Common use of Purchase Order Terms and Conditions Clause in Contracts

Purchase Order Terms and Conditions. Buyer's Purchase Order Terms and Conditions (1986), a copy of which is attached, are hereby incorporated into this Agreement by reference. It is understood that Paragraph 13 TERMINATION will not be applicable with respect to this contract. Any amendments to or revision of such Terms and Conditions shall also become a part hereof, provided that: (i) Buyer provides Seller with a copy of the Terms and Conditions as amended or revised; and (ii) Seller does not object to said amendment or revised Terms and Conditions within thirty (30) days after receipt. The Terms and Conditions and any amendment or revision made a part thereof shall be construed, to the extent possible, as consistent with the terms and conditions set forth herein and as cumulative; provided, however, that if such construction is unreasonable, terms and conditions set forth herein shall control. This Agreement is effective upon its execution. The parties hereby agree that this agreement supersedes the Component Supply Agreement between them, dated February 28, 1994, as amended, as it relates to the subject matter contained herein and removes any requirement with respect to components covered hereby for GM to give notice of non-renewal under such agreement. Seller Buyer By /s/ Xxxxx XxXxxxx By /s/ Xxxxxx X. Xxxxxxx ----------------- --------------------- Title Director, MST Programs Title Director, Metallic Purchasing GMTG ---------------------- ---------------------------------- Date May 1, 1998 Date June 19, 1998 ----------- Exhibit A "LIFETIME CONTRACT COST SAVINGS" -------------------------------- Some examples of Cost Savings which shall be shared equally by the parties are set forth in (a), (b), and (c) below: (a) AAM requests from GM Engineering a dimensional change in an Existing Component that reduces scrap and improves efficiency. If granted, the savings with respect to that Existing Component would be shared equally by the two parties. (b) GM and AAM are both working on deproliferation of Existing Component Part Numbers by changing parts to commonize them. Savings with respect to such Existing Components would be shared by the two parties. (c) AAM or GM requests a material change applicable to a particular Existing Component or Components that would improve efficiency or reduce tool costs. These savings with respect to such Existing Components would be shared equally by the two parties. Improvements which are not attributable to specific components and improvements in processing, operating conditions, labor efficiency, scrap reduction, or any other area made by AAM as a result of its management expertise and knowledge or contributions by AAM employees, without any input from GM, are not included in the Cost Savings computation and are the exclusive property of AAM. EXHIBIT B LIFETIME PROGRAM CONTRACT GMT 360 =================================================================================================================================== Model Year 2005 2006 2007 2008 Succeeding Years ----------------------------------------------- Percent Reduction *** *** *** *** *** ----------------------------------------------- Part Per Annual Daily Number Description Unit Price Tool Capacity ================================================================================================================================== ------------------------------------------------------------------------------------------------------------------------------- 8.0"Rear Axles 15157619 GMT 360 Rear Axle 4.10 Std. *** *** *** *** *** *** *** 15157587 GMT 360 Rear Axle 3.42 Std. *** *** *** *** *** *** *** 15157585 GMT 360 Rear Axle 4.56 Std. *** *** *** *** *** *** *** 15157615 GMT 360 Rear Axle 3.73 Std. *** *** *** *** *** *** *** ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- 7.25" Front Axles 15030027 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.42 *** *** *** *** *** *** *** 15030028 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.73 *** *** *** *** *** *** *** 15030025 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.10 *** *** *** *** *** *** *** 15007523 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.56 *** *** *** *** *** *** *** =============================================================================================================================== =============================================================================== Per Annual Daily Part Number Description Unit Price Tool Capacity =============================================================================== ------------------------------------------------------------------------------- Front Auxiliary and Rear Propshafts 15152340 GMT 360 Front Auxiliary Propshaft $ *** *** 15152342 GMT 360 Front Auxiliary Propshaft $ *** *** 15152338 GMT 360 Rear Propshaft $ *** *** 15152332 GMT 360 Rear Propshaft $ *** *** 15152335 GMT 360 Rear Propshaft $ *** *** 15152336 GMT 360 Rear Propshaft $ *** *** =============================================================================== AMERICAN AXLE & MANUFACTURING -------------------- Technical Center 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, XX 00000 June 25, 1997 Xx. Xxx Xxxx Senior Buyer GMTG 0000 Xxxxxxxxxxx Xxxxxxx Mail Code 483-512-1B5 Xxxxxxx, Xxxxxxxx 00000-0000 Dear Xxx: The revised proposal for the GMT 360 Front and Rear Axles is hereby submitted for your review. As you are aware, AAM and GM have been working together on the engineering designs for both the front and the rear axles. This close working relationship has allowed the GMT 360 program to proceed within the program timing while helping to identify and address engineering issues early in the development process. The prices provided herein are based on engineering changes required to Existing Components and the terms and conditions of the Component Supply Agreement under which AAM is committed to be competitive on future product programs such as this. The attached Xxxx of Material for each axle identifies the budget baseline prices for included parts and productive material purchased by GM. The tooling for the front axle is ***, including *** of supplier tooling and tooling for the rear axle is *** including *** of supplier tooling. Supplier tooling will be adjusted based on the results of the final negotiations with the suppliers. Based on this proposal, issuance of an appropriate letter of intent is requested. As your production source, AAM looks forward to working with you and to contributing to the success of the GMT 360 program. Best regards,

Purchase Order Terms and Conditions. Buyer's Purchase Order Terms and Conditions (1986), a copy of which is attached, are hereby incorporated into this Agreement by reference. It is understood that Paragraph 13 TERMINATION will not be applicable with respect to this contract. Any amendments to or revision of such Terms and Conditions shall also become a part hereof, provided that: (i) Buyer provides Seller with a copy of the Terms and Conditions as amended or revised; and (ii) Seller does not object to said amendment or revised Terms and Conditions within thirty (30) days after receipt. The Terms and Conditions and any amendment or revision made a part thereof shall be construed, to the extent possible, as consistent with the terms and conditions set forth herein and as cumulative; provided, however, that if such construction is unreasonable, terms and conditions set forth herein shall control. This Agreement is effective upon its execution. The parties hereby agree that this agreement supersedes the Component Supply Agreement between them, dated February 28, 1994, as amended, as it relates to the subject matter contained herein and removes any requirement with respect to components covered hereby for GM to give notice of non-renewal under such agreement. Seller Buyer By /s/ Xxxxx XxXxxxx By /s/ Xxxxxx X. Xxxxxxx ----------------- --------------------- Title Director, MST Programs Title Director, Metallic Purchasing GMTG ---------------------- ---------------------------------- Date May 1, 1998 Date June 19, 1998 ----------- Exhibit A "LIFETIME CONTRACT COST SAVINGS" -------------------------------- Some examples of Cost Savings which shall be shared equally by the parties are set forth in (a), (b), and (c) below: (a) AAM requests from GM Engineering a dimensional change in an Existing Component that reduces scrap and improves efficiency. If granted, the savings with respect to that Existing Component would be shared equally by the two parties. (b) GM and AAM are both working on deproliferation of Existing Component Part Numbers by changing parts to commonize them. Savings with respect to such Existing Components would be shared by the two parties. (c) AAM or GM requests a material change applicable to a particular Existing Component or Components that would improve efficiency or reduce tool costs. These savings with respect to such Existing Components would be shared equally by the two parties. Improvements which are not attributable to specific components and improvements in processing, operating conditions, labor efficiency, scrap reduction, or any other area made by AAM as a result of its management expertise and knowledge or contributions by AAM employees, without any input from GM, are not included in the Cost Savings computation and are the exclusive property of AAM. EXHIBIT B LIFETIME PROGRAM CONTRACT GMT 360 *** =================================================================================================================================== Model Year 2005 2006 2007 2008 Succeeding Years ----------------------------------------------- Percent Reduction *** *** *** *** *** ----------------------------------------------- Part Per Annual Daily Number Description Unit Price Tool Capacity ================================================================================================================================== ------------------------------------------------------------------------------------------------------------------------------- 8.0"Rear Axles 15157619 GMT 360 *** Rear Axle 4.10 Std. *** *** *** *** *** *** *** 15157587 GMT 360 *** Rear Axle 3.42 Std. *** *** *** *** *** *** *** 15157585 GMT 360 *** Rear Axle 4.56 Std. *** *** *** *** *** *** *** 15157615 GMT 360 *** Rear Axle 3.73 Std. *** *** *** *** *** *** *** ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- 7.25" Front Axles 15030027 GMT 360 *** Front Axle with P/N 15030023 Disconnect Assembly 3.42 *** *** *** *** *** *** *** 15030028 GMT 360 *** Front Axle with P/N 15030023 Disconnect Assembly 3.73 *** *** *** *** *** *** *** 15030025 GMT 360 *** Front Axle with P/N 15030023 Disconnect Assembly 4.10 *** *** *** *** *** *** *** 15007523 GMT 360 *** Front Axle with P/N 15030023 Disconnect Assembly 4.56 *** *** *** *** *** *** *** =============================================================================================================================== =============================================================================== Per Annual Daily Part Number Description Unit Price Tool Capacity =============================================================================== ------------------------------------------------------------------------------- Front Auxiliary and Rear Propshafts 15152340 GMT 360 *** Front Auxiliary Propshaft $ *** *** 15152342 GMT 360 *** Front Auxiliary Propshaft $ *** *** 15152338 GMT 360 *** Rear Propshaft $ *** *** 15152332 GMT 360 *** Rear Propshaft $ *** *** 15152335 GMT 360 *** Rear Propshaft $ *** *** 15152336 GMT 360 *** Rear Propshaft $ *** *** =============================================================================== AMERICAN AXLE & MANUFACTURING -------------------- Technical Center 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, XX 00000 June 25, 1997 Xx. Xxx Xxxx Senior Buyer GMTG 0000 Xxxxxxxxxxx Xxxxxxx Mail Code 483-512-1B5 Xxxxxxx, Xxxxxxxx 00000-0000 Dear Xxx: The revised proposal for the GMT 360 *** Front and Rear Axles is hereby submitted for your review. As you are aware, AAM and GM have been working together on the engineering designs for both the front and the rear axles. This close working relationship has allowed the GMT 360 *** program to proceed within the program timing while helping to identify and address engineering issues early in the development process. The prices provided herein are based on engineering changes required to Existing Components and the terms and conditions of the Component Supply Agreement under which AAM is committed to be competitive on future product programs such as this. The attached Xxxx of Material for each axle identifies the budget baseline prices for included parts and productive material purchased by GM. The tooling for the front axle is ***, including *** of supplier tooling and tooling for the rear axle is *** including *** of supplier tooling. Supplier tooling will be adjusted based on the results of the final negotiations with the suppliers. Based on this proposal, issuance of an appropriate letter of intent is requested. As your production source, AAM looks forward to working with you and to contributing to the success of the GMT 360 *** program. Best regards,

Purchase Order Terms and Conditions. Buyer's Purchase Order Terms and Conditions (1986), a copy of which is attached, are hereby incorporated into this Agreement by reference. It is understood that Paragraph 13 TERMINATION will not be applicable with respect to this contract. Any amendments amendment to or revision of such Terms and Conditions shall also become a part hereof, ; provided that: : (i) Buyer provides Seller with a copy of the Terms and Conditions as amended or revised; and (ii) Seller does not object to said amendment or revised Terms and Conditions within thirty (30) days after receipt. The Terms and Conditions and any amendment or revision made a part thereof shall be construed, to the extent possible, as consistent with the terms and conditions set forth herein and as cumulative; provided, however, that if such construction is unreasonable, terms and conditions set forth herein shall control. This Agreement is effective upon its execution. The parties hereby agree that this agreement supersedes the Component Supply Agreement between them, dated February 28, 1994, as amended, as it relates to the subject matter contained herein and removes any requirement with respect to components covered hereby for GM to give notice of non-renewal under such agreement. Seller Buyer By /s/ Xxxxx XxXxxxx By By: /s/ Xxxxxx X. Xxxxxxx ----------------- ------------------------- --------------------- Title Director, GM MST Programs Title Director, Metallic Purchasing GMTG ---------------------- ------------------------- ---------------------------------- Date May 1, 1998 Date June 19, 1998 ----------- -------------------------- ----------------------------------- Exhibit A "LIFETIME CONTRACT COST SAVINGS" -------------------------------- Some examples of Cost Savings which shall be shared equally by the parties are set forth in (a), (b), and (c) below: (a) AAM requests from GM Engineering a dimensional change in an Existing Component that reduces scrap and improves efficiency. If granted, the savings with respect to that Existing Component would be shared equally by the two parties. (b) GM and AAM are both working on deproliferation of Existing Component Part Numbers by changing parts to commonize them. Savings with respect to such Existing Components would be shared by the two parties. (c) AAM or GM requests a material change applicable to a particular Existing Component or Components that would improve efficiency or reduce tool costs. These savings with respect to such Existing Components would be shared equally by the two parties. Improvements which are not attributable to specific components and improvements in processing, operating conditions, labor efficiency, scrap reduction, or any other area made by AAM as a result of its management expertise and knowledge or contributions by AAM employees, without any input from GM, are not included in the Cost Savings computation and are the exclusive property of AAM. EXHIBIT B LIFETIME PROGRAM CONTRACT GMT 360 =================================================================================================================================== Model Year 2005 2006 2007 2008 Succeeding Years ----------------------------------------------- Percent Reduction *** *** *** *** *** ----------------------------------------------- Part Per Annual Daily Number Description Unit Price Tool Capacity ================================================================================================================================== ------------------------------------------------------------------------------------------------------------------------------- 8.0"Rear Axles 15157619 GMT 360 Rear Axle 4.10 Std. *** *** *** *** *** *** *** 15157587 GMT 360 Rear Axle 3.42 Std. *** *** *** *** *** *** *** 15157585 GMT 360 Rear Axle 4.56 Std. *** *** *** *** *** *** *** 15157615 GMT 360 Rear Axle 3.73 Std. *** *** *** *** *** *** *** ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- 7.25" Front Axles 15030027 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.42 *** *** *** *** *** *** *** 15030028 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.73 *** *** *** *** *** *** *** 15030025 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.10 *** *** *** *** *** *** *** 15007523 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.56 *** *** *** *** *** *** *** =============================================================================================================================== =============================================================================== 9TBV6-009 9TIS6-000 9TIS7-000 Per Annual Daily Part Number Description Unit Price Tool Capacity ================================================================================ ------------------------------------------------------------------------------- Front Auxiliary and GMT 325 Rear Propshafts 15152340 GMT 360 Front Auxiliary Propshaft $ Axle (Drum) 15009514 8.6" Rear Axle *** *** 15152342 GMT 360 Front Auxiliary Propshaft $ 15161265 7.625" Rear Axle *** *** 15152338 GMT 360 15161266 7.625" Rear Propshaft $ Axle *** *** 15152332 GMT 360 15161267 7.625" Rear Propshaft $ Axle *** *** 15152335 GMT 360 15161268 7.625" Rear Propshaft $ Axle *** *** 15152336 GMT 360 15161269 7.625" Rear Propshaft $ Axle *** *** =============================================================================== AMERICAN AXLE & MANUFACTURING -------------------- Technical Center 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, XX 00000 June 25, 1997 Xx. Xxx Xxxx Senior Buyer GMTG 0000 Xxxxxxxxxxx Xxxxxxx Mail Code 483-512-1B5 Xxxxxxx, Xxxxxxxx 00000-0000 Dear Xxx: The revised proposal for the GMT 360 Front and 15161270 7.625" Rear Axles is hereby submitted for your review. As you are aware, AAM and GM have been working together on the engineering designs for both the front and the rear axles. This close working relationship has allowed the GMT 360 program to proceed within the program timing while helping to identify and address engineering issues early in the development process. The prices provided herein are based on engineering changes required to Existing Components and the terms and conditions of the Component Supply Agreement under which AAM is committed to be competitive on future product programs such as this. The attached Xxxx of Material for each axle identifies the budget baseline prices for included parts and productive material purchased by GM. The tooling for the front axle is ***, including Axle *** of supplier tooling and tooling for the rear axle is *** including 26052402 7.625" Rear Axle *** of supplier tooling. Supplier tooling will be adjusted based on the results of the final negotiations with the suppliers. Based on this proposal, issuance of an appropriate letter of intent is requested. As your production source, AAM looks forward to working with you and to contributing to the success of the *** 26052403 7.625" Rear Axle *** *** 26052404 7.625" Rear Axle *** *** 26052405 7.625" Rear Axle *** *** 26052407 7.625" Rear Axle *** *** 26052409 7.625" Rear Axle *** *** 26052410 7.625" Rear Axle *** *** 26052411 7.625" Rear Axle *** *** 1513659 7.625" Rear Axle *** *** 15153660 7.625" Rear Axle *** *** 15153661 7.625" Rear Axle *** *** 26052398 7.625" Rear Axle *** *** 26052399 7.625" Rear Axle *** *** 26052400 7.625" Rear Axle *** *** -------------------------------------------------------------------------------- GMT 360 program. Best regards,325 Rear Axle (Disc)

Purchase Order Terms and Conditions. Buyer's Purchase Order Terms and Conditions (1986), a copy of which is attached, are hereby incorporated into this Agreement by reference. It is understood that Paragraph 13 TERMINATION will not be applicable with respect to this contract. Any amendments amendment to or revision of such Terms and Conditions shall also become a part hereof, provided that: (i) Buyer provides Seller with a copy of the Terms and Conditions as amended or revised; and (ii) Seller does not object to said amendment or revised Terms and Conditions within thirty (30) days after receipt. The Terms and Conditions and any amendment or revision made a part thereof shall be construed, to the extent possible, as consistent with the terms and conditions set forth herein and as cumulative; provided, however, that if such construction is unreasonable, terms and conditions set forth herein shall control. This Agreement is effective upon its execution. The parties hereby agree that this agreement supersedes the Component Supply Agreement between them, dated February 28, 1994, as amended, as it relates to the subject matter contained herein and removes any requirement with respect to components covered hereby for GM to give notice of non-renewal under such agreement. Seller Buyer By /s/ Xxxxx XxXxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxxx ----------------- --------------------- ----------------------------------- --------------------------- Title Director, MST Sales, GM FST Programs Title Director, Metallic -------------------------------- Purchasing GMTG ---------------------- ---------------------------------- ----------------------- Date May 1, 1998 Date June 19, 1998 ----------- ------------- Exhibit A "LIFETIME CONTRACT COST SAVINGS" -------------------------------- Some examples of Cost Savings which shall be shared equally by the parties are set forth in (a), (b), and (c) below: (a) AAM requests from GM Engineering a dimensional change in an Existing Component that reduces scrap and improves efficiency. If granted, the savings with respect to that Existing Component would be shared equally by the two parties. (b) GM and AAM are both working on deproliferation of Existing Component Part Numbers by changing parts to commonize them. Savings with respect to such Existing Components would be shared by the two parties. (c) AAM or GM requests a material change applicable to a particular Existing Component or Components that would improve efficiency or reduce tool costs. These savings with respect to such Existing Components would be shared equally by the two parties. Improvements which are not attributable to specific components and improvements in processing, operating conditions, labor efficiency, scrap reduction, or any other area made by AAM as a result of its management expertise and knowledge or contributions by AAM employees, without any input from GM, are not included in the Cost Savings computation and are the exclusive property of AAM. EXHIBIT B LIFETIME PROGRAM CONTRACT GMT 360 ===============* Capacity volumes stated will ramp down in accordance with the ***. * Capacity volumes stated will ramp down in accordance with the ***. * Capacity volumes stated will ramp down in accordance with the ***. ==================================================================================================================== Model Year 2005 2006 2007 2008 Succeeding Years ----------------------------------------------- Percent Reduction *8TDT8 REV 001, 003, 004, 005, 007 ** 8TAM9002 Per *** *** *** *** ----------------------------------------------- Part Per Annual Daily Tool Part Number Description Unit Price Tool Capacity ================================================================================================================================== ------------------------------------------------------------------------------------------------------------------------------- 8.0"Rear Axles 15157619 GMT 360 Rear Axle 4.10 Std. *GMT-400 K-Auxillary Propshafts 26055995 GMT-400 Front Auxillary Propshaft ** *** *** *26066996 GMT-400 Front Auxillary Propshaft ** *** *** *** 15157587 GMT 360 Rear Axle 3.42 Std. *26057959 GMT-400 Front Auxillary Propshaft ** *** *** *26057960 GMT-400 Front Auxillary Propshaft ** *** *** *** 15157585 GMT 360 Rear Axle 4.56 Std. *26057962 GMT-400 Front Auxillary Propshaft ** *** *** *26057963 GMT-400 Front Auxillary Propshaft ** *** *** *** 15157615 GMT 360 Rear Axle 3.73 Std. *GMT-400 Propshafts 26050311 GMT-400 1 Piece Propshaft ** *** *** *26050330 GMT-400 1 Piece Propshaft ** *** *** *** ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- 7.25" Front Axles 15030027 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.42 *26050331 GMT-400 1 Piece Propshaft ** *** *** *26050380 GMT-400 1 Piece Propshaft ** *** *** *** 15030028 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.73 *26050381 GMT-400 1 Piece Propshaft ** *** *** *26056508 GMT-400 1 Piece Propshaft ** *** *** *** 15030025 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.10 *26065337 GMT-400 1 Piece Propshaft ** *** *** *--------------------------------------------------------------------- GMT-400 Propshafts 26014906 GMT-400 1 Piece Propshaft ** *** *** *** 15007523 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.56 *26050377 GMT-400 1 Piece Propshaft ** *** *** ---------------------------------------------------------------------- ------------------------- GMT-410 Propshafts 26050337 GMT-410 1 Piece Propshaft ** *** *** 26050343 GMT-410 1 Piece Propshaft ** *** *** 26050348 GMT-410 1 Piece Propshaft ** *** *** 26055997 GMT-410 1 Piece Propshaft ** *** *** 26055998 GMT-410 1 Piece Propshaft ** *** *** =============================================================================================================================== =============================================================================== Per Annual Daily Part Number Description Unit Price Tool * Capacity =============================================================================== ------------------------------------------------------------------------------- Front Auxiliary and Rear Propshafts 15152340 GMT 360 Front Auxiliary Propshaft $ *** *** 15152342 GMT 360 Front Auxiliary Propshaft $ *** *** 15152338 GMT 360 Rear Propshaft $ *** *** 15152332 GMT 360 Rear Propshaft $ *** *** 15152335 GMT 360 Rear Propshaft $ *** *** 15152336 GMT 360 Rear Propshaft $ *** *** =============================================================================== AMERICAN AXLE & MANUFACTURING -------------------- Technical Center 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, XX 00000 June 25, 1997 Xx. Xxx Xxxx Senior Buyer GMTG 0000 Xxxxxxxxxxx Xxxxxxx Mail Code 483-512-1B5 Xxxxxxx, Xxxxxxxx 00000-0000 Dear Xxx: The revised proposal for volumes stated will ramp down in accordance with the GMT 360 Front and Rear Axles is hereby submitted for your review. As you are aware, AAM and GM have been working together on the engineering designs for both the front and the rear axles. This close working relationship has allowed the GMT 360 program to proceed within the program timing while helping to identify and address engineering issues early in the development process. The prices provided herein are based on engineering changes required to Existing Components and the terms and conditions of the Component Supply Agreement under which AAM is committed to be competitive on future product programs such as this. The attached Xxxx of Material for each axle identifies the budget baseline prices for included parts and productive material purchased by GM. The tooling for the front axle is ***, including . ** Per Unit price is current Contract Price *** of supplier tooling and tooling for the rear axle is *** including *** of supplier tooling. Supplier tooling will be adjusted based on the results of the final negotiations with the suppliers. Based on this proposal, issuance of an appropriate letter of intent is requested. As your production source, AAM looks forward to working with you and to contributing to the success of the GMT 360 program. Best regards,.

Purchase Order Terms and Conditions. Buyer's Purchase Order Terms and Conditions (1986), a copy of which is attached, are hereby incorporated into this Agreement by reference. It is understood that Paragraph 13 TERMINATION will not be applicable with respect to this contract. Any amendments amendment to or revision of such Terms and Conditions shall also become a part hereof, provided that: (i) Buyer provides Seller with a copy of the Terms and Conditions as amended or revised; and (ii) Seller does not object to said amendment or revised Terms and Conditions within thirty (30) days after receipt. The Terms and Conditions and any amendment or revision made a part thereof shall be construed, to the extent possible, as consistent with the terms and conditions set forth herein and as cumulative; provided, however, that if such construction is unreasonable, terms and conditions set forth herein shall control. This Agreement is effective upon its execution. The parties hereby agree that this agreement supersedes the Component Supply Agreement between them, dated February 28, 1994, as amended, as it relates to the subject matter contained herein and removes any requirement with respect to components covered hereby for GM to give notice of non-renewal under such agreement. Seller Buyer By /s/ Xxxxx Briax XxXxxxx By /s/ Xxxxxx X. Glorxx Xxxxxxx ----------------- --------------------- ---------------------------------- ------------------------------ Title Director, MST Programs Sales Title DirectorManager - Metallic ------------------------------- --------------------------- Date April 30, Metallic Purchasing GMTG ---------------------- ---------------------------------- 2001 Date May 1, 1998 Date June 19, 1998 ----------- Exhibit A "LIFETIME CONTRACT COST SAVINGS" 6/05/01 -------------------------------- Some examples of Cost Savings which shall be shared equally by the parties are set forth in (a), (b), and (c) below: (a) AAM requests from GM Engineering a dimensional change in an Existing Component that reduces scrap and improves efficiency. If granted, the savings with respect to that Existing Component would be shared equally by the two parties. (b) GM and AAM are both working on deproliferation of Existing Component Part Numbers by changing parts to commonize them. Savings with respect to such Existing Components would be shared by the two parties. (c) AAM or GM requests a material change applicable to a particular Existing Component or Components that would improve efficiency or reduce tool costs. These savings with respect to such Existing Components would be shared equally by the two parties. Improvements which are not attributable to specific components and improvements in processing, operating conditions, labor efficiency, scrap reduction, or any other area made by AAM as a result of its management expertise and knowledge or contributions by AAM employees, without any input from GM, are not included in the Cost Savings computation and are the exclusive property of AAM. ---------------------------- EXHIBIT B LIFETIME PROGRAM CONTRACT GMT 360 =================================================================================================================================== Model Year 2005 2006 2007 2008 Succeeding Years ----------------------------------------------- Percent Reduction *** *** *** *** *** ----------------------------------------------- Part Per Annual Daily Number Description Unit Price Tool Capacity ================================================================================================================================== ------------------------------------------------------------------------------------------------------------------------------- 8.0"Rear Axles 15157619 GMT 360 Rear Axle 4.10 Std. *** *** *** *** *** *** *** 15157587 GMT 360 Rear Axle 3.42 Std. *** *** *** *** *** *** *** 15157585 GMT 360 Rear Axle 4.56 Std. *** *** *** *** *** *** *** 15157615 GMT 360 Rear Axle 3.73 Std. *** *** *** *** *** *** *** ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- 7.25" Front Axles 15030027 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.42 *** *** *** *** *** *** *** 15030028 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.73 *** *** *** *** *** *** *** 15030025 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.10 *** *** *** *** *** *** *** 15007523 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.56 *** *** *** *** *** *** *** =============================================================================================================================== =============================================================================== Per Annual Daily Part Number Description Unit Price Tool Capacity =============================================================================== ------------------------------------------------------------------------------- Front Auxiliary and Rear Propshafts 15152340 GMT 360 Front Auxiliary Propshaft $ *** *** 15152342 GMT 360 Front Auxiliary Propshaft $ *** *** 15152338 GMT 360 Rear Propshaft $ *** *** 15152332 GMT 360 Rear Propshaft $ *** *** 15152335 GMT 360 Rear Propshaft $ *** *** 15152336 GMT 360 Rear Propshaft $ *** *** =============================================================================== AMERICAN AXLE & MANUFACTURING -------------------- Technical Center 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, XX 00000 June 25, 1997 Xx. Xxx Xxxx Senior Buyer GMTG 0000 Xxxxxxxxxxx Xxxxxxx Mail Code 483-512-1B5 Xxxxxxx, Xxxxxxxx 00000-0000 Dear Xxx: The revised proposal for the GMT 360 Front and Rear Axles is hereby submitted for your review. As you are aware, AAM and GM have been working together on the engineering designs for both the front and the rear axles. This close working relationship has allowed the GMT 360 program to proceed within the program timing while helping to identify and address engineering issues early in the development process. The prices provided herein are based on engineering changes required to Existing Components and the terms and conditions of the Component Supply Agreement under which AAM is committed to be competitive on future product programs such as this. The attached Xxxx of Material for each axle identifies the budget baseline prices for included parts and productive material purchased by GM. The tooling for the front axle is ***, including *** of supplier tooling and tooling for the rear axle is *** including *** of supplier tooling. Supplier tooling will be adjusted based on the results of the final negotiations with the suppliers. Based on this proposal, issuance of an appropriate letter of intent is requested. As your production source, AAM looks forward to working with you and to contributing to the success of the GMT 360 program. Best regards,A

Purchase Order Terms and Conditions. Buyer's Purchase Order Terms and Conditions (1986), a copy of which is attached, are hereby incorporated into this Agreement by reference. It is understood that Paragraph 13 TERMINATION will not be applicable with respect to this contract. Any amendments amendment to or revision of such Terms and Conditions shall also become a part hereof, provided that: (i) Buyer provides Seller with a copy of the Terms and Conditions as amended or revised; and (ii) Seller does not object to said amendment or revised Terms and Conditions within thirty (30) days after receipt. The Terms and Conditions and any amendment or revision made a part thereof shall be construed, to the extent possible, as consistent with the terms and conditions set forth herein and as cumulative; provided, however, that if such construction is unreasonable, terms and conditions set forth herein shall control. This Agreement is effective upon its execution. The parties hereby agree that this agreement supersedes the Component Supply Agreement between them, dated February 28, 1994, as amended, as it relates to the subject matter contained herein and removes any requirement requirements with respect to components covered hereby for GM to give notice of non-renewal under such agreement. Seller Buyer By /s/ Xxxxx XxXxxxx By /s/ Xxxxxx X. Xxxxxxx ----------------- --------------------- Title Director, MST Programs Title Director, Metallic Purchasing GMTG ---------------------- ---------------------------------- Date May 1, 1998 Date June 19, 1998 ----------- ------------- Exhibit A "LIFETIME CONTRACT COST SAVINGS" -------------------------------- Some examples of Cost Savings which shall be shared equally by the parties are set forth in (a), (b), and (c) below: (a) AAM requests from GM Engineering a dimensional change in an Existing Component that reduces scrap and improves efficiency. If granted, the savings with respect to that Existing Component would be shared equally by the two parties. (b) GM and AAM are both working on deproliferation of Existing Component Part Numbers by changing parts to commonize them. Savings with respect to such Existing Components would be shared by the two parties. (c) AAM or GM requests a material change applicable to a particular Existing Component or Components that would improve efficiency or reduce tool costs. These savings with respect to such Existing Components would be shared equally by the two parties. Improvements which are not attributable to specific components and improvements in processing, operating conditions, labor efficiency, scrap reduction, or any other area made by AAM as a result of its management expertise and knowledge or contributions by AAM employees, without any input from form GM, are not included in the Cost Savings computation and are the exclusive property of AAM. EXHIBIT B LIFETIME PROGRAM CONTRACT GMT 360 GMT-330 =================================================================================================================================== Model Year 2005 2006 2007 2008 Succeeding Years ----------------------------------------------- Percent Reduction *** *** *** *** *** ----------------------------------------------- Part Per Annual Daily Number Description Unit Price Tool Capacity ================================================================================================================================== ------------------------------------------------------------------------------------------------------------------------------- 8.0"Rear Axles 15157619 GMT 360 Rear Axle 4.10 Std. *** *** *** *** *** *** *** 15157587 GMT 360 Rear Axle 3.42 Std. *** *** *** *** *** *** *** 15157585 GMT 360 Rear Axle 4.56 Std. *** *** *** *** *** *** *** 15157615 GMT 360 Rear Axle 3.73 Std. *** *** *** *** *** *** *** ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- 7.25" Front Axles 15030027 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.42 *** *** *** *** *** *** *** 15030028 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.73 *** *** *** *** *** *** *** 15030025 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.10 *** *** *** *** *** *** *** 15007523 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.56 *** *** *** *** *** *** *** =============================================================================================================================== =============================================================================== Per Annual Daily Part Number Description Unit Price Tool Capacity =============================================================================== ------------------------------------------------------------------------------- Front Auxiliary and Rear Propshafts 15152340 GMT 360 Front Auxiliary Propshaft $ *** *** 15152342 GMT 360 Front Auxiliary Propshaft $ *** *** 15152338 GMT 360 Rear Propshaft $ *** *** 15152332 GMT 360 Rear Propshaft $ *** *** 15152335 GMT 360 Rear Propshaft $ *** *** 15152336 GMT 360 Rear Propshaft $ *** *** =============================================================================== AMERICAN AXLE & MANUFACTURING -------------------- Technical Center 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, XX 00000 June 25, 1997 Xx. Xxx Xxxx Senior Buyer GMTG 0000 Xxxxxxxxxxx Xxxxxxx Mail Code 483-512-1B5 Xxxxxxx, Xxxxxxxx 00000-0000 Dear Xxx: The revised proposal for the GMT 360 Front and Rear Axles is hereby submitted for your review. As you are aware, AAM and GM have been working together on the engineering designs for both the front and the rear axles. This close working relationship has allowed the GMT 360 program to proceed within the program timing while helping to identify and address engineering issues early in the development process. The prices provided herein are based on engineering changes required to Existing Components and the terms and conditions of the Component Supply Agreement under which AAM is committed to be competitive on future product programs such as this. The attached Xxxx of Material for each axle identifies the budget baseline prices for included parts and productive material purchased by GM. The tooling for the front axle is ***, including *** of supplier tooling and tooling for the rear axle is *** including *** of supplier tooling. Supplier tooling will be adjusted based on the results of the final negotiations with the suppliers. Based on this proposal, issuance of an appropriate letter of intent is requested. As your production source, AAM looks forward to working with you and to contributing to the success of the GMT 360 program. Best regards,Capacity

Purchase Order Terms and Conditions. Buyer's Purchase Order Terms and Conditions (1986), a copy of which is attached, are hereby incorporated into this Agreement by reference. It is understood that Paragraph 13 TERMINATION will not be applicable with respect to this contract. Any amendments amendment to or revision of such Terms and Conditions shall also become a part hereof, provided that: (i) Buyer provides Seller with a copy of the Terms and Conditions as amended or revised; and (ii) Seller does not object to said amendment or revised Terms and Conditions within thirty (30) days after receipt. The Terms and Conditions and any amendment or revision made a part thereof shall be construed, to the extent possible, as consistent with the terms and conditions set asset forth herein and as cumulative; provided, however, that if such construction is unreasonable, terms and conditions set forth herein shall control. This Agreement is effective upon its execution. The parties hereby agree that this agreement supersedes the Component Supply Agreement between them, dated February 28, 1994, as amended, as it relates to the subject matter contained herein and removes any requirement with respect to components covered hereby for GM to give notice of non-renewal under such agreement. Seller Buyer By /s/ Xxxxx XxXxxxx By /s/ Xxxxxx X. Xxxxxxx ----------------- --------------------- Title Director, MST Programs Title Director, Metallic Purchasing GMTG ---------------------- ---------------------------------- Date May 1, 1998 Date June 19, 1998 ----------- By: By: -------------------------------- -------------------------------- Title: Title: ------------------------------ ----------------------------- Date: Date: ------------------------------- ----------------------------- Exhibit A "LIFETIME CONTRACT COST SAVINGS" -------------------------------- Some examples of Cost Savings which shall be shared equally by the parties are set forth in (a), (b), and (c) below: (a) AAM requests from GM Engineering a dimensional change in an Existing Component that reduces scrap and improves efficiency. If granted, the savings with respect to that Existing Component would be shared equally by the two parties. (b) GM and AAM are both working on deproliferation of Existing Component Part Numbers by changing parts to commonize them. Savings with respect to such Existing Components would be shared by the two parties. (c) AAM or GM requests a material change applicable to a particular Existing Component or Components that would improve efficiency or reduce tool costs. These savings with respect to such Existing Components would be shared equally by the two parties. Improvements which are not attributable to specific components and improvements in processing, operating conditions, labor efficiency, scrap reduction, or any other area made by AAM as a result of its management expertise and knowledge or contributions by AAM employees, without any input from GM, are not included in the Cost Savings computation and are the exclusive property of AAM. EXHIBIT B LIFETIME PROGRAM CONTRACT GMT 360 Exhibit #3 ==================================================================================================================================== Model Year 2005 2006 2007 2008 Succeeding Years ----------------------------------------------- Percent Reduction *** *** *** *** *** ----------------------------------------------- Part Per Annual Daily Number Description Unit Price Tool Capacity ================================================================================================================================== ------------------------------------------------------------------------------------------------------------------------------- 8.0"Rear Axles 15157619 GMT 360 Rear Axle 4.10 Std. *** *** *** *** *** *** *** 15157587 GMT 360 Rear Axle 3.42 Std. *** *** *** *** *** *** *** 15157585 GMT 360 Rear Axle 4.56 Std. *** *** *** *** *** *** *** 15157615 GMT 360 Rear Axle 3.73 Std. *** *** *** *** *** *** *** ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- 7.25" Front Axles 15030027 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.42 *** *** *** *** *** *** *** 15030028 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 3.73 *** *** *** *** *** *** *** 15030025 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.10 *** *** *** *** *** *** *** 15007523 GMT 360 Front Axle with P/N 15030023 Disconnect Assembly 4.56 *** *** *** *** *** *** *** =============================================================================================================================== =============================================================================== Per Annual Daily Part Number Description Unit Price Tool Capacity =============================================================================== ------------------------------------------------------------------------------- Front Auxiliary and Rear Propshafts 15152340 GMT 360 Front Auxiliary Propshaft $ *** *** 15152342 GMT 360 Front Auxiliary Propshaft $ *** *** 15152338 GMT 360 Rear Propshaft $ *** *** 15152332 GMT 360 Rear Propshaft $ *** *** 15152335 GMT 360 Rear Propshaft $ *** *** 15152336 GMT 360 Rear Propshaft $ *** *** =============================================================================== AMERICAN AXLE & MANUFACTURING -------------------- Technical Center 0000 Xxxxxxxxxx Xxxxx Xxxxxxxxx Xxxxx, XX 00000 June 25, 1997 Xx. Xxx Xxxx Senior Buyer GMTG 0000 Xxxxxxxxxxx Xxxxxxx Mail Code 483-512-1B5 Xxxxxxx, Xxxxxxxx 00000-0000 Dear Xxx: The revised proposal for the GMT 360 Front and Rear Axles is hereby submitted for your review. As you are aware, AAM and GM have been working together on the engineering designs for both the front and the rear axles. This close working relationship has allowed the GMT 360 program to proceed within the program timing while helping to identify and address engineering issues early in the development process. The prices provided herein are based on engineering changes required to Existing Components and the terms and conditions GMT-800 Purchased Component Material / Memorandum of the Component Supply Agreement under which AAM is committed to be competitive on future product programs such as this. The attached Xxxx of Material for each axle identifies the budget baseline prices for included parts and productive material purchased by GM. The tooling for the front axle is ***, including *** of supplier tooling and tooling for the rear axle is *** including *** of supplier tooling. Supplier tooling will be adjusted based on the results of the final negotiations with the suppliers. Based on this proposal, issuance of an appropriate letter of intent is requested. As your production source, AAM looks forward to working with you and to contributing to the success of the GMT 360 program. Best regards,Understanding ------------------------------------------------------------------------------------------------------------------------------------