Aam Master Trust Series 1999-a Supplement

EXHIBIT 10.16(a)


EXECUTION COPY


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AAM MASTER TRUST
SERIES 1999-A SUPPLEMENT


TO


POOLING AGREEMENT


Among


AAM RECEIVABLES CORP.


AMERICAN AXLE & MANUFACTURING, INC.
as Servicer


and


THE CHASE MANHATTAN BANK
as Trustee


Dated as of March 25, 1999


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TABLE OF CONTENTS


PAGE
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ARTICLE I


Definitions


SECTION 1.01 Definitions..................................................1


ARTICLE II


Designation of VFC Certificates; Purchase and
Sale of the VFC Certificates


SECTION 2.01 Designation ................................................16 SECTION 2.02 The VFC Certificates and Series 1999-A
Subordinated Interest ....................................16 SECTION 2.03 Purchases of Interests in the VFC
Certificates and the Series 1999-A
Subordinated Interest ....................................17 SECTION 2.04 Delivery ...................................................17 SECTION 2.05 Procedure for Initial Issuance and for
Increasing the Series 1999-A Invested
Amount ...................................................18 SECTION 2.06 Procedure for Decreasing the Series
1999-A Invested Amount; Optional
Termination ..............................................19 SECTION 2.07 Reductions of the Commitments...............................20 SECTION 2.08 Interest; Commitment Fee....................................21 SECTION 2.09 Indemnification by the Company and
the Servicer .............................................22


ARTICLE III


Article III of the Agreement


SECTION 3A.02. Establishment of Trust Accounts.............................23 SECTION 3A.03. Daily Allocations...........................................24 SECTION 3A.04. Determination of Interest...................................26 SECTION 3A.05. Determination of Series 1999-A Monthly
Principal ................................................28 SECTION 3A.06. Applications ...............................................29


ARTICLE IV


Distributions and Reports


SECTION 4A.01. Distributions...............................................31


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SECTION 4A.02. Daily Reports...............................................31 SECTION 4A.03. Statements and Notices......................................32


ARTICLE V


Additional Early Amortization Events


SECTION 5.01 Additional Early Amortization Events........................33


ARTICLE VI


Servicing Fee


SECTION 6.01 Servicing Compensation.....................................36


ARTICLE VII


Change in Circumstances


SECTION 7.01 Illegality ................................................36 SECTION 7.02 Requirements of Law........................................37 SECTION 7.03 Taxes .....................................................39 SECTION 7.04 Indemnity .................................................41 SECTION 7.05 Assignment of Commitments Under Certain
Circumstances; Duty to Mitigate ...........................42 SECTION 7.06 Limitation ................................................43


ARTICLE VIII


Covenants, Representations and Warranties


SECTION 8.01 Representations and Warranties of the
Company and the Servicer...................................43 SECTION 8.02 Covenants of the Company and the Servicer..................43 SECTION 8.03 Covenants of the Servicer..................................44 SECTION 8.04 Covenant of the Company....................................45 SECTION 8.05 Obligations Unaffected.....................................45 SECTION 8.06 Representations and Warranties of
the Initial Purchasers and any
Acquiring Purchasers......................................46


ARTICLE IX


Conditions Precedent


SECTION 9.01 Conditions Precedent to Effectiveness
of Supplement ...........................................46


ARTICLE X


The Agent


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SECTION 10.01 Appointment ...............................................50 SECTION 10.02 Delegation of Duties.......................................50 SECTION 10.03 Exculpatory Provisions.....................................50 SECTION 10.04 Reliance by Agent..........................................51 SECTION 10.05 Notice of Servicer Default or Early
Amortization Event or Potential
Early Amortization Event ................................51 SECTION 10.06 Non-Reliance on Agent and Other
Purchasers ..............................................52 SECTION 10.07 Indemnification............................................52 SECTION 10.08 Agent in Its Individual Capacity...........................53 SECTION 10.09 Successor Agent............................................53


ARTICLE XI
Miscellaneous


SECTION 11.01 Ratification of Agreement..................................53 SECTION 11.02 Governing Law..............................................53 SECTION 11.03 Further Assurances.........................................53 SECTION 11.04 Payments...................................................54


SECTION 11.05 Costs and Expenses.........................................54 SECTION 11.06 No Waiver; Cumulative Remedies.............................54 SECTION 11.07 Amendments.................................................54


SECTION 11.08 Severability...............................................56 SECTION 11.09 Notices....................................................56


SECTION 11.10 Successors and Assigns.....................................56 SECTION 11.11 Counterparts...............................................60


SECTION 11.12 Adjustments; Setoff........................................61 SECTION 11.13 Limitation of Payments by Company..........................61 SECTION 11.14 No Bankruptcy Petition.....................................62


ARTICLE XII


Final Distributions SECTION 12.01 Certain Distributions......................................62


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Series 1999-A Supplement
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SERIES 1999-A SUPPLEMENT dated as of March 25,
1999 (this "Supplement"), among AAM RECEIVABLES
CORP., a Delaware corporation (the "Company"),
AMERICAN AXLE & MANUFACTURING, INC., a Delaware
corporation, as servicer (the "Servicer"), the
financial institutions parties hereto on the date
hereof (the "Initial Purchasers") and the financial
institutions from time to time parties hereto as
purchasers pursuant to Section 11.10, THE CHASE
MANHATTAN BANK, a New York banking corporation, as
agent (the "Agent") for the Purchasers (as
hereinafter defined) in its individual capacity and
not as Trustee and THE CHASE MANHATTAN BANK, in its
capacity as trustee (the "Trustee") under the
Agreement.


W I T N E S S E T H :


WHEREAS, the Company, the Servicer and the Trustee have entered into the Pooling Agreement, dated as of October 29, 1997, as amended and restated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the "Agreement");


WHEREAS, the Agreement provides, among other things, that the Company, the Servicer and the Trustee may at any time and from time to time enter into supplements to the Agreement for the purpose of authorizing the issuance on behalf of the Trust by the Company for execution and redelivery to the Trustee for authentication of one or more Series of Investor Certificates; and


WHEREAS, the Company, the Servicer, and the Trustee wish to supplement the Agreement as hereinafter set forth.


NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties hereto agree as follows:


ARTICLE I


Definitions


SECTION 1.01. (a) The following words and phrases shall have the following meanings with respect to Series 1999-A and the definitions of such terms are applicable to


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the singular as well as the plural form of such terms and to the masculine as well as the feminine and neuter genders of such terms:


"ABR" shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. If for any reason, the Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate for any reason, including the failure of the Federal Reserve Bank of New York to publish rates or the inability of the Agent to obtain quotations in accordance with the terms thereof, the ABR shall be determined without regard to clause (b) of the immediately preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively. The term "Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as being effective. The term "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.


"Accrual Period" shall mean, with respect to Series 1999-A, the period from and including a Distribution Date to but excluding the next succeeding Distribution Date; provided further that in the case of the initial Accrual Period, it shall mean the period from and including the Issuance Date to but excluding the next succeeding Distribution Date.


"Accrued Expense Adjustment" shall mean, for any Business Day in any Accrual Period, the amount, if any, which may be less than zero, equal to the difference between (a) the entire amount of (i) the Commitment Fee, if any, due and payable on the next succeeding Distribution Date, (ii) the Series 1999-A Monthly Interest to be distributed on the next succeeding Distribution Date, (iii) the Series 1999-A Monthly Servicing Fee, (iv) the aggregate amount of all previously accrued, unpaid and unallocated Series 1999-A Monthly Interest for prior Distribution Dates, (v) the aggregate amount of all accrued, unpaid and unallocated Additional Interest and (vi) all accrued Program Costs, in each case for such Accrual Period determined as of such day, and (b) the aggregate of the amounts transferred to the


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Series 1999-A Non-Principal Collection Sub-subaccount on or before such day in respect of such Accrual Period pursuant to subsection 3A.03(a)(i), before giving effect to any transfer made in respect of the Accrued Expense Adjustment on such day pursuant to the proviso contained in such subsection.


"Accrued Expense Amount" shall mean, for each Business Day during an Accrual Period, the sum of (a) for Eurodollar Tranches, in the case of each of the first ten Business Days in the Accrual Period, one-tenth of the Series 1999-A Monthly Interest determined as of such Business Day, (b) in the case of each of the first ten Business Days in the Accrual Period, one-tenth of the Commitment Fee payable to the VFC Certificate holders on the next succeeding Distribution Date, (c) in the case of each of the first ten Business Days in the Accrual Period, one-tenth of the Series 1999-A Monthly Servicing Fee (in the case of each of the foregoing clauses (a) through (c), up to the amount thereof due and payable on such next succeeding Distribution Date, but subject to Accrued Expense Adjustments as provided in subsection 3A.03(a)(i)), (d) the aggregate amount of all previously accrued, unpaid and unallocated Series 1999-A Monthly Interest for prior Distribution Dates, (e) the aggregate amount of all accrued, unpaid and unallocated Additional Interest and (f) all Program Costs that have accrued since the preceding Business Day.


"Acquiring Purchaser" shall have the meaning assigned in subsection 11.10(b).


"Additional Interest" shall have the meaning assigned in subsection 3A.04(b).


"Agent" shall have the meaning specified in the recitals hereto.


"Aggregate Commitment Amount" shall mean, with respect to any Business Day, the aggregate amount of the Commitments of all Purchasers on such date, as reduced from time to time pursuant to Section 2.07.


"Aggregate Receivables Amount" shall mean with respect to any date of determination, the aggregate Principal Amount of all Eligible Receivables in the Trust at the end of the Business day immediately preceding such date; provided that notwithstanding anything to the contrary contained herein, during any GMT/PPAP Rejection Period, no Tooling Receivables relating to the GMT 800 Program shall be included in the calculation of the Aggregate Receivables Amount.


"Applicable Margin" shall mean at any date of determination, 1.25% per annum.


"Article VII Costs" shall mean any amounts due pursuant to Article VII.


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"Available Commitment" shall mean, with respect to any Business Day, the (i) Aggregate Commitment Amount on such Business Day minus (ii) the Series 1999-A Invested Amount.


"Available Pricing Amount" shall mean, on any Business Day, the sum of (i) the Unallocated Balance plus (ii) the Increase, if any, on such date.


"Benefitted Purchaser" shall have the meaning assigned in Section 11.12.


"Carrying Cost Reserve Ratio" shall mean, as of any Settlement Report Date and continuing until (but not including) the next Settlement Report Date, an amount (expressed as a percentage) equal to (a) the product of (i) 2.0 times Days Sales Outstanding as of such day and (ii) 1.50 times the Certificate Rate in effect as of such day divided by (b) 365.


"Certificate Rate" shall mean on any date of determination, the average (weighted based on the respective outstanding amounts of each Eurodollar Tranche) of One-Month LIBOR then in effect plus, in each case, the Applicable Margin.


"Change in Control" shall mean the occurrence of any event the result of which causes the Company not to be a direct or indirect, wholly owned Subsidiary of American Axle & Manufacturing, Inc.


"Claim" shall have the meaning specified in subsection 2.09(a).


"Code" shall mean the Internal Revenue Code (as defined in the Pooling Agreement).


"Commitment" shall mean, as to any Purchaser, its obligation to maintain and, subject to certain conditions, increase, its Series 1999-A Purchaser Invested Amount, in an aggregate amount not to exceed at any one time outstanding the amount set forth opposite such Purchaser's name on Schedule 1 under the caption "Commitment", as such amount may be reduced from time to time as provided herein; collectively, as to all Purchasers, the "Commitments".


"Commitment Fee" shall have the meaning assigned in subsection 2.08(b).


"Commitment Percentage" shall mean, as to any Purchaser and as of any date, the percentage equivalent of a fraction, the numerator of which is such Purchaser's Commitment as set forth on Schedule 1 and the denominator of which is the Aggregate Commitment Amount as of such date.


"Commitment Period" shall mean the period commencing on the Issuance Date and terminating on the date that the Series 1999-A Amortization Period commences.


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"Commitment Reduction" shall have the meaning assigned in subsection 2.07(a).


"Commitment Termination Date" shall mean the earlier of (a) the Scheduled Revolving Termination Date and (b) the date on which the Commitments are terminated in whole pursuant to Section 2.07.


"Commitment Transfer Supplement" shall have the meaning assigned in subsection 11.10(c).


"Company Indemnified Person" shall have the meaning assigned in subsection 2.09(a).


"Credit Agreement" shall mean the Credit Agreement dated as of October 27, 1997, among American Axle & Manufacturing of Michigan, Inc., the Seller, the lenders named therein, The Chase Manhattan Bank, as Administrative Agent and Collateral Agent, and Chase Manhattan Bank Delaware, as Fronting Bank (including any amendments or modifications thereto or refinancing thereof).


"Daily Interest Adjustment" shall mean, for any Business Day in any Accrual Period, the amount, if any, which may be less than zero, equal to the difference between (i) the sum of (A) the Series 1999-A Monthly Interest determined as of such day, (B) the aggregate amount of all previously accrued, unpaid and unallocated Series 1999-A Monthly Interest for prior Distribution Dates and (C) the aggregate amount of all accrued, unpaid and unallocated Additional Interest and (ii) the amount on deposit in the Series 1999-A Accrued Interest Sub-subaccount on such day after making any deposit thereto pursuant to subsection 3A.03(c), before giving effect to any transfer made in respect of the Daily Interest Adjustment on such day pursuant to the proviso to such subsection.


"Daily Interest Deposit" shall mean, for any Business Day, an amount equal to (i) the amount of accrued and unpaid Daily Interest Expense in respect of such day plus (ii) the aggregate amount of all previously accrued, unpaid and unallocated Series 1999-A Monthly Interest for prior Distribution Dates plus (iii) the aggregate amount of all accrued, unpaid and unallocated Additional Interest.


"Daily Interest Expense" for any day in any Accrual Period, shall mean the product of (i) the Series 1999-A Invested Amount (calculated without regard to clauses (d) and (e) of the definition of Series 1999-A Purchaser Invested Amount) allocable to Eurodollar Tranches on such day divided by 360 and (ii) One-Month LIBOR plus the Applicable Margin on such day in effect with respect thereto; provided, however, that for the purposes of calculating Series 1999-A Monthly Interest, the "Daily Interest Expense" for any day following the date of determination shall be based on the Series 1999-A Invested Amount and the Certificate Rate as of or in effect on such date of determination; provided


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further that for any such day during the continuation of an Early Amortization Period, the "Daily Interest Expense" for such day shall be equal to the greater of (i) the sum of the amounts calculated pursuant to clauses (A) and (B) above and (ii) the product of (x) the Series 1999-A Invested Amount on such day divided by 365 and (y) the Certificate Rate in effect on such day plus 2.00% per annum.


"Daily Report" shall mean a report prepared by the Servicer on each Business Day for the period specified therein, in substantially the form of Exhibit D.


"Days Sales Outstanding" shall mean, as of any Settlement Report Date and continuing until the next Settlement Report Date, the number of days equal to the product of (a) 91 and (b) the amount obtained by dividing (i) the Aggregate Receivables Amount as at the last day of the Settlement Period immediately preceding such earlier Settlement Report Date, by (ii) the aggregate Principal Amount of Receivables originated by the Seller (whether or not billed) for the three Settlement Periods immediately preceding such earlier Settlement Report Date, computed solely with respect to Receivables of Designated Obligors.


"Decrease" shall have the meaning assigned in Section 2.06.


"Designated Obligor" shall mean GM, Ford and any other Obligor designated by the Servicer and approved by the Majority Purchasers and the Rating Agency, provided that if such other Obligor is of a credit quality comparable to GM, then such approval shall not be unreasonably withheld.


"Dilution Horizon" shall mean (i) for the period from the Issuance Date until the Settlement Report Date occurring in July 1999 75 days as representing the time period it takes the Seller to recognize a Dilution Adjustment, and (ii) for each six-month period (beginning and ending on a Settlement Report Date) to occur after such initial period, the number of days (expressed as a dollar weighted average based upon the Dilution Adjustments for such period), as determined by the Servicer in accordance with procedures utilized to calculate the dilution horizon in clause (i) above; provided, that in no event shall the Dilution Horizon be less than 30 days.


"Dilution Horizon Factor" shall mean (i) for the period from the Issuance Date until the Settlement Report Date occurring in July 1999, 2.50 months, and (ii) for each six-month period (beginning and ending on a Settlement Report Date) to occur after such initial period, a fraction, the numerator of which is the Dilution Horizon for such period and the denominator of which is 30.


"Dilution Period" shall mean, as of any Settlement Report Date and continuing until (but not including) the next


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Settlement Report Date, the quotient of (i) the product of (A) the aggregate Principal Amount of Receivables that were initially billed by the Seller during the Settlement Period preceding such earlier Settlement Report Date and (B) the Dilution Horizon Factor and (ii) the aggregate Principal Amount of all Eligible Receivables billed to Designated Obligors in the Trust as of the last day of the Settlement Period preceding such earlier Settlement Report Date, computed solely with respect to Receivables of Designated Obligors.


"Dilution Ratio" shall mean, as of the last day of each Settlement Period, an amount (expressed as a percentage) equal to the aggregate amount of (i) Dilution Adjustments made during such Settlement Period and (ii) the amount of Receivables due from GM and Ford which have aged more than 150 days from their original due date divided by the aggregate Principal Amount of Receivables that were initially billed by the Seller during such Settlement Period, computed solely with respect to Receivables of Designated Obligors.


"Dilution Reserve Ratio" shall mean, as of any Settlement Report Date and continuing until (but not including) the next Settlement Report Date, an amount (expressed as a percentage) that is calculated as follows:


DRR = [(c * d) + e] * f


Where:


DRR = Dilution Reserve Ratio;


c = 2.00;


d = the average of the Dilution Ratio that occurred during the
period of twelve consecutive Settlement Periods ending
immediately prior to such earlier Settlement Report Date;


e = The product of (i) the twelve-month sample standard
deviation of the Dilution Ratio as of the end of each of the
twelve consecutive Settlement Periods immediately preceding
such earlier Settlement Report Date and (ii) 1.96.


f = the highest Dilution Period that occurred during the last
three Settlement Periods occurring prior to such earlier
Settlement Report Date.


"Distribution Date" shall mean, the 15th day of the month, or if such 15th day is not a Business Day, the next succeeding Business Day, and in the case any Eurodollar Period ends on another day, it shall also mean the last day of such Eurodollar Period.


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"Early Amortization Event" shall have the meanings assigned in Section 5.01 of this Supplement and Section 7.01 of the Agreement.


"Early Amortization Period" shall have the meaning assigned in Section 5.01 of this Supplement and Section 7.01 of the Agreement.


"Effective Date" shall have the meaning assigned in Section 9.01.


"Eurodollar Lending Office" means, as to the Trustee or any successor thereto, its office, branch or affiliate as it may designate as its Eurodollar Lending Office by notice to the Purchasers and the Agent.

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