Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 24, 2025

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14303		38-3161171
(Commission File Number)		(IRS Employer Identification No.)

One Dauch Drive, Detroit, Michigan		48211-1198
(Address of Principal Executive Offices)		(Zip Code)

(313) 758-2000

(Registrant's Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		AXL		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01.

Entry into a Material Definitive Agreement

Second Amendment and Incremental Facility Agreement

On February 24, 2025, American Axle & Manufacturing Holdings, Inc. (“Holdings” or the “Company”) and American Axle & Manufacturing, Inc., a wholly owned subsidiary of Holdings (“AAM”), entered into the Second Amendment and Incremental Facility Agreement (the “Second Amendment”), among AAM, as borrower, Holdings, each financial institution party thereto as a lender (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), amending the Amended and Restated Credit Agreement, dated as of March 11, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time, including as amended by the Second Amendment, the “Amended and Restated Credit Agreement”), among AAM, as borrower, Holdings, each financial institution party thereto from time to time as a lender, and the Administrative Agent.

The Second Amendment (i) increased the maximum revolving credit facility amount under the Credit Agreement to $1,495 million, effective upon closing of the Business Combination (as defined below), (ii) provides for an $843 million incremental term loan B facility to be provided to AAM as borrower in connection with the Business Combination, (iii) extended the maturity of the revolving credit facility and the tranche A term loan facility to the five-year anniversary of the Second Amendment effective date, with a renewed maturity extension upon the closing of the Business Combination to the five-year anniversary of the closing of the Business Combination, and (iv) effected certain other changes thereto.

A copy of the Second Amendment is included as Exhibit 10.1 hereto and is incorporated by reference herein. The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.

Backstop Termination Letter Agreement

As previously disclosed, in connection with the Business Combination, on January 29, 2025, Holdings and AAM entered into a credit agreement (the “Backstop Credit Agreement”) with the lenders party thereto (collectively, the “Backstop Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which, subject to the terms and conditions set forth therein, the Backstop Lenders agreed to provide certain borrowings to finance the Business Combination and expenses payable in connection therewith.

Following Holdings’ and AAM’s entry into the Second Amendment and the increased borrowing capacity available upon the closing of the Business Combination thereunder, on February 24, 2025, Holdings and AAM delivered a backstop termination letter effective as of such date (the “Backstop Termination Letter Agreement”) pursuant to which the Backstop Credit Agreement was terminated.

A copy of the Backstop Termination Letter Agreement is included as Exhibit 10.2 hereto and is incorporated by reference herein. The foregoing description of the Backstop Termination Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement.

Amended and Restated Bridge Credit Agreements

As previously disclosed, in connection with the Business Combination, on January 29, 2025, Holdings and AAM entered into: (i) a First Lien Bridge Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “First Lien Bridge Credit Agreement”) and (ii) a Second Lien Bridge Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Second Lien Bridge Credit Agreement” and together with the First Lien Bridge Credit Agreement, the “Bridge Credit Agreements”).

In connection with Holdings’ and AAM’s entry into the Second Amendment, on February 24, 2025, Holdings and AAM entered into: (i) an Amended and Restated First Lien Bridge Credit Agreement with the lenders party thereto (collectively, the “First Lien Bridge Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the First Lien Bridge Lenders have agreed to provide AAM with a $843.0 million interim loan facility in connection with the Business Combination (the “Amended & Restated First Lien Bridge Credit Agreement”), and (ii) an Amended & Restated Second Lien Bridge Credit Agreement with the lenders party thereto (collectively, the “Second Lien Bridge Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which the Second Lien Bridge Lenders have agreed to provide AAM with a $500.0 million interim loan facility in connection with the Business Combination (the “Amended & Restated Second Lien Bridge Credit Agreement” and together with the Amended & Restated First Lien Bridge Credit Agreement, the “Amended & Restated Bridge Credit Agreements”).

The Amended & Restated Bridge Credit Agreements amend and restated the respective Bridge Credit Agreements to make certain conforming changes consistent with the Second Amendment, among other things.

Copies of each of the Amended & Restated First Lien Bridge Credit Agreement and the Amended & Restated Second Lien Bridge Credit Agreement are included as Exhibit 10.3 and Exhibit 10.4 hereto, respectively, and are incorporated by reference herein. The foregoing description of the Amended & Restated Bridge Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the respective agreements.

Item 1.02.

Termination of a Material Definitive Agreement

The information in Item 1.01 “Backstop Termination Letter Agreement” of this Current Report is incorporated by reference into this Item 1.02.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 7.01.

Regulation FD Disclosure

On February 24, 2025, the Company issued a press release regarding its entry into the Second Amendment and provided information regarding the recommended offer by the Company to acquire the entire issued and to be issued share capital of Dowlais Group plc (“Dowlais”), a public limited company incorporated in England and Wales (the “Business Combination”), in a presentation to analysts and investors. A copy of the press release and investor presentation are furnished as Exhibits 99.1 and 99.2 to this Current Report and are incorporated herein by reference.

The information in this Item 7.01 and Exhibits 99.1 and 99.2 attached hereto shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01.

Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Second Amendment and Incremental Facility Agreement, dated as of February 24, 2025, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., certain subsidiaries of American Axle & Manufacturing Holdings, Inc. identified therein, each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.2		Backstop Termination Letter Agreement, dated as of February 24, 2025 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc. and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.3		Amended and Restated First Lien Bridge Credit Agreement, dated as of February 24, 2025, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent.
10.4		Amended and Restated Second Lien Bridge Credit Agreement, dated as of February 24, 2025, among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., each financial institution party thereto as a lender and JPMorgan Chase Bank, N.A., as Administrative Agent.
99.1		Press Release, dated February 24, 2025.
99.2		Investor Presentation, dated February 24, 2025.
104		Cover Page Interactive Data File (formatted in Inline XBRL)

Cautionary Statement Concerning Forward-Looking Statements

This Current Report, and the documents incorporated by reference into this Current Report, contain statements concerning the Company’s expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements related to (i) the ability of the Company and Dowlais to consummate the Business Combination in a timely manner or at all; (ii) the satisfaction (or waiver) of conditions to the consummation of the Business Combination; (iii) adverse effects on the market price of the Company’s or Dowlais’s operating results, including because of a failure to complete the Business Combination; (iv) the effect of the announcement or pendency of the Business Combination on the Company’s or Dowlais’s business relationships, operating results and business generally; (v) future capital expenditures, expenses, revenues, economic performance, synergies, financial conditions, market growth, dividend policy, losses and future prospects; (vi) business and management strategies and the expansion and growth of the operations of the Company or the Dowlais; and (vii) the effects of government regulation on the business of the Company or Dowlais. Such statements are “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995 and relate to trends and events that may affect the Company’s future financial position and operating results. The terms such as “will,” “may,” “could,” “would,” “plan,” “believe,” “expect,” “anticipate,” “intend,” “project,” “target,” and similar words or expressions, as well as statements in future tense, are intended to identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time those statements are made and/or the Company’s management’s good faith belief as of that time with respect to future events and are subject to risks and may differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to: global economic conditions, including the impact of inflation, recession or recessionary concerns, or slower growth in the markets in which the Company operates; reduced purchases of the Company’s products by General Motors Company (GM), Stellantis N.V. (Stellantis), Ford Motor Company (Ford) or other customers; the Company’s ability to respond to changes in technology, increased competition or pricing pressures; the Company’s ability to develop and produce new products that reflect market demand; lower-than-anticipated market acceptance of new or existing products; the Company’s ability to attract new customers and programs for new products; reduced demand for the Company’s customers’ products (particularly light trucks and sport utility vehicles (SUVs) produced by GM, Stellantis and Ford); risks inherent in the Company’s global operations (including tariffs and the potential consequences thereof to the Company, the Company’s suppliers, and the Company’s customers and their suppliers, adverse changes in trade agreements, such as the United States-Mexico-Canada Agreement (USMCA), compliance with customs and trade regulations, immigration policies, political stability or geopolitical conflicts, taxes and other law changes, potential disruptions of production and supply, and currency rate fluctuations); supply shortages and the availability of natural gas or other fuel and utility sources in certain regions, labor shortages, including increased labor costs, or price increases in raw material and/or freight, utilities or other operating supplies for the Company or the Company’s customers as a result of pandemic or epidemic illness, geopolitical conflicts, natural disasters or otherwise; a significant disruption in operations at one or more of the Company’s key manufacturing facilities; risks inherent in transitioning the Company’s business from internal combustion engine vehicle products to hybrid and electric vehicle products; the Company’s ability to realize the expected revenues from the Company’s new and incremental business backlog; negative or unexpected tax consequences, including those resulting from tax litigation; risks related to a failure of the Company’s information technology systems and networks, including cloud-based applications, and risks associated with current and emerging technology threats, and damage from computer viruses, unauthorized access, cyber attacks, including increasingly sophisticated cyber attacks incorporating use of artificial intelligence, and other similar disruptions; the Company’s suppliers’, the Company’s customers’ and their suppliers’ ability to maintain satisfactory labor relations and avoid or minimize work stoppages; cost or availability of financing for working capital, capital expenditures, research and development (R&D) or other general corporate purposes including acquisitions, as well as the Company’s ability to comply with financial covenants; the Company’s customers’ and suppliers’ availability of financing for working capital, capital expenditures, R&D or other general corporate purposes; an impairment of the Company’s goodwill, other intangible assets, or long-lived assets if the Company’s business or market conditions indicate that the carrying values of those assets exceed their fair values; liabilities arising from warranty claims, product recall or field actions, product liability and legal proceedings to which the Company is or may become a party, or the impact of product recall or field actions on the Company’s customers; the Company’s ability or the Company’s customers’ and suppliers’ ability to successfully launch new product programs on a timely basis; risks of environmental issues, including impacts of climate-related events, that could result in unforeseen issues or costs at the Company’s facilities, or risks of noncompliance with environmental laws and regulations, including reputational damage; the Company’s ability to maintain satisfactory labor relations and avoid work stoppages; the Company’s ability to consummate strategic initiatives and successfully integrate acquisitions and joint ventures; the Company’s ability to achieve the level of cost reductions required to sustain global cost competitiveness or the Company’s ability to recover certain cost increases from the Company’s customers; price volatility in, or reduced availability of, fuel; the Company’s ability to protect the Company’s intellectual property and successfully defend against assertions made against the Company; adverse changes in laws, government regulations or market conditions affecting the Company’s products or the Company’s customers’ products; the Company’s ability or the Company’s customers’ and suppliers’ ability to comply with regulatory requirements and the potential costs of such compliance; changes in liabilities arising from pension and other postretirement benefit obligations; the Company’s ability to attract and retain qualified personnel in key positions and functions; and other unanticipated events and conditions that may hinder the Company’s ability to compete. It is not possible to foresee or identify all such factors and the Company makes no commitment to update any forward-looking statement or to disclose any facts, events or circumstances after the date hereof that may affect the accuracy of any forward-looking statement.

Additional Information

This Current Report may be deemed to be solicitation material in respect of the Business Combination, including the issuance of shares of Company Common Stock in respect of the Business Combination. In connection with the foregoing proposed issuance of Company Common Stock, the Company expects to file a proxy statement on Schedule 14A, including any amendments and supplements thereto (the “Proxy Statement”) with the SEC. To the extent the Business Combination is effected as a scheme of arrangement under English law, the Share Issuance would not be expected to require registration under the Securities Act, pursuant to an exemption provided by Section 3(a)(10) under the Securities Act. In the event that the Company exercises its right to elect to implement the Business Combination by way of a takeover offer (as defined in the UK Companies Act 2006) or otherwise determines to conduct the Business Combination in a manner that is not exempt from the registration requirements of the Securities Act, the Company expects to file a registration statement with the SEC containing a prospectus with respect to the Share Issuance. INVESTORS AND SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT, THE SCHEME DOCUMENT, AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY THE COMPANY WITH THE SEC OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT (IF ANY) CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE BUSINESS COMBINATION AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents filed by the Company with the SEC at the SEC’s website at http://www.sec.gov. In addition, investors and stockholders will be able to obtain free copies of the Proxy Statement, the scheme document, and other documents filed by the Company with the SEC at https://www.aam.com/investors.

Participants in the Solicitation

The Company and its directors, its directors, executive officers and certain other members of management and employees will be participants in the solicitation of proxies from the Company’s stockholders in respect of the Business Combination, including the proposed issuance of Company Common Stock in connection with the Business Combination. Information regarding the Company’s directors and executive officers is contained in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024 of the Company, which was filed with the SEC on February 14, 2025 and in the definitive proxy statement on Schedule 14A for the Company’s annual meeting of stockholders of the Company, which was filed with the SEC on March 21, 2024 and the Current Report on Form 8-K of the Company, which was filed with the SEC on May 2, 2024. Additional information regarding the identity of participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the Proxy Statement when it is filed with the SEC. To the extent holdings of the Company’s securities by its directors or executive officers change from the amounts set forth in the Proxy Statement, such changes will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC by the Company. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and the Company’s website at https://www.aam.com/investors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

Date:	February 24, 2025	By:	/s/ Christopher J. May
			Christopher J. May
			Executive Vice President & Chief Financial Officer

Exhibit 10.1

EXECUTION VERSION

SECOND AMENDMENT AND INCREMENTAL FACILITY AGREEMENT dated as of February 24, 2025 (this “Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 11, 2022 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”, and the Credit Agreement as amended hereby, the “Amended Credit Agreement”), among AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation (the “Borrower”), AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., a Delaware corporation (the “Parent”), the LENDERS party thereto and JPMORGAN CHASE BANK, N.A. (“JPMorgan”), as Administrative Agent (the “Administrative Agent”). Capitalized terms used in this Agreement but not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement or the Amended Credit Agreement, as applicable.

WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein;

WHEREAS, in connection with the Acquisition, pursuant to Section 2.23(a) of the Credit Agreement, the Borrower intends to incur Incremental Term Loans, denominated in Dollars, in an aggregate principal amount equal to $843,000,000 (the “Tranche C Term Loans”), the proceeds of which will be used, together with the proceeds of the Permanent Acquisition Financing Indebtedness and/or the Bridge Loans, the proceeds of the Revolving Loans made on the Acquisition Funding Date and cash on hand of the Borrower, to fund the Acquisition, to consummate the Existing Indebtedness Refinancing and to pay fees and expenses incurred in connection with the foregoing;

WHEREAS, the Borrower has requested that each financial institution identified on the signature pages hereof as a Tranche C Term Lender (collectively, the “Tranche C Term Lenders”) commit to make Tranche C Term Loans during the Availability Period (the commitment of each Tranche C Term Lender to provide its applicable portion of the Tranche C Term Loans, as set forth opposite such Tranche C Term Lender’s name on Schedule I hereto, is such Tranche C Term Lender’s “Tranche C Term Commitment”);

WHEREAS, in connection with the Acquisition and pursuant to Section 2.23(b) of the Credit Agreement, the Borrower has requested that each financial institution identified on the signature pages hereof as an Incremental Revolving Lender (collectively, the “Incremental Revolving Lenders”) provide an Incremental Revolving Commitment to the Borrower in an amount equal to the amount set forth opposite such Incremental Revolving Lender’s name on Schedule II hereto (collectively, the “Specified Incremental Revolving Commitments”);

WHEREAS, the Borrower has requested that the final maturity date of the Revolving Commitments and the Tranche A Term Loans be extended, and certain other provisions of the Credit Agreement be amended, in each case as set forth herein (each Revolving Lender that consents to such amendments (including such extension), a “Consenting Revolving Lender”, and each Revolving Lender that does not so consent, a “Non-Consenting Revolving Lender”, and each Tranche A Term Lender that consents to such amendments (including such extension), a “Consenting Tranche A Term Lender”, and each Tranche A Term Lender that does not so consent, a “Non-Consenting Tranche A Term Lender”);

WHEREAS, each Tranche C Term Lender is willing to provide its Tranche C Term Commitment, each Incremental Revolving Lender is willing to provide its Specified Incremental Revolving Commitment and the Lenders party hereto are willing to consent to so amend the Credit Agreement, in each case on the terms and subject to the conditions set forth herein; and

WHEREAS, each of JPMorgan Chase Bank, N.A., BofA Securities, Inc., BMO Capital Markets Corp., Citibank, N.A., BNP Paribas Securities Corp., Mizuho Bank, Ltd., PNC Capital Markets LLC, U.S. Bank National Association and Truist Securities, Inc. are acting as joint lead arrangers and joint bookrunners with respect to this Agreement and the credit facilities described herein (together, the “Arrangers”).

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, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Tranche C Term Commitments.

(a)     Subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, each Tranche C Term Lender agrees, severally and not jointly, to provide, on the Second Amendment Effective Date, a Tranche C Term Commitment to the Borrower in amount equal to the amount set forth opposite its name on Schedule I hereto.

(b)     The Tranche C Term Commitments and the Tranche C Term Loans made pursuant thereto shall have the terms and conditions set forth in the Amended Credit Agreement. Unless the context shall otherwise require, (i) the Tranche C Term Commitments shall constitute “Incremental Term Commitments”, “Incremental Commitments” and “Commitments” and (ii) each Tranche C Term Lender constitute an “Incremental Term Lender”, “Term Lender” and “Lender” in each case for all purposes of the Amended Credit Agreement and the other Loan Documents.

SECTION 2. Revolving Commitment Increase; LC Commitments.

(a)     Subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, each Incremental Revolving Lender agrees, severally and not jointly, to provide, on the Second Amendment Effective Date, a Specified Incremental Revolving Commitment to the Borrower in an amount equal to the amount set forth opposite its name on Schedule II hereto. For the avoidance of doubt, the availability of the Specified Incremental Revolving Commitments shall be subject to the satisfaction of the conditions precedent set forth in Section 4.02 and Section 4.03(a) of the Amended Credit Agreement and until the occurrence of the Acquisition Funding Date, no extensions of credit may be made pursuant to the Specified Incremental Revolving Commitments.

(b)     The Specified Incremental Revolving Commitments and the Loans made thereunder shall have the terms applicable to, and shall constitute part of the same Class as, the Revolving Commitments and the Revolving Loans made thereunder. Unless the context shall otherwise require, (i) the Incremental Revolving Commitments shall constitute “Commitments”, “Incremental Revolving Commitments” and “Revolving Commitments” under the Amended Credit Agreement and (ii) each Incremental Revolving Lender shall constitute an “Incremental Revolving Lender”, a “Revolving Lender” and a “Lender” for all purposes of the Amended Credit Agreement and the other Loan Documents.

(c)     On the Acquisition Funding Date, upon the availability of the Specified Incremental Revolving Commitments, the Applicable Revolving Percentages of each Revolving Lender shall be automatically adjusted to give effect to the Specified Incremental Revolving Commitments and (i) without any further action on the part of any Issuing Bank or any Revolving Lender, each Revolving Lender immediately prior to such effectiveness will automatically and without further act be deemed to have assigned to each Incremental Revolving Lender, and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations under the Amended Credit Agreement in outstanding Letters of Credit such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations under the Amended Credit Agreement in Letters of Credit held by each Revolving Lender (including each Incremental Revolving Lender) will equal such Lender’s Applicable Revolving Percentage and (ii) the Borrower (A) shall prepay all Revolving Loans then outstanding (including all accrued but unpaid interest thereon) and (B) may, at its option, fund such prepayment by simultaneously borrowing Revolving Loans in accordance with the Amended Credit Agreement, which Revolving Loans shall be made by the Revolving Lenders ratably in accordance with their respective Applicable Revolving Percentages (calculated after giving effect to the Specified Incremental Revolving Commitments).

(d)     Effective as of the Acquisition Funding Date, the LC Commitment of each Issuing Bank shall be automatically adjusted to equal the amount set forth opposite sch Issuing Bank’s name on Schedule II hereto.

SECTION 3. Concerning the Non-Consenting Lenders.

(a)     Pursuant to Section 2.20 of the Credit Agreement, immediately prior to the Second Amendment Effective Date, (i) each Non-Consenting Tranche A Lender shall be deemed to have assigned all of its Tranche A Term Loans and (ii) each Consenting Tranche A Term Lender holding Tranche A Term Loans that will be reallocated on the Second Amendment Effective Date (as disclosed to such Consenting Tranche A Term Lender by the Administrative Agent prior to the date hereof) shall be deemed to have assigned the portion of its Tranche A Term Loans to be so reallocated, in each case, together with all of its interests, rights and obligations under the Credit Agreement in respect thereof, to JPMorgan, as assignee, at a purchase price equal to par (the “Term Loan Purchase Price”). Upon payment to a Non-Consenting Tranche A Term Lender (x) by JPMCB, as assignee, of the Term Loan Purchase Price with respect to such Non-Consenting Tranche A Term Lender’s Tranche A Term Loans so assigned and (y) by the Borrower of all accrued and unpaid interest and fees, and all other amounts payable to such Non-Consenting Tranche A Term Lender as of the Second Amendment Effective Date under the Credit Agreement in respect of its Tranche A Term Loans and other interests assigned by it under this Section 3(a), such Tranche A Term Loans and related interests, rights and obligations in respect thereof shall be deemed to have been assigned to JPMorgan, as assignee, and such Non-Consenting Tranche A Term Lender shall cease to be a party to the Credit Agreement with respect to its Tranche A Term Loans and related interests so assigned, it being understood and agreed that such assignment and assumption (I) shall be deemed to satisfy the requirements of Section 9.04 of the Credit Agreement with respect thereto (and this Agreement shall be deemed to be an Assignment and Assumption with respect to such assignment), (II) shall automatically be effective on the Second Amendment Effective Date (subject to the payment referred to in clauses (x) and (y) above), and in any event shall not require any further action on the part of such Non-Consenting Tranche A Term Lender, and (III) the Administrative Agent is hereby authorized to record such assignment and assumption in the Register.

(b)     Subject to the terms and conditions set forth herein, on the Second Amendment Effective Date, each Specified Consenting Tranche A Term Lender and each New Tranche A Term Lender (each as defined below) hereby agrees to assume from JPMCB, for a purchase price each to par, Tranche A Term Loans in an aggregate principal amount equal to the amount set forth opposite such Consenting Tranche A Term Lender’s or New Tranche A Term Lender’s name on Schedule III hereto. As used herein, “Specified Consenting Tranche A Term Lender” mean each Consenting Tranche A Term Lender that will assume additional Tranche A Term Loans pursuant to this Section 3 and “New Tranche A Term Lender” means each financial institution that is not an existing Tranche A Term Lender and that has executed and delivered a signature page to this Agreement as a “New Tranche A Term Lender”.

(c)     Pursuant to Section 2.20 of the Credit Agreement, immediately prior to the Second Amendment Effective Date, each Non-Consenting Revolving Lender shall be deemed to have assigned its Revolving Commitment and Revolving Loans, together with all of its interests, rights and obligations under the Credit Agreement in respect thereof, to JPMorgan, as assignee (in the case of its Revolving Loans, at a purchase price equal to par (the “Revolving Loan Purchase Price”)). Upon payment to a Non-Consenting Revolving Lender (x) by JPMCB, as assignee, of the Revolving Loan Purchase Price with respect to such Non-Consenting Revolving Lender’s Revolving Loans so assigned and (y) by the Borrower of all accrued and unpaid interest and fees, and all other amounts payable to such Non-Consenting Revolving Lender as of the Second Amendment Effective Date under the Credit Agreement in respect of its Revolving Commitment, Revolving Loans and other interests assigned by it under this Section 3(b), such Revolving Commitment, Revolving Loans and related interests, rights and obligations in respect thereof shall be deemed to have been assigned to JPMorgan, as assignee, and such Non-Consenting Revolving Lender shall cease to be a party to the Credit Agreement with respect to its Revolving Commitment and Revolving Loans and related interests so assigned, it being understood and agreed that such assignment and assumption (I) shall be deemed to satisfy the requirements of Section 9.04 of the Credit Agreement with respect thereto (and this Agreement shall be deemed to be an Assignment and Assumption with respect to such assignment), (II) shall automatically be effective on the Second Amendment Effective Date (subject to the payment referred to in clauses (x) and (y) above), and in any event shall not require any further action on the part of such Non-Consenting Revolving Lender, and (III) the Administrative Agent is hereby authorized to record such assignment and assumption in the Register.

(d)     Subject to the terms and conditions set forth herein, on the Second Amendment Effective Date, each New Revolving Lender (as defined below) hereby agrees to assume from JPMCB Revolving Commitments in an aggregate amount equal to the amount set forth opposite such New Revolving Lender’s name on Schedule 2.01 to the Amended Credit Agreement under the heading “Revolving Commitment” (together with a proportionate amount of participations in Letters of Credit and a proportionate principal amount of Revolving Loans at a purchase price equal to par). Upon the effectiveness of such assumption, such New Revolving Credit Lender shall also be an Issuing Bank under the Amended Credit Agreement and shall have the LC Commitment set forth opposite its name on Schedule 2.01 to the Amended Credit Agreement under the heading “LC Commitment”. As used herein, “New Revolving Lender” means each financial institution that is not an existing Revolving Lender and that has executed and delivered a signature page to this Agreement as a “New Revolving Lender”.

SECTION 4. Amendments to the Credit Agreement. Effective as of the Second Amendment Effective Date:

(a)     the Credit Agreement is hereby amended by inserting the language indicated in underlined text (indicated textually in the same manner as the following examples: underlined text or underlined text) in Exhibit A hereto and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following examples: ~~stricken text~~ or stricken text) in Exhibit A hereto;

(b)     the schedules to the Credit Agreement are hereby amended and restated in their entirety as set forth in Exhibit B hereto;

(c)     the Form of Pari Passu Intercreditor Agreement and Form of Junior Lien Intercreditor Agreement attached as Exhibit C-1 and Exhibit C-2, respectively, are hereby incorporated as Exhibit I and Exhibit J to the Amended Credit Agreement, respectively; and

(d)     the Collateral Agreement is hereby amended by inserting the language indicated in underlined text (indicated textually in the same manner as the following examples: underlined text or underlined text) in Exhibit D hereto and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following examples: ~~stricken text~~ or stricken text) in Exhibit D hereto.

SECTION 5. Representations and Warranties. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and to each of the Lenders (including, without limitation, the Tranche C Term Lenders and the Incremental Revolving Lenders) that:

(a)     this Agreement and the transactions contemplated thereby are within each Loan Party’s corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action; and

(b)     this Agreement has been duly executed and delivered by each Loan Party and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 6. Effectiveness. This Agreement shall become effective on the first date on which the following conditions precedent shall have been satisfied (such date, the “Second Amendment Effective Date”), it being understood and agreed that the availability of the Incremental Revolving Commitments and obligations of the Lenders to make Loans pursuant to the Commitments established hereunder, in each case, on the Acquisition Funding Date shall be further subject to the conditions set forth in Sections 4.02 and 4.03(a) of the Amended Credit Agreement:

(a)     the Administrative Agent shall have received counterparts of this Agreement, duly executed and delivered on behalf of (i) the Borrower and each of the other Loan Parties, (ii) each Tranche C Term Lender, (iii) each Incremental Revolving Lender, (iv) each Consenting Revolving Lender and each Consenting Tranche A Term Lender, (v) each Issuing Bank, (vi) each New Revolving Lender and each New Tranche A Term Lender and (vi) Lenders collectively constituting the Required Lenders, or as to any of the foregoing parties, evidence reasonably satisfactory to the Administrative Agent that each of the foregoing parties has executed a counterpart of this Agreement;

(b)    the Administrative Agent shall have received (i) with respect to each Loan Party, secretary’s certificates of the type delivered to the Administrative Agent pursuant to Section 4.01(c) of the Credit Agreement, dated as of the Second Amendment Effective Date (including the attachments thereto), (ii) a certificate of a Responsible Officer of the Borrower confirming compliance with the conditions set forth in paragraph (d), (e) and (f) of this Section 6, (iii) a favorable written legal opinion (addressed to the Administrative Agent and the Lenders) of each of (A) Allen Overy Shearman Sterling (US) LLP, counsel for the Loan Parties and (B) local counsel in each jurisdiction where a Loan Party is organized and the laws of which are not covered by the opinion letter referred to in clause (A) of this paragraph, in each case, dated as of the Second Amendment Effective Date, substantially consistent in form with the legal opinions most recently delivered by such counsel to the Administrative Agent pursuant to the Credit Agreement (other than changes to such form resulting from a change in law, a change in fact or a change to counsel’s form of legal opinion reasonably satisfactory to the Administrative Agent) and covering matters relating to the Loan Parties and this Agreement substantially consistent with the matters covered in the respective most recently delivered legal opinion (other than changes resulting from such legal opinion bringing down Collateral-related matters and not covering new creation or perfection of Liens on the Collateral);

(c)     the Administrative Agent shall have received, for the account of each Consenting Revolving Lender and each Consenting Tranche A Term Lender (including each New Revolving Lender and each New Tranche A Term Lender), the Consent Fees, the Amendment Upfront Fees and the Amendment Arrangement Fees payable under (and as defined in) the Arranger Fee Letter;

(d)     the representations and warranties set forth in Section 5 hereof shall be true and correct as of the Second Amendment Effective Date;

(e)     the representations and warranties of each Loan Party set forth in the Loan Documents shall be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the Second Amendment Effective Date, except to the extent any such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date; provided that, for purposes of the representation in Section 3.17 of the Credit Agreement, the reference to “the Closing Date” therein shall be deemed to refer to “the Second Amendment Effective Date” and the reference to “the Transactions” shall be deemed to refer to the transactions contemplated by this Agreement;

(f)      on the Second Amendment Effective Date and immediately after giving effect to this Agreement and the transactions contemplated hereby, no Default or Event of Default shall have occurred and be continuing;

(g)     the Parent and the Borrower shall have executed and delivered to the Arrangers the Syndication Letter and the Arranger Fee Letter;

(h)     the Administrative Agent shall have received, for the account of the Lenders, all accrued and unpaid interest in respect of the Tranche A Term Loans and Revolving Loans (if any), and all accrued and unpaid fees pursuant to Section 2.12(a) and (b) of the Credit Agreement, in each case through but excluding the Second Amendment Effective Date; and

(i)      the Administrative Agent, the Arrangers and the Lenders shall have received, at least three Business Days prior to the Second Amendment Effective Date, all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations with respect to the Borrower and each other Loan Party, including the USA PATRIOT Act, in each case to the extent requested in writing at least ten Business Days prior to the Second Amendment Effective Date.

The Administrative Agent shall notify the Borrower and the Lenders of the Second Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 7. Reaffirmation. Each of the Borrower, Parent and each other Loan Party hereby (a) reaffirms its obligations under the Credit Agreement and each other Loan Document to which it is a party, in each case as modified by this Agreement, (b) reaffirms all Liens on the Collateral which have been granted by it in favor of the Collateral Agent (for the benefit of the Secured Parties) pursuant to the Loan Documents and (c) acknowledges and agrees that the guarantees of the Loan Parties contained in the Guarantee Agreement and the grants of security interests by the Loan Parties contained in the Collateral Agreement and the other Security Documents are, and shall remain, in full force and effect in respect of, and to secure, the Secured Obligations (including the Tranche C Term Commitments, the Specified Incremental Revolving Commitments and the Loans and other extensions of credit thereunder).

SECTION 8. Effects on Loan Documents; No Novation.

(a)     Except as expressly set forth herein, this Agreement (i) shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent, the Borrower or any other Loan Party under the Credit Agreement or any other Loan Document and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Borrower or any other Loan Party to any future consent to, or waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. On and after the Second Amendment Effective Date, (i) each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, as used in the Amended Credit Agreement, shall refer to the Credit Agreement as amended and otherwise modified hereby, and (ii) each reference to the “Credit Agreement” or “Amended and Restated Credit Agreement” in any other Loan Document, shall, unless the context otherwise requires, refer to the Credit Agreement as amended and otherwise modified hereby. This Agreement shall constitute a “Loan Document” and an “Incremental Facility Agreement” for all purposes of the Credit Agreement and the other Loan Documents.

(b)     This Agreement shall not extinguish the obligations for the payment of money outstanding under the Credit Agreement or discharge or release the priority of any Security Document. Nothing herein contained shall be construed as a substitution or novation of the Secured Obligations outstanding under the Credit Agreement, the Guarantee Agreement or any Security Document, which shall remain in full force and effect, except as modified hereby. Nothing expressed or implied in this Agreement or any other document contemplated hereby shall be construed as a release or other discharge of any Loan Party under any Loan Document from any of its obligations and liabilities thereunder.

SECTION 9. Applicable Law; Waiver of Jury Trial. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

(b)     EACH PARTY HERETO HEREBY AGREES AS SET FORTH IN SECTION 9.10 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WERE SET FORTH IN FULL HEREIN.

SECTION 10. Counterparts. 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 a single contract. Delivery of an executed counterpart of a signature page of this Agreement by electronic means (e.g., .pdf file) shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution”, “signed”, “signature”, “delivery” and words of like import in or relating to this Agreement shall be deemed to include Electronic Signatures, deliveries or the keeping of records in any electronic form (including deliveries by telecopy, emailed .pdf or any other electronic means that reproduces an image of an actual executed signature page), each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be.

SECTION 11. Expenses. The Borrower agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses in connection with this Agreement to the extent required under Section 9.03 of the Credit Agreement.

SECTION 12. Headings. The Section headings 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.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first written above.

	AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
	AMERICAN AXLE & MANUFACTURING, INC.
	AAM CASTING CORP.
	AAM INTERNATIONAL HOLDINGS,INC.
	AAM MEXICO HOLDINGS LLC
	AAM NORTH AMERICA, INC.
	AAM POWDER METAL COMPONENTS, INC.
	ACCUGEAR, INC.
	ASP GREDE INTERMEDIATE HOLDINGS LLC
	ASP HHI HOLDINGS, INC.
	AUBURN HILLS MANUFACTURING, INC.
	COLFOR MANUFACTURING, INC.
	HHI FORMTECH, LLC
	IMPACT FORGE GROUP, LLC
	JERNBERG INDUSTRIES, LLC
	MD INVESTORS CORPORATION
	METALDYNE M&A BLUFFTON, LLC
	METALDYNE PERFORMANCE GROUP INC.
	METALDYNE POWERTRAIN COMPONENTS, INC.
	METALDYNE SINTERED RIDGWAY, LLC
	METALDYNE SINTERFORGED PRODUCTS, LLC
	MSP INDUSTRIES CORPORATION OXFORD FORGE, INC.
	PUNCHCRAFT MACHINING AND TOOLING, LLC
	TEKFOR, INC.

By:	/s/ Shannon J. Curry
	Name:	Shannon J. Curry
	Title:	Vice President & Treasurer

[Signature Page to Second Amendment]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Tranche C Term Lender, an Incremental Revolving Lender, a Tranche A Term Lender, a Revolving Lender and an Issuing Bank

	By:	/s/ Ayesha Nabi
		Name:	Ayesha Nabi
		Title:	Vice President

[Signature Page to Second Amendment]

LENDER SIGNATURE PAGE TO THE SECOND AMENDMENT AND INCREMENTAL FACILITY AGREEMENT TO THE AMENDED AND RESTATED CREDIT AGREEMENT OF AMERICAN AXLE & MANUFACTURING, INC.