On September 17, 2012, in connection with the cash tender offer and consent solicitation (the "Tender Offer") by American Axle & Manufacturing, Inc. (the "Company") for any and all of its outstanding $250 million aggregate principal amount of 5.25% Senior Notes due February 11, 2014 (the "Notes"), the Company and The Bank of New York Mellon Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee (the "Trustee"), entered into a first supplemental indenture dated as of September 17, 2012 (the "First Supplemental Indenture"). On September 18, 2012 the Company accepted for payment and paid for $137,833,000 aggregate principal amount of the Notes. The First Supplemental Indenture amends and supplements the indenture, dated as of February 11, 2004 (the "Indenture"), among the Company, American Axle & Manufacturing Holdings, Inc., as guarantor, and the Trustee, pursuant to which the Notes were issued. The First Supplemental Indenture became operative on September 18, 2012 upon the acceptance and payment by the Company of all Notes tendered in the Tender Offer before 5:00 p.m., September 17, 2012. The First Supplemental Indenture amends the Indenture to, among other things, eliminate most of the restrictive covenants and certain default provisions applicable to the Notes. A copy of the First Supplemental Indenture is attached hereto as Exhibit 4.1 and is incorporated by reference herein.

(d) Exhibits

Exhibit No.                                  Description
    4.1           First Supplemental Indenture, dated as of September 17, 2012,
                  between American Axle & Manufacturing, Inc. and The Bank of New
                  York Mellon Trust Company, N.A. (as successor to BNY Midwest
                  Trust Company), as trustee, related to the Company's 5.25% Senior
                  Notes due February 11, 2014.