<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 21, 1998
REGISTRATION NO. 333-53491
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
AMENDMENT NO. 5
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3714 38-3161171
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NUMBER)
INCORPORATION) CLASSIFICATION CODE NUMBER)
</TABLE>
------------------------
1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
PATRICK S. LANCASTER
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
1840 HOLBROOK AVENUE
DETROIT, MICHIGAN 48212
(313) 974-2333
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
------------------------
Copies of all correspondence to:
<TABLE>
<S> <C>
WILSON S. NEELY MICHAEL A. CAMPBELL
SIMPSON THACHER & BARTLETT MAYER, BROWN & PLATT
425 LEXINGTON AVENUE 190 SOUTH LASALLE STREET
NEW YORK, NEW YORK 10017 CHICAGO, ILLINOIS 60603-3441
(212) 455-2000 (312) 782-0600
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered hereunder. Except
for the SEC registration fee and the NASD filing fee, all amounts are estimates.
<TABLE>
<S> <C>
SEC registration fee.......................................... $ 33,925
NASD filing fee............................................... 12,000
NYSE filing fee............................................... 150,000
Accounting fees and expenses.................................. 400,000
Legal fees and expenses....................................... 500,000
Blue Sky fees and expenses (including counsel fees)........... 5,000
Printing and engraving expenses...............................
Transfer agent's and registrar's fees and expenses............
Miscellaneous Expenses........................................
--------
Total.................................................... $
--------
--------
</TABLE>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") authorizes the Registrant to indemnify the officers and
directors of the Company, under certain circumstances and subject to certain
conditions and limitations as stated therein, against all expenses and
liabilities incurred by or imposed upon them as a result of actions, suits and
proceedings, civil or criminal, brought against them as such officers and
directors if they acted in good faith and in a manner they reasonably believed
to be in or not opposed to the best interests of the Registrant and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
their conduct was unlawful.
Reference is hereby made to Article VI of the Registrant's By-laws, a copy
of which is filed as Exhibit 3.02, which provides for indemnification of
officers and directors of the Registrant to the full extent authorized by
Section 145 of the Delaware Law. Section 7 of Article VI of the Bylaws
authorizes the Registrant to purchase and maintain insurance on behalf of any
officer, director, employee, trustee or agent of the Registrant or its
subsidiaries against any liability asserted against or incurred by them in such
capacity or arising out of their status as such, whether or not the Registrant
would have the power to indemnify such officer, director, employee, trustee or
agent against such liability under the provisions of such Article or Delaware
law.
The Registrant maintains a directors' and officers' insurance policy which
insures the officers and directors of the Registrant from any claim arising out
of an alleged wrongful act by such persons in their respective capacities as
officers and directors of the Registrant.
Section 102(b)(7) of the Delaware Law permits corporations to eliminate or
limit the personal liability of a director to the corporation or its
stockholders for monetary damages for breach of a fiduciary duty of care as a
director. Reference is made to Article __ of the Registrant's Certificate of
Incorporation, a copy of which is filed as Exhibit 3.01, which limits a
director's liability in accordance with such Section.
Reference is made to Section 6 of the U.S. Purchase Agreement and the
International Purchase Agreement, copies of which are filed as Exhibit 1.01 and
1.02, respectively, for information concerning indemnification arrangements
among the Registrant and the Underwriters.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with the Recapitalization, the Company issued 18,261, 1,488
and 1,304 shares of Common Stock to Jupiter, Richard E. Dauch and Morton E.
Harris, respectively, in a one-for-one exchange for AAM, Inc. common stock held
by each of the above pursuant to a private placement. In addition, the Company
privately
II-1
<PAGE>
issued 24 shares of Common Stock to Michael D. Alexander pursuant to a
Management Common Stock Subscription Agreement. Mr. Alexander purchased his
shares in October 1997 for approximately $400,000. The Company issued 18 shares
of Common Stock to Gary J. Witosky pursuant to Mr. Witosky's exercise of options
under a Nonqualified Stock Option Agreement. Mr. Witosky exercised his options
in March 1998 for approximately $302,600.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
The following exhibits are filed herewith unless otherwise indicated.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
**1.01 -- Form of U.S. Purchase Agreement
**1.02 -- Form of International Purchase Agreement
**3.01 -- Amended and Restated Certificate of Incorporation of the Company
**3.02 -- Bylaws of the Company
4.01 -- Specimen Stock Certificate
**5.01 -- Opinion of Simpson Thacher & Bartlett as to the legality of the Common Stock being registered
*10.01 -- Asset Purchase Agreement, dated February 18, 1994, between the American Axle & Manufacturing,
Inc. ("AAM, Inc.") and General Motors Corporation ("GM"), and all amendments thereto
+*10.02 -- Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
*10.02(a) -- Amendment No. 1 to Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
+*10.02(b) -- Amendment No. 2 to Component Supply Agreement, dated February 7, 1996, between AAM, Inc. and GM
+*10.02(c) -- Letter of Intent dated February 21, 1996, by G.M.T.G., GMT-800 PGM Worldwide Purchasing
("G.M.T.G") (re: front & rear axles)
+*10.02(d) -- Letter of Intent dated February 21, 1996, by G.M.T.G. (re: front & rear propeller shafts)
+*10.02(e) -- Letter Agreement dated June 25, 1997, between AAM, Inc. and GM
+*10.02(f) -- Amended and Restated Memorandum of Understanding, dated September 2, 1997, between AAM, Inc. and
GM
*10.02(g) -- MOU Extension Agreement, dated September 22, 1997, between AAM, Inc. and GM
+*10.03 -- GMCL Purchase Order Agreement dated February 17, 1994 by and between AAM, Inc. and General Motors
of Canada Limited ("GMCL")
+*10.04 -- AAM/GMCL Supply Agreement dated February 17, 1994 ("AAM/GMCL Supply Agreement") by and between
AAM, Inc. and GMCL
*10.04(a) -- Amending Agreement dated as of September 5, 1996, between AAM, Inc. and GMCL
*10.04(b) -- Amending Agreement dated as of October 7, 1996, between AAM, Inc. and GMCL
*10.04(c) -- Amendment No. 1 to AAM/GMCL Supply Agreement dated February 17, 1994, between AAM, Inc. and GMCL
+*10.05 -- Agreement dated February 17, 1997, between AAM, Inc. and GM
+*10.05(a) -- Letter dated December 13, 1996, by AAM, Inc.
*10.06 -- Lease dated September 30, 1994, by and between AAM, Inc., as lessee, and First Industrial, L.P.,
as lessor (Technical Center)
*10.07 -- 1997 American Axle & Manufacturing of Michigan, Inc. Replacement Plan
*10.08 -- The Amended and Restated American Axle & Manufacturing of Michigan, Inc. Management Stock Option
Plan
*10.09 -- Nonqualified Stock Option Agreement, dated October 30, 1997, between AAM, Inc. and Dauch
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ----------- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
*10.10 -- Indemnification Agreement, dated February 28, 1994, between AAM, Inc. and GM
*10.11 -- Employment Agreement, dated November 6, 1997, by and between the Company and Dauch
*10.11(a) -- Letter Agreement, dated August 18, 1997, between AAM Acquisition, Inc. and Dauch
*10.12 -- Recapitalization Agreement, dated as of September 19, 1997, among AAM, Inc., the Company, Jupiter
Capital Corporation ("Jupiter"), Richard E. Dauch ("Dauch"), Morton E. Harris ("Harris") and AAM
Acquisition, Inc.
*10.13 -- Stockholders' Agreement, dated as October 29, 1997, among Blackstone Capital Partners II Merchant
Banking Fund L.P., Blackstone Offshore Capital Partners II L.P., Blackstone Family Investment
Partnership II L.P., Jupiter, Dauch, Harris and AAM, Inc.
*10.14 -- Monitoring Agreement, dated as of October 29, 1997, between the Company and Blackstone Management
Partners L.P.
*10.15 -- Credit Agreement, dated as of October 27, 1997 (the "Credit Agreement"), among the Company, AAM,
Inc., the lenders named therein, The Chase Manhattan Bank, as administrative agent and collateral
agent, and Chase Manhattan Bank Delaware, as fronting bank
10.15(a) -- Amendment No. 1, Waiver and Agreement, dated as of September 30, 1998 to the Credit Agreement
*10.16 -- AAM Master Trust Pooling Agreement, dated as of October 29, 1997, among AAM Receivables
Corp.("AAM Receivables"), the Company, as Servicer, and The Chase Manhattan Bank, as Trustee
*10.16(a) -- AAM Master Trust Series 1997-A Supplement to Pooling Agreement, dated as of October 29, 1997,
among AAM Receivables, the Company, as Servicer, and The Chase Manhattan Bank, as Trustee
*10.17 -- Receivables Sale Agreement, dated as of October 29, 1997, between AAM Receivables, as purchaser,
and the Company, as Seller and Servicer
*10.18 -- Servicing Agreement, dated as of October 29, 1997, among AAM Receivables, the Company, as
Servicer, and The Chase Manhattan Bank, as Trustee
*10.19 -- Agreement for Information Technology Services, dated March 1, 1998, between AAM, Inc. and
Electronic Data Systems Corporation
**10.20 -- 1998 Stock Incentive Plan
*10.21 -- Nonqualified Stock Option Agreement, dated October 29, 1997, between the Company and Gary J.
Witosky
+*10.22(a) -- Lifetime Program Contract for GMT-325 Products, between GM and AAM, Inc.
+*10.22(b) -- Lifetime Program Contract for GMT-330 Products, between GM and AAM, Inc.
+*10.22(c) -- Lifetime Program Contract for New M-SUV Products, between GM and AAM, Inc.
+*10.22(d) -- Lifetime Program Contract for GMT-400 Products, between GM and AAM, Inc.
+*10.22(e) -- Lifetime Program Contract for GMT-800 Products, between GM and AAM, Inc.
*10.23 -- Senior Secured Promissory Note dated August 14, 1998, made by Dauch in favor of AAM, Inc.
+10.24 -- Nomination Letter, dated August 8, 1998, between Isuzu/GM Joint Purchasing Team and AAM, Inc.
*21 -- Subsidiaries of the Registrant
**23.01 -- Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
**23.02 -- Consent of Ernst & Young LLP
*24.01 -- Power of Attorney
27 -- Financial Data Schedules (For SEC use only)
</TABLE>
- ------------------
* Previously filed
** To be filed by amendment.
II-3
<PAGE>
+ Certain portions of the identified Exhibit have been omitted and separately
filed with the Commission based upon a request for confidential treatment.
(b) Financial Statement Schedules:
Schedule II--American Axle & Manufacturing of Michigan, Inc.--Allowance for
Doubtful Accounts
ITEM 17. UNDERTAKINGS
The undersigned Registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall be deemed
to be a new registration statement relating to the securities offered therein,
and the Offerings of such securities at that time shall be deemed to be the
initial bona fide International Manager thereof.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 5 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Detroit, State of Michigan, on the 21st day of December, 1998.
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
BY: /S/ PATRICK S. LANCASTER
----------------------------
TITLE: SECRETARY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 5 to the Registration Statement has been signed below by the
following persons in the capacities indicated on the 21st day of December, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- -------------------------------------------- -------------------------------------------- -----------------
<S> <C> <C>
*Richard E. Dauch Chairman of the Board of Directors; December 21, 1998
- ------------------------------------------- President and Chief Executive Officer
Richard E. Dauch
*Gary J. Witosky Vice President--Finance and Chief Financial December 21, 1998
- ------------------------------------------- Officer
Gary J. Witosky
*Robert A. Krause Treasurer December 21, 1998
- -------------------------------------------
Robert A. Krause
*B. G. Mathis Director; Executive Vice President December 21, 1998
- -------------------------------------------
B. G. Mathis
*Glenn H. Hutchins Director December 21, 1998
- -------------------------------------------
Glenn H. Hutchins
*Bret D. Pearlman Director December 21, 1998
- -------------------------------------------
Bret D. Pearlman
*David A. Stockman Director December 21, 1998
- -------------------------------------------
David A. Stockman
*By: /s/ Patrick S. Lancaster
--------------------------------
Patrick S. Lancaster
Attorney-in-Fact
</TABLE>
II-5
<PAGE>
SCHEDULE II
AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO
BEGINNING OF COSTS AND DEDUCTIONS-- BALANCE AT
PERIOD PERIOD EXPENSES DESCRIBE END OF PERIOD
- ---------------------------------------------------------- ------------ ---------- ----------- -------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Year Ended December 31, 1995.............................. $ 100 $ 950 $ 50(1) $ 1,000
Year Ended December 31, 1996.............................. $1,000 $1,600 $ 0 $ 2,600
Year Ended December 31, 1997.............................. $2,600 $1,000 $ 353(1) $ 3,247
</TABLE>
(1) Uncollectible accounts charged off net of recoveries.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------- ----------
<S> <C> <C> <C>
**1.01 -- Form of U.S. Purchase Agreement
**1.02 -- Form of International Purchase Agreement
**3.01 -- Amended and Restated Certificate of Incorporation of the Company
**3.02 -- Bylaws of the Company
4.01 -- Specimen Stock Certificate
**5.01 -- Opinion of Simpson Thacher & Bartlett as to the legality of the Common Stock being
registered
*10.01 -- Asset Purchase Agreement, dated February 18, 1994, between the American Axle &
Manufacturing, Inc. ("AAM, Inc.") and General Motors Corporation ("GM"), and all
amendments thereto
+*10.02 -- Component Supply Agreement, dated February 28, 1994, between AAM, Inc. and GM
*10.02(a) -- Amendment No. 1 to Component Supply Agreement, dated February 28, 1994, between AAM,
Inc. and GM
+*10.02(b) -- Amendment No. 2 to Component Supply Agreement, dated February 7, 1996, between AAM,
Inc. and GM
+*10.02(c) -- Letter of Intent dated February 21, 1996, by G.M.T.G., GMT-800 PGM Worldwide
Purchasing ("G.M.T.G") (re: front & rear axles)
+*10.02(d) -- Letter of Intent dated February 21, 1996, by G.M.T.G. (re: front & rear propeller
shafts)
+*10.02(e) -- Letter Agreement dated June 25, 1997, between AAM, Inc. and GM
+*10.02(f) -- Amended and Restated Memorandum of Understanding, dated September 2, 1997, between
AAM, Inc. and GM
*10.02(g) -- MOU Extension Agreement, dated September 22, 1997, between AAM, Inc. and GM
+*10.03 -- GMCL Purchase Order Agreement dated February 17, 1994 by and between AAM, Inc. and
General Motors of Canada Limited ("GMCL")
+*10.04 -- AAM/GMCL Supply Agreement dated February 17, 1994 ("AAM/GMCL Supply Agreement") by
and between AAM, Inc. and GMCL
*10.04(a) -- Amending Agreement dated as of September 5, 1996, between AAM, Inc. and GMCL
*10.04(b) -- Amending Agreement dated as of October 7, 1996, between AAM, Inc. and GMCL
*10.04(c) -- Amendment No. 1 to AAM/GMCL Supply Agreement dated February 17, 1994, between AAM,
Inc. and GMCL
+*10.05 -- Agreement dated February 17, 1997, between AAM, Inc. and GM
+*10.05(a) -- Letter dated December 13, 1996, by AAM, Inc.
*10.06 -- Lease dated September 30, 1994, by and between AAM, Inc., as lessee, and First
Industrial, L.P., as lessor (Technical Center)
*10.07 -- 1997 American Axle & Manufacturing of Michigan, Inc. Replacement Plan
*10.08 -- The Amended and Restated American Axle & Manufacturing of Michigan, Inc. Management
Stock Option Plan
*10.09 -- Nonqualified Stock Option Agreement, dated October 30, 1997, between AAM, Inc. and
Dauch
*10.10 -- Indemnification Agreement, dated February 28, 1994, between AAM, Inc. and GM
*10.11 -- Employment Agreement, dated November 6, 1997, by and between the Company and Dauch
*10.11(a) -- Letter Agreement, dated August 18, 1997, between AAM Acquisition, Inc. and Dauch
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NO.
- ----------- ------------------------------------------------------------------------------------------- ----------
<S> <C> <C> <C>
*10.12 -- Recapitalization Agreement, dated as of September 19, 1997, among AAM, Inc., the
Company, Jupiter Capital Corporation ("Jupiter"), Richard E. Dauch ("Dauch"), Morton
E. Harris ("Harris") and AAM Acquisition, Inc.
*10.13 -- Stockholders' Agreement, dated as October 29, 1997, among Blackstone Capital Partners
II Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P.,
Blackstone Family Investment Partnership II L.P., Jupiter, Dauch, Harris and AAM,
Inc.
*10.14 -- Monitoring Agreement, dated as of October 29, 1997, between the Company and
Blackstone Management Partners L.P.
*10.15 -- Credit Agreement, dated as of October 27, 1997 (the "Credit Agreement"), among the
Company, AAM, Inc., the lenders named therein, The Chase Manhattan Bank, as
administrative agent and collateral agent, and Chase Manhattan Bank Delaware, as
fronting bank
10.15(a) -- Amendment No. 1, Waiver and Agreement, dated as of September 30, 1998 to the Credit
Agreement
*10.16 -- AAM Master Trust Pooling Agreement, dated as of October 29, 1997, among AAM
Receivables Corp.("AAM Receivables"), the Company, as Servicer, and The Chase
Manhattan Bank, as Trustee
*10.16(a) -- AAM Master Trust Series 1997-A Supplement to Pooling Agreement, dated as of
October 29, 1997, among AAM Receivables, the Company, as Servicer, and The Chase
Manhattan Bank, as Trustee
*10.17 -- Receivables Sale Agreement, dated as of October 29, 1997, between AAM Receivables, as
purchaser, and the Company, as Seller and Servicer
*10.18 -- Servicing Agreement, dated as of October 29, 1997, among AAM Receivables, the
Company, as Servicer, and The Chase Manhattan Bank, as Trustee
*10.19 -- Agreement for Information Technology Services, dated March 1, 1998, between AAM, Inc.
and Electronic Data Systems Corporation
**10.20 -- 1998 Stock Incentive Plan
*10.21 -- Nonqualified Stock Option Agreement, dated October 29, 1997, between the Company and
Gary J. Witosky
+*10.22(a) -- Lifetime Program Contract for GMT-325 Products, between GM and AAM, Inc.
+*10.22(b) -- Lifetime Program Contract for GMT-330 Products, between GM and AAM, Inc.
+*10.22(c) -- Lifetime Program Contract for New M-SUV Products, between GM and AAM, Inc.
+*10.22(d) -- Lifetime Program Contract for GMT-400 Products, between GM and AAM, Inc.
+*10.22(e) -- Lifetime Program Contract for GMT-800 Products, between GM and AAM, Inc.
*10.23 -- Senior Secured Promissory Note dated August 14, 1998, made by Dauch in favor of AAM,
Inc.
+10.24 -- Nomination Letter, dated August 8, 1998, between Isuzu/GM Joint Purchasing Team and
AAM, Inc.
*21 -- Subsidiaries of the Registrant
**23.01 -- Consent of Simpson Thacher & Bartlett (contained in Exhibit 5.01)
**23.02 -- Consent of Ernst & Young LLP
*24.01 -- Power of Attorney
27 -- Financial Data Schedules (For SEC use only)
</TABLE>
- ------------------
* Previously filed
** To be filed by amendment.
+ Certain portions of the identified Exhibit have been omitted and separately
filed with the Commission based upon a request for confidential treatment.
<PAGE>
NUMBER [GRAPHIC] SHARES
[AXL ] [ ]
COMMON STOCK [LOGO] COMMON STOCK
INCORPORATED UNDER THE LAWS SEE REVERSE FOR CERTAIN DEFINITIONS
OF THE STATE OF DELAWARE CUSIP 024061 10 3
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
This Certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES, OF THE PAR VALUE OF ONE CENT ($.01) EACH
OF THE COMMON STOCK OF
American Axle & Manufacturing Holdings, Inc. (hereinafter called the
"Corporation") transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed. This
Certificate is not valid unless countersigned and registered by the Transfer
Agent and Registrar.
Witness the facsimile seal of the Corporation and the facsimile signatures
of its duly authorized officers.
Dated:
[CORPORATE SEAL
1998
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC. DELAWARE]
/s/ Patrick S. Lancaster /s/ Richard E. Dauch
SECRETARY CHAIRMAN OF THE BOARD, CEO AND PRESIDENT
COUNTERSIGNED AND REGISTERED:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
TRANSFER AGENT AND REGISTRAR,
BY
AUTHORIZED OFFICER
<PAGE>
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
The Corporation will furnish to any stockholder upon request to the office
of the Corporation in Detroit, Michigan, and without charge, a full statement of
the powers, designations, preferences and relative, participating, optional, or
other special rights of each class of stock or series thereof and the
qualifications, limitations or restrictions of such preferences and/or rights,
so far as the same have been fixed and determined by the Board of Directors
pursuant to authority expressly vested in it by the provisions of its
Certificate of Incorporation, as amended.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
<TABLE>
<S> <C> <C>
TEN COM -as tenants in common UNIF GIFT MIN ACT- ____________ Custodian ____________
TEN ENT -as tenants by the entireties (Cust) (Minor)
JT TEN -as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act ____________
in common (State)
</TABLE>
Additional abbreviations may also be used though not in the above list.
For Value Received, ______________________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________Shares
of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________Attorney
to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.
Dated_____________________
______________________________________________________
THE SIGNATURE TO THIS ASSIGNMENT MUST
NOTICE: CORRESPOND WITH THE NAME AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.
Signature(s) Guaranteed:
___________________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN
APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
<TABLE>
<S> <C>
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: BELINDA BECK 215-830-2198
680 BLAIR MILL ROAD PROOF OF JULY 14, 1998
HORSHAM, PA 19044 AMERICAN AXLE
(215) 657-3480 H 57287bk
- ----------------------------- ------------------------------------------------
SALES: G. BEEHLER/T.MCATEER:
(212)557-9100 OPERATOR: eg/lr
- ----------------------------- ------------------------------------------------
/NET/BANKNOTE/HOME
11/AMERICAN57287 rev 1
</TABLE>
<PAGE>
Exhibit 10.15(a)
CONFORMED COPY
AMENDMENT NO. 1, WAIVER AND AGREEMENT
dated as of September 30, 1998 (this "Amendment"),
to the Credit Agreement dated as of October 27,
1997 ("Credit Agreement"), among American Axle &
Manufacturing of Michigan, Inc., a Michigan
corporation ("AAMM"), American Axle &
Manufacturing, Inc., a Delaware corporation (the
"Borrower"), the lenders party thereto (the
"Lenders"), The Chase Manhattan Bank, a New York
banking corporation, as administrative agent (the
"Administrative Agent"), and Chase Manhattan Bank
Delaware, as fronting bank (the "Fronting Bank").
A. The work stoppage that occurred at General Motors
Corporation during June, 1998, and July, 1998, negatively impacted the
Borrower's financial condition and operating results as of and for the fiscal
quarters ended June 30, 1998, and September 30, 1998 (the "GM Work Stoppage
Impact").
B. The Borrower intends to, or intends to cause one of its
subsidiaries (together with the Borrower, the "Acquiror") to, acquire (the
"Acquisition") all the capital stock of a European axle manufacturer (the
"Target") from the holder thereof (the "Seller") for consideration consisting
of (a) approximately $42,000,000 (including up to $2,000,000 for closing
adjustments) in cash to be paid to the Seller at the closing of the
Acquisition, (b) up to $12,000,000 in cash that may be paid to the Seller
after the closing of the Acquisition pursuant to an earn-out formula to be
agreed upon by the parties to the Acquisition and (c) the retention by the
Target at the closing of the Acquisition of up to (pound)23,000,000
(approximately $38,000,000) in the aggregate of indebtedness (the "Target
Indebtedness") (the aggregate amount of the maximum cash consideration that
may be payable pursuant to clauses (a) and (b) above and the Target
Indebtedness being hereinafter collectively referred to as the "Purchase
Price") and otherwise on terms reasonably satisfactory to the Administrative
Agent.
C. Pursuant to the Credit Agreement, the Lenders and the
Fronting Bank have extended credit to the Borrower, and have agreed to extend
credit to the Borrower, in each case pursuant to the terms and subject to the
conditions set forth therein.
D. The Borrower has requested that the Required Lenders (a)
agree to amend certain provisions of the Credit Agreement to reflect the GM
Work Stoppage Impact as set forth herein and (b) waive certain provisions of
the Credit Agreement to permit the Acquisition as set forth herein.
E. The Required Lenders are willing to so amend the Credit
Agreement and to grant such waivers, in each case pursuant to the terms and
subject to the conditions set forth herein.
F. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned thereto in the Credit Agreement.
<PAGE>
2
In consideration of the premises and the agreements,
provisions and covenants herein contained, the parties hereto hereby agree, on
the terms and subject to the conditions set forth herein, as follows:
SECTION 1. Amendment. (a) Section 1.01 of the Credit
Agreement is hereby amended as follows:
(i) by inserting immediately after the words "on a
consolidated basis in accordance with GAAP" in the definition of the
term Net Leverage Ratio the words ", provided that, solely for
purposes of determining whether the Net Leverage Ratio as of the end
of any four fiscal-quarter period that includes the fiscal quarter
ended September 30, 1998, is in compliance with Section 6.12, there
shall be added to the amount determined pursuant to clause (b), in
the case of any such four fiscal-quarter period ending on or before
March 31, 1999, an additional $71,192,000, and, in the case of the
four fiscal-quarter period ending on June 30, 1999, an additional
$42,018,000."
(ii) by inserting immediately after the words "(excluding
for purposes of computing Retained Cash Earnings, all transactions
included in the Recapitalization)" in the definition of the term
Retained Cash Earnings the words ", provided that, solely for
purposes of determining whether Retained Cash Earnings as of the end
of any fiscal quarter beginning on or after October 1, 1998, are in
compliance with Section 6.13, there shall be added to the amount
determined pursuant to the foregoing an additional $44,851,000."
(b) Schedule B of the Credit Agreement is hereby amended by
inserting immediately after the words "such officers' certificate of any Event
of Default or Default" the words ", except that, for the period from and
including September 30, 1998, until such date as the financial statements to
be delivered pursuant to Section 5.04 and such officer's certificate have been
delivered for the fiscal quarter ended September 30, 1998, the Net Leverage
Ratio shall be deemed, solely for purposes of this Schedule B, to be greater
than 3.50 to 1.00."
SECTION 2. Waiver. (a) The Required Lenders hereby waive
compliance with the requirement in Section 6.04(j) of the Credit Agreement
that the amount of investments constituting Permitted Business Acquisitions
not exceed the amount specified therein to the extent, but only to the extent,
necessary to permit the Dollar equivalent of the amount of the Purchase Price
to exceed (such excess Purchase Price, the "Excess Purchase Price") the
aggregate amount of investments that AAMM, the Borrower and the Subsidiaries
would otherwise be permitted to make, as of the closing of the Acquisition,
under Sections 6.04(j) and 6.04(k) of the Credit Agreement, provided that, as
of the closing of the Acquisition, no investments other than the Acquisition
will have been made by AAMM, the Borrower or the Subsidiaries pursuant to
Sections 6.04(j) and 6.04(k) of the Credit Agreement and provided further that
the Dollar equivalent of the amount of the Excess Purchase Price shall be
considered a use in that amount of the investments that AAMM, the Borrower and
the Subsidiaries are permitted to make pursuant to Section 6.04(l) of the
Credit Agreement.
(b) The Required Lenders hereby waive compliance with the
requirement in Section 6.01(q) of the Credit Agreement that the amount of
outstanding Indebtedness of foreign Subsidiaries that is not otherwise
permitted under Section 6.01
<PAGE>
3
of the Credit Agreement not exceed the amount specified in Section 6.01(q) of
the Credit Agreement to the extent, but only to the extent, necessary to
permit the Dollar equivalent of the amount of Target Indebtedness to exceed
(such excess Target Indebtedness, the "Excess Target Indebtedness") the
aggregate amount of Indebtedness that the Borrower and all Subsidiaries, with
respect to Section 6.01(j) of the Credit Agreement, and foreign Subsidiaries,
with respect to Section 6.01(q) of the Credit Agreement, would otherwise be
permitted to Incur, create, assume or permit to exist, as of the closing of
the Acquisition, under Sections 6.01(j) and 6.01(q) of the Credit Agreement,
provided that, as of the closing of the Acquisition, no Indebtedness other
than the Target Indebtedness will have been Incurred, created, assumed or
permitted to exist by the Borrower or any Subsidiary pursuant to Sections
6.01(j) and 6.01(q) of the Credit Agreement and provided further that the
Dollar equivalent of the amount of the Excess Target Indebtedness shall be
considered a use in that amount of the Indebtedness that the Borrower and the
domestic Subsidiaries are permitted to Incur, create, assume or permit to
exist pursuant to Section 6.01(p) of the Credit Agreement.
SECTION 3. Representations and Warranties. The Borrower and
AAMM each represents and warrants to the Administrative Agent and the Lenders
that:
(a) This Amendment has been duly executed and delivered by
it and constitutes its legal, valid and binding obligation
enforceable against it in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws affecting creditors' rights
generally and except as enforceability may be limited by general
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
(b) Before and after giving effect to this Amendment, the
representations and warranties set forth in Article III of the Credit
Agreement are true and correct in all material respects with the same
effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date.
(c) After giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing.
SECTION 4. Conditions to Effectiveness. This Amendment shall
become effective as of the date first above written when (a) the
representations and warranties set forth in Section 3 of this Amendment shall
be true and correct and (b) the Administrative Agent shall have received
counterparts of this Amendment that, when taken together, bear the signatures
of AAMM, the Borrower and the Required Lenders.
SECTION 5. Effect of Amendment. Except as expressly set
forth herein, this Amendment shall not by implication or otherwise limit,
impair, constitute a waiver of, or otherwise affect the rights and remedies of
the Administrative Agent or the Lenders under the Credit Agreement, and shall
not alter, modify, amend or in any way affect the terms, conditions,
obligations, covenants or agreements contained in the Credit Agreement, all of
which are ratified and affirmed in all respects and shall continue in full
force and effect. Nothing herein shall be deemed to entitle AAMM or the
Borrower to a consent to, or a waiver, amendment, modification or other change
<PAGE>
4
of, any terms, conditions, obligations, covenants or agreements contained in
the Credit Agreement in similar or different circumstances. This Amendment
shall apply and be effective only with respect to the provisions of the Credit
Agreement specifically referred to herein.
SECTION 6. Credit Agreement. Except as specifically amended
or waived hereby, the Credit Agreement shall continue in full force and effect
in accordance with the provisions thereof as in existence on the date hereof.
After the date hereof, any reference to the Credit Agreement shall mean the
Credit Agreement as amended and waived hereby. This Amendment shall constitute
a Loan Document for all purposes under the Credit Agreement.
SECTION 7. Applicable Law. THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.
SECTION 8. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one contract. Delivery of an
executed signature page of this Amendment by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
<PAGE>
5
SECTION 9. Headings. The Section headings used herein are
for convenience of reference only, are not part of this Amendment and are not
to affect the construction of, or to be taken into consideration in
interpreting, this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of
the day and year first written above.
AMERICAN AXLE & MANUFACTURING
OF MICHIGAN, INC.,
by /s/ Gary J. Witosky
Name: Gary J. Witoksy
Title: VP-Finance & Chief Financial
Officer
AMERICAN AXLE & MANUFACTURING,
INC.,
by /s/ Gary J. Witosky
Name: Gary J. Witosky
Title: VP-Finance & Chief Financial
Officer
THE CHASE MANHATTAN BANK,
by /s/ Rosemary Bradley
Name: Rosemary Bradley
Title: Vice President
<PAGE>
6
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The Industrial Bank of Japan, Ltd.
by /s/ Takuya Honjo
Name: Takuya Honjo
Title: Senior Vice President
<PAGE>
7
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution IBJ Schroder Bank & Trust Company
by /s/ Charles B. Fears
Name: Charles B. Fears
Title: Director
<PAGE>
8
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The Fuji Bank, Limited
by /s/ Tetsuo Kamatsu
Name: Tetsuo Kamatsu
Title: Joint General Manager
<PAGE>
9
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Captiva Finance Ltd.
by /s/ David Egglishaw
Name: David Egglishaw
Title: Director
<PAGE>
10
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Aeries Finance Ltd.
by /s/ Andrew Ian Wignall
Name: Andrew Ian Wignall
Title: Director
<PAGE>
11
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Indosuez Capital Funding III Ltd.
by Indosuez Capital as Portfolio Advisor
by /s/ Franciose Berthelot
Name: Franciose Berthelot
Title: Vice President
<PAGE>
12
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Toronto Dominion (Texas), Inc.
by /s/ Jimmy Simien
Name: Jimmy Simien
Title: Vice President
<PAGE>
13
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution BankBoston, N.A.
by /s/ Jack M. Harcourt
Name: Jack M. Harcourt
Title: Authorized Officer
<PAGE>
14
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Orix USA Corporation
by /s/ Hiroyuki Miyauchi
Name: Hiroyuki Miyauchi
Title: Executive Vice President
<PAGE>
15
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The Travelers Insurance Company
by /s/ John W. Petchler
Name: John W. Petchler
Title: Second Vice President
<PAGE>
16
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution KZH ING-3 LLC
by /s/ Virginia Conway
Name: Virginia Conway
Title: Authorized Agent
<PAGE>
17
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution KZH ING-2 LLC
by /s/ Virginia Conway
Name: Virginia Conway
Title: Authorized Agent
<PAGE>
18
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution KZH CNC LLC
by /s/ Virginia Conway
Name: Virginia Conway
Title: Authorized Agent
<PAGE>
19
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution KZH III LLC
by /s/ Virginia Conway
Name: Virginia Conway
Title: Authorized Agent
<PAGE>
20
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Michigan National Bank
by /s/ Joseph M. Redoutey
Name: Joseph M. Redoutey
Title: Relationship Manager
<PAGE>
21
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution KeyBank National Association
by /s/ J. T. Taylor
Name: J.T. Taylor
Title: Vice President
<PAGE>
22
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Morgan Stanley Dean Witter Prime Income Trust
by /s/ Peter Gewirtz
Name: Peter Gewirtz
Title: Authorized Signatory
<PAGE>
23
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The Bank of New York
by /s/ William M. Barnum
Name: William M. Barnum
Title: Vice President
<PAGE>
24
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Van Kampen American Capital Prime Rate Income Trust
by /s/ Jeffrey Maillet
Name: Jeffrey Maillet
Title: Senior Vice President and Director
<PAGE>
25
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Van Kampen CLO I, Limited
by: Van Kampen American Capital Management Inc., as
Collateral Manager
by /s/ Jeffrey Maillet
Name: Jeffrey Maillet
Title: Senior Vice President and Director
<PAGE>
26
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Van Kampen American Capital Senior Income Trust
by /s/ Jeffrey Maillet
Name: Jeffrey Maillet
Title: Senior Vice President and Director
<PAGE>
27
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution AmSouth Bank
by /s/ Bryan Grantham
Name: Bryan Grantham
Title: Commercial Banking Officer
<PAGE>
28
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Bank of America National Trust and Savings Association
by /s/ Steven K. Ahrenholz
Name: Steven K. Ahrenholz
Title: Vice President
<PAGE>
29
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Goldman Sach Credit Partners L.P.
by /s/ Stephen B. King
Name: Stephen B. King
Title: Authorized Signatory
<PAGE>
30
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Credit Suisse First Boston
by /s/ Kristin Lepri
Name: Kristin Lepri
Title: Associate
by /s/ Chris T. Horgan
Name: Chris T. Horgan
Title: Vice President
<PAGE>
31
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Bank of Scotland
by /s/ Janet Taffe
Name: Janet Taffe
Title: Asst. Vice President
<PAGE>
32
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Credit Agricole Indosuez
by /s/ David Bouhl
Name: David Bouhl
Title: First Vice President, Head of Corporate
Banking Chicago
/s/ Dean Balice
Name: Dean Balice
Title: Senior Vice President, Branch Manager
<PAGE>
33
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Balanced High Yield Fund I Ltd.
by BHF-Bank Aktiengesellschaft acting through its New York
Branch as attorney-in-fact
by /s/ John Sykes
Name: John Sykes
Title: Vice President
/s/ Thomas J. Scifo
Name: Thomas J. Scifo
Title: Asst. Vice President
<PAGE>
34
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The Mitsubishi Trust and Banking Corporation
by /s/ Beatrice E. Kossodo
Name: Batrice E. Kossodo
Title: Senior Vice President
<PAGE>
35
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Dresdner Bank AG New York and Grand Cayman Branches
by /s/ Brigitte Sacin
Name: Brigitte Sacin
Title: Assistant Treasurer
/s/ Christopher E. Sarisky
Name: Christopher E. Sarisky
Title: Assistant Vice President
<PAGE>
36
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The Industrial Bank of Japan, Limited
by /s/ Walter R. Wolff
Name: Walter R. Wolff
Title: Joint General Manager
<PAGE>
37
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The Bank of Nova Scotia
by /s/ F.C.H. Ashby
Name: F.C.H. Ashby
Title: Senior Manager Loan Operations
<PAGE>
38
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The Long-Term Credit Bank of Japan, Limited,
New York Branch
by /s/ Koji Sasayama
Name: Koji Sasayama
Title: Deputy General Manager
<PAGE>
39
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Manufacturers and Traders Trust Company
by /s/ Kevin B. Quinn
Name: Kevin B. Quinn
Title: Assistant Vice President
<PAGE>
40
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Banque Nationale de Paris
by /s/ Christine L. Howatt
Name: Christine L. Howatt
Title: Vice President and Manager, Credit Department
<PAGE>
41
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Marine Midland Bank
by /s/ Christopher F. French
Name: Christopher F. French
Title: Authorized Signatory
<PAGE>
42
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Comerica Bank
by /s/ Michael T. Shea
Name: Michael T. Shea
Title: Vice President
<PAGE>
43
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution National City Bank
by /s/ Matthew R. Klinger
Name: Matthew R.Klinger
Title: Assistant Vice President
<PAGE>
44
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Mellon Bank, N.A.
by /s/ Richard J. Scharch
Name: Richard J. Scharch
Title: Assistant Vice President
<PAGE>
45
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution FirstTrust Bank
by /s/ E.A. D'Ancona
Name: E.A. D'Ancona
Title: Executive Vice President
<PAGE>
46
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Archimedes Funding, L.L.C.
by ING Capital Advisors, Inc.,
as Collateral Manager
by /s/ Jane Musser Nelson
Name: Jane Musser Nelson
Title: Senior Vice President
<PAGE>
47
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution ING High Income Principal Preservation Fund Holdings, LDC
by ING Capital Advisors, Inc.,
as Investment Advisor
by /s/ Jane Musser Nelson
Name: Jane Musser Nelson
Title: Senior Vice President
<PAGE>
48
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution NBD Bank
by /s/ Mark L. McClure
Name: Mark L. McClure
Title: Vice President
<PAGE>
49
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution The First National Bank of Chicago
by /s/ Glenn A. Currin
Name: Glenn A. Currin
Title: Vice President
<PAGE>
50
SIGNATURE PAGE TO
AMENDMENT NO. 1,
WAIVER AND AGREEMENT
dated September 30, 1998
To approve Amendment No. 1, Waiver and Agreement:
Name of Institution Paribas
by /s/ Ann B. McAloon
Name: Ann B. McAloon
Title: Vice President
<PAGE>
LOGO
NOMINATION LETTER
AMERICAN AXLE & MANUFACTURING
Mr. Rennie Young
Minato Kirimura Bldg. 7F
3-6-1, Minato, Chuo-ku
Tokyo 104, JAPAN
8 Aug. 1998
RE: I190/GMT355 *** MODEL YEAR Axle Complete: Front & Rear
R.F.Q. No: 600046218
Dear Mr. Young:
On behalf of the General Motors/Isuzu Joint Purchasing Activity, I am pleased
to inform you that AMERICAN AXLE & MANUFACTURING has been selected as the
design/development supplier of Axle Complete: Front & Rear for the ***
I190/GMT355 program.
This decision was based upon, among other things, your quotation to us as
follows:
New Business Agreement:
Part numbers, Price & Tooling (NAO): See attached sheet.
This pricing is "returnable", F.O.B. Sellers plant *** with GM
being responsible for the "returnable" containers. ***
Part numbers, Price & Tooling (Brazil): See attached sheet.
This pricing is "returnable", F.O.B. Buyer's plant with GM being
responsible for the "returnable" containers. Main component(s) of Rear
Axle Complete will be manufactured in Seller's plant ***, assembled in
Seller's plant *** and delivered to GM ***. Front Axle Complete will be
manufactured in Seller's plant *** and delivered *** to GM ***
Pre-production Piece Cost and Tooling:
All Pre-production parts (PP2, 1-ken, M-ken, etc.) will be provided at
***. There will be *** pre-production ("soft") tools.
Supplier Integration:
AMERICAN AXLE & MANUFACTURING has agreed to the attached "Supplier
Integration" Roles & Responsibility chart. AMERICAN AXLE & MANUFACTURING
is responsible for Vehicle validation only in the case what Axle
Complete characteristics or performance affects to vehicle evaluations.
Engineering, Design, Validation Costs:
***
<PAGE>
Set Up Charge Alpha, beta, Prototype:
***
Long-term Agreement:
AMERICAN AXLE & MANUFACTURING ***.
SPO service Parts Agreement:
AMERICAN AXLE & MANUFACTURING agree to sell to SPO above part price at
production levels for at least *** beyond the last production year of
functional part.
Currency Clause for Brazil - I190/GMT355 Axle complete: Front & Rear
Payment for these parts for Brazil will be paid in ***. Front axles
which are manufactured in the U.S. will be paid in ***. The Supplier
will work to ***
Continuous Improvement Clause
Awarding of this business at this pricing level does not exclude
AMERICAN AXLE & MANUFACTURING to continue to work with Isuzu Engineering
during the design and development phase to *** shown in the attached
sheet. The level for this commodity is *** of purchase price for North
America and *** of purchase price for Brazil. This program level target
would be reach through cost reduction activities and scope changes to
the original Statement of Requirements.
The first result of this cost reduction *** at the meeting held July 30,
1998. Latest material cost estimation of ***, but this price will be
reviewed after having formal quotation from *** supplier and agreement
of AMERICAN AXLE & MANUFACTURING and ISUZU/GM.
You are requested to contact at your earliest convenience Mr. Yukitoshi
Watanabe of Isuzu Engineering to commence your company's participation.
Provided that AMERICAN AXLE & MANUFACTURING participation in this
design/development program is satisfactory, and that your company is able to
meet or exceed the agreed-upon terms for quality, technology, price,
investment/tooling (if any) and timing, we intend to issue one or more
Purchase Orders for approximately 100% of our production and service part
requirements.
You will be contacted shortly by me to review with you any terms and
condition's additional to those of our Request for Quote and Standard Purchase
Order which will apply to any of our purchases. At that time I will also
review with you the procedures which will be followed should the issuance of
Purchase Orders for tooling, prototypes or other items be determined by us to
be necessary. In this regard, please note that AMERICAN AXLE & MANUFACTURING
*** for its participation in this process unless agreed to by Yasushi Kikuchi
and evidenced by a Purchase Order or Orders.
<PAGE>
We appreciate the level of commitment which you have shown to date, and look
forward to your participation in our design/development program.
Please sign below to re-confirm AMERICAN AXLE & MANUFACTURING agreement with
the items listed in this nomination letter.
/s/ Rennie Young 9/29/98
- ---------------------------------
Very truly yours,
/s/Yasushi Kikuchi 9/29/98
- ---------------------------------
Yasushi Kikuchi
Isuzu/GM Joint Purchasing Team
cc: Janet Sbihli Thomas Catafay Yukitoshi Watanabe
Paul Haas Tom Alig
Yoshitaka Inouchi Yusuke Yamane
Warren Wolcott Tom Metevier
<PAGE>
QUOTATION FOR I190/GMT355
AXLE: FRONT & REAR
<TABLE>
<CAPTION>
RING LSD PAY-
GP'S GEAR or LOAD WHEEL AAM TARGET
No. PART NO. REG DRIVE POS. SIZE SOF ABS (TON) SIZE Quotation PRICE
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
2 GPS *** BRAZIL 4x4 FRONT 194 HLS *** USD *** USD
4 GPS *** NAO 4x4 FRONT 194 SOF *** USD *** USD
5 GPS *** BRAZIL 4x4 FRONT 194 SOF *** USD *** USD
1 GPS *** NAO 4x2 REAR 190 STD NON 0.5 14 *** USD *** USD
2 GPS *** NAO 4x2 REAR 190 STD ABS 0.5 15 *** USD *** USD
3 GPS *** NAO 4x2 REAR 190 LSD ABS 0.5 15 *** USD *** USD
4 GPS *** NAO 4x2 REAR 220 STD ABS 0.5 15 *** USD *** USD
5 GPS *** NAO 4x4 REAR 220 STD ABS 0.5 15 *** USD *** USD
6 GPS *** NAO 4x2 REAR 220 LSD ABS 0.5 15 *** USD *** USD
7 GPS *** NAO 4x4 REAR 220 LSD ABS 0.5 15 *** USD *** USD
8 GPS *** BRAZIL 4x2 REAR 190 STD NON 1HD 15 *** REAL *** REAL
9 GPS *** BRAZIL 4x4 REAR 190 STD NON 1HD 15 *** REAL *** REAL
10 GPS *** BRAZIL 4x2 REAR 190 STD ABS 1HD 15 *** REAL *** REAL
11 GPS *** BRAZIL 4x4 REAR 190 STD ABS 1HD 15 *** REAL *** REAL
12 GPS *** BRAZIL 4x2 REAR 190 LSD NON 1HD 15 *** REAL *** REAL
12 GPS *** BRAZIL 4x4 REAR 190 LSD NON 1HD 15 *** REAL *** REAL
14 GPS *** BRAZIL 4x2 REAR 190 LSD ABS 1HD 15 *** REAL *** REAL
15 GPS *** BRAZIL 4x4 REAR 190 LSD ABS 1HD 15 *** REAL *** REAL
16 GPS *** BRAZIL 4x2 REAR 220 STD NON 1HD 15 *** REAL *** REAL
17 GPS *** BRAZIL 4x4 REAR 220 STD NON 1HD 15 *** REAL *** REAL
18 GPS *** BRAZIL 4x2 REAR 220 STD ABS 1HD 15 *** REAL *** REAL
19 GPS *** BRAZIL 4x4 REAR 220 STD ABS 1HD 15 *** REAL *** REAL
20 GPS *** BRAZIL 4x2 REAR 220 LSD NON 1HD 15 *** REAL *** REAL
21 GPS *** BRAZIL 4x4 REAR 220 LSD NON 1HD 15 *** REAL *** REAL
22 GPS *** BRAZIL 4x2 REAR 220 LSD ABS 1HD 15 *** REAL *** REAL
23 GPS *** BRAZIL 4x4 REAR 220 LSD ABS 1HD 15 *** REAL *** REAL
<CAPTION>
<S> <C> <C> <C> <C>
NAO ***
FRONT
(Mil. $) BRAZIL ***
TOTAL ***
-----------------------------------------------------------------------
NAO ***
REAR BRAZIL ***
TOTAL ***
-----------------------------------------------------------------------
TOTAL ***
PRICE REDUCTION COMMITMENT (%) ***
PROTOTYPE PRICE ***
* Quotes Condition Information
Axle Complete shall include COST LSD ***
Axle Case with BRKT, Carrier ASM, Oil BREAK-DOWN ABS ***
Axle Shaft, Hub & BRG, and Related Parts for 220 RING GEAR ***
Brake Drum, ABS Sensor and Harness SPECIFICATION GAW
ASM Fee for Brake (USD) 15" WHEEL ***
Exchange rate for *** shall be ***. 4X2/4X4 ***
BREAK DRUM ***
-----------------------------------------------------------------------
</TABLE>
<PAGE>
Definitions
SOURCE SELECTION - Ownership and leadership of the source selection.
PACKAGE VEHICLE - Perform interface packaging.
ENGINEERING/APPEARANCE CRITERIA (DC/ICL/UCL) - Identify criteria relative to
the subsystem. Provide feedback to ISZ and/or GM Design Center on issue
resolution.
CLAY MODELING - Fabricate production clay models as required, balanced with
manufacturing criteria for appropriate ISZ and/or GM approvals.
COMPONENT DESIGNS (MATH DATA) - Develop component designs relative to the
Design Section of the SOR.
VEHICLE INTEGRATION - VTS, MSS, SSTS, SERVICE & NAO STRATEGIES - Implement
all appropriate VTS, MSS, SSTS, Service and NAO Strategies relative to the
subsystem design and execution.
COMPONENT SPECIFICATIONS - Develop component level specifications or execute
the ISZ and/or GM provided specification.
FINAL SSTS/CTS - Completion of the program specific SSTS/CTS
APPLICATION ENGINEERING OF COMPONENTS - Perform application engineering of
components.
DESIGN RELEASE - Develop appropriate EWO's for release and approval within
the VEC per the SOR Engineering and Design requirements.
PRE GATE REVIEWS - Prepare and present subsystem requirements/status at Pre
Gate Reviews for approval by VEC.
VEHICLE ASSEMBLY ISSUES - identify, root cause and receive all vehicle
assembly plant issues utilizing the 5 step- process.
MATH MODELING APPLICATIONS - Develop and perform the appropriate math
modeling analysis relative to the successful development of the subsystem.
COMPONENT TESTS (LAB) - Develop and conduct appropriate subsystem and
component tests which would enable the successful development of the
subsystem.
VEHICLE TESTS (HPG, FPG and/or DPG, MPG) - Conduct appropriate vehicle level
tests to assess system performance relative to meeting the Functional
Requirements.
OCCUPANT PERFORMANCE - Perform/analyze and develop the appropriate Occupant
Performance.
VEHICLE INTEGRATION - Execute integration of the subsystem into the vehicle.
COMPONENT TESTS (LAB) - Validate subsystem.
VEHICLE TEST (HPG, FPG and/or DPG, MPG) - Conduct appropriate vehicle level
validation tests to assure successful compliance of the subsystem
performance relative to the Functional Requirements.
OCCUPANT PERFORMANCE - Perform/analyze and validate the appropriate Occupant
Performance.
OPERATION SEQUENCE - PAD (VEHICLE PLANT) - Develop appropriate operation
sequence relative to the installation of components/subsystem per the BOP
requirements.
EQUIPMENT SPECS (VEHICLE PLANT) - Develop appropriate vehicle assembly
equipment specifications.
BUILD EQUIPMENT (VEHICLE PLANT) - Fabrication of plant equipment if required.
PHASE 3, FIELD/SERVICE ISSUE - identify and receive field and service issues.
Page 1
<PAGE>
Appendix A
<TABLE>
<CAPTION>
I190/GMT355 Product to be Supplied Roles & Responsibilities R A S I
Supplier Integration LEGEND: I=ISUZU ENGINEERING R=Responsible, A =Approval 1 I
and/or GENERAL MOTORS ENGINEERING S =Support, 2 I
NAQ/GMB S=Suppliers I = Inform 3 S I I
4 S I
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NOTE: THIS IS A GENERIC
PARTS LIST. REFER TO THE
VTS & SSTS FOR SPECIFIC
TO THE VTS & SSTS FOR
SPECIFIC PARTS Design Release Develop Validate Process
- ---------------------------------------------------------------------------------------------------------------------------
* * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * *
SUBSYSTEM/COMPONENT * * * * * * * * * * * * * * * * * * * * * * *
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
*** 1 2 2 - 3 2 3 3 3 3 3 3 3 3 - 2 3 3 - 2 2 2
*** 4 2 2 - 3 2 3 3 3 3 3 3 3 3 - 2 3 3 - - - -
*** 3 2 2 - 3 2 3 3 3 3 3 3 3 3 - 2 3 3 - - - -
*** 1 2 2 - 3 2 3 3 3 3 3 3 3 2 - 2 3 2 - - - -
*** 4 3 2 - 3 2 3 3 3 3 4 3 3 3 - 3 3 3 - - - -
*** 4 2 2 - 3 2 3 3 3 3 3 3 3 3 - 3 3 3 - - - -
*** 1 2 2 - 3 2 3 3 3 3 3 3 3 2 - 2 3 2 - - - -
*** 4 2 2 - 4 2 3 3 3 3 3 3 3 3 - 3 3 3 - - - -
*** 1 2 2 - 3 2 3 3 3 3 3 3 3 2 - 3 3 2 - - - -
*** 4 3 3 - 4 4 4 4 3 4 4 4 4 4 - 4 4 4 - - - -
*** 4 3 3 - 4 4 4 4 3 4 4 4 4 4 - 4 4 4 - - - -
*** 4 3 3 - 4 4 4 4 3 4 4 4 4 4 - 4 4 4 - - - -
</TABLE>
Page 2
<PAGE>
Appendix A
<TABLE>
<CAPTION>
I190/GMT355 Product to be Supplied Roles & Responsibilities R A S I
Supplier Integration LEGEND: I=ISUZU ENGINEERING R=Responsible, A =Approval 1 I
and/or GENERAL MOTORS ENGINEERING S =Support, 2 I
NAQ/GMB S=Suppliers I = Inform 3 S I I
4 S I
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
NOTE: THIS IS A GENERIC
PARTS LIST. REFER TO THE
VTS & SSTS FOR SPECIFIC
TO THE VTS & SSTS FOR
SPECIFIC PARTS Design Release Develop Validate Process
- ---------------------------------------------------------------------------------------------------------------------------
* * * * * * * * * * * * * * * * * * * * * * *
* * * * * * * * * * * * * * * * * * * * * * *
SUBSYSTEM/COMPONENT * * * * * * * * * * * * * * * * * * * * * * *
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
*** 1 2 2 - 3 2 3 3 3 3 3 3 3 3 - 2 3 3 - 2 2 2
*** 4 2 2 - 3 2 3 3 3 3 3 3 3 3 - 2 3 3 - - - -
*** 4 2 2 - 3 2 3 3 3 3 3 3 3 3 - 2 3 3 - - - -
*** 4 3 2 - 3 2 3 3 3 3 4 3 3 3 - 3 3 3 - - - -
*** 1 2 2 - 3 2 3 3 3 3 3 3 3 2 - 3 3 2 - - - -
*** 3 2 2 - 3 2 3 3 3 3 3 3 3 3 - 2 3 3 - - - -
</TABLE>
Page 3
<PAGE>
Attachment I
<TABLE>
<CAPTION>
NEGOTIATION CHECKLIST STATUS
<S> <C>
Requirements:
Agreement to GM NAO & Brazil RFQ Terms and Conditions except Thailand ***
Agreement to ISZ RFQ Terms and Conditions except Thailand ***
Agreement to SOR/SSTA except Thailand ***
3 years Service Parts at Production Prices Agreement ***
Detailed Quote Breakdown ***
Quoted in Future Economics at SOP ***
Equal Partner Proposal (10% Target) ***
Currency (NA=USD, Brazil=Real) ***
IPTV Targets ***
Confirmation of Manufacturing Locations for NAO/GME/LAO/APO ***
Current Product Savings Proposal by Program ***
Engineering Support (supplier integration, Development, etc.) ***
Quoted F.O.B. Buyer's Plant for Brazil - all duty, tax, customer fees paid by ***
seller
Packaging included? Brazil ***
Confirm Computer Capabilities with UG and CATIA? ***
QS 9000 Status/ISO 9000 (Confirmation) ***
MNS-2 Payment term ***
Engineering Exchange Program ***
Negotiation Issues:
Long Term Proposal ***
Zero Production Tooling ***
List/Timing of Tools supplier Needs to Build at No Cost ***
Pre-Production Piece Price = Production ***
Manufacturing plan/Capacity Plan/LCR/MCR (15% greater than RFQ Daily ***
Requirement)
Part Specific Issues/Confirmation:
Quote Axle complete with Axle case, Carrier Asm., Axle Shaft, Brake Drum, Hub
& Brg. ABS Sensor Asm. with pigtail ***
Logistic and Management for Rear Brake ***
Signatures:
Buyer: Y. Kukuchi
Supplier: American Axle & Manufacturing
</TABLE>
<PAGE>
*** IPTV COMMITMENTS I190/GMT355 - FRONT & REAR AXLES
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
*** *** *** *** *** *** *** ***
IPTV TARGET AT 360 DAYS: *** *** *** *** *** *** *** ***
IPTV TARGET AT 720 DAYS: *** *** *** *** *** *** *** ***
IPTV TARGET AT 1080 DAYS" *** *** *** *** *** *** *** ***
IPTV TARGET AT 1440 DAYS: *** *** *** *** *** *** *** ***
<CAPTION>
Supplier Supplier Supplier Supplier Supplier Supplier Supplier Supplier
Warranty Commitment Commitment Commitment Commitment Commitment Commitment Commitment Commitment
Exposure Model Year IPTV IPTV IPTV IPTV IPTV IPTV IPTV IPTV
- ------------------ ------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
360 days *** *** *** *** *** *** *** *** ***
360 days *** *** *** *** *** *** *** *** ***
360 days *** *** *** *** *** *** *** *** ***
360 days *** *** *** *** *** *** *** *** ***
360 days *** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
</TABLE>
Page 1
<PAGE>
LOGO IPTV COMMITMENTS I190/GMT355 - FRONT & REAR AXLES
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
*** *** *** *** *** *** *** ***
IPTV TARGET AT 360 DAYS: *** *** *** *** *** *** *** ***
IPTV TARGET AT 720 DAYS: *** *** *** *** *** *** *** ***
IPTV TARGET AT 1080 DAYS" *** *** *** *** *** *** *** ***
IPTV TARGET AT 1440 DAYS: *** *** *** *** *** *** *** ***
<CAPTION>
Supplier Supplier Supplier Supplier Supplier Supplier Supplier Supplier
Warranty Commitment Commitment Commitment Commitment Commitment Commitment Commitment Commitment
Exposure Model Year IPTV IPTV IPTV IPTV IPTV IPTV IPTV IPTV
- ------------------ ------------- ------------ ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
360 days *** *** *** *** *** *** *** *** ***
360 days *** *** *** *** *** *** *** *** ***
360 days *** *** *** *** *** *** *** *** ***
360 days *** *** *** *** *** *** *** *** ***
360 days *** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
720 days ****** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
720 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1080 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
1440 days *** *** *** *** *** *** *** *** ***
</TABLE>
Page 2
<PAGE>
Attachment II
ATTACHMENT TO NEGOTIATION CHECKLIST
Equal Partner Proposal *** - American Axle & Manufacturing's understanding of
this request is that Isuzu/GM have established a target of *** of the material
cost for the I 190/GMT 355 vehicle to be minority supplier content. Isuzu/GM
is requesting that AAM participate as an equal partner to help Isuzu/GM
achieve the target.
Based on AAM's understanding, AAM will give consideration to the target when
conducting component sourcing for this I 190/GMT 355 Program in order to help
Isuzu/GM achieve the target. Any supplier selected as a component source for
the program must meet all of AAM's and the vehicle performance requirements,
and meet appropriate criteria in quality and service as required by AAM.
Current Product Savings Proposal by Program - All of AAM's existing business
with General Motors is covered by Lifetime Program Contracts. Certain of the
LPC's ***have negotiated price reduction in future years.
<PAGE>
American Axle and Manufacturing, Inc.
Isuzu 190/GMT355 Front and Rear Axles
Manufacturing Locations
NAO Front and Rear Axles
Brazil Front Axles
***
***
***
***
Brazil Rear Axles
***
***
***