Amendment No. 6 to Letter Agreement Dated February 26, 2004 Between General Motors Corporation and American Axle & Manufacturing Inc.

Summary

This amendment updates the original agreement between General Motors (GM) and American Axle & Manufacturing Inc. (AAM) regarding the supply of certain automotive products. It revises estimated annual volumes for specific product programs, adjusts terms for product specifications, and modifies delivery schedules. The amendment also clarifies procedures for program cancellation and confirms that previous amendments remain in effect unless changed by this document. Both parties agree to the updated terms as of May 3, 2008.

EX-10.47 2 exhibit10-47.htm AMENDMENT #6 DATED MAY 3, 2008 TO LETTER AGREEMENT DATED FEBRUARY 26, 2004 BY AND BETWEEN GM AND AAM INC. exhibit10-47.htm

Exhibit 10.47

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN

THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN

OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION PURSUANT TO

RULE 24B-2 OF THE SECURITIES EXCHANGE

ACT OF 1934, AS AMENDED

Amendment # 6 dated May 3, 2008 to Letter Agreement dated February 26, 2004 by and between GM and AAM Inc.

1.	Amendment # 3 and Amendment #5 are hereby amended as follows: Estimated annual volume for the […*…] Program shall be [……] adjusted from a previous volume of […**…].

2.	Amendment #5 is hereby amended as follows: Estimated annual volume for the […*…] shall be [……] adjusted from a previous volume of […**…].

3.	Amendment #5 is hereby amended as follows: Estimated annual volume for the […*…] shall be [……] adjusted from a previous volume of […**…].

4.	Amendment #5 is hereby amended as follows: Estimated annual volume for the […*…] shall be [……] adjusted from a previous volume of […**…].

5.	Amendment # 5 is hereby amended as follows:

a.	AAM and GM agree to […***…] as set forth in accordance with the February 26, 2004 Letter Agreement with the following product programs:

[Missing Graphic Reference]

b.	[…*…] the programs detailed in sub-paragraph “a,” above, which are [……] from other products supplied by AAM, shall be […**…] in the specifications for such products.

c.	[…*…] the programs detailed in sub-paragraph “a,” above, which [……] other products supplied by AAM, shall be [……] to AAM, […*…] in the specifications for such products as set forth below:

i)	[…*…] - based on […*…] in the specifications for such products.

ii)	[…*…] Products for the [……] – based on […**…] per Amendments #1 & #2.

iii)	[…*…] – based on the [……] for […**…] products.

iv)	[…*…] – [……] of these products to the […**…] based upon an agreed upon design direction.

v)	[…*…] – [……] of these products to the […**…] based upon an agreed upon design direction.

vi)	[…*…] – […*…] in the specifications for such products

d.	The […***…] is deleted.

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6.	[…*…] and [……] programs […**…] to AAM under Amendment #5 is amended as follows:

a)	[…*…] and [……] program: [……] is […*…] from January 2008 to October 2008.

b)	[…*…] and [……] program: [……] is […*…] from January 2008 to July 2009.

7.	In the event that GM […*…] or other platform(s) that [……] and / or [……] products [……] by AAM, then [……] products to AAM […*…] under the terms and conditions of the February 26, 2004 Agreement between GM and AAM.

8.	[…*…] which provides additional consideration […*…].

9.	With respect to the […*…], now designated as [……] in this amendment, [……] or be consolidated with other [……] or [……] platforms [……], then AAM will be [……] such […*…] under the terms and conditions of this Agreement.

10.	[…*…]: All of these products being [……] pursuant to this agreement shall be included in […**…].

11.

Program Cancellation: Not withstanding the terms of any other agreement […***…], in the event that any of the programs […***…] under the original 2-26-04 Agreement and subsequent Amendments (#1 through #6 and beyond) […***…] based on the same terms and conditions as the parties have previously agreed. The date of […***…] shall be deleted from paragraph […***…] of the […***…] Agreement.

12.	Amendment #’s referenced herein refer to Amendments to the Letter Agreement dated February 26, 2004, between General Motors Corporation and American Axle & Manufacturing Inc.

13.	Amendment #3 and Amendment #5 are each hereby acknowledged, ratified, and confirmed in their entireties to be in full force and effect, except as modified by this Amendment #6.

14.	With this Agreement, AAM acknowledges that the […*…] and the […*…].

15.

[…***…] components for the products […***…] pursuant to this agreement or under the original 2-26-04 Agreement or subsequent Amendments (#1 through #6) will be subject to […***…]. The attached document (attachment 2) specifies the […***…] components for each program. For each mutually agreed […***…], GM will issue a […***…] to AAM pursuant to the […***…] in place between GM and AAM. This alteration to the existing […***…] will be initiated with the launch of […***…] under the 2-26-04 Agreement or subsequent Amendments (#1 through #6). (Current programs will not be affected by this alteration).

16.	GM and AAM understand that the program […*…] under this Agreement (amendments 1 – 6) [……]. Notwithstanding paragraph 11 above, AAM agrees that [……]. AAM and GM agree [……] for such […**…] with respect to the remedies outlined in paragraph 11 above.


/s/ Steven J. Proctor			/s/ Randall Pappal
American Axle & Manufacturing, Inc.			General Motors Corporation
Steven J. Proctor			Randall Pappal
Vice President			Executive Director
Sales & Marketing			Global Purchasing and Supply Chain

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*** Confidential Treatment Requested