EXHIBIT 10.18
CONFIDENTIAL TREATMENT REQUESTED
UNDER C.F.R. SECTIONS
200.80(b)(4), 200.83 and 230.406
**** INDICATES OMITTED MATERIAL THAT
IS THE SUBJECT OF A CONFIDENTIAL
TREATMENT REQUEST FILED
SEPARATELY WITH THE COMMISSION
[AMERICAN AXLE & MANUFACTURING LOGO] PURCHASE ORDER
--------------
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 1 OF 10
--------------------- -------- -------
THIS PURCHASE ORDER NUMBER MUST APPEAR
ON ALL INVOICES, PACKING LISTS, CARTONS
AND CORRESPONDENCE RELATED TO THIS
ORDER.
-------------------------------------------
SUPPLIER: SHIP TO: AMERICAN AXLE & MFG INC
TFD-TONAWANDA FORGE DIRECT
0000 XXXXXXX XXXXXX
XXXXXXXXX, XX 00000
XXXXXX XXXXXX
-------------------------------------------
REPUBLIC ENGINEERED PRODUCTS LLC BILL TO: AMERICAN AXLE & MFG INC
REPUBLIC TECHNOLOGIES INTERNATIONAL ACCOUNTS PAYABLE DEPARTMENT
0000 XXXXXXX XXXXXXX X.X. BOX 12159
AKRON, OH 44333-8367 DETROIT, MI 48212
UNITED STATES UNITED STATES
-------------------------------------------
CUSTOMER ACCT NO. VENDOR NO. DATE OF ORDER/BUYER REVISED DATE/BUYER
01998701-04 605699503 26-OCT-01 XXXXXX, G 13-OCT-04 XXXXXX, G
-------------------- --------- ------------------------------------------- -----------------------------------
PHONE (000) 000-0000 PHONE (000) 000-0000
-------------------------------------------
FAX (000) 000-0000 FAX (000) 000-0000
-------------------------------------------
PAYMENT TERMS SHIP VIA F.O.B.
2ND DAY OF 2ND MONTH ORIGIN
-------------------- -------------------------------------------
FREIGHT TERMS REQUESTOR/DELIVERY CONFIRM TO/TELEPHONE
COLLECT (000)000-0000
-------------------- ------------------------------------------- ------------------------------------
PART NUMBER/
ITEM DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
FOB Point - Xxxxxx Falls, Ohio
****PLEASE REFERENCE THE FOLLOWING ON YOUR PACKING SLIP:
--PURCHASE ORDER NUMBER
--ITEM IDENTIFICATION NUMBER
--SAME UNIT OF MEASURE AS PURCHASE ORDER
PLEASE DIRECT ANY AAM PAYMENT QUESTIONS TO
000-000-XXXX / FAX: 000-000-0000
SUPPLIERS ARE REQUIRED TO COMPLY WITH ALL AAM QUALITY SYSTEM STANDARDS AND
REQUIREMENTS
*************************************************************************
*******************************************************************
Seller will ensure that the goods, services and all related
information covered by this order, including but not limited to design and
manufacturing information, which it receives from Buyer ("Confidential
Information") will be kept in strict confidence. Seller will exercise all
reasonable precautions to prevent unauthorized disclosure of received
Confidential Information to any third party. Seller will not use the
Confidential Information for any purpose other than for executing its
obligations under this purchase order. This provision will survive
cancellation, termination, or expiration of this purchase order.
The Seller agrees to sell and the Buyer agrees to purchase, at
the price(s) and subject to the terms and conditions shown hereon, and by
reference as though typed hereon, the Terms and Conditions of the AAM
quotation supplement attached to the AAM Request for Quotation,
approximately [****]% of Buyers requirements (unless otherwise noted) for
the items listed hereon for the time period shown on this order.
"Suppliers are required to comply with all AAM Quality System
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which TOTAL Continued
Supplier agrees to be
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 2 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
requirements."
Containers and dunnage owned by Buyer may be provided on consignment
to Seller for exclusive use in shipping parts shown hereon to Buyer. Empty
containers will be returned to Seller on consignment, [****]. Seller's use
of said containers must be detailed on all shipping and financial
documents.
Effective with shipments [****] for [****], the following [****] that
apply on all items regardless of melt source.
- No. 1 Dealer Bundles $[****] +/- $[****] ([****])
- Nickel $[****]/pound + / - 0$[****] ([****])
- Moly $[****]/pound + / - 0$[****] ([****])
[****]
Revision 0: Placed part numbers 40014256-CUT and 40014827-CUT on contract
effective [****].
Revision 1: Placed part number 40018712-CUT on contract effective [****].
Price changes effective [****] for 40014256-CUT and 40014827-CUT.
Revision 2: Price changes effective [****] to capture [****] and [****].
Revision 3: Corrected line information - MSQ.
Revision 4: Price change for 40014256-CUT effective [****].
Revision 5: Price changes effective [****] due to [****].
Revision 6: Placed 40022597-CUT on contract effective [****].
Revision 7: Price changes effective [****] due to [****].
Revision 8: Price changes effective [****] for [****].
Revision 9: Price changes effective [****] for [****]. P.O. extended to
[****].
Revision 10: Price change effective [****], P/N 40018712-CUT. See details
under P/N.
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 3 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
Revision 11: Price changes for [****]. See detail under PN
Revision 12: Price change [****] effective [****]. See Price Change detail
on line attachments.
Rev 13: Revision captures [****] effective [****]. See line for detail.
Rev. 14: Part 40025318-cut added to contract [****]. Base price for this
cut piece is $[****] per piece.
Rev 15: Revision captures [****] effective [****].
Rev 16: Extended purchase order expiration date from [****] to [****].
Rev 17: Revision capture [****] effective [****].
Rev 18: Change Duns number from 131722621 to 605699503 to be consistent
across all of Republic's purchase orders effective [****].
Rev. 19: Effective [****], Republic will go to a [****] schedule per
selected part numbers. This is per Republic's request. This applies to all
Republic engineered products purchase orders currently in place with
American Axle and Manufacturing. All non-General Motors Steels would go to
a [****] format effective [****].
Rev 20: Price changed because [****] effective [****].
Rev 21: Price change effective [****] due to [****].
Rev 22: Price change effective [****] due to [****]
Rev 23: Part added to contract P/N # 40028297-CUT. Part added to contract
P/N # 40028298-CUT
Rev 24: Manganese [****] of $[****] ton effective with shipments [****].
Rev 25: Price changes per pound effective [****] due to [****].
Rev 26: Price change per pound effective [****] due to [****].
EFFECTIVE WITH SHIPMENTS DATED [****]
Scrap, nickel, and molybdenum surcharges will be changed to a
[****] format from the previous [****] format.
[****]
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 4 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
[****]
PURCHASE AGREEMENT
Effective From: [****] To: [****] Amount Agreed:
1 40014256-CUT [****] PCS
DIFF SIDE GEAR BILLET
Revision 0: Placed part number 40014256-CUT on contract effective [****]
per [****] for the CD4E, AX4N and AX4S Diff Gears. The minimum lot size is
[****] lbs.
Revision 1: Changed price from $[****] to $[****] effective [****].
Revision 2: Changed price from $[****] to $[****] effective [****]. This
change is to [****].
Revision 3: Changed price from $[****] to $[****] effective [****]. The
new base price of $[****] is effective [****]. The billet weight increased
from [****] to [****] grams. The Cost Request is not complete, but the is
an engineering change.
Revision 5: Price change effective [****] from $[****] to $[****] due to
[****].
Rev 7: Price change effective [****] from $[****] to $[****] due to
[****].
Rev 8: Price change from $[****] to $[****] effective [****] for [****].
Rev 9: Price change from $[****] to $[****] effective [****] for [****].
Rev 11: [****] Base price is $[****] per pound. Price change from $[****]
to $[****] effective [****] for [****].
Rev 12: Price change [****] effective [****]. From $[****] to $[****].
Rev 13: Price change from $[****] to $[****] effective [****] due to
[****].
Rev 15: Price change from $[****] to $[****] effective [****] for [****].
Rev 17: Price change from $[****] to $[****] effective [****] for [****].
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 5 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
Rev 19: Price change from $[****] to $[****] effective [****] due to
[****]. Please note the following Price changes: Price effective [****]
$[****] Price Change effective [****] $[****] Price Change effective
[****] $[****].
Rev 20: Price changed from $[****] to $[****] because [****] effective
[****].
Rev 21: Price change from $[****] to $[****] effective [****] due to
[****].
Rev 22: Price change from $[****] to $[****] effective [****] due to
[****].
Rev 24: [****] price was $[****], now is $[****]. [****] is $[****], now
is $[****]. Due to [****].
Rev 25: Price change from $[****] to $[****] per pound effective [****]
due to [****].
Rev 26: Price change from $[****] to $[****] per pound effective [****]
due to [****].
40014827-CUT PCS [****]
DIFF SIDE GEAR BILLET
2 Revision 0: Placed part number 40014827-CUT on contract effective [****]
per [****] for the CD4E, AX4N and AX4S Diff Gears. The minimum lot size is
[****] lbs.
Revision 1: Changed price from $[****] to $[****] effective [****] per
[****].
Revision 2: Changed price from $[****] to $[****] effective [****]. This
change is to capture the new [****] base price of $[****] and [****].
Revision 5: Price change effective [****] from $[****] to $[****] due to
[****].
Rev 7: Price change effective [****] from $[****] to $[****] due to
[****].
Rev 8: Price change from $[****] to $[****] effective [****] for [****].
Rev 9: Price change from $[****] to $[****] effective [****] for [****].
Rev 11: [****] Base pricing is $[****] per pound. Price change from
$[****] to $[****] effective [****] for [****].
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 6 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
Rev 12: Price change [****] effective [****]. From $[****] to $[****].
Rev 13: Price change from $[****] to $[****] effective [****] due to
[****].
Rev 15: Price change from $[****] to $[****] effective [****] for [****].
Rev 17: Price change from $[****] to $[****] effective [****] for [****]
Rev 19: Price change from $[****] to $[****] effective [****] due to
[****]. Please note the following Price changes: Price effective [****]
$[****] Price Change effective [****] $[****] Price Change effective
[****].
Rev 20: Price changed from $[****] to $[****] because [****] effective
[****].
Rev 21: Price change from $[****] to $[****] effective [****] due to
[****].
Rev 22: Price change from $[****] to $[****] effective [****] due to
[****].
Rev 24: [****] price was $[****] now is $[****]. [****] is $[****], now is
$[****]. Due to [****].
Rev 25: Price change from $[****] to $[****] per pound effective [****]
due to [****].
Rev 26: Price change from $[****] to $[****] per pound effective [****]
due to [****].
40018712-CUT PCS [****]
DIFF PINION BILLET
Rev. 1: Placed part on contract effective [****] per [****] for the CD4E,
AX4N and AX4S MY2002 Programs. The minimum lot size is [****].
Rev. 2: Changed price from $[****] to $[****] effective [****]. This
change is to capture the new [****] base price of $[****] and [****].
3
Rev. 5: Price change effective [****] from $[****] to $[****] due to
[****].
Rev. 7: Price change effective [****] from $[****] to $[****] due to
[****]
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 7 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
[****]
Rev. 8: Price change from $[****] to $[****] effective [****] for [****].
Rev. 9: Price change from $[****] to $[****] effective [****] for [****].
Rev. 10: Price change from $[****] to $[****] effective [****]. Billet
weight change from [****] to [****] grams. New Base Price of $[****] per
piece. [****] is $[****] per piece.
Rev. 11: [****] Base pricing is $[****] per pound. Price change from
$[****] to $[****] effective [****] for [****].
Rev. 12: Price change [****] effective [****]. From $[****] to $[****].
Rev. 13: Price change from $[****] to $[****] effective [****] due to
[****].
Rev. 15: Price change from $[****] to $[****] effective [****] for [****].
Rev. 17: Price change from $[****] to $[****] effective [****] for [****]
Rev. 19: Price change from $[****] to $[****] effective [****] due to
[****]. Please note the following Price changes: Price effective [****]
$[****] [****] Price Change effective [****] $[****] Price Change
effective [****] $[****].
Rev. 20: Price changed from $[****] to $[****] because [****] effective
[****].
Rev. 21: Price change from $[****] to $[****] effective [****] due to
[****].
Rev. 22: Price change from $[****] to $[****] effective [****] due to
[****]
Rev. 24: [****] price was $[****] now is $[****]. [****] is $[****], now
is $[****]. Due to [****].
Rev. 25: Price change from $[****] to $[****] per pound effective [****]
due to [****].
Rev. 26: Price change from $[****] to $[****] per pound effective [****]
due to [****].
40022597-CUT PCS [****]
4
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 8 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
DIFF PINION BILLET
Revision 6: Placed part on contract effective [****] per [****].
Rev 7: No price change effective [****] for [****].
Rev 8: Price change from $[****] to $[****] effective [****] for [****].
Rev 9: Price change from $[****] to $[****] effective [****] for [****].
Rev 11: [****] Base pricing is $[****] per pound. Price change from
$[****] to $[****] effective [****] for [****].
Rev 12: Price change [****] effective [****]. From $[****] to $[****].
Rev 13: Price change from $[****] to $[****] effective [****] due to
[****].
Rev 15: Price change from $[****] to $[****] effective [****] for [****].
Rev 17: Price change from $[****] to $[****] effective [****] for [****]
Rev 19: Price change from $[****] to $[****] effective [****] due to
[****]. Please note the following Price changes: Price effective [****]
$[****] Price Change effective $[****] Price Change effective [****].
Rev 20: Price changed from $[****] to $[****] because [****] effective
[****].
Rev 21: Price change from $[****] to $[****] effective [****] due to
[****].
Rev 22: Price change from $[****] to $[****] effective [****] due to
[****]
Rev 24: [****] price was $[****] now is $[****]. [****] is $[****], now is
$[****]. Due to [****].
Rev 25: Price change from $[****] to $[****] per pound effective [****]
due to [****].
Rev 26: Price change from $[****] to $[****] per pound effective [****]
due to [****].
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 9 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
5 40025318-CUT PCS [****]
DIFF SIDE GEAR BILLET
Rev. 14: Part added to contract Per [****]. Base price for this cut piece
is $[****] per piece.
Rev. 17: Price change from $[****] to $[****] effective [****] for [****]
Rev. 19: Price change from $[****] to $[****] effective [****] due to
[****]. Please note the following Price changes: Price effective [****]
$[****] [****] Price Change effective [****] $[****] Price Change
effective [****].
Rev. 20: Price changed from $[****] to $[****] because [****] effective
[****].
Rev. 21: Price change from $[****] to $[****] effective [****] due to
[****].
Rev. 22: Price change from $[****] to $[****] effective [****] due to
[****]
Rev. 24: [****] price was $[****] now is $[****]. [****] is $[****], now
is $[****]. Due to [****].
Rev. 25: Price change from $[****] to $[****] per pound effective [****]
due to [****].
Rev. 26: Price change from $[****] to $[****] per pound effective [****]
due to [****].
40028297-CUT PCS [****]
6 Diff Side Gear Billet
Rev 23: Added part to contract P/N 40028297-CUT , [****] Base price is
$[****] per piece. [****] price is $[****] per piece.
Rev 24: [****] is $[****], now is $[****]. Due to [****].
Rev 25: Price change from $[****] to $[****] per pound effective [****]
due to [****].
Rev 26: Price change from $[****] to $[****] per pound effective [****]
due to [****].
40028298-CUT PCS [****]
7
DIFF PINION BILLET
Rev 23: Part added to contract P/N # 40028298-CUT. [****] Base price is
$[****] per piece. [****] price is $[****] per
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
PURCHASE ORDER NUMBER REVISION PAGE
141012 26 10 OF 10
[AMERICAN AXLE & MANUFACTURING LOGO]
ITEM PART NUMBER/DESCRIPTION DELIVERY DATE QUANTITY UNIT UNIT PRICE EXTENSION TA
pieces
Rev 24: [****] is $[****], now is $[****]. Due to [****].
Rev 25: Price change from $[****] to $[****] per pound effective [****]
due to [****].
Rev 26: Price change from $[****] to $[****] per pound effective [****]
due to [****].
This transaction is subject to and governed by American
Axle & Manufacturing, Inc.'s Standard Purchase Order
Terms and Conditions, dated January 1, 2001, a copy of
which has been provided to Supplier and by which
Supplier agrees to be TOTAL Continued
