Ex. 10.47 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:

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.

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