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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