EXHIBIT 10.47
AGREEMENT
THIS AGREEMENT, dated as of December 21, 2001, by and between General
Motors Corporation ("GM") and American Axle & Manufacturing, Inc. ("AAM").
WHEREAS, AAM and GM have entered into an Agreement, dated as of June
14, 2001, relative to the * * * series program (the "June 14, 2001 Agreement"),
which requires GM to source driveline products to AAM in accordance with the
terms and conditions of that Agreement in order for certain other provisions to
become effective.
To avoid any doubt or uncertainty in connection with action being taken
by AAM and GM relative to such sourcing, the parties hereto agree as follows:
1. GM and AAM agree that the * * * sourcing to AAM for the life
of the * * * series program contemplated by Paragraph 3 of the
June 14, 2001 Agreement relative to the driveline components
described in Paragraph 1.a. of the June 14, 2001 Agreement has
been accomplished by Exhibit I to the June 14, 2001 Agreement,
except for the actions required by Paragraph 1.c. GM shall
include such components in Lifetime Program Contracts between
GM and AAM as required in Paragraph 1.c. of the June 14, 2001
Agreement as soon as practicable.
2. With respect to * * * series program driveline components not
listed in Exhibit I, GM and AAM agree that to the best of
their respective knowledge, as of this date, such components
to which AAM has a right of last refusal as provided for in
Paragraph 1.b. of the June 14, 2001 Agreement are limited to
the following: i) certain * * * manufactured by Dana
Corporation for the * * * series program and ii) modules for
the * * * series program. GM and AAM agree that with respect
to such modules, the Nomination Letter dated December 21, 2001
from GM to AAM, which sources such modules exclusively to AAM
for the life of the * * * series program, a copy of which is
attached hereto as Exhibit A, shall constitute the exclusive
sourcing of such modules to AAM for the life of the * * *
series program contemplated in Paragraph 3 of the June 14,
2001 Agreement, except for
the actions required by Paragraph 1.c. GM shall include such
modules in Lifetime Program Contracts between GM and AAM as
required by Paragraph 1.c. of the June 14, 2001 Agreement as
soon as practicable. With respect to the aforesaid propshafts,
GM shall deliver to AAM a 30 day letter for such propshafts on
or before January 7, 2002, providing AAM with a right of last
refusal with respect to such propshafts in accordance with the
AAM/GM 30-Day Letter Procedure, dated as of July 28, 2000,
between GM and AAM. To the extent that other * * * series
program driveline components not listed in Exhibit I to the
June 14, 2001 Agreement are identified or developed, GM shall
source such components exclusively to AAM in accordance with
Paragraph 1.c. of the June 14, 2001 Agreement without delay
after such identification or development.
3. In consideration of the foregoing, AAM agrees to pay GM $* * *
million by wire transfer as soon as practicable but no later
than December 31, 2001. AAM agrees to reduce * * * component
prices in accordance with the terms and conditions of the June
14, 2001 Agreement as modified hereby effective upon the
resolution of AAM's right of last refusal with respect to the
aforementioned propshafts and, if applicable, sourcing of the
aforementioned propshafts to AAM as provided for in Paragraph
3 of the June 14, 2001 Agreement.
4. Unless specifically modified by this Agreement, the terms and
conditions of the June 14, 2001 Agreement shall remain in full
force and effect as originally written.
GENERAL MOTORS CORPORATION AMERICAN AXLE &
MANUFACTURING, INC.
By: /s/ Gloria Jackson By: /s/ Brian W. McPartlin
--------------------------------- -------------------------------
Title: Commodity Manager Title: Sales Director - GM Programs
------------------------------ -----------------------------
/s/ Helmut Kittler
/s/ Barbara Whittaker
[LOGO] GENERAL MOTORS
North American Vehicle Operations
WORLDWIDE PURCHASING
December 21, 2001
Richard F. Dauch
Vice President, Sales
American Axle & Manufacturing, Inc.
2965 Technology Drive
Rochester Hills, MI 48309
RE: NOMINATION LETTER FOR THE * * * REAR MODULE ASSEMBLY
Dear Rick:
This letter will confirm that American Axle and Manufacturing, Inc. ("AAM") has
been awarded the * * * Rear Module Assembly.
In accordance with the June 14, 2001 Agreement between AAM and General Motors
Corporation ("GM") AAM is hereby designated the sole source, exclusive supplier
of the * * * Rear Module Assembly for the life of the * * * Series program.
This sourcing applies to the * * * Series program and all derivatives thereof
based upon the * * * platform. These modules will be included in a Lifetime
Program Contract between AAM and GM in accordance with paragraph 1c of the
Agreement dated as of June 14, 2001 between AAM and GM as soon as practicable.
Not withstanding the fact that AAM is design responsible for the Rear Module
Assembly as set forth in the June 14, 2001 Agreement, AAM submitted a quote to
GM on December 13, 2001 for the Rear Module Design, based upon the GM design.
AAM and GM agree to work cooperatively together to minimize the cost of the
module as the design for the ultimate product is developed. Please reference the
letter dated December 14, 2001, which outlines all * * * Rear Module piece cost
and investment targets that AAM and GM will jointly work toward achieving.
If you have any questions regarding this letter, please contact me at (586)
492-3690 to discuss.
Sincerely;
/s/ Joe Lentine
/s/ Helmut Kittler
Joe Lentine
Director, Advance Purchasing Metallic
GM NAVO Worldwide Purchasing
cc: Gloria Jackson
Helmut Kittler
David Siemen
John Glowski
Barbara Whittaker
North American Vehicle Operations MC 483-550-200 1999 Centerpoint
Parkway Pontiac, MI 48341-3150
[LOGO] GENERAL MOTORS
WWP-Advance Purchasing
December 14, 2001
Rick Dauch
Vice President, Sales
American Axle & Manufacturing
Subject: Sourcing Letter for * * * IRS Module
Dear Rick:
This letter confirms that GM designates AAM as the Tier I for all * * * business
that replaces business AAM currently has on the * * * including the IRS
sub-assembly.
AAM and GM agree to work cooperatively together to minimize the cost of the
module as the design for the ultimate product is developed, working toward a
cost target of $1.185M and an investment target of $9.2M.
If you have any questions regarding this letter please contact me at (586)
492-3690 to discuss.
Sincerely,
/s/ Joe T. Lentine
/s/ Helmut Kittler
Joseph T. Lentine
Director -- Advance Purchasing -- Metallic
cc: Gloria Jackson
David Siemen
Barbara Whittaker
John Glowski
Helmut Kittler
Chevrolet Central Office Building, 30007 Van Dyke Avenue, M/C 480-205-201,
Warren, MI 48090-9065
* Portions of this Exhibit 10.47 were omitted and filed separately with the
Secretary of the Securities and Exchange Commission (the "Commission") pursuant
to an application for confidential treatment filed with the Commission pursuant
to Rule 406 under the Securities Act of 1933, as amended. Such portions are
marked by the symbol "* * *".