EXHIBIT 10.48
AMENDMENT TO MONITORING AGREEMENT DATED AS OF OCTOBER 29, 1997 BETWEEN AMERICAN
AXLE & MANUFACTURING OF MICHIGAN, INC. AND BLACKSTONE MANAGEMENT PARTNERS L.P.
This Amendment (the "Amendment") to the Monitoring Agreement dated as
of October 29, 1997 between American Axle & Manufacturing of Michigan, Inc. and
Blackstone Management Partners L.P. (the "Agreement") is entered into as of the
19th day of November, 2001, by and between American Axle & Manufacturing
Holdings, Inc., a Delaware corporation, successor by merger of American Axle &
Manufacturing of Michigan, Inc., a Michigan corporation, (the "Company") and
Blackstone Management Partners L.P., a Delaware limited partnership
("Blackstone").
For good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:
1. Commencing on January 1, 2002 (the "Effective Date"), Section 3 of the
Agreement is deleted and replaced in its entirety with the following:
3. Fees. In consideration of the services contemplated by Section 2,
for the remaining term of this Agreement, commencing with payments due
following the Effective Date, the Company and its successors agree to
pay to Blackstone an annual monitoring fee (the "Monitoring Fee") which
will be paid in advance in semi-annual equal installments on March 31
and September 30 of each year. The Monitoring Fee shall be based upon
Blackstone's percentage ownership of the voting common stock of the
Company ("Blackstone Ownership %") in accordance with the following
schedule:
Blackstone Ownership % Annual Fee
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Current ownership 46.9% $ 3.5 million
Less than 45.0% $ 3.4 million
Less than 40.0% $ 3.0 million
Less than 35.0% $ 2.6 million
Less than 30.0% $ 2.2 million
Less than 25.0% $ 1.8 million
Less than 20.0% $ 1.4 million
Less than 15.0% $ 1.0 million
Less than 10.0% $ 0.6 million
Less than 5.0% $ 0.2 million
0.0% $ 0.0 million
Provided, however, that no change in the annual fee based upon a change
in Blackstone Ownership % in accordance with the forgoing schedule
shall be effective until a divestiture of Company stock by Blackstone.
By way of illustration, but not of limitation, dilution through option
exercises or other equity transactions will not trigger fee decreases
but will be taken into account in determining the Blackstone Ownership
% when Blackstone divests of Company stock.
2. Commencing on the Effective Date, Section 7 of the Agreement is deleted and
replaced in its entirety with the following:
7. Term. This Agreement shall be effective as of the Effective Date and
shall continue until such time as Blackstone and its affiliates
beneficially own no Company stock, at which time the Agreement,
including this Amendment, shall terminate (such termination date, the
"Termination Date"), provided that section 4 shall remain in effect
with respect to Out-of-Pocket Expenses incurred prior to the
Termination Date. The provisions of Sections 5 and 9, and otherwise as
the context so requires, shall survive the termination of this
Agreement.
3. Except as otherwise expressly provided in this Amendment, the Agreement shall
remain in full force and effect as originally written. Words and phrases defined
in the Agreement shall have the same meaning(s) when used in this Amendment
unless redefined herein. In the event of a conflict between the terms and
conditions of the Agreement and this Amendment, the terms and conditions of this
Amendment shall control.
4. This Amendment constitutes the entire agreement of the parties with respect
to the subject matter hereof and supersedes any and all prior agreements,
whether written or oral, pertaining to the subject matter contained herein. Any
addition, deletion, or modification of any kind to this Amendment shall only be
binding upon the parties if evidenced through a written document signed by an
authorized representative of each party hereto.
5. This Amendment may be executed in two (2) or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly
executed and delivered as of the date first written above.
American Axle & Manufacturing Blackstone Management Partners L.P.
Holdings, Inc. By Blackstone Management Partners
L.L.C., its General Partner
By: /s/ Robin J. Adams By: /s/ Robert L. Friedman
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Name: Robin J. Adams Name: Robert L. Friedman
Title: Executive VP & CFO Title: Member
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