6.25% Senior Notes due 2025 and 6.50% Senior Notes due
2027

On March 23, 2017, American Axle Manufacturing, Inc. (the
Issuer), a Delaware corporation and wholly owned subsidiary of
American Axle Manufacturing Holdings, Inc. (NYSE: AXL) ( the
Company and together with the Issuer, AAM) issued $700 million in
aggregate principal amount of 6.25% senior notes due 2025 (the
2025 Notes) and $500 million in aggregate principal amount of
6.50% senior notes due 2027 (the 2027 Notes, and, together with
the 2025 Notes, the Notes). The Notes are guaranteed on a senior
unsecured basis by the Company, Alpha SPV I, Inc. and certain of
the Issuers current and future subsidiaries (such subsidiary
guarantors, together with the Company and Alpha SPV I, Inc., the
Guarantors). In addition, under certain circumstances, the
subsidiary guarantees will fall away.

The Notes are governed by an indenture, dated as of November 3,
2011 (the Indenture) among the Company, the Issuer, certain
subsidiary guarantors and U.S. Bank National Association, as
trustee (the Trustee), as supplemented and amended by the First
Supplemental Indenture, dated as of March 23, 2017, (the First
Supplemental Indenture) which adds Alpha SPV I, Inc., a wholly
owned subsidiary of the Company, as a guarantor under the
Indenture.

The Indenture contains covenants that, among other things,
restrict, with certain exceptions, AAMs ability to: engage in
consolidations and mergers or sell or transfer all or
substantially all of their assets; incur debt secured by certain
liens; and engage in certain sale and leaseback transactions. The
terms of the Indenture include customary events of default.

Interest on the Notes is payable semi-annually in arrears on
April 1 and October 1, commencing October 1, 2017. The 2025 Notes
mature on April 1, 2025 and the 2027 Notes mature on April 1,
2027. At any time on or after April 1, 2020, in the case of the
2025 Notes, and April 1, 2022 in the case of the 2027 Notes, AAM
may redeem the Notes, in whole or in part, at the applicable
redemption prices set forth in the Notes, plus accrued interest.
Before April 1, 2020, in the case of the 2025 Notes, and before
April 1, 2022, in the case of the 2027 Notes, AAM may redeem the
Notes, in whole or in part, at a redemption price equal to 100%
of their principal amount, plus accrued interest and the
Applicable Premium. In addition, before April 1, 2020, AAM may
redeem up to 35% of the Notes of each series at a redemption
price equal to 106.25% of their principal amount, in the case of
the 2025 Notes, or 106.50%, in the case of the 2027 Notes, plus
accrued interest, using the proceeds of certain equity offerings.

In the event the agreement and plan of merger, dated as of
November 3, 2016 (the Merger Agreement) by and among the Company,
Alpha SPV I, Inc. and Metaldyne Performance Group Inc. (MPG), to
which the Company will acquire MPG (the Merger), is terminated or
AAM notifies the Trustee or otherwise publicly announces that the
Merger will not be consummated or the Merger is not consummated
on or prior to November 1, 2017, AAM will be required to redeem
the Notes to a special mandatory redemption at a redemption price
equal to 100% of the aggregate principal amount of the Notes,
plus accrued and unpaid interest to, but not including, the
redemption date.

The Company intends to use the net proceeds to fund a portion of
the consideration for the proposed acquisition of MPG, related
fees and expenses, refinancing certain existing indebtedness of
MPG and borrowings under the Companys existing credit facilities.

The foregoing description of the Notes (forms of which are filed
as Exhibit 4.2 and 4.3 to this Current Report on Form 8-K and
incorporated herein by reference) and the Indenture (incorporated
by reference to Exhibit 4.1 filed with American Axle
Manufacturing Holdings, Inc. Current Report on Form 8-K dated
October 31, 2011 No. 001-14303 and incorporated herein by
reference) and the First Supplemental Indenture (which is filed
as Exhibit 4.1 to this Current Report on Form 8-K and
incorporated herein by reference) are qualified in their entirety
by reference to the Notes, the Indenture and the First
Supplemental Indenture.

On March 23, 2017, the Issuer, the Company, the other Guarantors
and J.P. Morgan Securities LLC, acting as representative of the
initial purchasers of the Notes, entered into Registration Rights
Agreements (the Registration Rights Agreements) to which the
Issuer and the Guarantors agreed to file with the Securities and
Exchange Commission a registration statement on the appropriate
form under the Securities Act of 1933, as amended (the Securities
Act) with respect to an offer to exchange each series of the
Notes (the Exchange Offer Registration Statement). Upon the
effectiveness of the Exchange Offer Registration Statement, the
Issuer and the Guarantors will offer to the owners of each series
of Notes who are able to make certain representations the
opportunity to exchange their Notes for notes registered under
the Securities Act (the Exchange Notes) that are substantially
identical to the terms of the Notes of such series, except that
the transfer restrictions, registration rights and additional
interest provisions relating to the Notes will not apply to the
Exchange Notes (the Exchange Offer). The Issuer and the
Guarantors may be required to file a shelf registration statement
to cover resales of the Notes of either series under certain
circumstances. If AAM does not consummate the exchange offer
within 365 days after issuance of the Notes of such series or
certain other conditions occur, the Registration Rights
Agreements provide that additional interest will be payable on
the Notes of such series.

The foregoing description of the Registration Rights Agreements
is qualified in its entirety by reference to the Registration
Rights Agreements, copies of which are filed as Exhibit 10.1 and
10.2 to this Current Report on Form 8-K and incorporated herein
by reference.

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.