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EXHIBIT 10.08
AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT, dated as of December 20, 2000, (this
"AGREEMENT"), is entered into between American Axle & Manufacturing Holdings,
Inc., a Delaware corporation (the "COMPANY"), and Xxxxxxx X. Xxxxx (the
"SELLER").
BACKGROUND
1. Seller previously incurred indebtedness in connection with his
earlier investment in the Company, and Seller intends to sell shares of Common
Stock, par value $0.01 per share, of the Company ("COMMON STOCK") in order to
generate $21,341,352.49 of sale proceeds in order that he might have the funds
to repay such indebtedness, the accrued and unpaid interest thereon, and the
amount of estimated tax liability of Seller in connection with such sale (the
number of shares of Common Stock being sold in accordance with this Agreement to
generate such proceeds, the "REPURCHASED SHARES");
2. Seller has requested that the Company agree to purchase from
Seller the Repurchased Shares upon the terms and conditions set forth herein;
3. The Company is willing to purchase the Repurchased Shares from
Seller on the terms of this Agreement and in consideration of Seller extending
the terms of his employment agreement with the Company through the Amendment to
Employment Agreement being entered into at the same time this Agreement is
entered into; and
4. In consideration of the foregoing premises and mutual covenants
contained herein, the parties hereto agree as follows:
ARTICLE I
SALE AND PURCHASE
1.1 AGREEMENT TO SELL AND PURCHASE
On the Closing Date (as defined in Section 1.2), subject to the terms
and conditions of this Agreement, the Seller will sell, assign, transfer and
deliver to the Company, and the Company will purchase from Seller, all of the
Seller's right, title and interest in and to the Repurchased Shares owned by the
Seller for an aggregate purchase price of $21,341,352.49 The number of
Repurchased Shares will be calculated by dividing $21,341,352.49 by the Current
Market Price (as defined in Section 1.3) as the Closing Date.
1.2 THE CLOSING
Unless this Agreement shall have been terminated and the contemplated
transactions shall have been abandoned in accordance with Section 5.1 hereof,
and subject to the terms and conditions of this Agreement, the sale and purchase
of the Repurchased Shares shall take place at a closing (the "Closing") at the
offices of American Axle & Manufacturing Holdings, Inc., 0000 Xxxxxxxx Xxxxxx,
Xxxxxxx, XX 00000-0000 as soon as practicable but no later than January 31, 2001
(the "CLOSING DATE").
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(a) DELIVERIES BY THE SELLER. At or prior to the Closing Date, the
Seller will deliver to the Company, against delivery by the Company of the
purchase price in accordance with Section 1.1, stock certificates representing
the Repurchased Shares, duly endorsed for transfer to the Company by the Seller
or accompanied by stock powers duly executed in favor of the Company, and, in
either case, accompanied by such other documents as may be necessary to transfer
record ownership of such Common Stock on the stock transfer books of the Company
together with evidence of payment of any applicable transfer and documentary
stamp taxes and other fees; and
(b) DELIVERIES BY THE COMPANY. The Company will wire transfer to the
bank account specified in writing by the Seller immediately available funds in
the amount of the purchase price in accordance with Section 1.1, against
delivery by the Seller of certificates representing the Repurchased Shares.
1.3 CURRENT MARKET PRICE
The "Current Market Price" for purposes of this Agreement is the
average closing price of the Common Stock during the last five trading days
ending prior to the Closing Date, as reported on the New York Stock Exchange.
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS OF THE SELLER
The Seller represents and warrants to the Company that:
(a) on the date hereof the Seller has, and on the Closing Date the
Seller will have, good, valid and marketable title to the Repurchased Shares,
free and clear of all adverse claims;
(b) the Seller has sole voting power and sole power of disposition
with respect to all of the Repurchased Shares, with no restrictions on the
Seller's rights of disposition pertaining thereto;
(c) neither the execution, delivery and performance of this Agreement
by the Seller nor the consummation by the Seller of the transactions
contemplated hereby will require any consent, approval or notice under,
constitute a violation of, or default under, or conflict with, any contract,
commitment, agreement, understanding, arrangement or restriction of any kind by
which the Seller is bound;
(d) except as required under the Securities Exchange Act of 1934, as
amended, no consent, approval or authorization of, or exemption by, or filing
with, or notice to, any governmental or regulatory authority is required in
connection with the execution and delivery of this Agreement by the Seller or
the consummation by it of the transactions contemplated hereby;
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(e) this Agreement has been duly executed and delivered by the Seller
and constitutes a legal, valid and binding obligation of the Seller enforceable
against the Seller in accordance with its terms; and
(f) the foregoing representations of the Seller will survive the
Closing.
2.2 REPRESENTATIONS OF THE COMPANY
The Company represents and warrants to the Seller that:
(a) the Company is a corporation duly organized, validly existing and
in good standing under the laws of Delaware;
(b) the Company has all requisite corporate power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated hereby;
(c) neither the execution and delivery of this Agreement by the
Company nor the consummation by the Company of the transactions contemplated
hereby will violate any applicable state law or require any consent, approval or
notice under, constitute a violation of, or default under, or conflict with, any
contract, commitment, agreement, understanding, arrangement or restriction of
any kind by which the Company is bound;
(d) the execution and delivery of this Agreement by the Company and
the consummation by it of the transactions contemplated hereby have been duly
authorized by its Board of Directors, and no other corporate action on the part
of the Company is required therefor;
(e) this Agreement has been duly executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company
enforceable against the Company in accordance with its terms;
(f) except as required under the Securities Exchange Act of 1934, as
amended, no consent, approval or authorization of, or exemption by, or filing
with, or notice to, any governmental or regulatory authority is required in
connection with the execution and delivery of this Agreement by the Company or
the consummation by it of the transactions contemplated hereby; and
(g) the foregoing representations of the Company will survive the
Closing.
ARTICLE III
COVENANTS
3.1 FURTHER ASSURANCES.
Subject to the terms and conditions hereof, the Company and the Seller
agree to use their reasonable efforts to take, or cause to be taken, all action
and to do, or cause to be done, all things necessary, proper or advisable to
consummate and make effective the transactions contemplated hereby. Neither the
Company nor the Seller shall take any action inconsistent with their respective
obligations under this Agreement or which could materially hinder or delay the
consummation of the transactions contemplated hereby.
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ARTICLE IV
CONDITIONS
4.1 CONDITIONS
The respective obligations of each party to effect the Closing under
this Agreement is subject to the satisfaction (or, where permissible, waiver by
the party entitled to the benefits thereof), at or prior to the Closing, of each
of the following conditions:
(a) each of the representations and warranties of the parties
contained herein shall be true in all respects on and as of the Closing Date
with the same effect as though made on and as of the Closing Date, except to the
extent that any such representation or warranty is made as of a specified date,
in which case such representation or warranty shall be true in all respects as
of such specified date;
(b) no preliminary or permanent injunction or other order issued by
any federal or state court of competent jurisdiction in the United States or by
any United States federal or state governmental or regulatory body nor any
statute, rule, regulation or order of any United States, federal or state
governmental authority shall be in effect which restrains, enjoins or otherwise
prohibits the Company or the Seller from purchasing and selling, the Repurchased
Shares.
ARTICLE V
TERMINATION
5.1 TERMINATION
This Agreement may be terminated and the transactions contemplated
hereby may be abandoned at any time prior to the Closing:
(a) by the mutual written consent of the Company and the Seller; or
(b) by the Company or the Seller in writing, if any federal or state
court of competent jurisdiction in the United States or any United States
governmental or regulatory body shall have issued an order, decree or ruling or
taken any other action restraining, enjoining or otherwise prohibiting the
transactions contemplated hereby.
5.2 EFFECT OF TERMINATION
In the event of the termination of this Agreement pursuant to Section
5.1, this Agreement shall be of no further force and effect and there shall be
no liability on the part of the Company or the Seller hereunder.
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ARTICLE VI
MISCELLANEOUS
6.1 SUCCESSORS AND ASSIGNS
This Agreement shall not be assignable by the Seller without the prior
written consent of the Company or by the Company without the prior written
consent of the Seller, except that the Company in its sole discretion may assign
any of its rights under this Agreement to any of its affiliates. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Nothing in this Agreement, express
or implied, is intended to confer on any person other than the parties hereto or
their respective successors and permitted assigns, any rights or remedies under
or by reason of this Agreement.
6.2 AMENDMENTS
No amendment or waiver of any provision of this Agreement shall be
effective unless the same shall be in a writing and signed by or on behalf of
the Company and by or on behalf of the Seller.
6.3 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of New York without regard to the conflicts of law
principles thereof.
6.4 NOTICES
Any notices, requests, demands, waivers and other communications
required or permitted to be given hereunder to the Company shall be addressed to
the Company in care of its Secretary at the principal executive office of the
Company, and any notice required to be given hereunder to the Seller shall be
sent to the Seller's address as shown on the records of the Company.
6.5 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement among the parties
hereto and supersedes any prior agreements and understandings, oral and written,
among the parties hereto with respect to the subject matter hereof.
6.6 COUNTERPARTS
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
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6.7 STATUS OF TRANSACTION
The terms of the Recapitalization and Stock Purchase Agreement, dated
as of September 19, 1997, among the Company (as successor to American Axle &
Manufacturing of Michigan, Inc.), the Seller and the other parties thereto are
hereby amended to provide that the purchase of the Repurchased Shares shall also
be deemed to occur under the terms of and in accordance with such
Recapitalization and Stock Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
AMERICAN AXLE & MANUFACTURING
HOLDINGS, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President & Secretary
Agreed and acknowledged as
of the date first above written:
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
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