Exhibit 10.1




 

EXECUTION VERSION


 


 




 


AGREEMENT dated as of June 11, 2021 (this
“Agreement”), amending the SECOND AMENDMENT dated as of April 28, 2020 (the “Existing Second Amendment”,
and as amended or otherwise modified by this Agreement, the “Second Amendment”) to the CREDIT AGREEMENT dated as of
April 6, 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”; capitalized
terms used and not defined herein shall have the meanings assigned to such terms in the Credit Agreement or the Existing Second Amendment,
as applicable), 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., as Administrative Agent (the “Administrative Agent”).


WHEREAS, the Borrower has requested that Section
3(i) of the Existing Second Amendment be amended as set forth herein; and


WHEREAS, the Lenders party hereto, constituting
the requisite Lenders necessary to approve this Agreement, are willing to consent to such amendment to the Existing Second Amendment 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, and
subject to the conditions set forth herein, the parties hereto hereby agree as follows:


SECTION 1. Rules of Interpretation.
The rules of interpretation set forth in Section 1.03 of the Credit Agreement are hereby incorporated by reference herein, mutatis
mutandis.


SECTION 2. Amendment to the Existing
Second Amendment. Section 3(i) of the Existing Second Amendment is hereby amended and restated in its entirety to read as follows:


“neither the Parent nor the Borrower
shall, or shall permit any Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any voluntary payment or other
distribution (whether in cash, securities or other property) of or in respect of any of the Borrower’s senior unsecured notes other
than the Existing Senior Notes described in clause (c) of the definition thereof set forth in the Existing Credit Agreement (the “Senior
Unsecured Notes”), or any payment or other distribution (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the repayment, repurchase, redemption, retirement, acquisition, cancellation or termination of
any of the Senior Unsecured Notes, except (i) any refinancing of Senior Unsecured Notes with Permitted Refinancing Indebtedness, (ii)
regularly scheduled payments of principal or interest in respect thereof and (iii) payments or redemptions of the New Senior Notes described
in clause (a) of the definition thereof set forth in the Existing Credit Agreement (including for the avoidance of doubt payments of any
premium, interest or other costs payable in connection with payments or redemptions of such New Senior Notes).”


    	 	 	 



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SECTION 3. Representations and Warranties.
The Borrower represents and warrants to the Administrative Agent and to each of the Lenders that:


(a) This Agreement and the transactions contemplated
hereby are within the corporate powers of each of the Borrower and the Parent and have been duly authorized by all necessary corporate
and, if required, stockholder action.


(b) This Agreement has been duly executed
and delivered by each of the Borrower and the Parent 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 4. Effectiveness. This Agreement
shall become effective as of the date first above written (the “Agreement Effective Date”) when:


(a) the Administrative Agent shall have received
counterparts of this Agreement, duly executed and delivered on behalf of (i) the Borrower, (ii) the Parent and (iii) the requisite Lenders
necessary to approve this Agreement, or as to any of the foregoing parties, advice reasonably satisfactory to the Administrative Agent
that each of the foregoing parties has executed a counterpart of this Agreement;


(b) each of the representations and warranties
set forth in Section 3 hereof shall be true and correct as of the Agreement Effective Date;


(c) 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 Agreement Effective Date, except to the extent any such
representation and warranty expressly relates to a prior 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;


    	 	 	 



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(d) At the time of and immediately after
giving effect to this Agreement, no Default or Event of Default shall have occurred and be continuing;


(e) the Administrative Agent shall have received
a certificate of a Responsible Officer of the Borrower confirming compliance with the conditions set forth in paragraphs (b), (c) and
(d) of this Section 4; and


(f) the Administrative Agent shall have received
payment of all expenses required to be paid or reimbursed by the Borrower under or in connection with this Agreement, including those
expenses set forth in Section 9 hereof, to the extent such expenses are invoiced at least one Business Day prior to the proposed Agreement
Effective Date.


SECTION 5. 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 the Second Amendment, (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.


SECTION 6. Credit Agreement. Except
as expressly set forth herein, this Agreement (a) 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 (b) 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. After the Agreement Effective Date,
any reference in the Loan Documents to the Second Amendment shall mean the Existing Second Amendment as modified hereby. This Agreement
shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents and, for the avoidance
of doubt, any breach of this Agreement by the Borrower or the Parent shall constitute an Event of Default.


    	 	 	 



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SECTION 7. Applicable Law; Waiver of
Jury Trial.


(a) THIS AGREEMENT AND ANY CLAIM,
CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW 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 8. Counterparts; Amendment;
Effectiveness.


(a) 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 facsimile
transmission or other electronic imaging shall be effective as delivery of an original executed counterpart of this Agreement. This Agreement
may not be amended nor may any provision hereof be waived except pursuant to a writing signed by the Borrower, the Administrative Agent
and the Lenders party hereto.


(b) The words “execution”,
“signed”, “signature”, “delivery” and words of like import in or relating to any document to be signed
in connection with this Agreement and the transactions contemplated hereby shall be deemed to include any electronic sound, symbol or
process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept
such contract or record (each, an “Electronic Signature”), and deliveries or the keeping of records in electronic form,
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, to the extent and as provided for in any applicable law, including
the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act or any
other similar State laws based on the Uniform Electronic Transactions Act; provided that nothing herein shall require the Administrative
Agent to accept electronic signatures in any form or format without its prior written consent. Without limiting the generality of the
foregoing, the Borrower (i) agrees that, for all purposes, including in connection with any workout, restructuring, enforcement of remedies,
bankruptcy proceedings or litigation among the Administrative Agent, the Lenders and the Loan Parties, electronic images of this Agreement
(including with respect to any signature pages hereto) shall have the same legal effect, validity and enforceability as any paper original,
and (ii) waives any argument, defense or right to contest the validity or enforceability of this Agreement based solely on the lack of
paper original copies of this Agreement, including with respect to any signature pages hereto.


    	 	 	 



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SECTION 9. 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 10. Headings. 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.


 


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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, INC.

    AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

     

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

     



 


 


 


 


 


 


 


 


 


 


 


 


 

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Solely with respect to the provisions of Section 5 hereof:


 


	 	AAM International Holdings, Inc.
	 	Auburn Hills Manufacturing, Inc.
	 	Oxford Forge, Inc.
	 	Colfor Manufacturing, Inc.
	 	AccuGear, Inc.
	 	MSP Industries Corporation
	 	Metaldyne Performance Group Inc.
	 	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 Acquisition Co., Inc.
	 	ASP MD Holdings, Inc.
	 	MD Investors Corporation
	 	Metaldyne, LLC
	 	Gear Design and Manufacturing, LLC
	 	AAM Powder Metal Components, Inc.
	 	ASP Grede Intermediate Holdings LLC
	 	HHI Holdings, LLC
	 	Rochester Manufacturing, LLC
	 	AAM Casting Corp.


 


 


	 	By
	 	  	/s/ Shannon J. Curry 
	 		Name:  Shannon J. Curry
	 	
    

     
	Title:    Vice President & Treasurer




 


 


 


 


 


 


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	 	JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent 
	 	By
		       
 	         /s/ Gene Riego De Dios
	 	       
 	Name:Gene Riego De Dios
	 	          	Title:Executive Director
	 	          	 


 


 


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	BANK OF AMERICA, N.A.
	 	 
	 	 
	 	By
	 	 	/s/ Brian Lukehart
	 	 	Name: Brian Lukehart
	 	 	Title:  Managing Director


 


 


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution: Barclays Bank PLC
	 	 
	 	 
	 	
	 	 
	 	 
	 	By
	 	 	/s/ Robert Walsh
	 	 	Name: Robert Walsh
	 	 	Title:  Assistant Vice President


 


 


For institutions that require a second signature:


 


	 	 
	 	By
	 	 	 
	 	Name:
	 	Title:


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	ROYAL BANK OF CANADA
	 	
	 	 
	 	 
	 	By
	 	 	/s/ Nikhil Madhok
	 	 	Name: Nikhil Madhok
	 	 	Title:   Authorized Signatory


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	CITIBANK, N.A.
	 	 
	 	 
	 	By
	 	 	/s/ Matthew Burke
	 	 	Name: Matthew Burke
	 	 	Title: Managing Director and Vice President


 


For institutions that require a second signature:


 


	 	 
	 	By
	 	 	 
	 	Name:
	 	Title:


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	BMO Harris Bank N.A.
	 	 
	 	 
	 	By
	 	 	/s/ Andrew Berryman
	 	 	Name: Andrew Berryman
	 	 	Title: Director


 


For institutions that require a second signature:


 


	 	 
	 	By
	 	 	 
	 	Name:
	 	Title:


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	PNC BANK, NATIONAL ASSOCIATION
	 	 
	 	 
	 	By
	 	 	/s/ Scott Neiderheide
	 	 	Name: Scott Neiderheide
	 	 	Title: Senior Vice President


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	U.S. BANK NATIONAL ASSOCIATION
	 	 
	 	
	 	 
	 	 
	 	By
	 	 	/s/ Jeffrey S. Johnson
	 	 	Name: Jeffrey S. Johnson
	 	 	Title:   Senior Vice President


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	CITIZENS BANK, NATIONAL ASSOCIATION
	 	 
	 	 
	 	By
	 	 	/s/ Stephen A. Maenhout
	 	 	Name: Stephen A. Maenhout
	 	 	Title:   Senior Vice President


 


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	MIZUHO
BANK, LTD.
	 	 
	 	 
	 	By
	 	 	/s/ Donna DeMagistris
	 	 	Name: Donna DeMagistris
	 	 	Title: Executive Director


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	The Huntington National Bank
	 	 
	 	 
	 	By
	 	 	/s/ Steven J. McCormack
	 	 	Name: Steven J. McCormack
	 	 	Title:   Senior Vice President


 


For institutions that require a second signature:


 


	 	 
	 	By  N/A
	 	 	 
	 	Name:
	 	Title:


 


 


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	KEYBANK NATIONAL ASSOCIATION
	 	 
	 	 
	 	By
	 	 	/s/ Brian P. Fox
	 	 	Name: Brian P. Fox
	 	 	Title: Senior Vice President


 


 


 


 


 


 


 


 


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    LENDERS

     

    SIGNATURE PAGE TO THE AGREEMENT AMENDING THE SECOND AMENDMENT TO THE CREDIT
    AGREEMENT DATED AS OF APRIL 6, 2017, AMONG AMERICAN AXLE & MANUFACTURING, INC., AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
    THE LENDERS AND ISSUING BANKS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT

     

     

	 	Name of Institution:
	 	 
	 	 
	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 
	 	 
	 	By
	 	 	/s/ Kyle Patterson
	 	 	Name: Kyle Patterson
	 	 	Title: Senior Vice President


 


 


 


 


 


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