75,000,000 for a period of four consecutive Business Days and delivery to the
Borrower by the Administrative Agent of a notice stating that the Waiver Period is being
terminated, (iii) any Event of Default (other than a Waived Default) and delivery to the Borrower
by the Administrative Agent of a notice (which the Administrative Agent shall deliver at the
request of the Required Lenders), while such Event of Default is continuing, stating that the
Waiver Period is being terminated, (iv) the date of any amendment to the Credit Agreement and (v)
the date on which any Loan Party makes any payment of interest, principal or fees with respect to
the Existing Convertible Notes (as defined in the Credit Agreement) or the Existing Senior Notes
(as defined in the Credit Agreement) and delivery to the Borrower by the Administrative Agent of a
notice (which the Administrative Agent shall deliver at the request of the Required Lenders)
stating that the Waiver Period is being terminated (the date on which the Waiver Period is
terminated pursuant to any of the foregoing clauses, the “Fourth Extended Waiver Termination
Date”). All references in (x) the Waiver to the Waiver Period shall mean
the Waiver Period as extended hereby and (y) Section 1(c) of the Waiver to the Waiver Termination
Date or Extended Waiver Termination Date shall be deemed to refer to the Fourth Extended Waiver
Termination Date.
SECTION 2. Representations and Warranties. To induce the other parties hereto to
enter into this Fourth Waiver Extension, each of the Parent and the Borrower hereby represents and
warrants to each Lender and the Administrative Agent that, after giving effect to this Fourth
Waiver Extension:
(a) the representations and warranties of each Loan Party set forth in the Loan Documents
(except for the representation and warranty set forth in Section 3.04(b) of the Credit Agreement)
are true and correct in all material respects on and as of the Effective Date, except to the extent
such representations and warranties expressly relate to an earlier date (in which case such
representations and warranties are true and correct in all material respects with respect to such
earlier date); and
(b) as of the Effective Date, no Default or Event of Default (other than the Waived Defaults)
has occurred and is continuing.
SECTION 3. Conditions to Effectiveness. This Fourth Waiver Extension shall become
effective on and as of the date on which each of the following conditions precedent is satisfied in
full (such date, the “Effective Date”):
(a) the Administrative Agent (or its counsel) shall have received duly executed counterparts
hereof that, when taken together, bear the authorized signatures of the Parent, the Borrower and
the Required Lenders; and
(b) the Administrative Agent shall have received, to the extent invoiced, reimbursement or
payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid
by the Borrower hereunder or under any other Loan Document.
SECTION 4. Credit Agreement. Except as specifically waived or amended hereby, the
Credit Agreement shall continue in full force and effect in accordance with the provisions thereof
as in existence on the date hereof. After the Effective Date, any reference to the Credit
Agreement shall mean the Credit Agreement as amended or modified hereby. This Fourth Waiver
Extension shall constitute a Loan Document for all purposes of the Credit Agreement and the other
Loan Documents.
SECTION 5. Applicable Law. THIS FOURTH WAIVER EXTENSION SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
SECTION 6. Counterparts. This Fourth Waiver Extension 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 signature page to this Fourth Waiver
Extension by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be
effective as delivery of a manually executed counterpart of this Fourth Waiver Extension.
SECTION 7. Headings. The Section headings used herein are for convenience of
reference only, are not part of this Fourth Waiver Extension and are not to affect the construction
of, or to be taken into consideration in interpreting, this Fourth Waiver Extension.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Waiver Extension 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. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Treasurer | |||
| AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., |
||||
| by | /s/ Xxxxxxx X. Xxxxx | |||
| Name: | Xxxxxxx X. Xxxxx | |||
| Title: | Treasurer | |||
| JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent |
||||
| by | /s/ Authorized Signatory | |||
| Name: | Authorized Signatory | |||
| Title: | ||||
SIGNATURE PAGE TO FOURTH WAIVER EXTENSION DATED AS OF THE DATE FIRST
WRITTEN ABOVE, IN RESPECT OF THE WAIVER AND AMENDMENT DATED AS OF JUNE
29, 2009, AS AMENDED AND EXTENDED AS OF JULY 29, 2009, AS FURTHER
AMENDED AND EXTENDED AS OF AUGUST 17, 2009, AND AS FURTHER AMENDED AND
EXTENDED AS OF AUGUST 31 2009, TO THE CREDIT AGREEMENT DATED AS OF
JANUARY 9, 2004, AS AMENDED AND RESTATED AS OF NOVEMBER 7, 2008, AMONG
AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC., THE LENDERS FROM TIME TO TIME PARTY THERETO AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT.
| Lender Name: | BANK OF AMERICA, N.A. | |||
| By | /s/ Authorized Signatory | |||
| Name: | Authorized Signatory | |||
| Title: | ||||
SIGNATURE PAGE TO FOURTH WAIVER EXTENSION DATED AS OF THE DATE FIRST
WRITTEN ABOVE, IN RESPECT OF THE WAIVER AND AMENDMENT DATED AS OF
JUNE 29, 2009, AS AMENDED AND EXTENDED AS OF JULY 29, 2009, AS
FURTHER AMENDED AND EXTENDED AS OF AUGUST 17, 2009, AND AS FURTHER
AMENDED AND EXTENDED AS OF AUGUST 31 2009, TO THE CREDIT AGREEMENT
DATED AS OF JANUARY 9, 2004, AS AMENDED AND RESTATED AS OF NOVEMBER
7, 2008, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE &
MANUFACTURING HOLDINGS, INC., THE LENDERS FROM TIME TO TIME PARTY
THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT.
| Lender Name: | Wachovia Bank, N.A. | |||
| By | /s/ Authorized Signatory | |||
| Name: | Authorized Signatory | |||
| Title: | ||||
