Exhibit 4.3
 
 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




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Trust IndentureAct Section
    
    Indenture SectionSec. 310(a)(1)
    
    607(a)(2)
    
    607(b)
    
    608Sec. 312(c)
    
    701Sec. 314(a)
    
    703(a)(4)
    
    1004(c)(1)
    
    102(c)(2)
    
    102(e)
    
    102Sec. 315(b)
    
    601Sec. 316(a)(last
sentence)
    
    101 (Outstanding)(a)(1)(A)
    
    502, 512(a)(1)(B)
    
    513(b)
    
    508(c)
    
    104(c)Sec. 317(a)(1)
    
    503(a)(2)
    
    504(b)
    
    1003Sec. 318(a)
    
    111
 Note: This reconciliation and tie shall not, for any purpose, be deemed to be a part of the
Indenture.




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TABLE OF CONTENTS
 PagePARTIES
    
    
    1RECITALS OF THE COMPANY
    
    
    1ARTICLE ONEDEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATIONSECTION 101. Definitions
    
    
    2SECTION 102. Compliance Certificates and Opinions
    
    
    13SECTION 103. Form of Documents Delivered to Trustee
    
    
    13SECTION 104. Acts of Holders
    
    
    14SECTION 105. Notices, etc. to Trustee, Company, the Guarantor or Subsidiary Guarantors
    
    
    16SECTION 106. Notice to Holders; Waiver
    
    
    16SECTION 107. Effect of Headings and Table of Contents
    
    
    17SECTION 108. Successors and Assigns
    
    
    17SECTION 109. Separability Clause
    
    
    17SECTION 110. Benefits of Indenture
    
    
    17SECTION 111. Governing Law
    
    
    17SECTION 112. Legal Holidays
    
    
    18SECTION 113. No Recourse
    
    
    18SECTION 114. Incorporation by Reference of Trust Indenture Act
    
    
    18SECTION 115. Rules of Construction
    
    
    19SECTION 116.
USA Patriot Act
    
    
    19ARTICLE TWOSECURITY FORMSSECTION 201. Forms Generally
    
    
    19SECTION 202. Form of Trustees Certificate of Authentication
    
    
    20SECTION 203. Securities Issuable in Global Form
    
    
    20ARTICLE THREETHE SECURITIESSECTION 301. Amount Unlimited; Issuable in Series
    
    
    21SECTION 302. Denominations
    
    
    25SECTION 303. Execution, Authentication, Delivery and Dating
    
    
    25SECTION 304. Temporary Securities
    
    
    28SECTION 305. Registration, Registration of Transfer and Exchange
    
    
    30
 Note: This table of contents shall not, for
any purpose, be deemed to be a part of the Indenture.




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PageSECTION 306. Mutilated, Destroyed, Lost and Stolen Securities
    
    
    34SECTION 307. Payment of Interest; Interest Rights Preserved; Optional Interest Reset
    
    
    35SECTION 308. Optional Extension of Maturity
    
    
    37SECTION 309. Persons Deemed Owners
    
    
    38SECTION 310. Cancellation
    
    
    39SECTION 311. Computation of Interest
    
    
    40SECTION 312. Currency and Manner of Payments in Respect of Securities
    
    
    40SECTION 313. Appointment and Resignation of Successor Exchange Rate Agent
    
    
    43ARTICLE FOURSATISFACTION AND DISCHARGESECTION 401. Satisfaction and Discharge of Indenture
    
    
    44SECTION 402. Application of Trust Money
    
    
    45ARTICLE FIVEREMEDIESSECTION 501. Events of Default
    
    
    45SECTION 502. Acceleration of Maturity; Rescission and Annulment
    
    
    47SECTION 503. Collection of Indebtedness and Suits for Enforcement by Trustee
    
    
    48SECTION 504. Trustee May File Proofs of Claim
    
    
    49SECTION 505. Trustee May Enforce Claims Without Possession of Securities
    
    
    50SECTION 506. Application of Money Collected
    
    
    50SECTION 507. Limitation on Suits
    
    
    50SECTION 508. Unconditional Right of Holders to Receive Principal, Premium and Interest
    
    
    51SECTION 509. Restoration of Rights and Remedies
    
    
    51SECTION 510. Rights and Remedies Cumulative
    
    
    52SECTION 511. Delay or Omission Not Waiver
    
    
    52SECTION 512. Control by Holders
    
    
    52SECTION 513. Waiver of Past Defaults
    
    
    52SECTION 514. Undertaking for Costs
    
    
    53SECTION 515. Waiver of Stay or Extension Laws
    
    
    53ARTICLE SIXTHE TRUSTEESECTION 601. Notice of Defaults
    
    
    54SECTION 602. Certain Duties, Responsibilities and Rights of Trustee
    
    
    54SECTION 603. Trustee Not Responsible for Recitals or Issuance of Securities
    
    
    56SECTION 604. May Hold Securities
    
    
    57SECTION 605. Money Held in Trust
    
    
    57SECTION 606. Compensation and Reimbursement
    
    
    57SECTION 607. Corporate Trustee Required; Eligibility; Conflicting Interests; Disqualification
    
    
    58




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PageSECTION 608. Resignation and Removal; Appointment of Successor
    
    
    58SECTION 609. Acceptance of Appointment by Successor
    
    
    60SECTION 610. Merger, Conversion, Consolidation or Succession to Business
    
    
    61SECTION 611. Appointment of Authenticating Agent
    
    
    61ARTICLE SEVENHOLDERS LISTS AND REPORTS BY TRUSTEE, COMPANY AND GUARANTORSECTION 701. Disclosure of Names and Addresses of Holders
    
    
    63SECTION 702. Reports by Trustee
    
    
    63SECTION 703. Reports by Company
    
    
    63ARTICLE EIGHTCONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASESECTION 801. Company and Guarantor May Consolidate, etc., Only on Certain Terms
    
    
    64SECTION 802. Successor Person Substituted
    
    
    65ARTICLE NINESUPPLEMENTAL INDENTURESSECTION 901. Supplemental Indentures Without Consent of Holders
    
    
    65SECTION 902. Supplemental Indentures with Consent of Holders
    
    
    67SECTION 903. Execution of Supplemental Indentures
    
    
    68SECTION 904. Effect of Supplemental Indentures
    
    
    68SECTION 905. Conformity with Trust Indenture Act
    
    
    68SECTION 906. Reference in Securities to Supplemental Indentures
    
    
    68SECTION 907. Notice of Supplemental Indentures
    
    
    68SECTION 908. Effect on Senior Indebtedness
    
    
    68ARTICLE TENCOVENANTSSECTION 1001. Payment of Principal, Premium, if Any, and Interest
    
    
    69SECTION 1002. Maintenance of Office or Agency
    
    
    69SECTION 1003. Money for Securities Payments to Be Held in Trust
    
    
    70SECTION 1004. Statement by Officers as to Default
    
    
    71SECTION 1005. Existence
    
    
    71SECTION 1006. Limitation on Liens
    
    
    72SECTION 1007. Limitation on Sale and Leaseback Transactions
    
    
    73SECTION 1008. SEC and Other Reports
    
    
    74SECTION 1009. Further Instruments and Acts
    
    
    74SECTION 1010. Calculation of Original Issue Discount
    
    
    74




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PageSECTION 1011. Additional Amounts
    
    
    74SECTION 1012. Waiver of Certain Covenants
    
    
    75ARTICLE ELEVENREDEMPTION OF SECURITIESSECTION 1101. Applicability of Article
    
    
    76SECTION 1102. Election to Redeem; Notice to Trustee
    
    
    76SECTION 1103. Selection by Trustee of Securities to Be Redeemed
    
    
    76SECTION 1104. Notice of Redemption
    
    
    76SECTION 1105. Deposit of Redemption Price
    
    
    78SECTION 1106. Securities Payable on Redemption Date
    
    
    78SECTION 1107. Securities Redeemed in Part
    
    
    79ARTICLE TWELVESINKING FUNDSSECTION 1201. Applicability of Article
    
    
    79SECTION 1202. Satisfaction of Sinking Fund Payments with Securities
    
    
    79SECTION 1203. Redemption of Securities for Sinking Fund
    
    
    80ARTICLE THIRTEENREPAYMENT AT OPTION OF HOLDERSSECTION 1301. Applicability of Article
    
    
    81SECTION 1302. Repayment of Securities
    
    
    81SECTION 1303. Exercise of Option
    
    
    81SECTION 1304. When Securities Presented for Repayment Become Due and Payable
    
    
    82SECTION 1305. Securities Repaid in Part
    
    
    83ARTICLE FOURTEENDEFEASANCE AND COVENANT DEFEASANCESECTION 1401. Companys Option to Effect Defeasance or Covenant Defeasance
    
    
    83SECTION 1402. Defeasance and Discharge
    
    
    83SECTION 1403. Covenant Defeasance
    
    
    84SECTION 1404. Conditions to Defeasance or Covenant Defeasance
    
    
    84SECTION
1405. Deposited Money and Government Obligations to Be Held in Trust; Other Miscellaneous Provisions
    
    
    86SECTION 1406. Reinstatement
    
    
    87




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PageARTICLE FIFTEENMEETINGS OF HOLDERS OF SECURITIESSECTION 1501. Purposes for Which Meetings May Be Called
    
    
    87SECTION 1502. Call, Notice and Place of Meetings
    
    
    87SECTION 1503. Persons Entitled to Vote at Meetings
    
    
    87SECTION 1504. Quorum; Action
    
    
    88SECTION 1505. Determination of Voting Rights; Conduct and Adjournment of Meetings
    
    
    89SECTION 1506. Counting Votes and Recording Action of Meetings
    
    
    90ARTICLE SIXTEENGUARANTEE BY THE GUARANTORSECTION 1601. Guarantee
    
    
    90SECTION 1602. Severability
    
    
    92SECTION 1603. Priority of Guarantee
    
    
    92SECTION 1604. Limitation of Guarantors Liability
    
    
    92SECTION 1605. Subrogation
    
    
    92SECTION 1606. Reinstatement
    
    
    92SECTION 1607. Release of the Guarantor
    
    
    92SECTION 1608. Benefits Acknowledged
    
    
    93ARTICLE SEVENTEENGUARANTEE BY THE SUBSIDIARY GUARANTORSSECTION 1701. Guarantee
    
    
    93SECTION 1702. Severability
    
    
    94SECTION 1703. Priority of Guarantee
    
    
    94SECTION 1704. Limitation of Subsidiary Guarantors Liability
    
    
    95SECTION 1705. Subrogation
    
    
    95SECTION 1706. Reinstatement
    
    
    95SECTION 1707. Release of the Subsidiary Guarantors
    
    
    95SECTION 1708. Benefits Acknowledged
    
    
    96EXHIBIT A FORMS OF CERTIFICATION




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provided provided further
    1




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Definitions
          2




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provided however
      7




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provided however
 9




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provided however
    11




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provided however
   12




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Compliance Certificates and Opinions
      Form of Documents Delivered to Trustee
 13




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Acts of Holders
  14




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15




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Notices, etc. to Trustee, Company, the Guarantor or Subsidiary
Guarantors
   Notice to Holders; Waiver
   16




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Effect of Headings and Table of Contents
 Successors and Assigns
 Separability Clause
 Benefits of Indenture
 Governing Law
 17




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Legal Holidays
 No Recourse
 Incorporation by Reference of Trust Indenture Act
  (i)
    
    indenture securities means the Securities;(ii)
    
    indenture security Holder means a Holder of a Security;(iii)
    
    indenture to be qualified means this Indenture;(iv)
    
    indenture trustee or institutional trustee means the Trustee; and(v)
    
    obligor on the Securities means the Company and if
applicable, the Guarantor and any Subsidiary Guarantor, in respect of the
Securities and any successor obligor upon the Securities.
 18




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Rules of Construction
 (I)
    
    a term has the meaning assigned to it;(II)
    
    an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;(III)
    
    or is not exclusive;(IV)
    
    words in the singular include the plural, and in the plural
include the singular; and(V)
    
    provisions apply to successive events and transactions.
 USA Patriot Act.
   Forms Generally
  19




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Form of Trustees Certificate of Authentication
    U. S. Bank National Association,
                as TrusteeBy:Authorized Officer Securities Issuable in Global Form
  20




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Amount Unlimited; Issuable in Series
    21




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Denominations
 Execution, Authentication, Delivery and Dating
   25




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provided however provided further
     26




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Temporary Securities
 provided however provided further
  28




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provided however provided further
  29




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Registration, Registration of Transfer and Exchange provided however
 30




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provided however
 31




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provided however
  32




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33




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Mutilated, Destroyed, Lost and Stolen Securities
  34




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provided however
    Payment of Interest; Interest Rights Preserved; Optional Interest
Reset provided however
  35




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36




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Optional Extension of Maturity
 37




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Persons Deemed Owners
  38




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Cancellation
 39




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Computation of Interest
 Currency and Manner of Payments in Respect of Securities
  40




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42




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Appointment and Resignation of Successor Exchange Rate Agent
   43




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Satisfaction and Discharge of Indenture
      44




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Application of Trust Money
   Events of Default
 45




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provided
 46




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Acceleration of Maturity; Rescission and Annulment
  47




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Collection of Indebtedness and Suits for Enforcement by Trustee
 48




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Trustee May File Proofs of Claim
    49




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Trustee May Enforce Claims Without Possession of Securities
 Application of Money Collected
    Limitation on Suits
  50




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Unconditional Right of Holders to Receive Principal, Premium and
Interest
 Restoration of Rights and Remedies
 51




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Rights and Remedies Cumulative
 Delay or Omission Not Waiver
 Control by Holders provided however
     Waiver of Past Defaults
 52




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Undertaking for Costs
 Waiver of Stay or Extension Laws
 53




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Notice of Defaults provided however provided further
 Certain Duties, Responsibilities and Rights of Trustee
  (a)
    
    the Trustee undertakes to perform such duties
and only such duties as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this
Indenture against the Trustee; and(b)
    
    in the absence of bad faith on its part, the
Trustee may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon certificates or
opinions furnished to the Trustee and conforming to the requirements of
this Indenture; but in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished
to the Trustee, the Trustee shall be under a duty to examine the same
to determine whether or not they conform to the requirements of this
Indenture;
   54




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(a)
    
    this subparagraph (3) does not limit the effect
of subparagraph (1) of this paragraph or the penultimate paragraph of
this Section 602;(b)
    
    the Trustee shall not be liable for any error
of judgment made in good faith by a Responsible Officer, unless it is
proved that the Trustee was negligent in ascertaining the pertinent
facts; and(c)
    
    the Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in good faith in
accordance with the direction of the Holders of a majority in principal
amount of the Outstanding Securities of the affected series relating to
the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under this Indenture;
       55




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Trustee Not Responsible for Recitals or Issuance of Securities
 56




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May Hold Securities
 Money Held in Trust
 Compensation and Reimbursement
     57




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Corporate Trustee Required; Eligibility; Conflicting Interests;
Disqualification
 Resignation and Removal; Appointment of Successor
   58




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59




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Acceptance of Appointment by Successor
  60




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Merger, Conversion, Consolidation or Succession to Business provided however
 Appointment of Authenticating Agent
 61




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U. S. Bank National Association,
as Trustee 62




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Byas Authenticating AgentByAuthorized Officer   Disclosure of Names and Addresses of Holders
 Reports by Trustee
  Reports by Company
  63




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Company and Guarantor May Consolidate, etc., Only on Certain Terms
    64




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Successor Person Substituted
   Supplemental Indentures Without Consent of Holders
    65




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66




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Supplemental Indentures with Consent of Holders provided however
    67




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Execution of Supplemental Indentures
 Effect of Supplemental Indentures
 Conformity with Trust Indenture Act
 Reference in Securities to Supplemental Indentures
 Notice of Supplemental Indentures
 Effect on Senior Indebtedness
 68




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Payment of Principal, Premium, if Any, and Interest
 Maintenance of Office or Agency
 provided however
  69




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provided however
  Money for Securities Payments to Be Held in Trust
    70




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provided however
 Statement by Officers as to Default
  Existence provided however
 71




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Limitation on Liens
  provided
   provided
 72




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provided
 Limitation on Sale and Leaseback Transactions
      73




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SEC and Other Reports
 Further Instruments and Acts
 Calculation of Original Issue Discount .
 Additional Amounts
  74




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Waiver of Certain Covenants
 75




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Applicability of Article
 Election to Redeem; Notice to Trustee
 Selection by Trustee of Securities to Be Redeemed
   Notice of Redemption
  76




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77




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Deposit of Redemption Price
 Securities Payable on Redemption Date provided further
  78




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Securities Redeemed in Part
   Applicability of Article
  Satisfaction of Sinking Fund Payments with Securities
 79




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Redemption of Securities for Sinking Fund
    80




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Applicability of Article
 Repayment of Securities
 Exercise of Option
 81




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When Securities Presented for Repayment Become Due and Payable provided further
 provided however
  82




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Securities Repaid in Part
   Companys Option to Effect Defeasance or Covenant Defeasance
 Defeasance and Discharge
 83




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Covenant Defeasance
 Conditions to Defeasance or Covenant Defeasance
  84




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provided
       85




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Deposited Money and Government Obligations to Be Held in Trust; Other
Miscellaneous Provisions
    86




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Reinstatement provided however
   Purposes for Which Meetings May Be Called
 Call, Notice and Place of Meetings
  Persons Entitled to Vote at Meetings
 87




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Quorum; Action provided however
 provided however
   88




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Determination of Voting Rights; Conduct and Adjournment of Meetings
  provided however
  89




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Counting Votes and Recording Action of Meetings
   Guarantee
  90




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91




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Severability
 Priority of Guarantee
 Limitation of Guarantors Liability
 Subrogation provided however
 Reinstatement
 Release of the Guarantor
 92




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Benefits Acknowledged
   Guarantee
   93




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Severability
 Priority of Guarantee
 94




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Limitation of Subsidiary Guarantors Liability
 Subrogation provided however
 Reinstatement
 Release of the Subsidiary Guarantors
 provided
 95




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Benefits Acknowledged
  96




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AMERICAN AXLE & MANUFACTURING, INC.By:Name:Title:AMERICAN AXLE & MANUFACTURING 
HOLDINGS, INC.
as GuarantorBy:Name:Title:AAM INTERNATIONAL HOLDINGS, INC.
as Subsidiary GuarantorBy:Name:Title:ACCUGEAR, INC.
as Subsidiary GuarantorBy:Name:Title:




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COLFOR MANUFACTURING, INC.
as Subsidiary GuarantorBy:Name:Title:DIETRONIK, INC.
as Subsidiary GuarantorBy:Name:Title:MSP INDUSTRIES CORPORATION
as Subsidiary GuarantorBy:Name:Title:OXFORD FORGE, INC.
as Subsidiary GuarantorBy:Name:Title:  U.S. BANK NATIONAL ASSOCIATION,
as TrusteeBy:Name:Title:




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EXHIBIT A
 FORMS OF CERTIFICATION
 A-1




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EXHIBIT A-1
 FORM OF CERTIFICATE TO BE GIVEN BY
PERSON ENTITLED TO RECEIVE BEARER SECURITY
OR TO OBTAIN INTEREST PAYABLE PRIOR
TO THE EXCHANGE DATE
 CERTIFICATE
 
    A-1-1




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[Name of Person Making Certification](Authorized Signatory)Name:Title:
 A-1-2




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EXHIBIT A-2
 FORM OF CERTIFICATE TO BE GIVEN BY EUROCLEAR
AND CLEARSTREAM IN
CONNECTION WITH THE EXCHANGE OF A PORTION OF A
TEMPORARY GLOBAL SECURITY OR TO OBTAIN INTEREST
PAYABLE PRIOR TO THE EXCHANGE DATE
 CERTIFICATE
 
    A-2-1




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[EUROCLEAR BANK S.A./N.V.][CLEARSTREAM]By
 A-2-2