SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 17, 2017 among American Axle & Manufacturing, Inc., a Delaware corporation (the “Company”), the entities listed on Schedule A hereto (the “Guaranteeing Subsidiaries”), Metaldyne Performance Group Inc. (“MPG”), a wholly-owned subsidiary of American Axle & Manufacturing Holdings, Inc., a Delaware corporation (“Holdings”), Holdings, and the other Subsidiary Guarantors (as defined in the Indenture referred to herein; the Guaranteeing Subsidiaries, MPG and the Subsidiary Guarantors, collectively, the “Guarantors”) and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of November 3, 2011, as amended and supplemented by the First Supplemental Indenture, dated as of March 23, 2017 (and as may be further amended and supplemented from time to time, the “Indenture”), providing for the issuance from time to time of its unsecured senior or subordinated debentures, notes or other evidences of indebtedness and guarantees thereof;


 


WHEREAS, the Company has issued under the Indenture its 5.125% Senior Notes Due 2019, 7.75% Senior Notes Due 2019, 6.25% Senior Notes Due 2021, 6.625% Senior Notes Due 2022, 6.25% Senior Notes due 2025 and 6.50% Senior Notes Due 2027 (collectively, the “Notes”);


 


WHEREAS, the Indenture and the terms of the Notes provide that under certain circumstances certain subsidiaries of Holdings and/or the Company may execute and deliver to the Trustee a supplemental indenture pursuant to which such subsidiary will guarantee the Notes on the terms and conditions set forth in Article Seventeen of the Indenture and in the Notes (the “Note Guarantee”), and the Guaranteeing Subsidiaries hereby are providing such a Note Guarantee; and


 


WHEREAS, pursuant to Section 901 of the Indenture, the parties hereto are authorized to execute and deliver this Supplemental Indenture.


 


NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:


 


1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


2. AGREEMENT TO GUARANTEE. Each of the Guaranteeing Subsidiaries hereby agrees to provide a Guarantee on the terms and subject to the conditions set forth in the Note Guarantee.


 


3. NO RECOURSE AGAINST OTHERS. No director, officer, employee or stockholder of the Company, Holdings or any of the Guarantors will have any liability for any of the Company’s, Holdings’ or such Guarantor’s obligations under the Notes, the Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Note Guarantees.


 


4. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THIS SUPPLEMENTAL INDENTURE IS SUBJECT TO THE PROVISIONS OF THE TRUST INDENTURE ACT THAT ARE REQUIRED TO BE PART OF THIS SUPPLEMENTAL INDENTURE AND SHALL, TO THE EXTENT APPLICABLE, BE GOVERNED BY SUCH PROVISIONS


 


5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.


 


6. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.


                             


7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.


            











 


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.


 



	 	
THE GUARANTEEING SUBSIDIARIES:

	 
	 	 	 
	 	
MSP INDUSTRIES CORPORATION


MPG HOLDCO I INC.


METALDYNE BSM, LLC


METALDYNE M&A BLUFFTON, LLC


METALDYNE POWERTRAIN COMPONENTS, INC.


METALDYNE SINTERED RIDGWAY, LLC


METALDYNE SINTERFORGED PRODUCTS, LLC


PUNCHCRAFT MACHINING AND TOOLING, LLC


HHI FORMTECH, LLC


JERNBERG INDUSTRIES, LLC


IMPACT FORGE GROUP, LLC


ASP HHI HOLDINGS, INC.


ASP HHI INTERMEDIATE HOLDINGS, INC.


ASP HHI INTERMEDIATE HOLDINGS II, INC.


ASP HHI ACQUISITION CO., INC.


FORGING HOLDINGS, LLC


HEPHAESTUS HOLDINGS, LLC


HHI FORMTECH HOLDINGS, LLC


HHI FORGING, LLC


GEARING HOLDINGS, LLC


CLOYES GEAR HOLDINGS, LLC


JERNBERG HOLDINGS, LLC


IMPACT FORGE HOLDINGS, LLC


ASP MD HOLDINGS, INC.


ASP MD INTERMEDIATE HOLDINGS, INC.


ASP MD INTERMEDIATE HOLDINGS II, INC.


MD INVESTORS CORPORATION


METALDYNE, LLC


GEAR DESIGN AND MANUFACTURING, LLC


GREDE WISCONSIN SUBSIDIARIES LLC


CLOYES GEAR AND PRODUCTS, INC.


GREDE LLC


GREDE HOLDINGS LLC


ASP GREDE INTERMEDIATE HOLDINGS LLC


GSC RIII - GREDE LLC


SHOP IV SUBSIDIARY INVESTMENT (GREDE), LLC


HHI HOLDINGS, LLC


GREDE II LLC


ASP GREDE ACQUISITIONCO LLC


ROCHESTER MANUFACTURING, LLC


THE MESH COMPANY, LLC 


	 	 	 	 	 
	 	 	 	 	 
	 	
By:

	  /s/ Shannon Curry	 
	 	 	
Name:

	
Shannon Curry

	 
	 	 	
Title:

	
Authorized Signatory

	 
	 	 	 	 	 
	 	 	 	 	 
	 	
AMERICAN AXLE & MANUFACTURING, INC.

	 
	 	 	 	 	 
	 	 	 	 	 
	 	
By:

	  /s/ Shannon Curry	 
	 	 	
Name:

	
Shannon Curry

	 
	 	 	
Title:

	
Treasurer

	 
	 	 	 	 	 



           


 



Signature Page to Supplemental Indenture













 


	 	 	 	 	 
	 	
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. 


	 	 	 	 	 
	 	 	 	 	 
	 	
By:

	  /s/ Shannon Curry	 
	 	 	
Name:

	
Shannon Curry

	 
	 	 	
Title:

	
Treasurer

	 
	 	 	 	 	 
	 	 	 	 	 
	 	
AAM INTERNATIONAL HOLDINGS, INC.


AUBURN HILLS MANUFACTURING, INC. (F/K/A DIETRONIK, INC.)


OXFORD FORGE, INC.


MSP INDUSTRIES CORPORATION


COLFOR MANUFACTURING, INC.


ACCUGEAR, INC.


METALDYNE PERFORMANCE GROUP INC. 


	 	 	 	 	 
	 	 	 	 	 
	 	
By:

	  /s/ Shannon Curry	 
	 	 	
Name:

	
Shannon Curry

	 
	 	 	
Title:

	
Treasurer

	 
	 	 	 	 	 
	 	 	 	 	 
	 	
U.S. BANK NATIONAL ASSOCIATION,


as Trustee

	 
	 	 	 	 	 
	 	 	 	 	 
	 	
By:

	  /s/ James Kowalski	 
	 	 	
Authorized Signatory

	 
	 	 	 	 	 








 


 


 


 


 


 


 


 


 


 



Signature Page to Supplemental Indenture













 



SCHEDULE A

                   




GUARANTEEING SUBSIDIARIES


       


               


	
MSP Industries Corporation


	
MPG Holdco I Inc.


	
Metaldyne BSM, LLC


	
Metaldyne M&A Bluffton, LLC


	
Metaldyne Powertrain Components, Inc.


	
Metaldyne Sintered Ridgway, LLC


	
Metaldyne SinterForged Products, LLC


	
Punchcraft Machining and Tooling, LLC


	
HHI FormTech, LLC


	
Jernberg Industries, LLC


	
Impact Forge Group, LLC


	
ASP HHI Holdings, Inc.


	
ASP HHI Intermediate Holdings, Inc.


	
ASP HHI Intermediate Holdings II, Inc.


	
ASP HHI Acquisition Co., Inc.


	
Forging Holdings, LLC


	
Hephaestus Holdings, LLC


	
HHI FormTech Holdings, LLC


	
HHI Forging, LLC


	
Gearing Holdings, LLC


	
Cloyes Gear Holdings, LLC


	
Jernberg Holdings, LLC


	
Impact Forge Holdings, LLC


	
ASP MD Holdings, Inc.


	
ASP MD Intermediate Holdings, Inc.


	
ASP MD Intermediate Holdings II, Inc.


	
MD Investors Corporation


	
Metaldyne, LLC


	
Gear Design and Manufacturing, LLC


	
Grede Wisconsin Subsidiaries LLC


	
Cloyes Gear and Products, Inc.


	
Grede LLC


	
Grede Holdings LLC


	
ASP Grede Intermediate Holdings LLC


	
GSC RIII - Grede LLC


	
Shop IV Subsidiary Investment (Grede), LLC


	
HHI Holdings, LLC


	
Grede II LLC


	
ASP Grede AcquisitionCo LLC


	
Rochester Manufacturing, LLC


	
The Mesh Company, LLC