8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): August 31, 2009

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

1-14303	36-3161171
(Commission File Number)	(I.R.S. Employer Identification Number)
One Dauch Drive, Detroit, Michigan	48211-1198
(Address of principal executive offices)	(zip code)

(313) 758-2000

Registrant’s telephone number, including area code

Not Applicable

(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):

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

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

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

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

SECTION 1 — Registrant’s Business and Operations

Item 1.01. Entry into a Material Definitive Agreement

On August 31, 2009, American Axle & Manufacturing Holdings, Inc. (“Holdings”) and American Axle & Manufacturing, Inc. (“AAM”) entered into a third extension of the Waiver and Amendment, dated as of June 29, 2009, as amended and extended by that certain Waiver Extension dated as of July 29, 2009, and as further amended and extended by that certain Second Waiver Extension dated as of August 17, 2009 (the “Waiver and Amendment”) to the Credit Agreement dated as of January 9, 2004, as amended and restated as of November 7, 2008 among Holdings, AAM, JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”) for the lenders party thereto (the “Lenders”), and J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Joint Lead Arrangers and Joint Bookrunners (as amended and restated, the “Credit Agreement” and the facility thereunder the “Revolving Credit Facility”), with the Administrative Agent and the Lenders party thereto (the “Third Waiver Extension”).

The Third Waiver Extension, among other things, extends the second waiver extension termination date of August 31, 2009 to September 15, 2009. The Third Waiver Extension requires AAM to maintain a daily minimum liquidity of $75 million and can be terminated under certain circumstances, including AAM’s inability to meet the minimum liquidity test for four consecutive business days. Except for the foregoing, the Waiver and Amendment remains in full force and effect.

The foregoing description is qualified in its entirety by reference to the full text of the Third Waiver Extension.

SECTION 7 — Regulation FD

Item 7.01. Regulation FD

• AAM continues to work with key stakeholders on various commercial agreements and financing arrangements that would result in a comprehensive long-term solution outside of bankruptcy. The current extension of the waiver period provides additional time to finalize the definitive terms and conditions of such commercial agreements and financing arrangements.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements about the Company’s plans, projections, strategies or future performance. Such statements, made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, are based on our current expectations, are inherently uncertain, are subject to risks and should be viewed with caution. Actual results and experience may differ materially as a result of many factors, including but not limited to: our ability to negotiate and finalize the definitive terms and conditions of various commercial and financing arrangements with our key stakeholders, including GM and our senior lenders; when post-bankruptcy General Motors Corporation (New GM) and post-bankruptcy Chrysler (New Chrysler) resumes full production, production levels, production type of vehicles and whether we are a supplier for those vehicles; to what extent New GM assumes our contracts with “Old” GM and contract terms; our ability to maintain sufficient liquidity in light of the recent extended production shutdowns by GM and Chrysler; the terms of our contractual relationships with New GM and New Chrysler post-bankruptcy; the ability of GM to comply with the terms of the Secured Term Loan Facility provided by the U. S. Treasury and any other applicable requirements of the Troubled Asset Relief Program (TARP); the impact on our business of requirements imposed on, or actions taken by, any of our customers in response to TARP or similar programs; global economic conditions; availability of financing for working capital, capital expenditures, R&D or other general corporate purposes, including our ability to comply with financial covenants and commercial agreements and/or negotiate waivers/amendments to such agreements; our customers’(other than GM and Chrysler) and suppliers’ availability of financing for working capital, capital expenditures, R&D and other general corporate purposes; reduced purchases of our products by New GM, New Chrysler or other customers; reduced demand for our customers’ products (particularly light trucks and SUVs produced by GM and Chrysler); our ability to achieve cost reductions through ongoing restructuring actions; additional restructuring actions that may occur; our ability to achieve the level of cost reductions required to sustain global cost competitiveness; our ability to maintain satisfactory labor relations and avoid future work stoppages; our suppliers’ ability to maintain satisfactory labor relations and avoid work stoppages; our customers’ and their suppliers’ ability to maintain satisfactory labor relations and avoid work stoppages; our ability to implement improvements in our U.S. labor cost structure; supply shortages or price increases in raw materials, utilities or other operating supplies; our ability or our customers’ and suppliers’ ability to successfully launch new product programs on a timely basis; our ability to realize the expected revenues from our new and incremental business backlog; our ability to attract new customers and programs for new products; our ability to develop and produce new products that reflect market demand; lower-than-anticipated market acceptance of new or existing products; our ability to respond to changes in technology, increased competition or pricing pressures; continued or increased high prices for or reduced availability of fuel; adverse changes in laws, government regulations or market conditions affecting our products or our customers’ products (such as the Corporate Average Fuel Economy regulations); adverse changes in economic conditions or the political stability of our principal markets (particularly North America, Europe, South America and Asia); liabilities arising from warranty claims, product liability and legal proceedings to which we are or may become a party; changes in liabilities arising from pension and other postretirement benefit obligations; risks of noncompliance with environmental regulations or risks of environmental issues that could result in unforeseen costs at our facilities; our ability to attract and retain key associates; other unanticipated events and conditions that may hinder our ability to compete.

It is not possible to foresee or identify all such factors and we make 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.

SECTION 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Third Waiver Extension dated as of August 31, 2009 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., the banks and other financial institutions identified therein as lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

SIGNATURES

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

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
By:	/s/ Michael K. Simonte
Name:	Michael K. Simonte
Title:	Executive Vice President — Finance & Chief Financial Officer
	(also in capacity of Chief Accounting Officer)

Dated: August 31, 2009

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Third Waiver Extension dated as of August 31, 2009 among American Axle & Manufacturing Holdings, Inc., American Axle & Manufacturing, Inc., the banks and other financial institutions identified therein as lenders party thereto, and JPMorgan Chase Bank, N.A., as Administrative Agent.

EX-99.1

Exhibit 99.1

     THIRD WAIVER EXTENSION, dated as of August 31, 2009 (this “Third Waiver Extension”), among AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation (the “Borrower”), AMERICAN AXLE & MANUFACTURING HOLDINGS, INC., a Delaware corporation (the “Parent”), JPMORGAN CHASE BANK, N.A., as Administrative Agent (the “Administrative Agent”), and the Lenders party to the Credit Agreement (as defined in the Waiver (as defined below)) that become parties hereto. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Waiver.

     WHEREAS the Parent, the Borrower and certain Lenders party to the Credit Agreement have entered into a Waiver and Amendment dated as of June 29, 2009, as amended and extended by that certain Waiver Extension dated as of July 29, 2009, and as further amended and extended by that certain Second Waiver Extension dated as of August 17, 2009 (the “Waiver”) to the Credit Agreement, pursuant to which the Required Lenders agreed to waive certain provisions of the Credit Agreement;

     WHEREAS the Parent and the Borrower have requested that the Required Lenders agree to extend the Waiver Period; and

     WHEREAS the undersigned Lenders are willing to extend such Waiver Period 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, the parties hereto hereby agree as follows:

     SECTION 1. Limited Third Waiver Extension. Effective as of the Effective Date and subject to the terms and conditions of this Third Waiver Extension, the undersigned Lenders hereby extend the Waiver Period until the earliest to occur of (i) 5:00 p.m., New York City time, on September 15, 2009, (ii) the failure of the Parent and the Borrower to maintain a Liquidity Amount in excess of $75,000,000 for a period of four consecutive Business Days and delivery to the Borrower by the Administrative Agent of a notice stating that the Waiver Period is being terminated, (iii) any Event of Default (other than a Waived Default) and delivery to the Borrower by the Administrative Agent of a notice (which the Administrative Agent shall deliver at the request of the Required Lenders), while such Event of Default is continuing, stating that the Waiver Period is being terminated, (iv) the date of any amendment to the Credit Agreement and (v) the date on which any Loan Party makes any payment of interest, principal or fees with respect to the Existing Convertible Notes (as defined in the Credit Agreement) or the Existing Senior Notes (as defined in the Credit Agreement) (other than the interest payment to be made on September 1, 2009) and delivery to the Borrower by the Administrative Agent of a notice (which the Administrative Agent shall deliver at the request of the Required Lenders) stating that the Waiver Period is being terminated (the date on which the Waiver Period is terminated pursuant to any of the foregoing clauses, the “Third Extended Waiver Termination Date”). All references in (x) the Waiver to the Waiver Period shall mean the Waiver Period as extended hereby and (y) Section 1(c) of the Waiver to the Waiver Termination Date or Extended Waiver Termination Date shall be deemed to refer to the Third Extended Waiver Termination Date.

     SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Third Waiver Extension, each of the Parent and the Borrower hereby represents and warrants to each Lender and the Administrative Agent that, after giving effect to this Third Waiver Extension:

     (a) the representations and warranties of each Loan Party set forth in the Loan Documents (except for the representation and warranty set forth in Section 3.04(b) of the Credit Agreement) are true and correct in all material respects on and as of the Effective Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects with respect to such earlier date); and

     (b) as of the Effective Date, no Default or Event of Default (other than the Waived Defaults) has occurred and is continuing.

     SECTION 3. Conditions to Effectiveness. This Third Waiver Extension shall become effective on and as of the date on which each of the following conditions precedent is satisfied in full (such date, the “Effective Date”):

     (a) the Administrative Agent (or its counsel) shall have received duly executed counterparts hereof that, when taken together, bear the authorized signatures of the Parent, the Borrower and the Required Lenders; and

     (b) the Administrative Agent shall have received, to the extent invoiced, reimbursement or payment of all reasonable and documented out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

     SECTION 4. Credit Agreement. Except as specifically waived or amended hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the Effective Date, any reference to the Credit Agreement shall mean the Credit Agreement as amended or modified hereby. This Third Waiver Extension shall constitute a Loan Document for all purposes of the Credit Agreement and the other Loan Documents.

     SECTION 5. Applicable Law. THIS THIRD WAIVER EXTENSION SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

     SECTION 6. Counterparts. This Third Waiver Extension may be executed in any number of counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one instrument. Delivery of an executed signature page to this Third Waiver Extension by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be effective as delivery of a manually executed counterpart of this Third Waiver Extension.

     SECTION 7. Headings. The Section headings used herein are for convenience of reference only, are not part of this Third Waiver Extension and are not to affect the construction of, or to be taken into consideration in interpreting, this Third Waiver Extension.

[Remainder of page intentionally left blank.]

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

AMERICAN AXLE & MANUFACTURING, INC.,
by	/s/ Shannon J. Curry
	Name:	Shannon J. Curry
	Title:	Treasurer
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.,
By	/s/ Shannon J. Curry
	Name:	Shannon J. Curry
	Title:	Treasurer

JPMORGAN CHASE BANK, N.A., individually and as Administrative Agent
by	/s/ Authorized Signatory
	Name:	Authorized Signatory
	Title:

SIGNATURE PAGE TO THIRD WAIVER EXTENSION DATED
AS OF THE DATE FIRST WRITTEN ABOVE, IN RESPECT
OF THE WAIVER AND AMENDMENT DATED AS OF JUNE
29, 2009, AS AMENDED AND EXTENDED AS OF JULY
29, 2009, AND AS FURTHER AMENDED AND EXTENDED
AS OF AUGUST 17, 2009, TO THE CREDIT AGREEMENT
DATED AS OF JANUARY 9, 2004, AS AMENDED AND
RESTATED AS OF NOVEMBER 7, 2008, AMONG AMERICAN
AXLE & MANUFACTURING, INC., AMERICAN AXLE &
MANUFACTURING HOLDINGS, INC., THE LENDERS FROM
TIME TO TIME PARTY THERETO AND JPMORGAN CHASE
BANK, N.A., AS ADMINISTRATIVE AGENT.

Lender Name:   BANK OF AMERICA, N.A.

By	/s/ Authorized Signatory Name: Authorized Signatory
	Title:

SIGNATURE PAGE TO THIRD WAIVER EXTENSION DATED
AS OF THE DATE FIRST WRITTEN ABOVE, IN RESPECT
OF THE WAIVER AND AMENDMENT DATED AS OF JUNE
29, 2009, AS AMENDED AND EXTENDED AS OF JULY
29, 2009, AND AS FURTHER AMENDED AND EXTENDED
AS OF AUGUST 17, 2009, TO THE CREDIT AGREEMENT
DATED AS OF JANUARY 9, 2004, AS AMENDED AND
RESTATED AS OF NOVEMBER 7, 2008, AMONG AMERICAN
AXLE & MANUFACTURING, INC., AMERICAN AXLE &
MANUFACTURING HOLDINGS, INC., THE LENDERS FROM
TIME TO TIME PARTY THERETO AND JPMORGAN CHASE
BANK, N.A., AS ADMINISTRATIVE AGENT.

Lender Name:  Wachovia Bank, N.A.

By	/s/ Authorized Signatory
	Name: Authorized Signatory
	Title: