AMERICAN AXLE & MANUFACTURING, INC. Underwriting AgreementAmerican Axle & Manufacturing Holdings Inc • November 3rd, 2011 • Motor vehicle parts & accessories • New York
American Axle & Manufacturing, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), $200,000,000 principal amount of its 7.750% Senior Notes due 2019 (the “Securities”). The Securities will be issued pursuant to an Indenture dated as of November 3, 2011 (the “Indenture”) among the Company, as issuer, the Guarantors (as defined below) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed (the “Guarantees”) by American Axle & Manufacturing Holdings, Inc. (“Holdings”) and each of the subsidiaries of the Company listed on Schedule 2 hereto (together with Holdings, the “Guarantors”). The term “Indenture”, as used herein, includes the Officers’ Certificate (as defined in the Indenture) establishing the form and terms of the Securities pursuant to Section 301 of the Indenture.
INDENTURE among AMERICAN AXLE & MANUFACTURING, INC., as Issuer AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., as Guarantor Certain Subsidiary Guarantors and U. S. Bank National Association, as Trustee Dated as of November 3, 2011 Providing for the...Indenture • November 3rd, 2011 • American Axle & Manufacturing Holdings Inc • Motor vehicle parts & accessories • New York
INDENTURE, dated as of November 3, 2011, among AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation (the “Company”), having its principal office at One Dauch Drive, Detroit, Michigan 48211-1198, AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., a Delaware corporation (the “Guarantor” and “Holdings”), as Guarantor, AAM INTERNATIONAL HOLDINGS, INC, a Delaware corporation, ACCUGEAR, INC., a Delaware corporation, COLFOR MANUFACTURING, INC. a Delaware corporation, DIETRONIK, INC., a Delaware corporation, MSP INDUSTRIES CORPORATION, a Michigan corporation, and OXFORD FORGE, INC., a Delaware corporation (collectively, the “Subsidiary Guarantors”) and U.S. Bank National Association, a national banking association, as Trustee (herein called the “Trustee”).
