ASSET PURCHASE AGREEMENT

BY AND BETWEEN

AMERICAN AXLE & MANUFACTURING, INC.

AND

GENERAL MOTORS CORPORATION

February 18, 1994

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement ("Agreement") is dated as of February 18, 1994, by and between AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation ("AAM"), and GENERAL MOTORS CORPORATION, a Delaware corporation ("GM").

The purpose of this Agreement is to set forth the terms and conditions applicable to the sale to AAM of the Assets of the Final Drive and Forge Business Unit heretofore conducted by GM through its Saginaw Division and the establishment by AAM and GM of a Strategic Partnership for the production of products formerly manufactured by the Final Drive and Forge Business Unit.

Now, therefore, in consideration of that purpose and for good and valuable consideration had and received and the mutual covenants and agreements hereinafter set forth, AAM and GM agree as follows:

Definitions

The following terms, as used herein, shall have the following meanings whether used in the singular or plural (other terms are defined in Sections to which they pertain):

"AAM" means American Axle & Manufacturing, Inc., a Delaware corporation.

"Affiliate" means a company, partnership or other entity in which a Party owns, directly or indirectly, more than fifty (50) percent of the outstanding capital stock or other equity interests.

"Agreement" means this Agreement including its Exhibits which are incorporated by reference herein.

"Ancillary Agreements" means, collectively, the Ancillary Agreements described in Section 8.1.4.

"Assets" see Section 1.1.

"Assumed Obligations" see Section 3.1.

"Authorized Signatory" means a person with the legal

authority to act for, and whose signature shall be binding upon, a Party.

"Book Value" means the record amount of the Assets as shown on GM's books with inventories valued at the lower of actual cost (including actual burden rates) or market on a first-in, first-out basis and otherwise determined in accordance win generally accepted accounting principles. Certain finished goods inventory will be valued at the selling price.

"Business" means the operations of the Final Drive and Forge Business Unit conducted heretofore and through the Closing by GM from manufacturing facilities located in Detroit, Michigan and Hamtramck, Michigan; Three Rivers, Michigan; Buffalo, New York; and Tonawanda, New York; and the leased office facility located in Saginaw, Michigan.

"Class A Preferred Stock" means AAM's Class A Variable Rate Non-Voting Convertible Preferred Stock, which shall have the terms set forth in AAM's Amended and Restated Certificate of Incorporation attached hereto as Exhibit 8.2.5.

"Class B Preferred Stock" means AAM's Class B 8% Non-Voting Preferred Stock, which shall have the terms set forth in AAM's Amended and Restated Certificate of Incorporation attached hereto as Exhibit 8.2.5.

"Closing" see Section 9.1.

"Contract" see Section 4.1.12.

"EDS" means Electronic Data Systems Corporation, a GM Affiliate.

"Employee Benefit Plan" means any Employee Pension Benefit Plan, Employee Welfare Benefit Plan or any other material vacation, severance, bonus or other benefit plan or program, whether or not subject to ERISA.

"Employee Pension Benefit Plan" has the meaning set forth in ERISA Section 3(2).

"Employee Welfare Benefit Plan" has the meaning set forth in ERISA Section 3(1).

"Environmental Laws" see Section 6.17.A.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Estimated Closing Date Statement" see Section 2.1.1.

"Excess Inventory" means Inventory (excluding Non-Productive Inventory) of which the on-hand quantity exceeds Requirements.

"Excluded Assets" see Section 1.2.

"Final Closing Date Statement" see Section 2.1.1.

"GM" means General Motors Corporation, a Delaware corporation, including its unincorporated division known as the Saginaw Division.

"GMCL" means General Motors of Canada Limited.

"GMCL Facility" means GMCL's facility in St. Catharine's, Ontario, Canada.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended.

"IAM" means the International Association of Machinists.

"including" means including without limitation unless otherwise specifically indicated.

"Inventory" see Section 1.1.2.D.

"knowledge" or "best knowledge" as it relates to the knowledge of GM or any of the Affiliates of GM means the knowledge of the Saginaw Finance Director, the Final Drive and Forge Business Unit Director, and the plant managers at each facility of the Business, after all reasonable inquiry with appropriate personnel of GM with respect to the subject matter involved.

"Non-Productive Inventory" means (i) Inventory of materials consumed in the manufacturing process but not incorporated into the finished products, and (ii) replacement parts used to service machines, both of which are recorded on the balance sheet of GM as an asset.

"Obsolete Inventory" means inventory for which no Requirements exist.

"Party" or "Parties" means AAM or GM or both.

"Permitted Encumbrances" see Section 4.1.4.C.

"Preferred Stock" means, collectively, the Class A Preferred Stock and the Class B Preferred Stock.

"Purchase Price" see Section 2.1.

"Real Property" see Section 1.1.1.

"Requirements" means the quantity of Inventory, excluding Non-Productive Inventory, necessary to meet all GM's requirements, including the GM parts and service organization, over the 6 months following the date of the Closing.

"Saginaw Sublease" see Section 8.1.9.

"Strategic Partnership" has the meaning set forth in the letter attached hereto as Exhibit 1.1; provided, however, that such term does not mean and shall not be deemed to imply that any partnership (as such term is understood under applicable partnership law) exists between GM or any of its Affiliates and AAM with respect to the imposition of liability to third parties including, with respect to tax matters; and neither AAM nor GM or any its Affiliates shall have the authority to legally bind or create any obligation on behalf of the other.

"Taxes" means any federal, state, local or foreign tax or assessment (including any interest or penalties).

"Tax Return" means any return, declaration, report, claim for refund or information return or statement, or any other similar filings, related to Taxes, including any schedule or attachment thereto.

"Technical Documentation" see Section 1.1.3.C.

"Transfer Documents" see Section 8.1.3.

"UAW" means the International Union, United Automobile, Aerospace, and Agricultural Implement Workers of America.

I. CONVEYANCE OF THE ASSETS

1.1. Assets. Upon the terms and subject to the conditions of this Agreement, at Closing GM shall sell, transfer, assign, convey and deliver to AAM, and AAM shall purchase, accept and acquire from GM, all of GM's right, title and interest in and to all of the assets, properties and rights (contractual or otherwise), exclusively used in or relating to the Business of

every kind, nature and description, real, personal and mixed, tangible and intangible, known or unknown, wherever located (collectively, the "Assets"), except for the Excluded Assets described in Section 1.2, including the following:

1.1.1. Real Property. Fee simple title to all real property owned by GM and utilized in the Business, consisting of all interests of GM in the real property described or shown on Exhibit 1.1.1 attached hereto and made a part hereof, or, in the case of the Tonawanda, New York facility, the real property to be transferred to AAM as set forth in Exhibit 7.4, together with all appurtenant rights, buildings, fixtures and improvements situated thereon, thereunder or therein (collectively, the "Real Property"). Specifically, the Real Property shall include (i) good, valid and marketable indefeasible fee simple absolute title to each of the Detroit and Three Rivers, Michigan, and Buffalo, New York, properties described or shown on Exhibit 1.1.1., as well as the Tonawanda, New York property, as described on Exhibit 7.4, in each case free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature other than Permitted Encumbrances (as defined in Section

4.1.4.), and (ii) all of GM's right, title, estate and interests in and to the real property leases listed in Exhibit 1.1.2.C. A current land survey showing improvements and easements on the owned Real Property will be provided prior to date of the Closing as more fully set forth in Section 7.3.A. The parties acknowledge that due to lack of timely availability of definitive surveys for each property, the descriptions and drawings constituting Exhibit 1.1.1 may be imprecise. Accordingly, the parties agree that prior to Closing, with each party acting reasonably and in good faith, definitive legal descriptions for each property shall be prepared in the case of the Tonawanda property and finalized as to the Detroit, Three Rivers and Buffalo properties based on the final accepted surveys described in Section 7.3. The parties further agree that the Assets shall include a subleasehold estate in favor of AAM for up to three full floors of the so-called Towers Building in Saginaw, Michigan presently prime leased by GM from an independent third party prime landlord. An acceptable Saginaw Sublease shall be finalized as a condition to Closing as set forth in
Section 8.1.9.

1.1.2. Personal Property.

A. All machinery and equipment, including material handling equipment, business machines, furniture, fixtures, tooling, testing equipment, in-factory vehicles, trucks, expense materials, model shop equipment, in-process containers, laboratory test equipment and fixtures (including those located at the Trilon test facility in Saginaw, Michigan),

supplies, stores, hardware, office equipment, and other tangible personal property (including replacement, spare and maintenance parts designed for use with the Assets of the Business) owned by GM at the date of the Closing, and used exclusively in the current manufacture of products at or for the Business or otherwise used exclusively in the Business, whether located on or near the Real Property or at the place of business of a vendor, including those items listed in Exhibit 1.1.2. A.

B. All records located at the Real Property or related exclusively to the Business as of the Closing, but excluding any records which are subject to any privilege of the nature described on Exhibit 1.1.2.B. which would be lost if such records were transferred to AAM, a list of which will be delivered to AAM prior to Closing and excluding all GM internal environmental audit reports other than those referred to in Article VI hereof, all environmental bulletins prepared by GM and provided to the Business prior to the Closing, EMIS software and documents and Purdue University course materials.

C. Subject to Article III, all claims and rights under contracts, agreements, contract rights, real and personal property leases, license agreements, franchise rights and agreements, policies, purchase and sales orders, quotations and executory commitments, instruments, guaranties, indemnifications, arrangements, and understandings of GM or any of its Affiliates (except EDS), whether oral or written, to which GM or any of its Affiliates (except EDS) is a party and relating exclusively to

the Business, including the Contracts listed on Exhibit 1.1.2.C., but excluding the contracts listed on Exhibit 3.1.

D. All inventory, including raw materials, component parts, work-in-process, Non-Productive Inventory and finished products owned by GM as of the date of Closing relating exclusively to the Business and whether or not reflected as assets on the books of the Business, wherever such inventories may be located, other than Excess Inventory and Obsolete Inventory (collectively "Inventory").

1.1.3. Patents and Technical Information.

A. The patents listed in Exhibit 1.1.3, subject, however, to the reservation to GM or any of its Affiliates of a non-exclusive, non-transferable, royalty-free and irrevocable license for all purposes other than to make, have made, use or sell items which GM is obligated to purchase exclusively from AAM pursuant to the Component Supply Agreement, substantially the form of which is attached hereto as Exhibit 8.1.4.D. (the "Component Supply Agreement"), and for all purposes without limitation whatsoever upon expiration of the term or termination of the Component Supply Agreement relative to any Family or Families (as defined in the Component Supply Agreement) of products.

B. A non-exclusive, royalty-free and irrevocable license under all patents owned by GM and its Affiliates (other than EDS) which pertain, but not primarily, to the design or manufacture of the products of the Business (including

components, parts and accessories designed or manufactured by Affiliates, subsidiaries, divisions or units of GM other than the Business heretofore conducted by GM through its Saginaw Division) to make, have made, use and sell the products of the Business and any other products developed or otherwise acquired by AAM. Unless otherwise agreed to by GM in writing, the license granted by this clause shall be sublicensable to third parties only to make, have made, use, and/or sell to or on behalf of AAM.

C. All documented technical information ("Technical Documentation") currently in the files of the Business and owned by GM and its Affiliates (other than EDS) which pertains to the design or manufacture of the products of the Business (exclusive of components, parts and accessories designed or manufactured by Affiliates, subsidiaries, divisions or units of GM other than the Business as heretofore conducted by GM through its Saginaw Division); provided, however, that GM and its Affiliates may retain copies of such Technical Documentation and a nonexclusive, non-transferable, royalty-free and irrevocable license for all purposes other than to make, have made, use and sell items which GM is obligated to purchase exclusively from AAM pursuant to the Component Supply Agreement and for all purposes without limitation whatsoever upon expiration of the term or termination of the Component Supply Agreement relative to any Family or Families (as defined in the Component Supply Agreement) of products.

D. A non-exclusive, royalty-free and irrevocable license under all Technical Documentation currently in the files

of or available to the Business and owned by GM and its Affiliates (other than EDS) which relates, but not primarily, to the design or manufacture of the products of the Business (including components, parts and accessories designed or manufactured by Affiliates, subsidiaries, divisions or units of GM other than the Business heretofore conducted by GM through its Saginaw Division) to use such Technical Documentation to make, have made, use and sell the products of the Business and any other products developed or otherwise acquired by AAM. Unless otherwise agreed to by GM in writing, the license granted by this clause shall be sublicensable to third parties only to make, have made, use, and/or sell to or on behalf of AAM.

1.1.4. Government Licenses, Permits and Approvals. All franchises, licenses, permits, consents, authorizations, approvals and certificates of any regulatory, administrative or other government agency or body issued to GM and that are currently used or will be used at the time of the Closing for the purpose of carrying on the Business or that relate to the Assets, including those listed in Exhibit 1.1.4 (the "Permits"), to the extent that GM or any of its Affiliates has the power, authority or right to transfer or assign such licenses, permits or approvals.

1.1.5. Administrative Assets. All of the books and records of GM relating exclusively to the Business or the Assets (exclusive of any such item subject to a privilege, the nature of which is identified on Exhibit 1.1.2.B. and a list of which will be delivered to AAM prior to the date of Closing), including

advertising and promotional materials, catalogues, price lists, correspondence, mailing lists, customer lists, vendor lists, photographs, production data, sales materials and records (regardless of the media on which they are stored), purchasing materials and records, personnel records of employees (subject to
Section 1.2.1), labor relations records, manufacturing and quality control records and procedures, research and development files extant at the Real Property or located outside the Real Property if such files relate exclusively to the patents listed in Exhibit 1.1.3 or products manufactured by the Business, records, data and laboratory books, billing records, accounting records, sale order files, tool routings, labor routings, inspection processes and equipment lists, picture process sheets, process procedures, equipment prints and specifications, facility blueprints, service blueprints and plant layouts and environmental records and reports (excluding all GM internal environmental audit reports other than those referred to in Article VI hereof, all environmental bulletins prepared by GM and provided to the Business prior to the Closing, EMIS software and documents and Purdue University course materials). GM shall make such information available to AAM in machine readable form to the extent it is in GM's files in such form.

1.1.6. Legal Claims. All actions, causes of action, judgments and claims or demands exclusively in favor of the Business of whatever kind or description, but excluding any such actions, causes of action, judgments, claims or demands which are

the subject of litigation commenced by or against GM or a GM Affiliate prior to the date of Closing.

1.1.7. Emission Credits. All emission offsets and emission reduction credits which have accrued as a result of changes in operations or the shutdown of equipment or processes of the Business, to the extent such credits can be transferred by GM.

1.2. Excluded Assets. Notwithstanding anything to the contrary in Section 1.1 of this Agreement, the following rights, properties and assets ("Excluded Assets") shall not be included in the sale of Assets:

1.2.1. Personnel and Medical Records. All personnel and medical records of employees and retired former employees of GM who worked at any time for any reason at the Business for whom a record exists on the date of the Closing; provided, however, AAM will be provided the originals of all personnel and medical records of former GM employees who have accepted employment with AAM. Upon written request of GM, AAM shall promptly provide copies of any and all of these records to GM, at GM's sole expense. AAM hereby agrees to provide all GM employees who have accepted employment with AAM with written notice that AAM has requested GM to deliver such employees' personnel and medical records to AAM. If, within fourteen (14) days after receiving such notice, an employee notifies GM of his objection to having his medical records delivered to AAM, such employee's medical records may be retained by GM.

1.2.2. Dispositions. All of the inventories, products, rights, properties and assets of the Business which shall have been transferred or disposed of by GM prior to Closing in the ordinary course of business; provided that (i) none of the Real Property shall be transferred or encumbered without the prior written consent of AAM, and (ii) the Saginaw Prime Lease shall not be terminated or extended or amended in a manner which adversely affects the Saginaw Sublease without the prior written consent of AAM.

1.2.3. Trademarks. All GM trademarks, trade names and service marks, provided, however, AAM may sell or dispose of any existing Inventory of products bearing any GM trademark or related corporate name or trade name.

1.2.4. Third Party and GM Assets. All assets located at the Real Property owned by third parties, including EDS, listed in Exhibit 1.2.4, and that property of GM located at the Real Property and listed on Exhibit 1.2.4. Data processing hardware, software and know-how owned by EDS will be transferred, or the use thereof licensed, to AAM under the Agreement for Information Technology, attached hereto as Exhibit 8.1.4.I. Any property of GM listed on Exhibit 1.2.4. shall be provided by GM to AAM at no charge and GM agrees to keep such property in good working condition and to maintain such property at such levels as are reasonably necessary for AAM to provide to GM the services contemplated by the Component Supply Agreement.

1.2.5. Cash, Cash Equivalents and Accounts Receivable. All cash, bank accounts, cash equivalents and accounts receivable of the Business as of Closing.

1.2.6. Vehicles. All GM company vehicles, other than those listed on Exhibit 1.1.2.A.

1.2.7. Tax Refunds. Any refund of Taxes, or claim for refund of Taxes, of any kind relating to any period on or prior to the date of the Closing, and any deferred Tax assets of GM.

1.2.8. Litigation Matters. All actions, causes of action, judgments, claims or demands which are the subject of litigation commenced by or against GM or a GM Affiliate on or prior to the date of Closing.

1.2.9. EMIS. GM's environmental management information systems, computer software and related documentation.

1.2.10. Excluded Contracts. The contracts listed on Exhibit 3.1.

1.3. Exhibits. While the various Exhibits to this Agreement are intended to be complete, to the extent that any Assets are intended to be transferred to AAM pursuant to Section 1.1., or not retained by GM pursuant to Section 1.2., but do not appear on the applicable Exhibits, such Assets shall be the property of AAM. On and after the Closing, GM shall prepare, execute and deliver, at GM's expense, such further instruments of conveyance, sale, assignment or transfer, and shall take or cause to be taken such other or further action, as AAM shall reasonably request at any time or from time to time in order to perfect, confirm or evidence in AAM title to all or any part of the Assets

or to consummate, in any other manner, the terms and conditions of this Agreement. Should it be determined after the date of the Closing that property, books, records or other materials that were not intended to be transferred to AAM were transferred, AAM shall promptly return them at no cost to GM.

1.4. Nonassignable Permits, Licenses, Leases and Contracts.

1.4.1. Nonassignability. Except as otherwise provided in Section 1.4.3., to the extent that any contract or other agreement listed on Exhibit 1.1.2.C. or any license, permit or approval or any other contract, agreement or commitment included in the Assets is not capable of being assigned, transferred or subleased by the Closing without the consent or waiver of the issuer thereof or the other party thereto or any third party (including a governmental entity), or if such assignment, transfer or sublease or attempted assignment, transfer or

sublease would constitute a breach thereof, or a violation of any law, decree, order, regulation or other governmental edict, this Agreement shall not constitute an assignment, transfer or sublease thereof, or an attempted assignment, transfer or sublease thereof, unless any such consent or waiver is obtained.

1.4.2. GM to Use All Reasonable Efforts. GM shall, at its sole expense, use all reasonable efforts, and AAM shall cooperate with GM, to obtain the consents and waivers and to resolve the impediments to assignment referred to in Section 1.4.1, and to obtain any other consents and waivers necessary to convey to AAM any other of the Assets; provided, however, that

neither GM nor AAM shall be obligated to pay any consideration therefor to the party from whom the consent or waiver is requested.

1.4.3. Consents Required of GM or Its Affiliates. Without limiting the generality of Section 1.4.2, GM shall, at its sole expense, obtain the consents and waivers and resolve the impediments to any assignment referred to in Section 1.4.1 with respect to which GM or any Affiliate (other than EDS) of GM is the party from whom consent is required.

1.4.4. If Waivers or Consents Cannot be Obtained. To the extent that the consents and waivers referred to in Section 1.4.1 are not obtained by GM, or until the impediments to transfer referred to therein are resolved, GM shall, during the two (2) year period commencing with the Closing, use all reasonable efforts, at its expense, to (i) provide to AAM the benefits of any permit or approval and of any contract, license or other agreement, all as referred to in
Section 1.4.1, to the extent involving the Business, (ii) cooperate in any reasonable and lawful arrangement designed to provide such benefits to AAM, without incurring any financial obligation to AAM other than to provide such benefits, and (iii) enforce for the account of AAM any rights of GM arising from the licenses, permits and approvals and the contracts or other agreements referred to in Section 1.4.1 against such issuer thereof or other party or parties thereto (including the right to elect to terminate in accordance with the terms thereof on the advice of AAM). At the end of such two (2) year period, GM shall have no further obligations

hereunder with respect to such licenses, permits and approvals and such contracts and other agreements and the failure to obtain any necessary consent or waiver with respect thereto shall not be a breach of this Agreement.

1.4.5. Obligation of AAM to Perform. To the extent that AAM is provided the

benefits pursuant to Section 1.4.3 of any license, permit or approval or any contract or other agreement, AAM shall perform, on behalf of GM, for the benefit of the issuer thereof or the other party or parties thereto the obligations of GM thereunder or in connection therewith, but only to the extent that (i) such action by AAM would not result in any material default thereunder or in connection therewith, and (ii) such obligation would have been an obligation assumed by AAM pursuant to Article III but for the nonassignability or nontransferability thereof, and if AAM shall fail to perform to the extent required herein, GM, without waiving any rights or remedies that it may have under this Agreement, may suspend its performance under Section 1.4.3 in respect of the instrument which is the subject of such failure to perform unless and until such situation is remedied.

1.5. St. Catharine's Equipment. Title to and delivery of the St. Catharine's equipment shall occur on the date and in the manner set forth in the Option to Purchase Equipment Agreement to be executed by GM, the form of which is attached hereto as Exhibit 8.1.4.E. (the "St. Catherine's Option Agreement").

II. PURCHASE PRICE.

2.1. Purchase Price. The purchase price (the "Purchase Price") for the Assets shall be equal to the sum of:

(i) one hundred percent (100%) of the Book Value of the Inventory, (excluding Excess Inventory and Obsolete Inventory) less Seven Million Dollars ($7,000,000) (the "Inventory Purchase Price"), plus

(ii) interest, at the rate of 6% per annum, for a period of twenty-five
(25) days on the aggregate amount of the accounts receivable of Ford, Isuzu and New Venture Gear outstanding on the date of the Closing, plus

(iii) Two Hundred Million Dollars ($200,000,000) by the delivery by AAM of Class A Preferred Stock, plus

(iv) Five Hundred Thousand Dollars ($500,000) by the delivery by AAM of Class B Preferred Stock.

The Inventory Purchase Price shall be subject to revaluation as provided in
Section 2.1.1 and shall be payable as provided in Section 2.2. The amounts set forth in subsections (ii), (iii), and (iv) above shall be payable as provided in
Section 2.2. The Purchase Price shall be allocated among the Assets as provided in Section 2.3.

2.1.1. Determining Inventory Purchase Price.

A. GM shall deliver to AAM, on the date of the Closing, an estimated statement of the Book Value of the Inventory (excluding Excess Inventory and

Obsolete Inventory) to be transferred as of the close of business on the date of the Closing (the "Estimated Closing Date Statement"), which statement shall be based on the physical audit of the Inventory described herein. During the week of December 27, 1993, GM, at its sole

expense, conducted a physical audit of the Inventory in accordance with procedures agreed upon by the parties. AAM had representatives present to observe the physical audit. By May 2, 1994, GM shall prepare and deliver to AAM a statement of Inventory as of the date of closing (excluding Excess Inventory and Obsolete Inventory) (the "Closing Date Statement"), which statement shall be prepared in accordance with generally accepted accounting principles applied on a consistent basis, and shall be accompanied by an audit report of the firm of Deloitte & Touche stating that (i) examination of the Closing Date Statement has been made in accordance with generally accepted auditing standards, and (ii) in their opinion, the Closing Date Statement has been prepared in accordance with generally accepted accounting principles applied on a consistent basis. GM shall pay the expenses of Deloitte & Touche in connection with such audit report.

B. During the period between the date of the Closing and May 2, 1994, AAM and its accountants shall be permitted to review with GM and its accountants the proposed Closing Date Statement, and AAM and its accountants shall on and after the date of the Closing have full access upon reasonable notice and at all reasonable times during normal business hours to the work papers and supporting records of GM and its accountants so as to pc.mit AAM and its accountants to make copies of such work papers and supporting records and to allow AAM to become informed concerning all matters relating to the preparation of the Closing Date Statement and the accounting

procedures, methods, tests and approaches being utilized in connection therewith. If AAM does not notify GM that in AAM's judgment modifications to the Closing Date Statement are required within thirty (30) days after its receipt, AAM shall be deemed to have accepted the Closing Date Statement and such Statement shall be deemed to be the Final Closing Date Statement (as defined below); provided, however, that such deemed acceptance of AAM shall not modify or alter the representations and warranties of GM contained in this Agreement. If within thirty (30) days after the Closing Date Statement is delivered to AAM by GM, AAM notifies GM that in AAM's judgment modifications are required to be made in order for the Closing Date Statement to present fairly the Book Value of the Inventory (excluding Excess Inventory and Obsolete Inventory), the Closing Date Statement shall be so modified unless within fifteen (15) days after receipt of notice from AAM that modifications should be made, GM notifies AAM of GM's disagreement with respect to any of the modifications. GM and AAM shall

have fifteen (15) days to resolve the items of disagreement. If the items of disagreement cannot be resolved in such fifteen (15) day period, the modifications subject to such disagreement shall be determined by Arthur Andersen & Co. (the "Independent Public Accountant") in accordance with the terms of this Agreement, on the basis of such procedures as the Independent Public Accountant, in its sole judgment, deems applicable and appropriate, taking into account the nature of the issues, the amount(s) in dispute and the respective positions asserted by the parties. The Independent Public Accountant shall

review only the matters in dispute and as promptly as practicable deliver to GM and AAM a statement in writing setting forth its determination as to the proper treatment of the modifications as to which there was disagreement, and such determination shall be final and binding upon the parties hereto without any further right of appeal. All charges of the Independent Public Accountant incurred in making such determination shall be borne equally by GM and AAM. The Closing Date Statement as accepted by AAM, with such changes, if any, as have been agreed to by GM or determined by the Independent Public Accountant, or both, shall be hereinafter referred to as the Final Closing Date Statement.

2.1.2. Pre-Closing Expenses.

A. AAM shall be reimbursed by GM for costs, liabilities and expenses with respect to the Business relating to periods prior to the Closing paid or to be paid by AAM, excluding, however, any costs or expenses incurred by AAM on or prior to the date of Closing relating to the acquisition of the Business. All such costs, liabilities and expenses shall be prorated as of the Closing and paid by GM on demand when and as the same become due and payable. Prorations with respect to real estate taxes are provided for in Section 7.5.

2.2. Payment of Purchase Price.

A. On the date of the Closing, AAM shall (i) deliver to GM a promissory note (the "Estimated Note") in an amount equal to the estimated Inventory Purchase Price (based on the Estimated Closing Date Statement), (ii) pay by wire transfer an amount equal to the interest payable under subsection 2.1 (ii)

to the account of GM's Asset Sale Account at Citibank, New York City, Account No. 4063-7874, (iii) issue to GM 13,334 shares of the Class A Preferred Stock, and (iv) issue to GM 50 shares of the Class B Preferred Stock.

B. Within ten (10) days after the acceptance and approval by AAM of the

Final Closing Date Statement or the final resolution by the Independent Public Accountant of any disagreement of the Parties with respect to the Final Closing Date Statement in accordance with Section 2.1.1.B., GM shall return to AAM the Estimated Note and AAM shall deliver to GM a replacement promissory note (the "Replacement Note") having a principal amount equal to the amount of the Book Value of the Inventory set forth in the Final Closing Date Statement as approved by AAM or determined by the Public Accountant less Seven Million Dollars ($7,000,000).

2.3. Allocation of Purchase Price. The parties hereby agree to allocate the portion of the Purchase Price allocable to the Buffalo, New York, property and the Tonawanda, New York, property in accordance with the amounts specified on the Valuation Agreement attached as Exhibit 7.6.C. The Parties shall endeavor to agree on an allocation of the remainder of the Purchase Price and the Assumed Obligations among the Assets within one hundred eighty (180) days following the Closing. In the event the Parties cannot agree upon the allocation of the remainder of the Purchase Price and the Assumed Obligations among the Assets, each Party shall use its own allocation of the Purchase Price and the Assumed Obligations for all purposes, and

neither Party shall be bound to utilize the allocation determined by the other Party except as otherwise provided in the first sentence of this Section 2.3.

III. ASSUMPTION OF OBLIGATIONS: NON-ASSUMPTION OF LIABILITIES.

3.1. Assumption of Certain Obligations. At and as of the Closing, except as set forth on Exhibit 3.1, AAM shall assume and agree to perform all of the obligations of GM under all contracts, leases, and other commitments listed on Exhibit 1.1.2.C., all other contracts, leases, and other commitments of GM with respect to the Business, no one of which will involve the expenditure after the date hereof by any party thereto of $100,000 or more in the aggregate, and licenses and permits listed on Exhibit 1.1.4. after the date of the Closing to the extent the same arise and are first required to be performed after the date of the Closing (the "Assumed Obligations").

3.2. Non-Assumption of Liabilities. With the exception of the Assumed Obligations, AAM shall not by the execution and performance of this Agreement, or otherwise, assume or otherwise be responsible for any liability or obligation of any nature of GM or any of its Affiliates, or claims of such liability or obligation, matured or unmatured, liquidated or unliquidated, fixed or contingent, or known or unknown, whether arising out of occurrences prior to, on or after the date hereof, including those arising from: (i) any occurrence or circumstance (whether known or unknown) which occurs or exists prior to, on or after the date hereof and which constitutes, or which by the lapse of time or delivery of notice (or both) would constitute, a

breach or default under any lease, contract, instrument or agreement of GM or any of its Affiliates (whether written or oral); (ii) any injury to or death of any person or damage to or destruction of any property, arising out of the occurrence of any event on or prior to the date of the Closing, regardless of whether such injury, death, damage or destruction occurs prior to, on or after the date of the Closing and whether based on GM's or any of its Affiliates' negligence, breach of warranty, breach of contract, products liability, strict liability or any other theory; (iii) any violation of the requirements of any governmental authority or of the rights of any third person; (iv) subject to
Section 11.14, any liabilities, obligations or commitments for Taxes of GM or any of its Affiliates or predecessors, or any other liabilities, obligations or commitments for Taxes arising with respect to the conduct of the Business or the ownership of the Assets on or prior to the date of Closing; or (v) any employee benefit plan or any other fringe benefit program maintained by GM or any of its Affiliates or to which GM or any of its Affiliates contributes or any contributions, benefits or liabilities therefor or any liability for GM's or any of its Affiliates' withdrawal or partial withdrawal from, or termination of, any such plan or program or any liability of GM or any of its Affiliates for severance pay, vacation pay or any other type of compensatory arrangement with employees or former employees. This Section 3.2 shall not relieve the parties of their obligations under Articles V or VI.

IV. REPRESENTATIONS AND WARRANTIES.

4.1. Representations and Warranties of GM. GM represents and warrants to AAM as follows:

4.1.1. Corporate Data. GM is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power to own, hold or lease the Assets and to carry on the Business as presently conducted.

4.1.2. Authority; Binding Effect. GM has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herein and therein. The execution, performance and consummation of this Agreement and the Ancillary Agreements have been duly authorized by all necessary action on the part of GM and its Affiliates. This Agreement is, and the Ancillary Agreements will be when executed and delivered, valid and legally binding obligations of GM and its Affiliates, enforceable against GM and its Affiliates in accordance with their respective terms.

4.1.3. Qualification. GM or an appropriate GM Affiliate is duly qualified or licensed and in good standing as a corporation, duly authorized to do

business in all jurisdictions, including the states of Michigan and New York, where it owns or leases real property or maintains stocks of business inventories relating to the Business, or where the failure so to qualify or to be so licensed would have a material adverse effect on the

condition, assets, revenues, business, operations or affairs (financial and otherwise) of the Business.

4.1.4. Title to Assets, etc.

A. Title. GM has good and marketable title to the Assets (excluding the Real Property, the title to which is addressed in Section 4.1.4.C. below), free and clear of any mortgage, pledge, lien, security interest or encumbrance. The Assets referred to in Section 1.1, and all assets referred to in Section 1.2 and defined as Excluded Assets constitute all of the properties and assets that GM uses or holds exclusively in connection with the Business, and, except for additions and dispositions in the ordinary course of business, such Assets and Excluded Assets include all properties and assets the use of which are necessary for the continued conduct of the Business after the Closing as it is now being conducted.

B. Nonconforming Use. GM has no knowledge and no reason to believe that the current use of property, plant or equipment included in the Assets is dependent on any nonconforming use or other permit.

C. Title and Condition of Real Property. Except as set forth in Exhibit
4.1.4. (the "Permitted Encumbrances") and as to real property leased pursuant to real property leases listed on Exhibit 1.1.2.C., GM has good, valid, marketable and insurable indefeasible fee simple title to the Real Property. The Real Property constitutes all of the real estate now used in and necessary for the conduct of the business of GM as presently conducted at the Detroit and Three Rivers, Michigan, and Buffalo,

New York, sites and at the Forge Facility at Tonawanda, New York, respectively. Except as set forth in Exhibit 4.1.4, the Real Property is held free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature whatsoever, including (i) rights or claims of parties in possession; (ii) easements or claims of easements not shown by public records or the Surveys; (iii) encroachments, overlaps, boundary line or water drainage disputes except as set forth on the Surveys; (iv) any lien or right to a lien for services, labor or material furnished; (v) special tax or other assessments;
(vi) options to purchase, leases, tenancies, or land contracts; (vii) contracts,

covenants, or restrictions which restrict the use of the Real Property in a manner inconsistent with the present use; and (viii) to GM's knowledge, violations of zoning, fire, safety, building, and other laws, ordinances and regulations applicable to the Real Property, excluding pollution and environmental control laws, ordinances and regulations. Exhibit 1.1.1 contains or shows by description or drawing each parcel of real property owned or used by GM in the conduct of its business at Detroit and Three Rivers, Michigan, and Buffalo, New York, and Exhibit 7.4 contains a description of real property owned or used by GM in the conduct of its business at Tonawanda, New York, respectively. To GM's knowledge, except as set forth on Exhibit 4.1.4.C., there are no hidden material structural defects in the exterior walls or the interior bearing walls, the foundation or the roof of any plant, building, garage or other such structure located on the Real Property and the electrical, plumbing and heating systems,

and the air conditioning system, if any, of any such plant, building, garage or structure are in reasonable operating condition in light of their age and prior use. Except as may be disclosed on Exhibit 4.1.4., the Company owns all oil, gas and other minerals in, on or under the Real Property and all rights with respect thereto and no other person or entity has any right or interest with respect thereto. To GM's knowledge, the utilities servicing the Real Property are adequate to permit the continued operation of the Business and there are no pending or threatened zoning, condemnation or eminent domain proceedings, building, utility or other moratoria, or injunctions or court orders which would materially affect such continued operation. GM has used all reasonable efforts to furnish or make available to AAM copies of all unrecorded easements, books, records, plans, specifications, blue prints, reports and other writings and drawings in its control or possession which relate exclusively to the Real Property (excluding all GM internal environmental audit reports other than those referred to in Article VI hereof, all environmental bulletins prepared by GM and provided to the Business prior to the Closing, EMIS software and documents and Purdue University course materials).

4.1.5. Condition of Assets, Inventories, etc.

A. EXCEPT FOR SUCH WARRANTIES AND REPRESENTATIONS SET FORTH IN ANY SECTION OR PROVISION OF THIS AGREEMENT OR IN ANY OF THE TRANSFER DOCUMENTS PURSUANT TO WHICH THE ASSETS WILL BE TRANSFERRED TO AAM, THE ASSETS ARE SOLD AND FURNISHED "AS IS, WHERE IS" AND WITH ALL FAULTS AND WITHOUT ANY REPRESENTATION OR

WARRANTY OF ANY NATURE WHATSOEVER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, AND IN PARTICULAR WITHOUT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A

PARTICULAR PURPOSE; and except as otherwise expressly provided for in this Agreement and/or the Transfer Documents, GM disclaims and AAM hereby waives any obligation, liability, right, claim or demand in contract, tort (including negligence and patent infringement), strict liability or otherwise with respect to the condition of the Assets. Without limiting the generality of the foregoing, AAM acknowledges and agrees that except for such warranties and representations expressly set forth in any Section or provision of this Agreement: (i) GM neither represents nor warrants that the Assets or any part thereof sold under this Agreement will operate satisfactorily, (ii) GM shall have no liability or responsibility for the condition and/or operation of the Assets after transfer to AAM, and (iii) AAM is purchasing the Assets based solely upon its own inspection, evaluation, review and analysis and AAM assumes the entire risk associated with such inspection, evaluation, review and analysis being incomplete or inaccurate.

B. All of the Inventory, other than Excess Inventory and Obsolete Inventory, (i) consists of a quality and quantity usable and saleable in the ordinary and usual course of business; and (ii) has been valued on a first-in, first-out basis at the lower of actual cost (including actual burden rates) or market price with certain finished goods inventory valued at the selling price.

4.1.6. Litigation, Investigation or Inquiries. Exhibit 4.1.6 describes all pending litigation relating to the Business and to which GM or any of its Affiliates is named as a party. Except as identified in Exhibit 4.1.6, neither GM nor any Affiliate of GM is subject to any outstanding judgment, order, decree, arbitral award, stipulation or injunction which restrains, prohibits or declares illegal or questions the validity, or imposes or would impose substantial damages in connection with this Agreement, any of the Ancillary Agreements or any of the transactions contemplated hereby or thereby. Except as set forth on Exhibit 4.1.6, there is no claim, suit, action, litigation or proceeding, of any nature, civil, criminal, regulatory or otherwise, in law or in equity, and there are no proceedings or governmental investigations before any commission, court, arbitrator or governmental or other administrative agency, instrumentality or authority, filed, pending, or, to GM's knowledge, threatened against or affecting GM or its Affiliates, in each case which could have an adverse effect on the ability of GM to perform its obligations under this Agreement or any of the Ancillary Agreements or on the consummation of the transactions contemplated by this Agreement or on the ability of AAM to conduct the Business as it is presently being conducted. Further, except as set forth in Exhibit 4.1.6, there are no pending citations, notices of violation, fines or penalties heretofore asserted against GM, nor, to GM's knowledge, does there exist any notice of any threats of citations, fines or penalties, which affect the Business or the Assets under any

federal, state or local law relating to occupational health or safety, which remain unpaid or which otherwise encumber the Assets. GM has cured, or is in the process of resolving or curing, any defect or problem which resulted in the issuance of any such citation, fine or penalty. Further, AAM acknowledges that it is receiving the assets "as is", however, GM agrees to pay any Federal Occupational Safety and Health Administration (or State equivalent) losses, expenses or penalties resulting from or relating to any defects or problems cited on or before the 30th day following the date of Closing which become a Final Order. This agreement to pay by GM does not include fines which are the result of AAM's failure to enforce existing safety rules or OSHA or state equivalent standards, rules, regulations and orders, which shall be the sole responsibility of AAM or costs of abatement less than $1,200 per illustration of alleged violation. With respect to products manufactured by the Business, GM has made available to AAM copies of its non-privileged files containing all information with respect to (i) litigation, administrative proceedings and other pending customer claims relating to product performance or resulting from the manufacture, use or sale of the products, and (ii) other notifications concerning products.

4.1.7. Patents, etc. Exhibit 1.1.3 is a complete list of patents, patent applications, and invention-disclosures awaiting patent application filing decision, owned by GM and its Affiliates (other than EDS) pertaining exclusively to the design or manufacture of the products of the Business (exclusive of

components, parts and accessories designed or manufactured by affiliates, subsidiaries, divisions or units of GM other than the Business heretofore conducted by GM through its Saginaw Division). GM has made available to AAM copies of all of the materials set forth on Exhibit 1.1.3. GM has the right to transfer the Patents and Technical Documentation included in the Assets. None of the Patents or Technical Documentation has been knowingly misappropriated from any third person. Except as set forth on Exhibit 4.1.7, GM has received no claim or notice that the use of the Patents or the Technical Documentation infringes or results in a product that infringes upon the rights of any other person or entity, and GM has no knowledge of any such infringement. Except as listed in Exhibit 4.1.7, GM has no knowledge of any infringement or improper use by any third party of the Patents or the Technical Documentation, and there is no action or proceeding instituted by or on behalf of GM in which an act constituting an infringement of any of the rights to the Patent and Technical Documentation was alleged to have been committed by a third party. GM has not knowingly taken or omitted to take any action which would have the effect of waiving any rights to the Patents and Technical Documentation, the waiver of which would adversely affect the conduct of the Business as it is presently being conducted or the use of the Assets or allow any third party to compete more effectively with the Business than it now does.

4.1.8. Compliance with Other Instruments and Laws. Except as set forth in

Exhibit 4.1.8 and excluding any

Environmental Laws, National Labor Relations Act claims and claims under any federal, state, or local law related to occupational health or safety incurred in the ordinary course of business, the Business and the Assets are in compliance in all material respects with all applicable statutes, laws, ordinances, rules, governmental regulations promulgated, or judgments, decisions or orders entered, by any federal, state, local, or foreign court or governmental authority (the "Applicable Laws"). To GM's knowledge, except as set forth on Exhibit 4.1.8, GM is not under investigation with respect to, or been charged with or been given notice of any violation of any of the Applicable Laws as they relate to the Business. Exhibit 1.1.4. constitutes complete and accurate disclosure of all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the Business and the ownership and operation of the Assets, all of which have been duly obtained and, except as indicated on Exhibit 1.1.4, are in full force and effect, and there are no proceedings pending or, to the best of GM's knowledge, threatened, which may result in the revocation, cancellation or suspension, or any materially adverse modification, of any such permit, concession, grant, franchise, license or other governmental authorization or approval. To GM's knowledge, it is not in violation of any of the Permits, and there is no pending or, to the best of GM's knowledge, threatened proceeding which could result in the revocation, cancellation or inability of GM or AAM after the Closing to renew any Permit. The execution, delivery and

performance of, and compliance with, this Agreement and the Ancillary Agreements will not result in any such violation or be in conflict with or constitute a default under any of the foregoing.

4.1.9. Brokers, Finders. The transactions contemplated herein were not submitted to GM by any broker or other person entitled to a commission or finder's fee thereon, and were not with the consent of GM submitted to AAM by any such broker or other person. Neither GM nor any of its officers, directors or employees, has engaged any broker or finder or incurred or taken any action which may give rise to any liability against itself or the Assets for any brokerage fees, commissions, finders' fees or similar fees or expenses, no broker or finder has acted directly or indirectly for GM in connection with this Agreement or the transactions contemplated hereby and no investment banking, financial advisory or similar fees have been incurred or are or will be payable by GM in connection with this Agreement or the transactions contemplated hereby. GM shall indemnify and hold AAM harmless from and against any such fees

described in this Section 4.1.9.

4.1.10. Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or judicial authority or any other third party is required in connection with the valid execution, delivery and performance of this Agreement and the Ancillary Agreements by GM or the consummation by GM of the transactions contemplated hereby and thereby, except (i) for the matters set forth in Exhibit

4.1.10, (ii) in connection with contracts, leases, and other commitments, no one of which will involve the expenditure after the date hereof by any party thereto of $100,000 or more in the aggregate, and (iii) any approval required under the HSR Act.

4.1.11. Absence of Certain Changes. Except as set forth in Exhibit 4.1.11, since December 31, 1993, GM has not, and from the date of this Agreement to the date of the Closing will not have, with respect to the Business or Assets (i) incurred any material obligations or liabilities, whether absolute, accrued, contingent or otherwise (including liabilities as guarantor or otherwise with respect to obligations of others), or incurred any obligations or liabilities other than in the ordinary course of business, (ii) mortgaged, pledged or subjected any of the Assets to any lien, lease, security interest or other charge or encumbrance, (iii) acquired or disposed of material assets or properties, or entered into any agreement or other arrangement for any such acquisition or disposition, or acquired or disposed of, or entered into any agreement to acquire or dispose of, any material assets or properties, other than in the ordinary course of business, (iv) increased the wages, salaries, compensation, pension or other benefits payable to any salaried employee other than in the ordinary course of business, (v) forgiven or canceled any debts or claims or waived any rights of a material value in the aggregate other than in the normal operation of its credit policies, (vi) entered into any transaction other than in the ordinary course of business, (vii) granted any rights or licenses under any of its patents used in the Business or entered into any

licensing or distributorship arrangements, (viii) suffered any change other than changes in the ordinary course of its business, none of which has had, in any case or in aggregate, a material adverse effect on the Assets or the Business,
(ix) suffered any damage, destruction or loss, in any case or in the aggregate (whether or not covered by insurance), having a material adverse effect on the Assets or the Business, (x) suffered any labor trouble having a material adverse effect on the Assets or the Business, (xi) suffered any loss of customers having a material adverse effect on the Assets or the Business, or (xii) suffered any

other event or condition of any character which materially and adversely affects or may reasonably be expected to materially and adversely affect the business operations (as now conducted or as currently proposed to be conducted), Assets, properties or prospects or condition (financial or otherwise) of the Business.

4.1.12. Contracts.

A. Exhibit 1.1.2.C is a list of all contracts, agreements, contract rights, leases, license arrangements, franchise rights and agreements, policies, purchase and sales orders, and executory commitments, instruments, guaranties, indemnification arrangements and understandings to which GM is a party (whether or not legally bound) or by which it or any of its properties is bound that relate exclusively to the Assets or the Business (including employment and consulting agreements, labor agreements, non-patent license and distribution agreements and arrangements among GM, its Affiliates and intradivisional facilities other than accounts receivable of GM arising from the

sale of products in the ordinary course of business) and other than agreements, contracts and commitments for the purchase or sale of goods or services or lease of personal property in the ordinary course of business, no one of which (or no related set or number of which) will involve the expenditure after the date hereof by any party thereto of more than $100,000 in aggregate. The agreements, contracts and commitments listed on Exhibit 1.1.2.C, which are collectively referred to herein as the "Contracts," constitute all agreements, contracts and commitments necessary for the conduct of the Business as it is currently being conducted, other than accounts receivable of GM arising from the sale of products in the ordinary course of business and other agreements, contracts and commitments for the purchase or sale of goods or services or lease of personal property in the ordinary course of business, no one of which (or no related set or number of which) will involve the expenditure after the date hereof by any party thereto of more than $100,000 in aggregate. GM has furnished to AAM access to copies of the Contracts, and afforded AAM the opportunity to inspect them.

B. Each of the Contracts is valid and in full force and effect. There is no default thereunder or claim of default and there has not occurred any event which, with the passage of time or the giving of notice (or both), would constitute a default thereunder, whether on the part of GM or, to the best of GM's knowledge, on the part of any other party thereto. There are no unresolved disputes under any of the

Contracts other than as disclosed in Exhibits 1.1.2.C, 4.1.6, or 4.1.8.

C. Exhibit 1.1.2.C lists all collective bargaining agreements with any labor union or other representative of employees connected with the Business (including local agreements, amendments, supplements, letters and memoranda of understanding of any kind). GM is in compliance in all respects with each collective bargaining agreement listed on Exhibit 1.1.2.C.

4.1.13. Regulatory Matters. With the exception of the matters listed on Exhibit 4.1.13, GM is not required to file or otherwise provide reports, or data, other information or applications with respect to the products manufactured by the Business with any federal, state or local governmental authorities with jurisdiction over the manufacture, use or sale of such products, and no regulatory approvals are required with respect to such products.

4.1.14. Tax Matters.

A. GM has duly and timely filed with the appropriate federal, state, local and foreign authorities or governmental agencies, all Tax Returns and the tax reports required to be filed with respect to the Business for the periods ending on or prior to the date of Closing, and has paid all Taxes, assessments, fees and other governmental charges arising thereunder except where the failure to file or pay such Taxes would not have an adverse effect on the financial condition of the Business. All such returns and reports are true and correct

and are the most recent returns filed by GM with any such governmental entity.

B. GM has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee.

C. GM is not a party to any Tax allocation or sharing agreement, except as provided in this Agreement, under which AAM or the Assets could be subject to Taxes or other liability after the Closing.

4.1.15. Restrictive Documents or Laws. With the exception of the Permitted Encumbrances and the matters listed in Exhibit 4.1.15, GM is not a party to or bound under any and, to the best knowledge of GM, there is no pending or proposed, regulation, certificate, mortgage, lien, lease, agreement, contract, instrument, law, vote, order, judgment or decree, or any similar restriction not of general application which materially adversely affects, or reasonably could be expected to materially and adversely affect (i) the condition, financial or otherwise, of the Business or the Assets; (ii) the continued operation by AAM of the Business after the Closing on substantially the same basis as the Business was theretofore operated; or (iii) the consummation of the transactions contemplated in this Agreement.

4.1.16. No Conflict or Default. Neither the execution and delivery of this Agreement, nor compliance with the terms and provisions hereof, including the consummation of the transactions contemplated hereby, will violate in any

material fashion any

statute, regulation or ordinance of any governmental authority, or conflict with or result in the breach of any term, condition or provision of the certificate of incorporation or bylaws of GM or of any agreement, deed, contract, mortgage, indenture, writ, order, decree, legal obligation or instrument of the Business to which GM is a party or by which the Business or the Assets are or may be bound, or constitute a material default (or an event which, with the lapse of time or the giving of notice, or both, would constitute a material default) thereunder, or result in the creation or imposition of any lien, charge or encumbrance, or restriction of any nature whatsoever with respect to any aspect of the Business.

4.1.17. Labor Relations.

A. GM has complied in all material respects with all applicable federal, state and local laws, rules, regulations and Executive Orders relating to employment of employees of the Business, including, as applicable, the National Labor Relations Act, as amended; Title VII of the Civil Rights Act of 1964, as amended; the Reconstruction Civil Rights Acts, as amended the Equal Pay Act of 1963, as amended; the Age Discrimination in Employment Act of 1967, as amended; the Rehabilitation Act of 1973, as amended; the Selective Service Act of 1948, as amended; the Veterans' Re-employment Rights Acts, as amended; the Vietnam Era Veterans Readjustment Act of 1974, as amended; the Fair Labor Standards Act, as amended; ERISA; the Consolidated Omnibus Budget Reconciliation Act of 1988; Workers Adjustment Retraining Notification Act; the Immigration Reform and Control Act of 1986;

the Americans with Disabilities Act of 1990; the Family Medical Leave Act of 1993; and, as applicable, any and all rules and regulations promulgated thereunder or with respect to any such Acts or statutes; and all applicable laws, rules and regulations governing payment of minimum wages and overtime rates, the withholding and payment of taxes from compensation of employees and the payment of premiums and/or benefits under applicable worker compensation laws.

B. Except as set forth in Exhibit 4.1.17.B, there is no material unfair labor practice charge or complaint relating to the Business against GM pending before the National Labor Relations Board. Except as set forth on Exhibit 4.1.17.B, to the best knowledge of GM, there is no material labor strike, slowdown or stoppage, or any union organizing campaign, or petition for certification actually pending or in the process of being circulated with

respect to, against or involving the Business. Except as set forth on Exhibit 4.1.17.B., no collective bargaining or other labor agreement is currently being negotiated by GM. Except as set forth in Exhibit 4.1.17.B., GM has delivered to AAM true, correct and complete copies (or, in the case of oral agreements, true, correct and complete summaries of such agreements) of all collective bargaining agreements or other agreements between GM and any of its employees with respect to the Business, including any such agreements with local bargaining units.

C. For purposes of this Section 4.1.17, Section 4.1.19 and Section V, any representation or commitment relating

to materiality shall not be deemed to have been breached unless it results in a party expending more than $50,000 for an individual breach or $250,000 in aggregate.

4.1.18. Books of Account; Records. The general ledgers, books of account and other records of the Business are in all material respects complete and correct, have been maintained in accordance with good business practices and the matters contained therein are appropriately and accurately reflected in the Financial Statements (as that term is defined in Section 4.1.20).

4.1.19. Employee Benefit Plans. Exhibit 4.1.19 lists all Employee Pension Benefit Plans and Employee Welfare Benefit Plans relating to the Business which are sponsored by or contributed to by GM (the "Benefit Plans"). GM has complied in all material respects with the terms of all Benefit Plans and the relevant provisions of all collective bargaining agreements applicable thereto.

4.1.20. Financial Statements. The Financial Statements of the Business, as defined below in this Section 4.1.20, which have been furnished to AAM by GM and initialed for identification by the Finance Director of GM's Saginaw Division are true, correct and complete in all material respects, have been prepared from and are in accordance with the books and records of the Business, and have been prepared in conformity with GM's internal accounting practices for a GM division applied on a consistent basis using an accrual basis method of accounting and fairly present in all material respects the financial

condition of the Business as of the dates stated and the results of operations of the Business for the periods then ended in accordance with such practices:
the unaudited balance sheets, statements of operations and retained earnings and statement of cash flow of the Business as at June 30, 1993, December 31, 1993, December 31, 1992, and December 31, 1991 (collectively, the "Financial Statements"). GM shall provide AAM prior to Closing with a list of the material

differences between generally accepted accounting principles and GM's internal accounting practices for a GM division.

4.1.21. Propeller Shaft Assets. Except for (i) new equipment on order between the date of this Agreement and the date of the Closing, (ii) equipment owned by GM and in the possession of any third party, whether on consignment, being re-built or for any other reason, or (iii) still located at GM's Parma, Ohio, facility, all of the Assets needed to manufacture the full mix of propeller shaft products for the Business have been installed at GM's Three Rivers, Michigan facility.

4.1.22. Undisclosed Liabilities, etc. Except as specifically set forth in this Section 4.1 and the related Exhibits, GM has no liabilities or obligations of any nature (whether liquidated, unliquidated, accrued, absolute, contingent or otherwise and whether due or to become due) affecting, directly or indirectly, the Assets or the Business. The representations and warranties contained in this Agreement and the information contained in the Exhibits and other written documents delivered by or on behalf of GM in connection with the

purchase and sale of the Assets are true and correct in all material respects. There is no fact known to GM which materially adversely affects, or in the future may (so far as GM can now reasonably foresee) materially adversely affect, the condition (financial or other) of the Assets, business, operations or prospects of the Business which has not been identified herein or in the Exhibits.

4.1.23. Termination of Representations and Warranties of GM. The representations and warranties of GM relating to the Business made in this Agreement shall be unaffected by any investigation made by any Party at any time and shall terminate two (2) years after the date of Closing, and thereafter shall be without force or effect; provided, however, that (i) the representations and warranties set forth in Section 4.1.14 (relating to Taxes) and Section 4.1.17.A (relating to labor relations), shall survive until the end of the period of any applicable statutes of limitations and (ii) the representations and warranties with respect to title to the Real Property, as set forth in the deeds thereto to be delivered by GM to AAM pursuant to this Agreement, and with respect to title to the other Assets, as set forth in
Section 4.1.4, shall survive indefinitely. Except as otherwise defined herein, the term "material" or "materially" as used in this Article IV shall be construed by referring, inter alia, to the Assets and the condition, revenues, business, operations and affairs of the Business.

4.2. Representations and Warranties of AAM. AAM warrants and represents to GM as follows:

4.2.1. Corporate Data; Preferred Stock. AAM is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has full corporate power and authority to own, hold or lease the Assets and to carry on the Business as it is presently conducted. As of the date of Closing, AAM will be duly qualified or licensed and in good standing as a corporation, duly authorized to do business in the states of Michigan and New York. As of the Closing Date, the authorized, issued and outstanding capital stock of AAM will be as specified in AAM's Restated Certificate of Incorporation attached as Exhibit 8.2.5. There are no outstanding obligations, options, calls, warrants, agreements or similar rights (preemptive or otherwise) relating to the issuance, sale, transfer or purchase of any capital stock of AAM, other than an option to Richard Dauch for 2,800 shares of common stock (the "Dauch Option"). When issued and delivered pursuant to Section 2.2, the Preferred Stock shall be duly authorized, validly issued, fully paid and nonassessable and free and clear of any lien, call, option or preemptive or other right or claim, other than the Dauch Option. The requisite number of shares of common stock will be, as of the Closing Date, reserved for issuance upon conversion of the Class A Preferred Stock in accordance with its terms.

4.2.2. Corporate Power; Due Authorization. AAM has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, and to perform its obligations hereunder and thereunder and to consummate the

transactions contemplated herein and therein, including the authorization, issuance and delivery of the Preferred Stock. The execution, performance and consummation of this Agreement and the Ancillary Agreements have been duly authorized by all necessary corporate action on the part of AAM. This Agreement is, and the Ancillary Agreements will be when executed and delivered, valid and legally binding obligations of AAM, enforceable against AAM in accordance with their respective terms.

4.2.3. Consents. No consent, approval, order or authorization of, or registration, declaration or filing with, any governmental or judicial authority or any other third party is required in connection with the valid execution, delivery and performance of this Agreement and the Ancillary Agreements by AAM or the consummation by AAM of the transactions contemplated hereby and thereby, except for any approval required under the HER Act.

4.2.4. Litigation. Neither AAM nor any Affiliate of AAM is subject to any outstanding judgment, order, decree, arbitral award, stipulation or injunction which restrains, prohibits or declares illegal or questions the validity, or imposes or would impose substantial damages in connection with, this Agreement, any of the Ancillary Agreements or any of the transactions contemplated hereby or thereby. There is no claim, suit, action, litigation or proceeding, of any nature, civil, criminal, regulatory or otherwise, in law or in equity, and there

are no proceedings or governmental investigations before any commission, court, arbitrator or governmental or other

administrative agency, instrumentality or authority, pending, or, to AAM's knowledge, threatened against or affecting AAM or its Affiliates that seeks to restrain, prohibit or declare illegal or questions the validity of, or that seeks substantial damages in connection with, the Agreement, any of the Ancillary Agreements or any of the transactions contemplated hereby or thereby.

4.3. Finder's Fee. The transactions contemplated herein were not submitted to AAM by any broker or other person entitled to a commission or finder's fee thereon, and were not with the consent of AAM submitted to GM by any such broker or other person. Neither AAM nor any of its officers, directors or employees, has engaged any broker or finder or incurred or taken any action which may give rise to any liability against itself or the Assets for any brokerage fees, commissions, finders' fees or similar fees or expenses, no broker or finder has acted directly or indirectly for AAM in connection with this Agreement or the transactions contemplated hereby and no investment banking, financial advisory or similar fees have been incurred or are or will be payable by AAM in connection with this Agreement or the transactions contemplated hereby. AAM shall indemnify and hold GM harmless from and against any such fees described in this Section 4.3.

4.4. Termination of Representations and Warranties of AAM. The representations and warranties of AAM made in this Agreement shall be unaffected by any investigation made by any Party at any time and shall terminate two (2) years after the

date of the Closing, and thereafter shall be without force or effect.

V. PERSONNEL MATTERS.

5.1. Responsibility for Employees.

5.1.1. Exhibit 5.1.1 identifies all employees (the "Employees") of GM or its Affiliates who were employed by (or otherwise accorded employment rights with respect to) the Business, or utilized primarily in the operation of the Business as of February 6, 1994 (with respect to hourly Employees), and February 10, 1994 (with respect to salaried employees), by name, location, function and, as to hourly and regular salaried employees, status (e.g., active, laid-off or leave of absence) as of such date. Effective as of the date of the Closing, AAM will offer employment to the individuals identified on Exhibit 5.1.1, and to any

individuals hired by the Business in the ordinary course of business after the date of such Exhibit and prior to the date of the Closing (excluding those employed by EDS or by GM's Regional Personnel Administration and also excluding, at the discretion of AAM, up to twelve (12) salaried employees heretofore identified by AAM).

Employees who are laid off, on leave of absence, or not actively employed for any other reason, shall not become employees of AAM until they would have been returned to work at GM pursuant to GM's then existing practices and such employees who have been given the opportunity do in fact return to work.

Employees identified in Exhibit 5.1.1 who are offered and accept employment with AAM pursuant to this Section are referred to herein as "Transitioned Employees".

5.1.2. AAM agrees that it will not hire, on a regular, contract or other basis, any Employee who was employed on a salaried basis and who broke credited service with GM on an incentive basis within twenty-four (24) months prior to the date of the Closing; provided, however, that if circumstances make it necessary for AAM to hire such individuals, AAM may hire up to twenty-four (24) such individuals.

5.1.3. AAM will provide written notice to GM whenever an hourly or salaried Transitioned Employee retires or otherwise breaks seniority or length of service with AAM.

5.2. Special Provisions Relating to Hourly Employees.

5.2.1. Prior to the date of the Closing, GM will notify the UAW and IAM of the pertinent terms of this Agreement and will provide AAM with a copy of such notice at least three (3) business days prior to delivery thereof to the UAW and IAM. Effective as of the date of the Closing, except as otherwise specifically provided in this Article V, AAM will assume the terms of the 1993 GM-UAW National Agreement and the 1993 GM-IAM National Agreement (the "UAW Agreement" and "IAM Agreement," respectively), in accordance with Document 91 (in the case of the UAW Agreement) and Document 16 (in the case of the IAM Agreement) thereto (both such Documents being hereinafter referred to as "Document 91"), and existing UAW and IAM agreements negotiated locally at the Business. Such agreements thereafter shall

constitute the "1993 AAM-UAW Agreement" or "1993 AAM-IAM Agreement," respectively. To the extent that GM benefit plans or programs cannot reasonably

be duplicated according to the terms of such plans or programs (because of matters such as changes in plan sponsor, fiduciary structure, etc., but not matters such as level of benefits), or to the extent that terms or conditions required under the UAW Agreement, IAM Agreement or any local GM-UAW or GM-IAM agreements cannot reasonably be assumed according to their terms (because of matters such as changes in employer entity, corporate structure, etc., but not matters such as level of wages), AAM will enter into negotiations in good faith with the UAW or IAM to resolve the matter in a manner consistent with Document
91. AAM shall reimburse GM for any liability incurred by GM to hourly Transitioned Employees resulting from any failure by AAM to abide by the terms of this Section 5.2.1.

5.2.2. AAM will recognize the GM seniority status of all hourly Transitioned Employees for purposes of determining seniority under the 1993 AAM-UAW Agreement and the 1993 AAM-IAM Agreement.

5.3. Special Provisions Relating to Salaried Employees.

5.3.1. Effective as of the date of the Closing, AAM will provide each salaried Transitioned Employee with (i) a base monthly salary that is no less than the base monthly salary paid by GM to such Transitioned Employee prior to Closing, (ii) vacation entitlement no less than that provided under the GM

vacation policy in effect in 1993, and (iii) employee benefit plans and programs (excluding plans and programs limiting coverage only to executives) which are substantially similar in the aggregate to those provided by GM immediately prior to the date of the Closing. AAM will continue to provide such wages, vacation entitlement and employee benefit plans and programs for at least one (1) year after the date of the Closing. AAM shall reimburse GM for any liability incurred by GM to salaried Transitioned Employees resulting from any failure by AAM to abide by the terms of this Section 5.3.1.

5.3.2. GM shall pay to AAM on or before March 15, 1994, Eight Hundred Dollars ($800) for each eligible salaried Transitioned Employee who was hired prior to July 1, 1993, and actively employed on December 31, 1993. AAM agrees to offer to each such eligible Transitioned Employee the $1,600 flexible compensation payment (including additional paid days off taken in lieu of part of such payment) payable with the March 15, 1994, paycheck.

5.4. Retirement Program and Pension Plan.

5.4.1. Salaried Employees. AAM will establish, effective as of the date of the Closing, a new defined benefit retirement program (the "Replacement Retirement Program") which substantially duplicates the terms and benefits provided for under the GM Retirement Program for Salaried Employees (the "Retirement Program"). Effective as of the date they become AAM employees, all salaried Transitioned Employees (the "Salaried Participants") who were participants in the Retirement Program at

Closing shall become participants in the Replacement Retirement Program. Under the Replacement Retirement Program, Salaried Participants' prior periods of credited service as of the date of the Closing under the Retirement Program are not taken into account for any purpose except as otherwise expressly provided in this Section 5.4. The Replacement Retirement Program shall provide substantially for the following plan terms effective as of the date of the Closing:

a. Recognition by the Replacement Retirement Program for vesting but not for accrual purposes of all credited service accrued by Salaried Participants under the Retirement Program as of the date the Participant becomes an AAM employee. The Replacement Retirement Program will also recognize for accrual purposes credited service accrued under the Retirement Program for any Salaried Participant who is not vested in the Retirement Program as of the date the Participant becomes an AAM employee.

b. All Salaried Participants who are vested under the Retirement Program as of the date the Participant becomes an AAM employee and retire from AAM on a normal, early voluntary or total and permanent disability basis shall be entitled to payment from the Replacement Retirement Program, upon retirement from AAM, of an amount equal to e pro rata share of the total Part A benefits payable

under the Replacement Retirement Program at the time of retirement from AAM and, for those Salaried Participants who were participants in Part B of the Retirement Program as of the date the Participant retires from AAM, (i) a Part B Primary Benefit based on the contributions of the individual Salaried Participant remaining in the Replacement Retirement Program as of date of retirement from AAM and the Part B Primary Benefit rates in effect at such time, and (ii) a Part B Supplementary Benefit calculated based on the formula under the Replacement Retirement Program in effect at the date of retirement from AAM. Such Part B benefit under the Replacement Retirement Program shall be determined by taking into account solely for eligibility for retirement (but not for the determination of the amount of payment) credited service actually accrued under the Retirement Program for service with GM prior to retirement. The Replacement Retirement Program payment will include a Part A Basic Benefit and a Part B Supplementary Benefit (both reduced for age where appropriate) for each year of applicable credited service accrued under the Replacement Retirement Program, and any Part B Primary Benefit and any applicable

supplement in an amount equal to the difference between the sum of the

Part A

Basic Benefit and Part B Supplementary Benefit and the pro rata share of the total Part A Benefit. All other Replacement Retirement Program terms shall apply, including, but not limited to, the discontinuation of benefit payments, when applicable, upon death, an award of Social Security Disability Insurance benefits, cessation of retirement benefits for other reason, reemployment by AAM or attainment of age 62 and 1 (one) month. Prior to payment of a pro rata share of a total and permanent disability pension benefit from the Replacement Retirement Program, approval of the AAM doctor is required.

c. In the case of any Salaried Participant who has at least thirty (30) years of credited service under the Retirement Program at the time he becomes an AAM employee, there shall be no reduction in any supplement payable under the Replacement Retirement Program as of the date of the Closing.

d. All benefit payments to any Salaried Participant under the Replacement Retirement Program shall be discontinued upon reemployment with AAM or GM on a regular, contract or other basis.

GM shall amend the Retirement Program to provide Salaried Participants the following as of the Closing:

i. All Salaried Participants who are vested under the Retirement Program as of the date the Participant

becomes an AAM employee and retire from AAM on a normal, early voluntary or total and permanent disability basis shall be entitled to payment from the Retirement Program, upon retirement from AAM, of an amount equal to a pro rata share of the total Part A benefits payable under the Retirement Program at the time of retirement from AAM and, for those Salaried Participants who were participants in Part B of the Retirement Program as of the date the Participant becomes an AAM employee, (a) a Part B Primary Benefit based on the contributions of the individual Salaried Participant remaining in the Retirement Program as of date of retirement from AAM and the Part B Primary Benefit rates in effect at such time, and (b) a Part B Supplementary Benefit calculated based on the formula under the Retirement Program in effect on the date of retirement from AAM. Such Part B benefit

under the Retirement Program shall be determined as if the Salaried Participant were then retiring from GM on a normal or early voluntary basis or, if applicable, a total and permanent disability basis, and by taking into account solely for eligibility for retirement (but not for the determination of the amount of payment) the additional credited service actually accrued under the Replacement Retirement Program

for service with AAM after the Closing. The Retirement Program payment will include a Part A Basic Benefit and a Part B Supplementary Benefit (both reduced for age where appropriate) for each year of applicable credited service accrued under the Retirement Program, and any Part B Primary Benefit and any applicable supplement in an amount equal to the difference between the sum of the Part A Basic Benefit and Part B Supplementary Benefit and the pro rata share of the total Part A benefit. All other Retirement Program terms shall apply, including, but not limited to, the discontinuation of benefit payments, when applicable, upon death, an award of Social Security Disability Insurance benefits, cessation of retirement benefits for other reason, reemployment by GM or attainment of age 62 and 1 (one) month. Prior to payment of a pro rata share of a total and permanent disability pension benefit from the Retirement Program, approval of the GM doctor is required.

ii. If a Salaried Participant, who is vested under the Retirement Program as of the date the Participant becomes an AAM employee, subsequently retires from AAM and is not otherwise eligible to retire on a normal or early voluntary or total and permanent disability basis under the Retirement Program as

of the date of retirement from AAM, then the Salaried Participant shall be eligible under the Retirement Program only for unreduced benefits at age 62 and one (1) month at the benefit levels in effect under the Retirement Program as of the date of retirement from AAM, increased as appropriate until age 62 and one (1) month under subsection (vii) below as if the Retirement Program benefits had commenced as of the date the Salaried Participant retired from AAM.

iii. The surviving spouse of any Salaried Participant who was vested under the Retirement Program as of the date the Participant becomes an AAM employee and died while employed by AAM shall be eligible for payment from the Retirement Program of the Retirement Program survivor monthly

benefit or a REA preretirement monthly survivor benefit, whichever is applicable, based on the Salaried Participant's credited service accrued under the Retirement Program as of the date of Closing and the benefit levels in effect under the Retirement Program at the time of death. All other Retirement Program terms shall apply, including, but not limited to, those regarding eligibility and duration of surviving spouse benefits.

iv. With regard to retirement under subsection (i), (ii), and (iii) above, for Salaried Participants

who do not withdraw their Part B contributions prior to separation from service with AAM, the average monthly base salary for calculation of the Part B Supplementary Benefit under the Retirement Program shall be the Salaried Participant's average monthly base salary under the Retirement Program determined as of the date the Participant becomes an AAM employee increased 3% per year for each full year of salaried employment with AAM after the date the Participant becomes an AAM employee until the earlier of age 60, death or retirement from AAM, but only if such Salaried Participant had continuous salaried employment with AAM from the date the Participant becomes an AAM employee through such event.

v. Any other break in service under the Replacement Retirement Program shall also break the Salaried Participant's credited service under the Retirement Program with entitlement only to a deferred vested benefit at the benefit levels in effect under the Retirement Program as of the break in service from AAM and the Salaried Participant's average monthly base salary as of Closing increased by 3% per year as described in subsection (iv) above.

vi. All benefit payments to any Salaried Participant under the Retirement Program shall be discontinued

upon employment with AAM or GM on a regular, contract or other basis.

vii. Any benefits payable from the Retirement Program under subsections
(i), (ii) and (iii) shall be based on provisions applicable to other GM salaried retirees, including any increase in benefit rates based on the Salaried Participant's years of credited service under the Retirement Program.

5.4.2. Hourly Employees. AAM will establish, effective as of the date of the Closing, new defined benefit pension plans (the "Replacement Pension Plan") covering the hourly Transitioned Employees (the "Hourly Participants") consistent with any obligation AAM has to assume the UAW Agreement or the IAM Agreement. Under the Replacement Pension Plan, Hourly Participants' prior periods of credited service (as such term is used in the UAW Agreement and IAM Agreement) as of the date of the Closing under the GM Hourly-Rate Employees Pension Plan (the "Pension Plan") will not be taken into account for any purpose except as otherwise expressly provided in this Section 5.4.

GM shall have the option to require AAM and the Replacement Pension Plan to take into account for determining each Hourly Participant's eligibility to receive benefits (but not for determination of benefit amounts) under the Replacement Pension Plan all such prior periods of credited service accrued by Hourly Participants under the Pension Plan as of the date the

Participant becomes an AAM employee, and to recognize under the Replacement Pension Plan for accrual purposes all credited service under the Pension Plan for any Hourly Participant not vested in the Pension Plan as of the date the Participant becomes an AAM employee. GM may exercise this option for UAW and/or IAM represented employees upon:

(1) Execution of an agreement between GM and the UAW (in the case of UAW represented employees) and GM and the IAM (in the case of IAM represented employees) that addresses the status and rights with regard to GM of all hourly Transitioned Employees as specified in Exhibit 5.1.1 and amends the Pension Plan to substantially provide for the following effective as of the date of the Closing:

i. The Pension Plan shall recognize, for both accrual and eligibility purposes, credited service accumulated under the Replacement Pension Plan for any Hourly Participants who are eligible under the Pension Plan and retire from AAM on a normal, early voluntary or total and permanent disability basis on or before September 14, 1996. No Replacement Pension Plan credited service shall be recognized for accruals under the Pension Plan unless the Hourly Participant retires from GM and leaves employment with AAM on or before September 14, 1996. Further, the Pension Plan shall only recognize Replacement Pension Plan credited service in an amount equal to the credited service

actually accrued under the Replacement Pension Plan on or before

September 14, 1996, and no additional credited service shall be recognized for any period for which the Pension Plan has already provided credited service.

ii. All Hourly Participants, who are vested under the Pension Plan as of the date they become AAM employees and who retire from AAM on a normal, early voluntary or total and permanent disability basis after September 14, 1996, shall be entitled to payment from the Pension Plan, upon retirement from AAM, of an amount equal to a pro rata share of the total benefit that would be payable under the Pension Plan, determined as if the Hourly Participant were then retiring from GM on a normal, early voluntary or total and permanent disability basis and by taking into account solely for eligibility for payment (but not for the determination of the amount of payment) the additional credited service actually accrued under the Replacement Pension Plan for service with AAM after the date the Participant becomes an AAM employee. The payment will include a basic benefit (reduced for age where appropriate) for each year of credited service accrued under the Pension Plan and, if applicable, a supplemental amount equal to the difference between the basic

benefit and the pro rata share of the total benefit. All other Pension Plan terms shall apply, including but not limited to appropriate substantiation of total and permanent disability, if applicable, and discontinuation of benefit payments, when applicable, upon death, an award of Social Security Disability Insurance benefits, cessation of pension benefits for other reasons, re-employment by GM or attainment of age 62 and 1 (one) month.

iii. No early retirement under mutually satisfactory conditions ("Mutual Retirement") will be recognized under the Pension Plan after the date of the Closing for Hourly Participants. However, if an Hourly Participant, who is vested under the Pension Plan as of the date he becomes an AAM employee, subsequently retires from AAM under a Mutual Retirement, and such Hourly Participant is otherwise eligible to retire on a normal or early voluntary basis under the Pension Plan when considering solely for eligibility (but not for determination of the amount of benefits) the age of the employee and combined GM and AAM credited service at the time of the retirement from AAM, then the Pension Plan shall pay a pro rata share of any normal or early voluntary retirement benefits the employee is eligible to receive. The

pro rata share shall be determined as described in subsection (ii) above and all other Pension Plan provisions shall apply. If the Hourly Participant is not otherwise eligible to retire on a normal or early voluntary basis under the Pension Plan as of the date of Mutual Retirement from AAM, then the Hourly Participant shall be eligible under the Pension Plan only for unreduced benefits at age 62 and one
(1) month at the benefit levels in effect under the Pension Plan as of the date of retirement from AAM, increased as appropriate until age 62 and one (1) month under subsection (vii) below as if the Pension Plan benefits had commenced as of the date the Hourly Participant retired from AAM.

iv. The surviving spouse of an Hourly Participant, who is vested under the Pension Plan as of the date he becomes an AAM employee and who dies while employed by AAM, shall be eligible for payment from the Pension Plan of a pro rata preretirement monthly survivor benefit based on the Hourly Participant's credited service accrued under the Pension Plan as of the date he became an AAM employee and the benefit levels in effect under the Pension Plan at the time of death. All other Pension Plan terms shall apply, including but not

limited to those regarding eligibility and duration of surviving spouse benefits.

v. Any other break in service under the Replacement Pension Plan also shall break the Hourly Participant's credited service under the Pension Plan with entitlement only to a deferred vested retirement at the benefit levels in effect under the Pension Plan as of the break in service from AAM.

vi. All benefit payments to any Hourly Participant under the Pension Plan shall be discontinued upon reemployment with AAM or GM on a regular, contract or other basis.

vii. Any benefits payable from the Pension Plan under subsections (i),
(ii), (iii) and (iv) above shall be based on the provisions applicable to other GM-UAW or GM-IAM retirees, including any increase in benefit rates, based on the Hourly Participant's years of credited service under the Pension Plan; or

(2) Obtaining the mutual consent of AAM.

GM's option shall be contingent further upon the UAW (in the case of UAW represented employees) and IAM (in the case of IAM represented employees) agreeing to allow AAM to amend the Replacement Pension Plan to provide substantially for the following plan terms effective as of the date of the Closing:

a. Recognition by the Replacement Pension Plan for vesting but not for accrual purposes of all credited service accrued by Hourly Participants under the Pension Plan as of the date they become AAM employees, except for Hourly Participants who retire on or before September 14, 1996 under clause (1)(i) above, whose credited service shall be recognized only under the Pension Plan. The Replacement Pension Plan also will recognize for accrual purposes credited service previously accrued under the Pension Plan for any Hourly Participant who is not vested under the Pension Plan as of the date he becomes an AAM employee.

b. All Hourly Participants, who are vested under the Pension Plan as of the date they become AAM employees and who retire from AAM on a normal, early voluntary or total and permanent disability basis after September 14, 1996, shall be entitled to payment from the Replacement Pension Plan of an amount equal to a pro rata share of the total benefit that would be payable under the Replacement Pension Plan, determined by taking into account solely for eligibility for payment (but not for the determination of the amount of payment) the credited service accrued under the Pension Plan as of the date the Participant becomes an AAM employee. The payment from the

Replacement Pension Plan will include a basic benefit (reduced for age where appropriate) for each year of credited service accrued under the Replacement Pension Plan and, if applicable, a supplemental amount equal to the difference between the basic benefit and the pro rata share of the total benefit.

c. In the case of any Hourly Participant who has at least thirty (30) years of credited service under the Pension Plan at the time he becomes an AAM employee, there shall be no reduction in the amount of any supplement payable under the Replacement Pension Plan as of the date of the Closing.

d. In the case of any Hourly Participant who is vested in the Pension Plan on the date he becomes an AAM employee and who retires under the Replacement Pension Plan on a Mutual Retirement without being eligible to retire on a normal, early voluntary or total and permanent disability basis under the Pension Plan, he shall be entitled to a supplemental payment from the Replacement Pension Plan until age 62 and 1 (one) month based on his combined credited service under the Pension Plan and the Replacement Pension Plan. After age 62 and 1

(one) month, the Replacement Pension Plan

shall pay a monthly benefit based on a pro rata share of the total benefit.

e. All benefit payments to any Hourly Participant under the Replacement Pension Plan shall be discontinued upon reemployment with GM or AAM on a regular, contract or other basis.

f. Any Hourly Participant, who is vested in the Pension Plan as of the date of the Closing and is reemployed by GM thereafter, shall be entitled to payment from the Replacement Pension Plan, upon retirement from GM, of an amount equal to a pro rata share of the total benefits that would be payable under the Replacement Pension Plan, determined as if the Hourly Participant were then retiring from AAM on a normal, early voluntary or total and permanent disability basis and by taking into account solely for eligibility for payment (but not for determination of the amount of payment) the credited service accrued under the Pension Plan as of the date he becomes an AAM employee and any additional credited service accrued under the Pension Plan thereafter as a result of reemployment by GM. The payment will include a basic benefit (reduced for age where appropriate) for each year of credited service accrued under the Replacement Pension Plan and, if applicable, a supplemental amount equal to the

difference between the basic benefit and the pro rata share of the total benefit.

In the event GM does not exercise the option described in the second paragraph of this Section 5.4.2, and a court order or settlement of litigation requires GM to pay pension benefits to any Hourly Participant, either directly from the Pension Plan or in lieu thereof from GM's operating cash, in an amount greater than the Pension Plan would pay based upon such Hourly Participant's credited service accrued under the Pension Plan as of the date he becomes an AAM employee and any additional credited service accrued under the Pension Plan thereafter as a result of reemployment by GM, AAM will reimburse GM for such greater amount. Such reimbursement, however, will be limited so that the total obligation of AAM and the Replacement Pension Plan for pension benefits with respect to any such Hourly Participant shall not exceed the amount of the Replacement Pension Plan's obligation described in subsections (a) through (f) of this Section 5.4.2.

In the event GM does not exercise the option described in the second paragraph of this Section 5.4.2, and a court order or settlement of litigation requires AAM to pay pension benefits to any Hourly Participant, either directly from the Replacement Pension Plan or in lieu thereof from AAM's operating cash, in an amount greater than the Replacement Pension Plan would pay based upon such Hourly Participant's credited service accrued under the Replacement Pension Plan after he becomes an AAM employee, GM will reimburse AAM for such greater amount. Such reimbursement,

however, will be limited so that the total obligation of GM and the Pension Plan for pension benefits with respect to any such Hourly Participant shall not exceed the amount of the Pension Plan's obligation described in subsections (i) through (vii) of this Section 5.4.2.

5.4.3. AAM and GM acknowledge that neither they nor their respective pension plans or retirement programs shall be required to recognize any grants of additional age or additional credited service given to Salaried Participants or Hourly Participants by the other Party and/or their respective pension plans or retirement programs as an inducement for Salaried Participants or Hourly Participants to retire early. Moreover, nothing herein shall be construed to limit GM's or AAM's right to amend the Pension Plan, Retirement Program, Replacement Retirement Program or Replacement Pension Plan in compliance with
Section 411(d)(6) of the Internal Revenue Code of 1986, as amended, to eliminate all or a portion of any supplement or subsidy otherwise payable under their respective plans, except that supplements or subsidies for Transitioned Employees never can be eliminated or reduced by AAM in violation of Sections 5.4.1.d. or 5.4.2.c. or by GM unless such action is fully applicable to all GM employees participating in the Pension Plan or Retirement Program. Nothing in this Article V shall be interpreted to require the Pension Plan, Retirement Program, Replacement Pension Plan or Replacement Retirement Program to pay more than its pro rata share of any "30 and out" retirement benefit.

5.4.4. For purposes of Article V, including, without limitation, Sections 5.4.1 and 5.4.2 above, pro rata share shall mean, with respect to each Salaried Participant or Hourly Participant, the amount which is equal to the quotient, expressed as a percentage, of (i) the number of years of credited service taken into account under the Retirement Program or Pension Plan as of the date the Participant becomes an AAM employee (or under the Replacement Pension Plan or Replacement Retirement Program after the date the Participant becomes an AAM employee, if referring to the pro rata share to be paid by the Replacement Pension Plan or Replacement Retirement Program) for each Salaried Participant or Hourly Participant, respectively, divided by (ii) the total number of years of

credited service taken into account under the Retirement Program and Replacement Retirement Program, or Pension Plan and Replacement Pension Plan, respectively, with regard to such Salaried Participant or Hourly Participant as of the date of his retirement from AAM or GM.

5.4.5. In the event the Replacement Retirement Program or Replacement Pension Plan is terminated, provides for or is amended to provide for a cap on credited service or other restriction on the further accumulation of credited service by Salaried Participants or Hourly Participants, respectively, the credited service recognized for, where applicable, accrual, eligibility or calculation of pro rata payment under the Retirement Program or Pension Plan, respectively, shall include the total number of years of credited service taken into account under the Replacement Retirement Program or Replacement Pension

Plan, as applicable, plus any additional service with AAM that would have been accumulated under the Replacement Retirement Program or Replacement Pension Plan under the terms of the Retirement Program and Pension Plan in effect as of the date of the Closing had the Replacement Retirement Program or Replacement Pension Plan not been amended to provide for a cap or been so terminated or amended.

5.4.6. In the case of each hourly Transitioned Employee who retires under the provisions of Section 5.4.2(1)(i), the parties shall determine the pro rata share of the total benefit that would be payable by the Replacement Pension Plan if such Transitioned Employee had been covered by Section 5.4.2(1)(ii), determined without regard to the requirement that retirement must occur after September 14, 1996. AAM then shall pay to GM an amount equal to the present value of the pro rata share so determined to be allocable to the Replacement Pension Plan, less an offset for the reasonable administrative expense to AAM regarding the post-retirement optional and dependent life insurance coverage provided for in Section 5.5.3. Such present value shall be computed based upon the actuarial assumptions (excluding any assumption for future retiree benefit increases) being used by GM for funding the Pension Plan at the time of a particular hourly or salaried Transitioned Employee's retirement, and the amount due shall be paid within one hundred twenty (120) days after being confirmed by the respective actuaries for GM and AAM.

5.4.7. With respect to all hourly and salaried Transitioned Employees who are not vested under the Pension Plan or Retirement Program on the date they become AAM employees, GM shall pay to AAM an amount equal to the present value of the projected benefits which may become payable in the future under the Replacement Pension Plan or the Replacement Retirement Program, as the case may

be, attributable to the recognition under such AAM plans of the credited service that such Transitioned Employees had accumulated on the date they become AAM employees under GM's Pension Plan or Retirement Program. Such present value shall be computed based upon the actuarial assumptions (excluding any assumptions for future retiree benefit increases, but including assumptions regarding employee withdrawal rates) being used by AAM for funding the Replacement Pension Plan or Replacement Retirement Program, as the case may be, at the time each person herein described becomes an AAM employee, and the amount due shall be paid within one hundred twenty (120) days after being confirmed by the respective actuaries for AAM and GM.

5.5. Health Care and Life and Disability Benefits Programs.

5.5.1. AAM health care and life and disability benefits programs will be established by AAM, consistent with Sections 5.2.1 and 5.3.1, to provide coverages for all Transitioned Employees for claims incurred after the date of the Closing.

5.5.2. Upon retirement from AAM, GM shall provide post-retirement health care and basic life insurance coverage to the following Transitioned Employees:

i. Each hourly and salaried Transitioned Employee who is eligible to retire from GM, as of the date he becomes an AAM employee, on a voluntary basis with GM subsidized post-retirement health care and basic life insurance coverage.

ii. Each hourly Transitioned Employee who retires under the Pension Plan on or before September 14, 1996, on a normal, early voluntary or total and permanent disability basis under the provisions set forth in
Section 5.4.2(1)(i) and who otherwise is eligible for post-retirement health care and basic life insurance coverage.

The provision of post-retirement health care and basic life insurance coverage by GM is subject to all applicable benefit plan terms, including but not limited to the right to amend, modify, suspend or terminate the plans, except that such coverages for the aforesaid Transitioned Employees shall not be eliminated or reduced by GM unless such action is fully applicable to all GM employees participating in GM's health care and life and disability benefits programs.

5.5.3. Provision of post-retirement health care and life insurance coverage for all other eligible hourly and salaried Transitioned Employees shall be provided, consistent with Sections 5.2.1 and 5.3.1, under a program(s) to be

established and administered by AAM. Under such program(s), combined GM and AAM service shall be taken into account for eligibility, and GM shall share in the costs by reimbursing AAM as described in Section 5.5.4. In addition, AAM shall provide post-retirement optional and dependent life insurance coverage to all hourly and salaried Transitioned Employees, who are eligible for post-retirement life insurance from GM under the provisions of Section 5.5.2(i) and (ii) above, in an amount equal to that provided by GM to comparably situated employees as of the date of retirement from AAM.

5.5.4. With regard to post-retirement health care and life insurance coverage provided to Transitioned Employees pursuant to Section 5.5.2, AAM will reimburse GM annually for a portion of the cost of such programs allocated on a pro rata basis based on years of service at AAM over years of service at both AAM and GM. With regard to post-retirement health care and life insurance coverage provided to Transitioned Employees pursuant to Section 5.5.3, GM will reimburse AAM annually for a portion of the cost of such programs allocated on a pro rata basis based on years of service at GM over years of service at both GM and AAM, provided that, in the case of hourly Transitioned Employees who retire on a Mutual Retirement or salaried Transitioned Employees who retire on an Incentive Retirement, GMs pro rata reimbursement shall not begin until such employees otherwise would have been eligible to retire with post-retirement health care and life insurance coverage.

5.6. Personal Savings Plan.

In the case of hourly represented Transitioned Employees, AAM's Personal Saving Plan will allow rollovers from the GM Personal Savings Plan to the extent permissible by law.

5.7. Legal Services.

5.7.1. In the case of UAW represented Transitioned Employees, the GM legal services plan shall provide coverage with respect to all files opened prior to the date of the Closing and the AAM legal services plan shall provide coverage with respect to subsequently opened files, except that the GM legal services plan will provide coverage for Transitioned Employees who retire from AAM on a normal, early voluntary or total and permanent disability basis on or before September 14, 1996, pursuant to Section 5.4.2(1)(i).

5.7.2. For the period from the date of the Closing through September 14, 1996, AAM will provide legal services through the UAW-GM Legal Services Plan, including funding as set forth in the 1993 GM-UAW Agreement.

5.8. Training and Tuition Reimbursement Expenses.

5.8.1. GM shall be responsible for payment of all training expenses incurred for Transitioned Employees as of the date of the Closing. Subject to

Section 5.16.1, AAM shall be responsible for all training expenses incurred for Transitioned Employees after the date of the Closing.

5.8.2. GM shall be responsible for payment of all tuition reimbursement expenses for Transitioned Employees for classes commenced prior to the date of Closing. All other

tuition reimbursement expenses, if any, for Transitioned Employees shall be the responsibility of AAM.

5.9. SUB/GIS and JOBS Program.

5.9.1. In the event that GM retains liability for SUB, GIS and JOBS Bank (or successor program) costs with respect to hourly represented Transitioned Employees who become employees of AAM, AAM will indemnify GM for such costs incurred by GM with respect to such employees if (but only to the extent that) layoffs for any one (1) year period (beginning on the date of Closing) exceed, on a percentage basis, any percentage decline in GM's orders to AAM that year from GM's level of orders to AAM for the preceding year. However, no indemnification shall be required for layoffs due to acts of God or in any situation where indemnification payments would duplicate payments made by AAM's layoff and job security programs. AAM's layoff and job security programs are primary over GM's programs.

5.10. Workers' Compensation.

5.10.1. GM shall be responsible for workers' compensation claims of Transitioned Employees based on injuries or illnesses which arose out of and in the course of employment with GM prior to Closing.

5.10.2. AAM will be responsible for workers' compensation claims of Transitioned Employees based on injuries and illnesses which arise out of and in the course of employment with AAM after the date of the Closing. With regard to claims for which GM retains responsibility and which involve the payment of lost-time workers' compensation benefits, at the time any

claimant becomes able to work, AAM will make prompt, reasonable efforts, including reasonable accommodations where necessary, to place such employees in suitable employment.

5.11. Future Changes to Benefit Plans.

Except as otherwise provided in this Article V, nothing herein shall prejudice the right of AAM or GM to amend or terminate any of its plans, programs, policies or arrangements applicable to any Transitioned Employee following the date of the Closing.

5.12. Employee Information; Cooperation in Establishing AAM Benefit Plans.

5.12.1. GM and AAM will each provide the other any relevant information with respect to any Transitioned Employee's employment with, and compensation from, GM or AAM, or rights or benefits under any employee benefit plan which either Party may reasonably request.

5.12.2. AAM will use its best efforts to establish Employee Welfare Benefit Plans for the Transitioned Employees and other AAM employees on a timely basis so that such plans will be in effect as of the date of the Closing. If AAM is unable to arrange for the necessary insurance or other coverage required by such plans, GM shall permit Transitioned Employees and other AAM employees to receive the AAM provided coverages under an arrangement that will be administered by GM pursuant to the appropriate GM welfare benefit plans for at least twelve (12) months following the date of the Closing (plus any mutually agreed upon extensions), subject to AAM's reimbursing GM for the

full costs as reasonably determined by GM. Payment for such costs shall be due not later than the fifteenth day of each month following the month (or part thereof) in which AAM receives the billing for such costs. AAM employees will not be participants in the GM plans, but rather the AAM benefits will be administered by GM pursuant to the appropriate GM welfare benefit plans. AAM will have its own benefit plans, make appropriate governmental filings for such plans, and form a committee or designate an individual as the final step for the ERISA appeal process.

5.12.3. In the event AAM is unable to arrange for the necessary employee welfare benefit plan coverages and/or administration as of the date of the Closing as described in Section 5.12.2, GM will also make available to AAM for a period of at least twelve (12) months following the date of the Closing (plus any mutually agreed upon extensions), the following services as they relate to the employee welfare benefit plans made available during such period pursuant to
Section 5.12.2, provided that such plans remain at all times substantially the same as those provided by GM prior to the date of the Closing: (i) personnel administration and employee benefits administration, (ii) management information systems and central data processing support, and (iii) accounting and treasury services. Such services shall be performed for a fee which shall equal the cost to GM of providing such services as reasonably determined by GM, and which shall include fully allocated administrative charges. Payment of such fee shall be due not later than the fifteenth day of each month following the month

(or part thereof) in which AAM receives the billing for such services. The terms of such services will be described in greater detail in a separate transition service agreement, to the extent such services are necessary.

5.12.4. AAM shall cause the waiver of any applicable waiting periods, vesting requirements, medical examinations or other restrictions (whether imposed by AAM or its insurers) which might otherwise delay or prevent the initial participation of Transitioned Employees in such employee benefit programs as of the date of the Closing. Such waiver with respect to the AAM Optional Group Life Insurance Plan and Dependent Group Life Insurance Plans shall be limited to hourly and salaried Transitioned Employees currently participating in GM's applicable benefit program(s) in an amount of insurance or coverage currently in force in respect to such Transitioned Employees.

5.13. Wrongful Acts.

Notwithstanding anything to the contrary in this Agreement, GM shall not be liable for any adverse consequences arising from a wrongful act by AAM with respect to any Transitioned Employee. Notwithstanding anything to the contrary in this Agreement, AAM shall not be liable for any adverse consequences arising from a wrongful act by GM with respect to any Transitioned Employee.

5.14. Grievances.

GM has disclosed to AAM all pending and threatened labor grievances and arbitration proceedings which may have a material adverse effect on the conduct of the Business. The

parties will address grievances open as of the date of the Closing ("the Grievances") as set forth below. AAM and GM will cooperate in the defense of the Grievances. AAM will not settle any of the Grievances without GM's consent if such settlement will result in liability for GM. Such consent will not be unreasonably withheld. GM will not settle any of the Grievances without AAM's consent if such settlement will result in liability for AAM. Such consent will not be unreasonably withheld. If the seniority of a grievant is reinstated as a result of the disposition of a Grievance or a court or administrative order, AAM will reinstate the grievant as if the grievant had been a Transitioned Employee as of the date of the Closing. In general, for Transitioned Employees who have been continuously employed, back pay liability for pre-closing dates will be allocated to GM and for post-closing dates will be allocated to AAM. In general, for Transitioned Employees who become AAM employees because they are reinstated through the grievance procedure, back pay liability will be allocated to GM. The parties will discuss treatment of Grievances involving unusual circumstances.

5.15. Dual Coverages. If a Transitioned Employee is eligible for coverage under employee welfare benefit plans maintained by both GM and AAM, he first shall be paid any benefits to which he may be entitled from the AAM plan before being entitled to receive any benefits from the GM plan. Except as otherwise specifically provided in this Article V, AAM will not intentionally fashion its employee welfare benefit plans in such a manner as to provide benefits only for those AAM employees

who are ineligible for coverage under plans maintained by GM. Neither GM nor AAM will design or negotiate their pension plans or employee welfare benefit plans in a manner which is designed to circumvent their intended responsibilities for the Transitioned Employees as set forth in Article V.

5.16. Miscellaneous.

5.16.1. Training.

A. AAM will continue to participate in joint activities through the UAW-GM Human Resource Center in the same manner as provided prior to the date of the Closing through September 14, 1996. This includes funding levels, the funding approval process, and full participation in jointly developed and negotiated programs. Upon the expiration of the 1993 GM-UAW Agreement, AAM's funding obligations will be met by a payment to the UAW-GM Human Resource Center in an amount equal to the accumulated funding obligation incurred by AAM during the life of the 1993 GM-UAW Agreement. AAM's funding rate for overtime hours will be based on the applicable GM corporate average overtime rate for U.S. markets. In the event and to the extent that AAM is required to pay any amounts determined by a rate in excess of GM's corporate average overtime rate for U.S. markets for such overtime hours, GM will promptly reimburse AAM for all such excess payments.

B. AAM's Joint Program Representatives will be appointed by the Director of the UAW-General Motors Department for the duration of the 1993 GM-UAW Agreement.

C. Individuals who are performing activities for the UAW-GM HRC will continue to do so for the duration of the 1993 GM-UAW Agreement unless notified to the contrary by the Director of the UAW-GM Department.

VI. ENVIRONMENTAL MATTERS

6.1. GM's Environmental Reports/Post-Closing Matters.

6.1.1. Environmental Confidentiality Agreement. GM and AAM have entered into an Environmental Confidentiality Agreement regarding environmental matters which is dated September 15, 1993, and is attached hereto as Exhibit 6.1.1. (the "ECA"). GM and AAM agree that the terms and conditions of the ECA are hereby amended so as to apply through the longest indemnity period set forth in this Article VI. and shall take precedence over any provisions of this Article VI. inconsistent with the ECA.

6.1.2. Environmental Reports and Implementation of Remedial Plans.

A. Environmental Reports. Before or after the date of Closing, GM will cause Haley & Aldrich or another independent environmental consultant selected by GM to conduct an environmental assessment, which may be performed in phases both prior to and after the date of Closing, to determine the Pre-Closing Environmental Condition of the Real Property, the nature and scope of which assessment will be determined by GM in its sole discretion. GM will provide copies of the final reports of such assessment or phases thereof (the "Environmental Reports"), as they become available, to AAM under the terms of

the ECA. The following Environmental Reports have been delivered to AAM by GM prior to the date of Closing:

1.       Phase I Environmental Site              by:      Haley & Aldrich, Inc.
         Assessment                                       Rochester, New York
         Saginaw Division - Buffalo                       File No. 70451-40
         Plant ("Buffalo Plant")                          December 14, 1993
         Buffalo, New York

2.       Phase I Environmental Site              by:      Haley & Aldrich, Inc.
         Assessment                                       Rochester, New York
         Saginaw Division - Tonawanda                     File No. 70452-40
         Forge Plant                                      December 10, 1993
         Tonawanda, New York
         ("Tonawanda Plant")

3.       Phase I Environmental Site              by:      Haley & Aldrich, Inc.
         Assessment                                       Cleveland, Ohio
         Saginaw Prop Shaft Facility                      File No. 79010-40
         Three Rivers, Michigan                           December 10, 1993

4.       Phase I Environmental Site              by:      Haley & Aldrich, Inc.
         Assessment                                       Cleveland, Ohio
         Saginaw Division - General                       File No. 79012-40
         Motors Corporation                               December 15, 1993
         Detroit Gear & Axle Plant
         Hamtramck/Detroit, Michigan


5.       Phase I Environmental Site              by:      Haley & Aldrich, Inc.
         Assessment                                       Cleveland, Ohio
         Saginaw Division - Detroit                       File No. 79013-40
         Forge Facility                                   December 10, 1993
         Detroit, Michigan

The Environmental Reports will include action plans for any subsequent investigation, cleanup, remediation, and/or other actions which GM determines, in accordance with Section 6.1.2.B., should be or must be conducted under specifically applicable Environmental Laws, as existing and in effect as of the date of

Closing, to address Pre-Closing Environmental Conditions (the "Remedial Plan(s)"); provided, however, that the Remedial Plan(s) will provide for an action plan relating to the area at the Buffalo Plant described in the Phase I Environmental Site Assessment for the Buffalo Plant as the "Inactive Hazardous Waste Site" (also referred to as "Parking Lot #4") taking into consideration the factors set forth in Section 6.1.2.B(ii) or, if GM enters into a consent order with the State of New York to address such area, as required under such order. Such actions may include reporting/discussing environmental issues related to the Real Property with appropriate governmental agencies. GM will, in its sole discretion, determine whether such reports/discussions should or must be initiated with such governmental agencies. Subject to Section 6.12.5, AAM retains the right to make reports to governmental agencies if and to the extent required by Environmental Laws.

B. Implementation of Remedial Plans. AAM acknowledges and agrees that in determining whether an action should be conducted or is required to be conducted under any specifically applicable Environmental Laws, as existing and in effect as of the date of Closing, under Section 6.1.2.A. or 6.1.3. to address Pre-Closing Environmental Conditions: (i) the decision as to whether any Pre-Closing Environmental Condition should be addressed or is required to be addressed under any specifically applicable Environmental Law will be in GM's sole discretion; and (ii) GM will, to the extent not prohibited by law, utilize the following factors in developing the particular

action to be undertaken or in determining that no action will be undertaken: (a) specific requirements, if any, under applicable Environmental Laws, as existing and in effect as of the date of Closing; (b) technical feasibility of the action(s); (c) economic reasonableness of the action(s); (d) continued industrial use of the Real Property, as defined in Section 1.1.1, substantially

similar to its use by GM before the date of Closing; and (e) human health and environmental risk-based factors, including, but not limited to: (1) likely exposure pathways consistent with continued industrial use of the Real Property, as defined in Section 1.1.1, substantially similar to its use by GM before the date of Closing; (2) typical simulated exposure distributions consistent with such exposures; (3) fate and transport characteristics; (4) local geology and hydrogeology; and (5) toxicity of the material(s) in question. Unless or to the extent required by law or agency directive, GM will not propose any action which would significantly and materially impair the ability of AAM to produce products in the ordinary course of business as conducted by GM before the date of Closing without the prior consent of AAM, which consent will not be unreasonably withheld. Subject to events of Force Majeure, GM will use reasonable efforts to commence implementation of the Remedial Plans as expeditiously as practicable. AAM agrees that GM will have access to the Assets, including, but not limited to, the Real Property, as defined in Section 1.1.1, after the date of Closing consistent with Section 6.3 to undertake any activities under the Remedial Plans.

C. Agency Contact. Unless specifically requested by GM or, subject to
Section 6.12.5, required by Environmental Laws, AAM acknowledges and agrees that AAM will have no right to participate in any of GM's discussions/negotiations with any governmental agencies and will not independently engage in any discussions/negotiations with any governmental agencies regarding GM's activities hereunder, including, but not limited to, activities under any Remedial Plan or Compliance Plan, as hereafter defined, or any other issues related to the environmental condition of the Real Property, including, but not limited to, any Pre-Closing Environmental Conditions or Non-Compliance Matters, without the prior written consent of GM.

D. Notification of GM. AAM agrees that it will, as soon as practical, notify GM of any contact, whether written, verbal, or in person, by or with any governmental agency, agency representative, or any other party regarding GM's activities at or any other issues related to the environmental condition or compliance status of the Real Property, as defined in Section 1.1.1, the Assets or the Business including, but not limited to, Pre-Closing Environmental Conditions, Non-Compliance Matters or activities under a Remedial Plan or as defined hereafter, a Compliance Plan. This provision will be effective through the end of the tenth year after the date of Closing, except that it will remain in effect thereafter as to any Remedial Plan or Compliance Plan which is still being implemented by GM at the end of such tenth year until the implementation of such plan has been completed.

E. Scope of GM's Obligations. Notwithstanding the foregoing, AAM acknowledges and agrees that, except as specifically provided in Sections 6.1.2., 6.1.3., 6.2.1., 6.8., 6.9., 6.12.2. or 6.12.4., GM will have no obligation to undertake or conduct any cleanup, remediation, and/or other actions with respect to any environmental condition(s) or a non-compliance matter at the Real Property, as defined in Section 1.1.1, or concerning the Assets or Business, including, but not limited to, Pre-Closing Environmental Conditions or Non-Compliance Matters, or be liable to AAM or any third party for any such matters, and AAM will indemnify and defend GM therefrom in accordance with the provisions of Section 6.12.3.

F. AAM's Review of Remedial Plans. GM will provide AAM with a copy of the proposed Remedial Plan(s), as may be amended from time to time, subject to the terms of the ECA for undertaking and completing investigation, cleanup, remediation, and/or other actions to address Pre-Closing Environmental Conditions under Section 6.1.2.A. or 6.1.3. AAM will have the right to review and comment on such Remedial Plan(s) prior to implementation by GM. GM will cooperate reasonably with AAM in facilitating AAM's review of the Remedial Plan(s). GM will consider AAM's comments on the Remedial Plans and, if requested by AAM, discuss AAM's comments on the Remedial Plans with AAM. AAM will complete its review promptly, but in no event will AAM's review period exceed thirty (30) calendar days after AAM's receipt of any Remedial Plan unless additional time is reasonably required. Any requests for additional time must be made in

writing within the review period; provided, however, that in the event that a shorter time for review is made necessary as a result of the need to obtain the approval of a governmental agency or as a result of a requirement of a governmental agency, then AAM's review time will be shortened to a period which is reasonable under the circumstances as specified by GM. If AAM does not object to the Remedial Plan(s) within the review period, GM will implement the Remedial Plan(s) as proposed or modified to address comments or objections from AAM consistent with this Section 6.1.2.F and as the Remedial Plan(s) may be amended from time to time. Notwithstanding any comments by AAM on the Remedial Plan(s), any objection to the Remedial Plan(s) by AAM must be timely and must be based solely upon a showing by AAM that an action(s) set forth in the Remedial Plan(s) will significantly and materially impair the ability of AAM to produce products in the ordinary course of business as conducted by GM before the date of Closing. If AAM makes such a showing, GM will modify its Remedial Plan(s) so as to not significantly and materially impair the ability of AAM to produce products in the ordinary course of business as conducted by GM before the date of Closing. Notwithstanding and without limiting the foregoing, AAM may not object to any Remedial Plan: (i) because a different action(s) might take a shorter period of time, require less of a presence of GM or its representatives at the Real Property, as defined in Section 1.1.1., or be preferable to AAM;
(ii) to require action(s) more stringent or materially different from that required under Environmental Laws, as existing and in effect

as of the date of Closing; (iii) to require changes to an action(s) which was commenced or was substantially in place and/or negotiated prior to the date of Closing; or (iv) to require any modification or replacement of any personal property, building or fixture, or any process or material respecification where an alternative exists to address a Pre-Closing Environmental Condition. GM will have access to the Real Property, as defined in Section 1.1.1, after the date of Closing consistent with Section 6.3. to undertake any activities under the Remedial Plans. AAM will cooperate with GM in performing such post-closing activities.

G. AAM's Environmental Reports. AAM agrees to provide to GM, promptly upon request and during the longest indemnity period under this Article VI., copies of any environmental reports, data or assessments prepared or collected by or on behalf of AAM except those which are protected by the attorney-client privilege or the attorney-work product doctrine; provided, however, that no data relating to the quality, quantity or concentration of any emission, discharge or environmental medium or any constituent or contamination thereof at the Real Property, as defined in Section 1.1.1., or relating to the Assets will be subject to any such privilege or doctrine.

6.1.3. Post-Closing Matters. If, during the first five (5) years after the date of Closing, AAM discovers a potential Pre-Closing Environmental Condition which was not a condition or matter identified, assessed or investigated in the Environmental Reports, GM will, with respect to such condition,

take actions which GM determines should be conducted or must be conducted under specifically applicable Environmental Laws, as existing and in effect as of the date of Closing, so long as AAM establishes that such condition: (i) is significant and material; (ii) was in existence as of the date of Closing; and
(iii) was not caused or significantly contributed to, significantly aggravated by, or significantly exacerbated by AAM. If AAM makes such a showing, such condition will be deemed a Pre-Closing Environmental Condition and GM will address such condition under the provisions of Section 6.1.2. For purposes of Sections 6.1.3., 6.12.2. and 6.12.3, the condition will be deemed to be "significant and material" if the cost to remediate such condition, as reasonably determined or estimated using best engineering judgment, exceeds $45,000, exclusive of costs of investigation, evaluation, assessment, oversight, operation and maintenance, and any fines or penalties associated therewith. With respect to any significant and material Pre-Closing Environmental Condition subject to this Section 6.1.3. which becomes subject to a Remedial Plan under
Section 6.1.2.B., GM will be responsible only for costs reasonably incurred by AAM with respect to investigation, evaluation and assessment with respect to such significant and material Pre-Closing Environmental Condition in excess of

$50,000, and GM will reimburse AAM for any of its costs for investigation, evaluation and assessment in excess of $50,000; provided, however, that before AAM incurs costs in excess of $50,000 with respect to such investigation, evaluation and assessment, AAM will submit to GM

for review and approval a work plan setting forth the nature of the investigative, evaluation and assessment work to be performed, an estimate using best engineering judgment of the cost thereof and the basis for undertaking such work. GM will expeditiously review and comment upon any such work plan and AAM will consider and, if reasonable, adopt GM's comments on the work plan. If, as modified, the work plan and the activities thereunder are reasonable in purpose, scope, cost, duration and extent, GM will not unreasonably withhold its approval of such work plan. With respect to GM's indemnification obligations under
Section 6.12.2, GM will also be responsible only for costs with respect to each such significant and material Pre-Closing Environmental Condition in excess of $50,000 and AAM will be responsible for all such costs less than $50,000. The term "best engineering judgment" will mean the application of generally accepted engineering principles and cost estimation techniques to determine the cost of investigation, assessment, evaluation and performance of remediation of a Pre-Closing Environmental Condition based upon credible and verifiable facts, and confirmation and use of the factors set forth in Section 6.1.2.B.

6.2. GM's Environmental Compliance Audit(s); Environmental Permits.

6.2.1. Compliance Review.

A. Compliance Plans and Implementation. GM has retained Haley & Aldrich to conduct a review(s) of the compliance status of the operations of the Business with Environmental Laws, as existing and in effect as of the date of Closing. GM has

provided AAM with a copy of the final report(s) of this compliance review(s) subject to the terms of the ECA (the "Environmental Compliance Audits") as described below:

1.       Environmental Compliance                by:      Haley & Aldrich, Inc.
         Audit                                            Cleveland, Ohio
         Saginaw Buffalo Plant                            File No. 70451-41
         Buffalo, New York                                December 9, 1993


2.       Environmental Compliance                by:      Haley & Aldrich, Inc.
         Audit                                            Cleveland, Ohio
         Saginaw Division - Tonawanda                     File No. 70452-41
         Forge Plant                                      December 9, 1993
         Tonawanda, New York

3.       Environmental Compliance                by:      Haley & Aldrich, Inc.
         Audit                                            Cleveland, Ohio
         Saginaw Division - Prop                          File No. 79010-41
         Shaft Facility,                                  December 10, 1993
         Three Rivers, Michigan

4.       Environmental Compliance                by:      Haley & Aldrich, Inc.
         Audit                                            Cleveland, Ohio
         Saginaw Division - Gear &                        File No. 79012-41
         Axle Facility                                    December 8, 1993
         Detroit, Michigan

5.       Environmental Compliance                by:      Haley & Aldrich, Inc.
         Audit                                            Cleveland, Ohio
         Saginaw Division - Detroit                       File No. 79013-41
         Forge Facility                                   December 10, 1993
         Detroit, Michigan

GM will develop compliance plan(s) to address the matters to be set forth on Exhibit 6.2.1.A. before the date of Closing (which matters will be set forth based on the information contained in

the Environmental Compliance Audits) or which may be added after the date of the Closing as set forth below under Environmental Laws, as existing and in effect as of the date of Closing (the "Compliance Plans") to the extent such matters constitute Non-Compliance Matters or will address one or more of such Non-Compliance Matters in the manner set forth on Exhibit 6.2.1.A. AAM and GM agree that the matters to be set forth on Exhibit 6.2.1.A. based on the Environmental Compliance Audits will be determined prior to the date of the Closing, and they each agree that it will be a condition precedent to each of their respective obligations to consummate the transactions set forth in this Agreement that such determinations are mutually satisfactory to AAM and GM. As soon as practicable, but in no event later than ninety (90) calendar days after the date of Closing, AAM may propose that additional matters be added to Exhibit 6.2.1.A. If GM reasonably determines that such matters were in existence as of the date of Closing and constituted a Non-Compliance Matter, such matters will be added to Exhibit 6.2.1.A. and will be addressed by GM in the Compliance Plans or in the manner set forth on Exhibit 6.2.1.A. GM will be responsible only for addressing the Non-Compliance Matters set forth in the Compliance Plans in the manner described in the Compliance Plans or in Exhibit 6.2.1.A. No Non-Compliance Matter will constitute a Pre-Closing Environmental Condition for purposes of this Agreement or otherwise.

B. AAM's Review of Compliance Plans. GM will provide AAM with a copy of the proposed Compliance Plan(s), as

may be amended from time to time, subject to the terms of the ECA. AAM will have the right to review and comment on such Compliance Plan(s) prior to implementation by GM. GM will cooperate reasonably with AAM in facilitating AAM's review of the Compliance Plan(s). GM will consider AAM's comments on the Compliance Plan(s) and, if requested by AAM, discuss AAM's comments on the Compliance Plan(s) with AAM. AAM will complete its review promptly, but in no event will AAM's review period exceed thirty (30) calendar days after AAM's receipt of any Compliance Plan unless additional time is reasonably required. Any requests for additional time must be made in writing within the review period; provided, however, that in the event that a shorter time for review is made necessary as a result of the need to obtain the approval of a governmental agency or as a result of a requirement of a governmental agency, then AAM's review time will be shortened to a period which is reasonable under the circumstances as specified by GM. If AAM does not object to the Compliance Plan(s) within the review period, GM will implement the Compliance Plan(s) as proposed or modified to address comments or objections from AAM consistent with this Section 6.2.1.B. and as the Compliance Plan(s) may be amended from time to time. Notwithstanding any comments by AAM on the Compliance Plan(s), any objection to the Compliance Plan(s) by AAM must be timely and must be based solely upon a showing by AAM that an action(s) set forth in the Compliance Plan(s) will significantly and materially impair the ability of AAM to produce products in the ordinary course of business as conducted by GM before the

date of Closing. If AAM makes such a showing, GM will modify its Compliance Plan(s) so as to not significantly and materially impair the ability of AAM to produce products in the ordinary course of business as conducted by GM before the date of Closing. Notwithstanding and without limiting the foregoing, AAM may not object to any Compliance Plan: (i) because a different action might take a shorter period of time, require less of a presence of GM or its representatives at the Real Property, as defined in Section 1.1.1., or be preferable to AAM;
(ii) to require action(s) more stringent or materially different from that required under Environmental Laws, as existing and in effect as of the date of Closing; (iii) to require changes to an action(s) which was commenced or was substantially in place and/or negotiated prior to the date of Closing; or (iv) to require any modification or replacement of any personal property, building or fixture, or any process or material respecification where an alternative exists to address a Non-Compliance Matter. GM will have access to the Real Property, as defined in Section 1.1.1., after the date of Closing consistent with Section

6.3. to undertake any activities under the Compliance Plans. AAM will cooperate with GM in performing such post-closing activities. Subject to events of Force Majeure, GM will use reasonable efforts to commence implementation of the Compliance Plans as expeditiously as practicable.

C. Except as set forth in Section 6.8. or 6.9., AAM will be solely responsible and liable for correcting and/or resolving any Non-Compliance Matter not set forth on Exhibit

6.2.1.A. and AAM will indemnify and defend GM in connection with any such matter in accordance with Section 6.12.3. GM will reasonably cooperate with AAM in AAM's efforts in addressing such matters.

6.2.2. Environmental Permits; Transfer. Set forth on Exhibit 6.2.2. are all of the environmental permits, licenses and authorizations identified by GM and issued with respect to the operations at the Real Property, as defined in
Section 1.1.1. ("Environmental Permits"). Prior to the date of Closing, GM will take all actions reasonably required to effect the transfer to AAM of the Environmental Permits which can be transferred solely by notification to the applicable permitting authority. GM will use its best efforts to transfer to AAM all other Environmental Permits which require consent, review, approval or additional actions other than mere notification, and which may be lawfully transferred to AAM. AAM will be solely responsible for (i) obtaining or effecting the transfer of all Environmental Permits which are not transferable prior to the date of Closing under the two preceding sentences; and (ii) all other permits, licenses, authorizations and approvals required with respect to the Assets, the Real Property, as defined in Section 1.1.1, and the Business under Environmental Laws, as existing and in effect as of the date of Closing and thereafter, which have not been issued as of the date of Closing. GM and AAM agree to reasonably cooperate with one another in obtaining any consents, reviews or approvals necessary to transfer or obtain the Environmental Permits and in identifying, applying for and obtaining any permits, licenses,

authorizations or approvals referred to in the preceding clause (ii) under Environmental Laws as existing and in effect as of the date of Closing. Any Environmental Permit transferred under this Section 6.2.2. will be considered to be an Asset of the Business transferred to AAM under this Agreement.

6.3. Post-Closing Access to Real Property; Documentation of Actions.

A. AAM acknowledges and agrees that, at any time after the date of Closing and, except where emergency conditions require otherwise, upon reasonable prior

notice, GM and its representatives may come upon the Real Property, as defined in Section 1.1.1., to: (i) undertake any actions with respect to any Remedial Plan under Section 6.1.2. or 6.1.3.; (ii) undertake any actions with respect to any Compliance Plan under Section 6.2.1.; or (iii) undertake any actions under Sections 6.8., 6.9., 6.12.2. or 6.12.4. GM will keep AAM apprised of scheduled activities at the Real Property. AAM agrees to: (i) cooperate with GM and its representatives in obtaining any requisite governmental approvals, consents, authorizations, waivers, or permits which may be required in connection with Remedial Plans or Compliance Plans, and which will be obtained at GM's sole expense, to conduct such activities; (ii) not interfere with any actions instituted by GM before the date of Closing or under this Agreement or any Remedial Plan or Compliance Plan; (iii) do all things reasonably necessary and appropriate to allow GM to implement actions under this Agreement or any Remedial Plan or Compliance Plan; and (iv) exercise due care so as not to

adversely affect the installation, operation, integrity or maintenance of any action or remedy existing or taken at or about the Real Property, as defined in
Section 1.1.1., before the date of Closing or thereafter under this Agreement or any Remedial Plan or Compliance Plan. Regarding activities undertaken pursuant to Sections 6.1.2., 6.1.3., 6.2.1., 6.8., 6.9., 6.12.2. or 6.12.4.B. and C., GM agrees to provide AAM with documentation detailing the actions taken by GM. AAM will cooperate with GM in performing such post-closing activities. GM will indemnify, defend and hold AAM harmless from any personal injury or property damage to a third party (including any AAM employee) or to AAM's property which occurs solely and directly as a result of GM's access to the Real Property pursuant to this Section 6.3. and which is due solely to GM's negligent act or omission; provided, however, no action taken or condition created as a result of GM's implementation of a Remedial Plan or a Compliance Plan will be subject to the foregoing indemnification. GM's indemnification obligation under the preceding sentence will not include any liability for consequential damages, special damages or incidental damages such as, by way of example and not limitation, loss of profits, loss of business opportunity, or any attorney's or consultant's fees or other expenses as to any matter as to which GM has accepted its defense and indemnity obligation, and the procedures specified in Section 6.12.2.A. through H. will apply to any such claim for indemnification.

B. In connection with GM's access to the Real Property, as defined in
Section 1.1.1., for any purpose under

this Article VI., both GM and AAM will exercise best efforts to avoid unreasonably interfering with the actions, business and operations of the other party on and associated with the Assets, the Real Property, as defined in

Section 1.1.1., and the Business and the access of each party thereto. GM will abide by all applicable health and safety requirements of AAM while conducting actions on the Real Property, as defined in Section 1.1.1. GM or its agents may need access to services, including potable water, electric and telephone utilities, security and possibly wastewater treatment facilities, in connection with its activities on the Real Property, as defined in Section 1.1.1., subsequent to the date of Closing. AAM will provide GM or its agents with access to such utilities and facilities, on GM's reasonable request, for all purposes authorized or required under this Article VI. Such access will be utilized by GM or its agents in a reasonable manner which will minimize interference with AAM's operation of the Business. GM will reimburse AAM for GM's share of the reasonable cost of providing such services upon receipt from AAM of reasonably satisfactory evidence of the cost for such services based on a proportional share mutually agreed to by the parties.

C. In the event that GM requires access to the Real Property, as defined in
Section 1.1.1., relating to the Tonawanda Forge Plant to investigate any environmental condition or to undertake any remedial action with respect to or relating to the adjacent GM Powertrain Division Engine Plant, AAM will

grant GM such access as is reasonably necessary and which is consistent with the access provided under Sections 6.3.A. and B.

6.4. Generator-Only Status. AAM acknowledges, warrants and agrees that it will not treat, store, or dispose of any hazardous substances, hazardous wastes, or toxic substances as those terms are defined under Environmental Laws, as may be amended from time to time, on, at or below the Real Property, as defined in
Section 1.1.1., and will maintain generator-only status; provided, however, that AAM may: (i) temporarily or for a limited time period accumulate such substances or wastes as allowed under Environmental Laws without the necessity of a license or permit therefor; and (ii) use for lawful purposes and in a safe and environmentally appropriate and lawful manner commercial products which may contain such substances so long as and to the extent that AAM does not adversely affect or impact any property or operation of GM which may occur in the vicinity of the Real Property. AAM will use its best efforts to obtain new identification numbers which are required under Environmental Laws for hazardous waste management activities with respect to hazardous waste generated by the Business at the Real Property after the date of Closing. GM represents and warrants that no permit has been issued prior to the date of Closing with respect to the Business for operation of a hazardous waste treatment, storage or disposal facility under RCRA or any state law equivalent.

6.5. Restrictions on Use and Transfer.

A. AAM acknowledges, warrants and agrees that any contract, deed, transfer document or other instrument for transfer of any interest in, possession of, or right to use the whole or any part of the Real Property, as defined in Section 1.1.1., through sale, lease, license, easement or otherwise, including, but not limited to, any contract, deed, transfer document or other instrument for transfer of any such interest by and between GM and AAM in connection with or pursuant to this Agreement, will incorporate the obligations of AAM and any subsequent user, occupant or transferee of the Real Property, as defined in
Section 1.1.1., set forth in Sections 6.3., 6.4. and 6.5.B., and will restrict use of the Real Property, as defined in Section 1.1.1., from and after the date of Closing and, except as provided in the succeeding sentence, in perpetuity thereafter to industrial use and without access by members of the general public. Such restriction will allow for customary office and other uses ancillary to the principal use of the Real Property for industrial use, will provide that the restriction may be eliminated as an encumbrance upon the Real Property, as defined in Section 1.1.1., only with the written consent of GM, and will provide that it is directly enforceable by GM against AAM and any subsequent user, occupant or transferee of the Real Property, as defined in
Section 1.1.1.

B. In the event AAM wishes to transfer all or any part of or any interest in the Real Property, as defined in Section 1.1.1., to a third party, it will require as a condition of any

such transfer that the transferee covenant not to sue and release GM from all liability for any environmental matter or condition involving the Real Property, as defined in Section 1.1.1., and be bound by the provisions of this Article
VI., other than AAM's indemnification obligations under Section 6.12.3 and assume the obligations of AAM under this Article VI., other than AAM's indemnification obligations under 6.12.3.; provided, however, that no such assumption will relieve AAM of its obligations under this Agreement. In the case of any transfer to an Affiliate, the Affiliate will be required as a condition thereof to be bound by all of the provisions of this Article VI. including AAM's indemnification obligations under this Article VI. and assume all of AAM's obligations under the Article VI. including AAM's indemnification obligations under this Article VI.; provided, however, that no transfer to an Affiliate will relieve AAM of its obligations under this Agreement. AAM will indemnify and defend GM against any claims asserted by such transferee against GM which are contrary to the provisions of this Article VI.

6.6. Maintenance of the Real Property. Except as set forth in any Remedial Plan or Compliance Plan, AAM acknowledges, warrants and agrees that, after the date of Closing, AAM will be solely responsible for maintenance of the Real Property, as defined in Section 1.1.1., and the Assets, including, but not limited to, any and all current or future structures, facilities, parking lots, and storage areas, under contracts (including this Agreement), Environmental

Laws, other laws and the common law.

6.7. Compliance With Environmental Laws. AAM acknowledges, warrants and agrees that: (i) after the date of Closing, AAM and any of AAM's successors, tenants, agents, employees, or contractors will comply in all material respects with all Environmental Laws applicable to the use of, operations at or occupancy of the Assets (including, but not limited to, the Real Property, as defined in
Section 1.1.1., and any facilities, structures, parking lots, and storage areas thereon); and (ii) except as specifically otherwise provided in this Article
VI., sole legal and financial responsibility for compliance with all Environmental Laws including hazardous waste management requirements, applicable to the use of, operations at or occupancy of the Assets, including, but not limited to, the Real Property, as defined in Section 1.1.1., will be that of AAM.

6.8. Responsibility for Transformers and Capacitors.

A. GM has informed AAM that the Assets, including, but not limited to, the Real Property, as defined in Section 1.1.1., may include, among other things, transformers and capacitors that may contain mono or polychlorinated biphenyl ("PCBs") dielectric or other materials. Prior to the date of Closing, GM will, at its cost, inspect identified PCB-containing transformers and provide to AAM a copy of the results of its inspection. GM will investigate and, if necessary, remediate any containment structure associated with a PCB-containing transformer determined during the course of such inspection to be leaking. Such remediation will be consistent with the provisions of the PCB Spill Cleanup Policy set forth at 40 CFR Part 761,

Subpart G (1992). Either before or after the date of Closing, as the circumstances may require, GM will take such actions as may be required under TSCA so that GM can lawfully transfer such transformers to AAM as of or after the date of Closing.

B. After the date of Closing, and without limitation of the other obligations of AAM under this Agreement, AAM agrees to use, store, mark, handle, transport, distribute in commerce, and/or dispose of properly the PCB transformers and capacitors, including, but not limited to, the PCB materials contained therein, in compliance with Environmental Laws and other laws.

C. Other than as provided in Sections 6.8.A. and 6.8.D., AAM agrees that GM will have no further obligation or liability with regard to such PCB and PCB containing equipment or material, including, but not limited to, transformers

and capacitors, and the PCB materials contained therein or any release thereof, after the date of Closing, and that AAM will be and remain solely liable and responsible for the proper handling, marking, transportation, distribution in commerce, storage, use, maintenance, repair, or disposal of such transformers and capacitors, including the PCB fluids contained therein or any release thereof, under contract (including this Agreement), Environmental Laws, other laws, and the common law, and AAM will indemnify and defend GM therefrom in accordance with Section 6.12.3.

D. AAM acknowledges that an exterior building siding or cladding material known as "Galbestos" may be in use at

the Tonawanda Plant and that such use may not presently be subject to a use authorization under 40 CFR Part 761 (1992). With respect to such material, GM agrees that, if at any time within the first five (5) years after the date of Closing it is expressly determined by a regulation or final order of a governmental agency with jurisdiction in the matter duly promulgated or issued under TSCA and taking effect within such time period that such material may not lawfully remain in use, then GM will reimburse AAM for its reasonable and actual costs and expenses incurred in the removal and disposal of such material in the manner then required by TSCA, and in accordance with the plan and cost estimate approved by GM, and AAM will be solely responsible for all costs and expenses associated with the replacement of such material. If any such final order is issued, AAM will, if requested by GM, prosecute and perfect an appeal of such order or any affirmance thereof in the manner prescribed by GM and with counsel of GM's choice, and GM will in such event pay the cost and expense incurred by AAM to appeal any such order or affirmance thereof; provided, however, that if GM has requested that AAM appeal such order and the appeal thereof is ongoing at the end of the five (5) year period set forth above, GM's obligations under this subsection will continue until the appeal has been finally determined. Prior to any such removal and disposal, AAM will submit to GM for its approval, a plan and cost estimate for effecting such removal and disposal. Any removal, disposal or replacement costs incurred by AAM with respect to such material in the ordinary course of business or not mandated

by the regulation or order of a governmental agency promulgated or issued under TSCA after the date of Closing will be the sole responsibility of AAM and AAM will indemnify and defend GM therefrom in accordance with Section 6.12.3.

6.9. Responsibility for Asbestos.

A. GM has informed AAM that the Assets, including, but not limited to, the

Real Property, as defined in Section 1.1.1., may include, among other things, asbestos insulation and other asbestos-containing material ("ACM"). Either before or after the date of Closing, GM will, at its sole cost, engage an independent consulting firm to conduct a survey of all reasonably accessible ACM at the Real Property, as defined in Section 1.1.1., and to prepare a written report of its findings. Such survey will take into account the location, condition, friability, accessibility, and frequency and manner of use of and exposure to such ACM. Upon completion of the survey, GM will provide a copy thereof to AAM and agrees to remove or, at its option, repair only friable ACM identified in the survey which is excessively damaged and accessible and which poses an immediate threat of release to the general worker population.

B. Except as provided in Section 6.9.A. and 6.9.C., after the date of Closing, and without limitation of the other obligations of AAM under this Agreement, AAM agrees that GM will have no further obligation or liability with regard to the presence, maintenance, handling, repair, use, removal, release, storage, or disposal of any ACM, and that AAM will be and remain solely liable and responsible for such activities under contract

(including this Agreement), Environmental Laws, other laws, and the common law, and AAM will indemnify and defend GM therefrom in accordance with Section 6.12.3.

C. Liability for Employee Asbestos-Related Claims will be borne by the parties as follows. AAM's portion of such liability will be equal to an amount determined by multiplying the aggregate liability for such claim by a fraction, the numerator of which fraction will be the period of employment of the claimant with AAM at the facility in question on and after the date of Closing, and the denominator of such fraction will be the total period of employment of such claimant with GM at the facility in question before the date of Closing and with AAM at the facility in question on and after the date of Closing. That portion of the aggregate liability for such claim not allocated to AAM as provided in the preceding sentence will be GM's responsibility. For purposes of this Section 6.9.C., the term "Employee Asbestos-Related Claim" will mean lawsuits and claims brought or made by or on behalf of employees or former employees of the Business for personal injuries arising, or alleged to have arisen, from exposure to asbestos fibers, either before or after the Closing, on the Real Property, as defined in Section 1.1.1., including all claims for compensation pursuant to applicable worker's compensation or related or similar legislation.

6.10. No Arrangement for Disposal. GM and AAM acknowledge that the transactions contemplated by this Agreement constitute a sale and transfer of assets in the ordinary course of business and are not intended in any way, nor will they be

deemed to be, an arrangement for treatment, storage or disposal of any of the Assets or any substances or materials contained therein. AAM agrees that GM will not have any liability under any Environmental Law by virtue of such transfer alone.

6.11. GM's Inspection Rights. AAM acknowledges and agrees that GM has the right, at any time and at least semi-annually, and, except where emergency conditions require otherwise, upon reasonable notice, during the period of GM's indemnity obligations set forth in this Article VI., to inspect or audit the Assets, including, but not limited to, the Real Property, as defined in Section 1.1.1., from time to time, to observe AAM's or its tenant's, agents, employee's, or contractor's compliance with Environmental Laws and the provisions of this Agreement. During such inspection or audit, AAM agrees to provide all documents and information reasonably requested by GM and provide to GM the opportunity to interview AAM's employees relating to environmental matters, except such documents and information as are protected by the attorney-client privilege or attorney-work product doctrine; provided, however, that no data relating to the quality, quantity or concentration of any emission, discharge or environmental medium or any constituent or contamination thereof at the Real Property, as defined in Section 1.1.1., or relating to the Assets will be subject to any such privilege or doctrine. Any such inspection or audit, including employee interviews and assistance, will be coordinated with management personnel responsible for environmental compliance and will not unreasonably interfere with

AAM's continued operation of the Business. This right of inspection does not constitute a duty on GM's part to so inspect and in no event relieves AAM of any obligations under this Agreement or under the law.

6.12. Condition of Assets; Indemnification Obligations.

6.12.1. Condition of Assets.

A. AAM acknowledges, warrants and agrees that, prior to the date of Closing, it has had the opportunity to and has examined and investigated the nature, environmental condition and compliance status of the Assets, including, but not limited to, the Real Property, as defined in Section 1.1.1., and the Business. Except as set forth in Section 6.4., neither GM, nor any agent, attorney, employee, or representative of GM, has made any representation whatsoever regarding the nature, environmental condition or compliance status of the Assets, the Real Property, as defined in Section 1.1.1., or the Business by GM to AAM or any part thereof and that AAM in executing, delivering, and/or performing this Agreement has not relied upon any statement and/or information (including, but not limited to, any Environmental Report or Environmental Compliance Audit), to whomsoever made or given directly, orally or in writing, by any individual, firm, or corporation. The parties assume that the

Environmental Reports and the Environmental Compliance audits do and will in the future accurately describe the condition of the soil, ground water and surface water at the Real Property and the environmental compliance status of the Assets and the Business.

Neither GM nor AAM represents or warrants the accuracy or completeness of the Environmental Reports or the Environmental Compliance Audits, and AAM has entered into this Agreement based solely upon its own inspection, evaluation, review and analysis of such reports and audits and its rights under Sections
6.1.3. and 6.2.1.A.

B. AAM acknowledges and agrees that, except as otherwise provided in this Article VI., it is purchasing the Assets, the Real Property, as defined in
Section 1.1.1., and the Business in an "as is, where is" condition as of the date of Closing and without any right of action with respect to environmental matters or conditions against GM under contract (including this Agreement), Environmental Laws, other laws, the common law or in equity. Except for actions arising under Sections 6.8., 6.9., 6.12.2., 6.12.3.B.2. or 6.12.4., AAM hereby expressly releases and covenants not to sue GM with respect to environmental matters or conditions regarding the Assets, the Real Property, as defined in
Section 1.1.1, or the Business, whether existing before or after the date of Closing, including, but not limited to, environmental matters arising from or related to the presence of PCBs, asbestos, wood floor blocks, ceiling and floor tiles, buildings, refractory brick and any substances, materials or structures at or about the Real Property, as defined in Section 1.1.1., or in or about the Assets.

6.12.2. GM's Indemnification. GM agrees that for a period of five (5) years after the date of Closing and in accordance with the following terms and conditions, GM will

indemnify, defend, and hold AAM harmless from and against any liabilities, damages, penalties, or fines, including, without limitation, reasonable attorney's fees, (but in no event will GM's agreement to indemnify AAM include consequential, special or incidental damages such as, by way of example and not limitation, loss of profits or loss of business opportunity, or any attorney's or consultant's fees or other expenses as to any matter as to which GM has accepted its defense and indemnity obligations) to which AAM may be subjected as a result of an action, suit, complaint, formal notice of probable claim, or proceeding brought by a governmental agency or other third party (hereinafter "Claim"), but only to the extent such Claim is based upon a Pre-Closing Environmental Condition described in any Environmental Report or a significant

and material Pre-Closing Environmental Condition which: (i) constitutes a violation of a specifically applicable Environmental Law, as existing and in effect as of the date of Closing, or (ii) results in an investigation or remediation obligation or liability being imposed under Environmental Laws, as existing and in effect as of the date of Closing. GM agrees that for the period commencing with the sixth year after the date of Closing and continuing through the tenth year after the date of Closing, and in accordance with the following terms and conditions, GM will indemnify, defend and hold AAM harmless from and against any liabilities, damages, penalties, or fines, including, without limitation, reasonable attorney's fees, (but in no event will GM's agreement to indemnify AAM include consequential damages,

special damages or incidental damages such as, by way of example and not limitation, loss of profits or loss of business opportunity, or any attorney's or consultant's fees or other expenses as to any matter as to which GM has accepted its defense and indemnity obligations) to which AAM may be subjected as a result of any Claim, but only if and to the extent such Claim is based upon a Pre-Closing Environmental Condition which is disclosed in any Environmental Report or is a significant and material Pre-Closing Environmental Condition which arises under Section 6.1.3., and AAM establishes that: (i) AAM did not cause or significantly contribute to, significantly aggravate or significantly exacerbate such Pre-Closing Environmental Condition; (ii) AAM has substantially complied with and met in all material respects all of its obligations under this Article VI.; and (iii) GM's determination regarding if and to what extent actions taken or not taken with respect to any such Pre-Closing Environmental Condition was, and resulted in a condition that was, inconsistent with Environmental Laws, as existing and in effect as of the date of Closing. The foregoing indemnities will be effective as follows:

A. AAM agrees that it will promptly, but in no event later than thirty (30) calendar days from the date of its discovery of facts which are reasonably likely to give rise to a demand by it for indemnification under this Article VI. or relating to any such Claim, notify GM in writing of such facts and potential Claim. AAM's written notice will specify in detail the particular facts and Environmental Law involved.

B. AAM and GM will use best efforts to resolve promptly any disputes regarding any Claim hereunder.

C. GM's indemnification obligations hereunder will be apportioned to the extent that a Claim results from, or GM's expenses are materially increased by, AAM's failure to provide timely notice as required under Section 6.12.2.A. No

indemnification obligation exists if, without the prior written approval of GM, AAM has negotiated and/or agreed with a third party to conduct investigation, remediation, or other actions with respect to a Claim or to settle a Claim.

D. After notification is given under Section 6.12.2.A., GM will be entitled, but not obligated, to assume the defense or settlement of any Claim or to participate in any negotiations or proceedings to settle or otherwise eliminate any Claim. If GM fails to elect in writing within thirty (30) calendar days after the notification referred to above to assume the defense or settlement, AAM may engage counsel to defend, settle or otherwise dispose of such Claim.

E. In cases where GM has assumed the defense, settlement or disposition of a Claim, GM will be entitled to assume the defense or settlement thereof with counsel of its own choosing, and will be entitled to settle, compromise, decline to appeal, or otherwise dispose of the Claim without the consent or agreement of AAM; provided, however, that in such event GM shall obtain from the claimant a release in favor of AAM from all liability with respect to such Claim.

F. In any case in which GM assumes the defense or settlement of a Claim and GM, in its sole discretion, so consents, AAM will be entitled to continue to participate at its own cost in any such action or proceeding or in any negotiations or proceedings to settle or otherwise eliminate any Claim for which indemnification is being sought and will have the right to employ its own counsel in any such case, but the fees and expenses of such counsel will be at the expense of AAM; otherwise, AAM will have no such right to participate in any such action or proceeding. In no event will GM be liable to any indemnified party for the cost of employing or using in-house legal counsel regardless of whether GM has, or has not, assumed the defense or settlement of such Claim.

G. In the event indemnification is requested, GM and its representatives and agents will have access to the premises, books and records of the indemnified party or parties seeking such indemnification to the extent reasonably necessary to assist it in defending or settling any Claim; provided, however, that such access will be conducted in such manner so as not to interfere unreasonably with the operation of the Business.

H. Until the expiration of the indemnification period under Section 6.12.2.I., AAM agrees to retain all documents with respect to all matters as to which indemnity may be sought under this Article VI. Before disposing of or otherwise destroying any such documents, AAM will give reasonable notice to such effect and deliver to GM, at GM's expense and upon its request, a copy of any such documents. In addition, each

party to this Agreement agrees to use its reasonable efforts to cause its employees to cooperate with and assist GM in connection with any Claim for which indemnity is sought by AAM hereunder.

I. Upon expiration of the ten (10) year period after the date of Closing, the indemnification requirements of this Section 6.12.2. will terminate and AAM will have no right of action against GM for environmental matters or conditions relating to the Real Property, as defined in Section 1.1.1., the Assets or the Business under contract (including this Agreement), Environmental Laws, other laws, or the common law or in equity; provided, however, that: (i) in the event a Claim is asserted before the end of such ten (10) year period, the obligation of GM to indemnify and defend AAM will continue, but only as to such Claim; and
(ii) in the event GM has not completed a Remedial Plan before the end of such ten (10) year period, GM will nevertheless complete the actions required under such Remedial Plan.

J. If GM, in addressing a Pre-Closing Environmental Condition under Section 6.1.2 or 6.1.3 or in defending or resolving any Claim as to which it has indemnification responsibility under this Article VI., remediates or incurs costs or damages with respect to a matter for which a third party may be responsible or liable, AAM agrees to cooperate with GM in pursuing any claim against such third party and will use its best efforts to assist GM and to enable GM to legally assert such claim against such third party and to recover GM's costs and damages against such third party including, but not limited to, acting as the real party in interest and assigning

AAM's rights or cause of action against any such third party relating to such claim or the proceeds thereof to GM. With respect to any such action, GM agrees to defend, indemnify and hold AAM harmless from and against any cost or liability to which AAM may be subjected as a result of providing such assistance.

6.12.3. AAM's Indemnification.

A. AAM will indemnify, defend and hold GM harmless from and against any Claims, including, without limitation, reasonable attorney's fees, (but in no event will AAM's agreement to indemnify GM include consequential, special or incidental damages such as, by way of example and not limitation, loss of profits or loss of business opportunity, or any attorney's or consultant's fees or other expenses as to any matters as to which AAM has accepted its defense and indemnity obligations) asserted against or to which GM may be subjected and which are caused by, relate to or arise in connection with: (i) any breach by AAM of any warranty or agreement by AAM under this Article VI.; (ii) any violation by AAM of any Environmental Law with respect to the Assets, the Real Property, as defined in Section 1.1.1., or the Business; (iii) any matter with respect to which AAM is obligated to indemnify GM under Section 6.1.2.E.,

6.2.1.C., 6.5.B., 6.8.C., 6.8.D., 6.9.B., 6.9.C. or 6.16.4.A.; and (iv) except as provided in Section 6.12.3.B., any matter as to which GM is not obligated to indemnify AAM under Section 6.12.2. or 6.12.4., whether due to the passage of time beyond the applicable indemnity period, the fact that such matter is not within the scope of GM's indemnification obligations, or

otherwise, including, but not limited to, Claims based on GM's actions, omissions or status, whether negligent or otherwise; Claims relating to a Pre-Closing Environmental Condition arising during the second five (5) year period after the date of Closing which was significantly contributed to or significantly aggravated or significantly exacerbated by AAM; or Claims which were not discovered by AAM within five (5) years after the date of Closing. AAM's indemnification obligations will exist in perpetuity and will not be affected in any way by, or be merged into, the transactions contemplated under this Agreement, and all representations and warranties of AAM in this Article
VI. will also survive the Closing.

B. 1. With respect to any condition or matter which was not identified, assessed or investigated in the Environmental Reports and any condition or matter which is not a significant and material Pre-Closing Environmental Condition subject to Section 6.1.3, AAM's obligation to indemnify and defend GM under Section 6.12.3.A(iv) will be unconditional and absolute.

2. With respect to any Pre-Closing Environmental Condition identified, assessed or investigated in the Environmental Reports and any condition or matter which constitutes a significant and material Pre-Closing Environmental Condition subject to Section 6.1.3, AAM will defend and indemnify GM against any Claim relating thereto and asserted against GM when and if it is determined by a final, non-appealable determination of a court or agency with jurisdiction over the

matter that GM addressed such condition or matter in such a manner that the result was consistent with Environmental Laws, as existing and in effect as of the date of Closing, and will thereupon reimburse GM for all of GM's costs, including costs of defense, incurred with respect to such Claim prior to such determination. The parties agree that, solely with respect to Claims arising under this Section 6.12.3.B.2., either of them will have the right to seek a declaratory judgment at any time (subject to any applicable statute of limitations) following the assertion of such Claims for the purpose of determining whether GM addressed the Pre-Closing Environmental Condition which is the subject of the Claim in such a manner that the result was consistent with Environmental laws as existing and in effect as of the date of Closing.

3. Notwithstanding anything to the contrary elsewhere in this Section 6.12.3., AAM will be solely responsible for any cost, expense, liability, charge or assessment arising from or in connection with: (i) the enactment or taking effect of any Environmental Law after the date of Closing; or (ii) the amendment or modification of or change in any Environmental Law, as existing and in effect as of the date of Closing.

C. The foregoing indemnities will be effective as follows:

1. GM agrees that it will promptly, but in no event later than thirty (30) calendar days from the date of its discovery of facts which are reasonably likely to give rise to a demand by it for indemnification under this Article VI. or

relating to any such Claim, notify AAM in writing of such facts and potential Claim. GM's written notice will specify in detail the particular facts and Environmental Law involved.

2. GM and AAM will use best efforts to resolve promptly any disputes regarding any Claim hereunder.

3. AAM's indemnification obligations hereunder will be apportioned to the extent that a Claim results from, or AAM's expenses are materially increased by, GM's failure to provide timely notice as required under Section 6.12.3.C.1. No indemnification obligation exists if, without the prior written approval of AAM, GM has negotiated and/or agreed with a third party to conduct investigation, remediation, or other actions with respect to a Claim or to settle a Claim.

4. After notification is given under Section 6.12.3.C.1., AAM will be entitled, but not obligated, to assume the defense or settlement of any Claim or to participate in any negotiations or proceedings to settle or otherwise eliminate any Claim. If AAM fails to elect in writing within thirty (30) calendar days after the notification referred to above to assume the defense or settlement, GM may engage counsel to defend, settle or otherwise dispose of such Claim.

5. In cases where AAM has assumed the defense, settlement or disposition of a Claim, AAM will be entitled to assume the defense or settlement thereof with counsel of its own choosing, and will be entitled to settle, compromise, decline to appeal, or otherwise dispose of the Claim without the consent or agreement of GM; provided, however, that in such event

AAM shall obtain from the claimant a release in favor of GM from all liability with respect to such Claim.

6. In any case in which AAM assumes the defense or settlement of a Claim and AAM, in its sole discretion, so consents, GM will be entitled to continue to participate at its own cost in any such action or proceeding or in any negotiations or proceedings to settle or otherwise eliminate any Claim for which indemnification is being sought and will have the right to employ its own counsel in any such case, but the fees and expenses of such counsel will be at the expense of GM; otherwise, GM will have no such right to participate in any such action or proceeding. In no event will AAM be liable to any indemnified party the cost of employing or using in-house legal counsel regardless of whether AAM has, or has not, assumed the defense or settlement of such Claim.

7. In the event indemnification is requested, AAM and its representatives and agents will have access to the premises, books and records of the indemnified party or parties seeking such indemnification to the extent reasonably necessary to assist it in defending or settling any Claim; provided, however, that such access will be conducted in such manner so as not to interfere unreasonably with GM's operations. In addition, GM will use its reasonable efforts to cause its employees to cooperate with and assist AAM in connection with any Claim for which indemnity is sought by GM hereunder.

8. If a Claim relates to a matter as to which both parties have indemnity obligations under this Article VI., then each party will be responsible for its proportionate share of the Claim unless otherwise specifically provided herein. The proportionate shares of the parties will be determined by the parties as soon as reasonably practicable based upon a determination of each party's relative contribution to the condition considering the respective chemical quantities and qualities of the contamination contributed or remaining after remediation and the time periods involved. If the party against the Claim is asserted determines that the other party's potential liability with respect to such Claim is de minimis, no claim will be asserted against the other party with respect to such Claim. If the parties are jointly responsible for the Claim, the parties will jointly manage and respond to such Claim (unless otherwise agreed) and will agree upon a mutually acceptable resolution of such Claim, including any cleanup, remediation and/or other actions required in response to such Claim. The parties will use best efforts, good faith and sound and accepted engineering judgment in making the foregoing determinations. Where GM is solely responsible for a Claim or where the parties are jointly responsible for resolution of a Claim, any remediation, cleanup and/or other actions proposed by the parties to resolve such Claim must be consistent with the factors set forth in Section 6.1.2.B.

6.12.4. GM's Additional Indemnities.

A. GM agrees to indemnify, defend and hold AAM harmless from and against any Claims, including, without limitation, reasonable attorney's fees, (but in no event will GM's agreement to indemnify AAM include consequential, special or incidental damages such as, by way of example and not limitation, loss of profits or loss of business opportunity, or any attorney's or consultant's fees or other expenses as to any matter as to which GM has accepted its defense and indemnity obligations) to which AAM may be subjected as a result of any off-site treatment, off-site storage, off-site transportation, or off-site disposal of hazardous wastes, hazardous substances, or toxic substances, as those terms are defined under Environmental Laws, as existing and in effect as of the date of Closing, to or at a facility intended by GM to be used for such purposes and such wastes or substances were generated by GM at the Real Property or in connection with the operation of the Business on or prior to the date of Closing or after the date of Closing in connection with the implementation by GM of any Remedial Plan. This indemnity will remain in effect in perpetuity. With respect to any written communication from a governmental agency relating to any off-site treatment, off-site storage, off-site transportation or off-site disposal of hazardous wastes, hazardous substances or toxic substances by GM relating to operation of the Business prior to the date of Closing, AAM will promptly forward any such communication to GM.

B. GM agrees that, for a period of one (1) year after the date of Closing, GM will indemnify, defend and hold AAM harmless from and against any Claims, including, without limitation, reasonable attorney's fees, (but in no event will GM's agreement to indemnify AAM include consequential, special or incidental damages such as, by way of example and not limitation, loss of profits or loss of business opportunity, or any attorney's or consultant's fees or other expenses as to any matter as to which GM has accepted its defense and indemnity obligations) relating to alleged violations of Environmental Laws, as existing and in effect as of the date of Closing, to the extent such Claims are based solely upon compliance monitoring reports, data, or other such submissions or disclosures made to a federal, state, or local agency prior to the date of Closing. AAM agrees to cooperate reasonably with GM in any actions which are reasonably required to resolve any such Claim. GM will have a right of access to the Real Property, as defined in Section 1.1.1., consistent with the provisions of Section 6.3. and will provide AAM with documentation describing the actions taken to resolve any such Claim.

C. GM agrees that it will indemnify, defend, and hold AAM harmless from and against any Claim, including without limitation, reasonable attorney's fees, (but in no event will GM's agreement to indemnify AAM include consequential, special or incidental damages such as, by way of example and not limitation, loss of profits or loss of business opportunity, or any attorney's or

consultant's fees or other expenses as to any

matter as to which GM has accepted its defense and indemnity obligations) relating to any Non-Compliance Matter set forth on Exhibit 6.2.1.A. (as compiled in accordance with Section 6.2.1.A.), but only to the extent such Claim seeks compliance with an Environmental Law, as existing and in effect as of the date of Closing, and/or recovery of fines, penalties or other statutory sanctions or impositions for any alleged non-compliance therewith and, with respect to each such Non-Compliance Matter, such Claim is asserted after the date of Closing and within one (1) year after the date such Non-Compliance Matter was remedied or eliminated in the manner set forth in a Compliance Plan or Exhibit 6.1.2.A., as verified by an independent environmental consultant retained by GM. GM will give AAM notice of any final report by such consultant setting forth its verification that such Non-Compliance Matter has been remedied or eliminated in the matter set forth in a Compliance Plan or Exhibit 6.1.2.A.

D. The procedures set forth in Sections 6.1 2.2.A. through H. will apply to any Claim for which indemnification is sought under Section 6.12.4.A., B., or C. If a Claim is asserted which is covered by Section 6.12.4.B. or C. within the indemnification period provided therein for such Claim, then GM's defense and indemnity obligations will continue, beyond expiration of the indemnification period but only with respect to such Claim.

6.12.5. No Third Party Claims Initiation.

A. Except if and to the extent required by Environmental Laws and subject to Section 6.12.5.B., AAM

acknowledges, warrants and agrees that it will not initiate any action with any third party, including any governmental agency, which could reasonably be expected to lead to a Claim.

B. If AAM believes that a disclosure, communication, or report is required to be made under any Environmental Law relating to any Pre-Closing Environmental Condition, Non-Compliance Matter, Remedial Plan or Compliance Plan, it will give GM prior written notice of the basis for that belief, including a reference to the specific Environmental Law which AAM believes requires such disclosure, communication or report, and the nature and content of the proposed disclosure, communication or report AAM believes is required to be made. In all cases, AAM will use its best efforts to avoid disclosure of matters related to GM's activities under this Agreement. AAM will afford GM a reasonable opportunity to evaluate whether it concurs with AAM's belief. Subject to Section 6.12.5.C., AAM

will not make such disclosure, communication or report unless GM has consented thereto, which consent will not be unreasonably withheld.

C. Nothing herein will constrain AAM's ability to: (i) comply with any specific requirements under Environmental Laws which would require disclosure of information about the environmental condition of the Business, the Real Property, as defined in Section 1.1.1., or the Assets; (ii) disclose information necessary to operate the Business in the ordinary course of business; or (iii) comply with any specific requirements under any other applicable laws, regulations,

ordinances, rules, orders, codes or permits which would require disclosure of such information in connection with the operation of the Business.

D. Until the expiration of the indemnification period under Section 6.12.2.I., AAM will notify GM of any portions of significant submittal(s) or disclosure(s) to the extent they relate to the environmental condition of the Business, the Real Property, as defined in Section 1.1.1., or the Assets to any governmental agency or other third party it intends to make under Section 6.12.5.C. GM will have a reasonable time period in which to conduct its review of such submittal(s) or disclosure(s). AAM will, if reasonably and timely requested by GM, incorporate GM's requests to modify such disclosure. AAM will use its best efforts to avoid unnecessarily disclosing information about the environmental condition of the Business, the Real Property, as defined under
Section 1.1.1, or the Assets. AAM will have the right, however, to make such disclosures AAM reasonably deems necessary to fulfill its obligations under Environmental Laws, other applicable laws, or to operate the Business in the ordinary course of business as provided in Section 6.12.5.C., taking into account GM's reasonable requests regarding such disclosures.

6.13. Dispute Resolution. The parties will use good faith, best efforts, and sound and accepted engineering judgment in making all determinations under this Article VI. In the event of a dispute or disagreement under this Article
VI., the parties will consult in good faith with each other and will use best

efforts to resolve the matter. It is the express intent of the parties that any such disputes or disagreements will be resolved through negotiation between the parties or, if mutually agreeable in each party's sole discretion, through a form of alternative dispute resolution; it being understood and agreed, however, that alternative dispute resolution and litigation hereunder will be viewed as the last resort.

6.14. Exclusive Remedies. The rights and obligations provided in this Article VI. will be the exclusive remedies of the parties with respect to environmental matters and will be in lieu of, and not in addition to, all other remedies which may exist in law, equity or under any other contract.

6.15. Non-assignability of Indemnities. The parties' respective indemnification rights in this Article VI. are personal to each of them and may not be assigned to any successor, assignee, or any other third party without the prior written consent of the other party; provided, however, that AAM may assign such indemnities to any lender in the event such lender becomes a successor through foreclosure (or a deed in lieu thereof) to AAM's interests under this Agreement if GM consents to such assignment, which consent will not be unreasonably withheld.

6.16. Miscellaneous.

6.16.1. Exclusivity. Notwithstanding any provisions of this Agreement to the contrary and except as provided in the ECA, this Article VI. will exclusively govern with respect to all matters related to Environmental Laws and the environmental

conditions of the Assets, Real Property and the Business. All of the representations, warranties, covenants, agreements and indemnities set forth in this Agreement, the Indemnity Agreement or any other agreement between the parties with respect to the transactions contemplated by this Agreement, other than those specifically set forth in this Article VI. and in the ECA, will be deemed to exclude all matters relating to the environmental condition of the Assets and the Real Property or compliance of the Assets, the Real Property and the Business with Environmental Laws. For purposes of this Section 6.16.1., Real Property will have the meaning set forth in Section 1.1.1 of this Agreement.

6.16.2. Reporting. All reporting to governmental agencies or other reporting necessary or desirable in connection with Remedial Plans or Compliance Plans will be made by GM to the extent permitted by Environmental Laws. AAM will cooperate reasonably with GM in connection with or to effectuate such reporting. If Environmental Laws, as existing and in effect on the date of Closing, require reporting to be made solely with respect to or in connection with operations conducted by the Business prior to the date of Closing, whether such reporting is required to be made prior to or after the date of Closing, GM will prepare and submit such reports. AAM will otherwise be responsible for all reporting with respect to or in connection with operation of the Business after the date of Closing. Where Environmental Laws require reports to be submitted which cover a specific period of time and that period includes some time both before and after the date of Closing, and Environmental Laws will

not permit separate reporting for pre and post-closing periods by GM and AAM, respectively, the parties hereto will cooperate reasonably to prepare and submit a joint report.

6.16.3. Wastewater and Stormwater Services. AAM and GM agree that they desire to enter into an agreement under which GM will provide certain industrial process wastewater, millwater, sanitary wastewater and stormwater conveyance and discharge services from the Tonawanda Plant to and through GM's nearby facilities after the date of Closing on mutually agreeable terms and conditions satisfactory to GM and AAM, but which will include environmental matters within its scope and related solely to the provision and use of such services (the "Services Agreement"). AAM and GM each agree that their entry into the Services Agreement will be a condition precedent to each of their respective obligations to consummate the transactions set forth in this Agreement.

6.16.4. Changes in Environmental Laws.

A. Any cost, expense or additional activity rendered necessary by any modification or amendment of any Environmental Law, as existing and in effect as of the date of Closing, will, except as otherwise provided in this Article VI., be the sole responsibility of AAM and AAM will indemnify and defend GM therefrom in accordance with Section 6.12.3.

B. Notwithstanding anything in this Agreement to the contrary, in the event any Environmental Law, as existing and in effect as of the date of Closing, is modified or amended to reduce the extent of remediation or compliance otherwise required

before such amendment or modification, then GM will be entitled to avail itself of any such amendment or modification in performing its obligations under this Article VI.

6.16.5. Disclosure and Non-Recordation. AAM acknowledges, warrants and agrees that the materials, records, reports and documents provided by GM to AAM as of the date of the Closing adequately, lawfully and sufficiently disclose to AAM all environmental matters relevant to the Business, the Assets and Real Property, as defined in Section 1.1.1., such as to comply in form and substance with Section 10c of the Michigan Environmental Response Act ("MERA") (MCLA 299.610c). Without limiting any other provision of this Agreement, AAM hereby agrees that, to the extent permissible under law, AAM waives any right of AAM to receive, and waives and releases GM from any obligation to provide, any notice, disclosure document or other information or statement required by Section 10c of MERA to be provided by GM to AAM and which is related to or concerns releases of materials or environmental conditions of, at or about, or environmental information concerning, the Real Property, as defined in Section 1.1.1., the

Business or the Assets. AAM further waives and releases any claims it may or could at any time now or after the date of Closing have against GM in connection with or arising out of any such right or obligation including, but not limited to, any claim that any notice, disclosure document or other environmental information or statement provided by GM to AAM was inadequate, insufficient or incorrect in any way or was not, or was not properly, recorded or presented, sent or provided to AAM

as required by Section 10c of MERA. The parties also agree that to the extent any obligation exists to record any such information or a notice thereof under
Section 10c of MERA, such obligation will be AAM's; provided, however, that AAM will not record any such information or notice without GM's prior consent to and approval thereof, which consent and approval will not be unreasonably withheld.

6.17. Definitions. For purposes of this Article VI., the following definitions will apply:

A. "Environmental Laws" will mean all laws, ordinances, regulations, final orders and judgments concerning the subject of the introduction, emission, discharge or release of pollutants or contaminants into the air, soil or surface or ground water; the transportation, storage, treatment or disposal of waste materials; or the remediation or investigation of contamination of air, soil, or surface or ground water by pollutants, contaminants or waste materials including, but not limited to, CERCLA, RCRA, CWA, SWDA, CAA, TSCA, and EPCRA, and similar state and local laws, but will not include laws, ordinances, final orders, final judgments or regulations concerning primarily worker health or safety, including, but not limited to, OSHA, MCL ss.408.1001 et seq., NY Lab. Law ss. 1 et seq. (Consol.), or NY Pub. Health Law ss. 1 et seq. (Consol.). The foregoing terms have the following meanings:

"CAA" means the Clean Air Act, 42 U.S.C. ss.ss. 7401, et seq., as amended.

"CERCLA" means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. ss.ss. 9601, et seq., as amended by, among other things, the Superfund Amendments and Reauthorization Act of 1986.

"CWA" means the Federal Water Pollution Control Act, 33 U.S.C. ss.ss. 1251, et seq., as amended.

     "SWDA" means the Solid Waste Disposal Act, 42 U.S.C. ss.ss. 6901, et seq.,
as amended.


     "EPCRA" means the Emergency Planning and Community Right-to-Know Act of

1986, 42 U.S.C. ss.ss. 11001 , et seq., as amended.

"RCRA" means the Resource Conservation and Recovery Act of 1976, 42 U.S.C. ss.ss. 6901, et seq., as amended.

"TSCA" means the Toxic Substances Control Act, 15 U.S.C. ss.ss. 52601, et seq., as amended.

B. "Pre-Closing Environmental Condition" will mean the presence on the date of Closing of any hazardous substance, hazardous waste or toxic substance, as defined under Environmental Laws, as existing and in effect as of the date of Closing, in the soil's, surface water or ground water in, on or under the Real Property in excess of the least stringent remediation standard acceptable under such Environmental Laws. In no event will the term include any contamination in or on any building, structure, improvement, fixture, appurtenance or equipment.

C. "Force Majeure" will mean an occurrence or nonoccurrence arising from causes beyond the reasonable control

of a party and which hinders or delays performance or compliance and includes, but is not limited to, failure of a governmental agency to review or to approve or disapprove a permit, license or plan.

D. "Real Property" will mean for purposes of this Article VI. unless otherwise specifically provided only the land upon which the Business has been conducted and which is to be transferred by GM to AAM under this Agreement and will not include any buildings, structures, improvements, fixtures, appurtenances, or equipment located thereon.

E. "Non-Compliance Matter" will mean a violation of a specifically applicable Environmental Law, as existing and in effect as of the date of Closing, relating to the operation of the Business as of the date of Closing and in no case will it include the release or presence of any hazardous substance, hazardous waste or toxic substance, as defined under Environmental Laws, pollutant or contaminant into or in the soils, surface water, ground water or any other environmental medium in, on, or under the Real Property or in or on any building, structure, improvement, fixture, appurtenance, or equipment located thereon.

VII. REAL PROPERTY MATTERS.

7.1. Conveyance. Conveyance by GM to AAM of the Real Property shall be by GM's covenant deeds (for the Detroit and Three Rivers properties) and by bargain and sale deeds with lien covenants (for the Buffalo and Tonawanda properties) in recordable form mutually satisfactory to the Parties, conveying

to AAM or its nominee the Real Property, together with all rights, privileges, easements and appurtenances thereto, subject only to Permitted Encumbrances, as set forth on Exhibit 4.1.4., and those adjustments referred to in Section 1.1.1 mutually agreed by the Parties to be Permitted Encumbrances. Included among the Contracts listed in Exhibit 1.1.2.C are certain recorded and unrecorded agreements, easements, restrictions and other encumbrances relating to the Real Property. AAM acknowledges receipt of such listed documents and agrees that the same are Permitted Encumbrances.

7.2. Title.

A. For the Real Property at each of the Detroit, Three Rivers, Buffalo and Tonawanda sites, GM shall, as assurance that, upon Closing, marketable fee simple title shall have been conveyed to AAM, provide to AAM as a condition upon Closing an Owner's Fee Policy of Title Insurance, on Form B-1970, with respect to the Real Property located at Detroit and Three Rivers (the "Michigan Title Policies"), and on Form 1990, with respect to the Real Property located at Buffalo and Tonawanda (the "New York Title Policies"), (i) in the respective amounts shown in Exhibit 7.2.A attached hereto and made a part hereof (which amounts, however, shall not be binding for purposes of allocating the Purchase Price described in Section 2.3), (ii) issued by Commonwealth Land Title Insurance Company, as underwriter, with Land Title Agency, Inc. of Cleveland, Ohio as agent (the "Title Company"), (iii) showing in Schedule A thereof the approved survey description of such Real Property and each easement

appurtenant thereto, (iv) with the standard printed exceptions deleted, and otherwise showing in Schedule B thereof only the Permitted Exceptions identified in Exhibit 4.1.4 attached hereto and made a part hereof (subject to the affirmative insurance and cure requirements of Section 7.2.B hereof) and (v) containing such endorsements as may reasonably be requested by AAM, at AAM's sole cost and expense. Except for the cost of any endorsements referred to in
Section 7.2.A(v), GM shall pay the entire cost of providing the Michigan Title Policies in the form described above and GM and AAM shall each pay one-half of the cost of providing the New York Title Policies in the form described above.

B. If a defect in title (i.e., an exception not shown as a Permitted Encumbrance herein and not dischargeable by payments to be made at Closing) exists including any Survey Defects (as hereinafter defined), GM shall use reasonable efforts for and during a period of fifteen (15) days after obtaining notice of such defect(s) to affect a cure thereof or to obtain, with respect thereto, affirmative title insurance, reasonably satisfactory in form and substance to AAM. If GM fails to cure such title defect(s) or to obtain such insurance, within such period, AAM may, at its sole option (i) waive the

defect(s) and accept title subject thereto, or (ii) extend the date of the Closing for a period not to exceed thirty (30) days to provide GM with additional time within which to affect such cure or obtain such insurance, or
(iii) terminate this Agreement with respect to such Real Property or completely, in which event neither Party shall thereafter have any liability to the other in total or as

to such property, as the case may be, and all funds previously paid or deposited by AAM relating to such Real Property, including all accrued interest, shall be returned to AAM. GM's obligation to use its reasonable efforts hereunder shall not require it to expend in excess of One Hundred Thousand Dollars ($100,000) in the aggregate to affect a cure or to obtain such affirmative insurance.

7.3. Land Survey.

A. Except for the survey of the Tonawanda, New York, property (which will be delivered by GM to AAM prior to the Closing), GM has delivered to AAM a survey of each parcel of Real Property (each a "Survey") made on the ground by a surveyor registered in the state such parcel of Real Property is located, in accordance with the 1992 minimum standard detail requirements for ALTA/ACSM Surveys, Urban, Suburban, Rural or Mountain and Marshland, as the case may be, including the following optional items from Table A: 1, 2, 3, 9, 10, 11 and 12, and dated as of a date after December 1, 1993, showing the Real Property, all known easements and rights granted by license thereon which can be depicted on the Survey, all improvements (including fences and driveways), and access to and from a dedicated and accepted public right-of-way. Each such survey shall (i) be certified to AAM and its assigns, its mortgage lender, if any, in form reasonably satisfactory to AAM and to the Title Company, and (ii) comply with any requirements reasonably imposed by the Title Company as a condition to the removal of any exceptions from Schedule B to the respective Title Policies.

B. In the event a Survey shows (i) lack of access to and from a dedicated and accepted public right-of-way, or (ii) a matter which, in the judgment of AAM reasonably exercised, materially interferes with the use of the Real Property for the Business (collectively "Survey Defects"), GM shall, at its expense, either (i) remove or correct such Survey Defects, (ii) cause such Survey Defects to be insured over by the Title Company, or (iii) otherwise reasonably address such Survey Defects within the period provided for the cure of Title Defects and otherwise subject to the provisions of Section 7.2.B. GM's obligation under this
Section 7.3.B. shall not require it to expend in excess of One Hundred Thousand Dollars ($100,000) in aggregate to cure any Survey Defects.

7.4. Special Provisions Relating to Tonawanda Real Property.

The Real Property located in Tonawanda, New York, which constitutes a portion of the Assets, is integrated with other GM facilities not included within the Assets. Exhibit 7.4 sets forth the actions required to be taken by GM and AAM in order to separate the Real Property at Tonawanda included within the Assets from the balance of the GM facilities currently integrated with such Real Property, all of which must be completed prior to Closing.

7.5. Real Estate Prorations.

All real estate and taxes shall be prorated and allocated in accordance with Section 11.14.D. and all utility charges shall be prorated in accordance with Section 11.14.E.

7.6. Special Provisions Relating to New York State Real Property Gains and New York State and Erie County Transfer Taxes.

A. GM and AAM shall cause all necessary documents to be submitted to the New York State Department of Taxation and Finance for a determination of the amount of tax, if any, which will be imposed under the New York Tax on Gains Derived from Certain Real Property Transfers (NY Tax Law Article 31-B) due as a result of this transaction. GM shall cause Form TP-580 (Transferor Questionnaire) and AAM shall cause Form TP-581 (Transferee Questionnaire) to be executed. Further, at Closing, GM shall deliver Form TP-584 (Real Estate Transfer Tax Return).

B. GM shall be responsible for the payment of any Real Property Transfer Gains Tax, New York Real Estate Transfer Tax (NY Tax Law Article 31) and the Erie County Transportation Assistance Tax (Erie County Local Law No. 4-1990) due as a result of the transactions contemplated by this Agreement, and shall indemnify and save AAM harmless from and against any cost, liability and expense in connection therewith.

C. The Parties agree that the Questionnaires and Real Estate Transfer Tax Return shall list the Consideration to be paid for the acquisition by AAM of the Interests in Real Property as a result of the transactions contemplated by this Agreement to be the amounts set forth on the Valuation Agreement attached as Exhibit 7.6.C. The Parties further agree that these amounts represent the fair market values of the Real Property interests in New York State involved with this transaction and

the amount of the Purchase Price apportioned to those Interests. The capitalized terms in this Section 7.6.C. shall have the meanings set forth in NY Tax Law Articles 31 and 31-B and Erie County Local Law No. 4-1990.

VIII. CONDITIONS TO CLOSING.

8.1. Conditions to Obligations of AAM. The obligation of AAM to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the date of the Closing of the following conditions (any one or more of which may be waived in whole or in part by AAM):

8.1.1. Legal Opinion. AAM shall have received from counsel to GM an opinion dated the date of Closing and in form and substance satisfactory to AAM substantially to the effect of Sections 4.1.1, 4.1.2 (without being subject to the approval of the GM Board of Directors) and 4.1.3.

8.1.2. Accuracy of Representations and Warranties, Performance of Covenants. The representations and warranties of GM set forth in this Agreement or in any certificate or document called for in this Agreement shall be true and correct in all material respects as made, both on the day of signing this Agreement and at and as of the date of the Closing (as though such representations and warranties were made anew), except with respect to the effect of transactions permitted by the provisions of this Agreement, and all agreements and transactions contemplated hereby and to be performed by GM on or before the Closing shall have been duly performed.

8.1.3. Conveyancing Documents. There shall have been delivered to AAM by GM such bills of sale, assignments, and other good and sufficient instruments of transfer (the "Transfer Documents"), including covenant deeds, for the Detroit and Three Rivers, Michigan properties and bargain and sale deeds with lien covenants for the Buffalo and Tonawanda, New York properties, in the forms attached hereto as Exhibit 7.1, conveying and transferring to AAM title to the Assets as provided in this Agreement and as AAM may reasonably request.

8.1.4. Execution of Ancillary Agreements. Each of the following agreements (the "Ancillary Agreements") shall have been executed by GM or an Affiliate of GM, as the case may be, and delivered to AAM:

A. The Strategic Partnership letter in substantially the form of Exhibit
1.1. hereto.

B. The Registration Rights Agreement in substantially the form of Exhibit 8.1.4.B. hereto.

C. The Indemnification Agreement substantially in the form of Exhibit 8.1.4.C. hereto.

D. The Component Supply Agreement substantially in the form of Exhibit

8.1.4.D. hereto.

E. The Option to Purchase Equipment Agreement substantially in the form of Exhibit 8.1.4.E. hereto.

F. The Access and Security Agreement substantially in the form of Exhibit 8.1.4.F. hereto.

G. The Transition Services Agreement substantially in the form of Exhibit 8.1.4.G. hereto.

H. The AAM/GMCL Purchase Order Agreement and the GMCL Supply Agreement in the forms of Exhibits 8.1.4.H.(i) and 8.1.4.H.(ii) hereto, respectively.

I. The Agreement for Information Technology Services in a form mutually satisfactory to the parties thereto.

J. An agreement relating to the supply of steam to the Detroit, Michigan facility in a form mutually satisfactory to the Parties and incorporating the substance of the terms set forth on Exhibit 8.1.4.J hereto.

K. A Tonawanda Separation Services Agreement in a form mutually satisfactory to the Parties and incorporating the substance of the terms set forth on Exhibit 7.4.

L. A Service Agreement As To Waste Water, Mill Water, and Storm Water in accordance with Section 6.16.3.

M. All of the agreements necessary or appropriate to consummate the matters set forth on Exhibit 7.4.

8.1.5. Officer's Certificate. There shall have been delivered to AAM appropriate certificates dated the date of Closing and signed by an authorized officer of GM which evidence the authorization of the execution and delivery of this Agreement and the Ancillary Agreements, and fulfillment of the conditions specified in Section 8.1.2.

8.1.6. No Suits or Pending or Threatened Labor Disturbance. No suit, action or other proceeding or investigation shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or to obtain material damages or other material relief in

connection with this Agreement or the consummation of the transactions contemplated hereby, or which is likely to affect materially the value or utility of the Assets or the Business. No strike, walkout or work stoppage shall be pending at any of the facilities where the Business is conducted and GM shall not have received a 5 day letter from the local or national union that such event may occur.

8.1.7. HSR Act. All filings, if any, required under the HSR Act to be made in connection with the transactions contemplated by this Agreement shall have been made, the waiting period under such Act shall have expired, and no conditions to the transactions contemplated by this Agreement shall have been imposed by any federal governmental agency.

8.1.8. Certified Corporate Resolutions. AAM shall have received from GM, resolutions of GM's Board of Directors, certified by GM's Secretary, authorizing the sale of the Business and the execution of this Agreement and all Ancillary Agreements to which GM is a party.

8.1.9. Saginaw Towers Building Sublease. A mutually acceptable sublease (the "Saginaw Sublease") for the space presently occupied or reserved for the Business in the so called Towers Building in Saginaw, Michigan shall have been executed by GM and delivered by the Parties.

8.1.10. GM Financing Consummated. AAM and GM shall have consummated the financing pursuant to which GM will loan to AAM the amounts referred to in Article II.

8.1.11. Compliance Schedule. The Parties shall have made the determinations set forth in Section 6.2.1. which are necessary to be completed prior to the date of Closing.

8.2. Conditions to Obligations of GM. The obligation of GM to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part by GM):

8.2.1. Legal Opinion. GM shall have received from counsel to AAM, an opinion dated the date of Closing and in form and substance satisfactory to GM substantially to the effect of Sections 4.2.1., 4.2.2. and 4.2.3.

8.2.2. Accuracy of Representations and Warranties; Performance of Covenants. The representations and warranties of AAM contained in this Agreement or in any certificate or document called for in this Agreement shall be true and correct in all material respects as made, both on the day of signing this Agreement and at and as of the Closing (as though such representations were made anew), except with respect to the effect of transactions permitted by the provisions of this Agreement, and all agreements and transactions contemplated hereby and to be performed by AAM on or before the date of the Closing shall

have been duly performed.

8.2.3. Officer's Certificate. There shall have been delivered to GM appropriate certificates dated the date of the Closing and signed by authorized officers of AAM which evidence the authorization of the execution and delivery of this Agreement

and the Ancillary Agreements, and fulfillment of the conditions specified in
Section 8.2.2.

8.2.4. Execution of Ancillary Agreements. Each of the Ancillary Agreements shall have been executed by AAM and delivered to GM or an Affiliate of GM, as the case may be.

8.2.5. Amended and Restated Certificate of Incorporation. AAM shall have filed with the Delaware Secretary of State its Amended and Restated Certificate of Incorporation in substantially the form of Exhibit 8.2.5 hereto.

8.2.6. Bylaws. AAM shall have amended and restated its Bylaws in substantially the form of Exhibit 8.2.6. hereto.

8.2.7. Certified Resolutions. GM shall have received a copy of the resolution of the Board of Directors of AAM approving this Agreement and the consummation of the transactions contemplated hereby, including the authorization, issuance and delivery of the Preferred Stock.

8.2.8. Dauch Employment Agreement. AAM shall have entered into an agreement with Richard Dauch pursuant to which Mr. Dauch will become an employee of AAM for a term of not less than 10 years.

8.2.9. Saginaw Towers Building Sublease. A mutually acceptable sublease (the "Saginaw Sublease") for the space presently occupied or reserved for the Business in the so called Towers Building in Saginaw, Michigan shall have been executed by AAM and delivered by the Parties.

8.2.10. Compliance Schedule. The Parties shall have made the determinations set forth in Section 6.2.1. which are necessary to be completed prior to the date of Closing.

8.2.11. No Suits. No suit, action or other proceeding or investigation shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or to obtain material damages or other

material relief in connection with this Agreement or the consummation of the transactions contemplated hereby, or which is likely to affect materially the value or utility of the Assets or the Business.

8.2.12. HSR Act. All filings, if any, required under the HSR Act to be made in connection with the transactions contemplated by this Agreement shall have been made, the waiting period under such Act shall have expired, and no conditions to the transactions contemplated by this Agreement shall have been imposed by any federal governmental agency.

IX. CLOSING; TERMINATION; MATERIALITY.

9.1. The Closing. The closing (the "Closing") of the transactions contemplated hereby shall take place at Honigman, Miller, Schwartz and Cohn, 2290 First National Building, Detroit, Michigan at 10:00 a.m. on February 28, 1994, or on such other date or at such other time as the Parties may agree; the Closing to be effective as of 12:01 a.m. in Detroit, Michigan on March 1, 1994.

9.2. Termination. This Agreement may be terminated unilaterally by either Party, without any further cause, if the Closing does not occur on or prior to March 15, 1994 (or such

later date as AAM and GM shall agree), for any reason other than such Party's own failure to meet conditions or obligations imposed on it herein, or, at any time prior to the Closing:

(i) By mutual agreement of GM and AAM;

(ii) By AAM if there has been a material violation or breach by GM of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing, or if there has been a material failure of satisfaction of a condition to the obligations of AAM which has not been waived in writing; and

(iii) By GM, if there has been a material violation or breach by AAM of any of the agreements, representations or warranties contained in this Agreement which has not been waived in writing, or if there has been a material failure of satisfaction of a condition to the obligations of GM hereunder which has not been waived in writing.

In the event of termination of this Agreement by either GM or AAM as provided above, this Agreement shall forthwith become void. Notwithstanding the foregoing, termination of this Agreement pursuant to this Section 9.2 shall not in any way limit or restrict the rights and remedies of any Party against any other Party hereto which has violated or breached any of the

representations, warranties, agreements or other provisions of this Agreement prior to such termination.

9.3. GM's Obligations. At the Closing, GM shall deliver to AAM the following, in proper form for recording where appropriate:

9.3.1. Transfer Documents. All appropriate Transfer Documents necessary to transfer to AAM such title to the Assets as is warranted by GM herein.

9.3.2. Receipts. Appropriate receipts.

9.3.3. Executed Ancillary Agreements. The Ancillary Agreements as required by Section 8.1.4.

9.3.4. Other. All other documents and papers required by Article VIII hereof as conditions to Closing.

9.4. AAM's Obligations. At the Closing, AAM shall deliver to GM, at the expense of AAM:

9.4.1. Executed Ancillary Agreements. The executed Ancillary Agreements as required by Section 8.2.4.

9.4.2. Closing Payment. Payment of the Purchase Price in accordance with
Section 2.2.A.

9.4.3. Preferred Stock. The Preferred Stock required by Section 2.2.

9.4.4. Certificate of Incorporation and Bylaws. Certified copy of AAM's Amended and Restated Certificate of Incorporation and Bylaws required by Sections 8.2.5 and 8.2.6.

9.4.5. Other. All other documents and papers required by Article VIII hereof as conditions to Closing.

9.5. Material Violation. For purposes of Articles VIII and IX, in assessing the materiality of any violation, error, breach, or failure of satisfaction of a condition with respect to determining whether conditions to Closing have been satisfied under this Agreement, the Parties agree that, absent an intent to defraud, an individual instance involving less than $750,000 and aggregated individual instances totaling less than $5,000,000 are not material.

GM and AAM hereby further acknowledge and agree that the Ancillary Agreements shall not have any force or effect until the Closing. If the Closing

shall not occur for any reason whatsoever, the Ancillary Agreements shall be null and void and of no force or effect.

X. CERTAIN ADDITIONAL COVENANTS: POST CLOSING COOPERATION.

10.1. Rights of Inspection. GM has and shall until the Closing afford to officers, attorneys, accountants or other authorized representatives of AAM reasonable access to all of the Assets and books and records of GM relating exclusively to the Assets and the Business, including those items listed in Exhibit 1.1.2.A, in order to afford AAM full opportunity to make such review, examination and investigation of the operations as AAM shall desire to make, and AAM may, subject to reasonable restrictions of GM be permitted to take extracts from, or to make copies of such books and records as may be reasonably necessary at AAM's cost; and GM shall furnish or cause to be furnished to AAM such financial and operating data and other information relating to the Assets and the Business as AAM may reasonably

request. AAM shall keep confidential all proprietary information to which it is given access pursuant to this Section 10.1, as provided in Section 10.2.

10.2. Confidentiality of Information. The provisions of this Agreement and all proprietary information disclosed heretofore or hereafter by GM to AAM in connection with this Agreement, including all such information in the possession of AAM relating to GM products other than those manufactured or assembled by the Business, shall be kept confidential by AAM, and shall not be used by AAM other than in connection with this Agreement and operating the Business after the date of the Closing except (i) to the extent it was known when received or as it is or as it becomes lawfully obtainable from other sources, or (ii) to the extent such duty as to confidentiality and non-use is waived, or (iii) as may be required by court order or any governmental agency. Such obligation as to confidentiality and non-use shall cease one year following the date of the Closing. In the event the Parties fail to close, AAM shall return to GM all documents (and reproductions thereof), received from GM (and, in the case of reproductions, all such reproductions made by AAM).

10.3. Operation of the Business. Except as otherwise provided herein, until the date of the Closing GM will carry on the Business in substantially the same manner as heretofore; cause the Assets to be maintained and kept in normal condition, repair and working order as on the date of this Agreement (normal wear and tear excepted); perform all of its obligations under all

Contracts and not amend, alter or modify any provision of any such Contract;

keep in full force and effect insurance on the Business comparable in amount and scope to coverage maintained by it on the date of this Agreement; use its best efforts to maintain and preserve its Business organization intact; maintain the goodwill of the Business; promptly advise AAM of any change in the business condition (financial or other), Assets or prospects of the Business; not take any action that would render any of GM's representations and warranties hereunder inaccurate as of the date hereof or the date of the Closing; and without the consent of AAM, not enter into any contract, commitment or transaction relating to the Assets or the Business outside the ordinary course of business.

10.4. Further Assurances. At the Closing and from time to time after the Closing, for no further consideration, the Parties shall perform all such other action and shall execute, acknowledge and deliver all such assignments, transfers, consents and other documents as the other Party or its counsel may reasonably request to carry out the intent of this Agreement. In furtherance of the foregoing, GM hereby agrees to provide written instructions at Closing to its Argonaut Division to deliver to AAM all deeds, easements, books, records, plans, specifications, blue prints, reports and other writings and drawings in its control or possession which relate exclusively to the Real Property but excluding all GM internal environmental audit reports other than those referred to in Article VI hereof, any environmental bulletins prepared by GM and provided to the

Business prior to the Closing, EMIS software and documents and Purdue University course materials. In addition, from time to time after the Closing, GM shall afford to officers, attorneys, accountants or other authorized representatives of AAM reasonable access to all of the books and records of GM which were not sold, transferred or conveyed to AAM at the Closing and which relate exclusively to the Business and AAM may, subject to reasonable restrictions of GM and at AAM's sole cost and expense be permitted to take extracts from, or to make copies of such books and records as may be reasonably necessary for AAM to conduct the Business; provided, however, that this sentence shall not apply to books and records which are subject to any attorney-client, work product, or other applicable privilege to which GM is the beneficiary.

10.5. Technical and Other Assistance.

A. Pursuant to the Transition Services Agreement, GM and AAM shall render transitional assistance to each other in order to smoothly transition the ownership of the Business from GM to AAM.

B. Representatives of GM and AAM shall meet periodically to determine in good faith the appropriate method of and cost for any ongoing technical assistance necessary for AAM to conduct the Business on an ongoing basis.

C. AAM shall from time to time at the reasonable request of GM, cooperate with GM in providing GM, to the extent possible through AAM employees formerly

employed by GM, with technical assistance and information in respect to any claims

brought against GM involving products manufactured or assembled by the Business, including consultation and/or the appearance(s) of such persons on a reasonable basis as expert or fact witnesses in trials or administrative proceedings. GM shall reimburse AAM for its cost in providing such services.

10.6. Post Closing Cooperation.

A. After the date of the Closing, AAM shall from time to time, at GM's request and without further cost or expense to GM, prepare, execute and deliver to GM such other instruments of assumption and take such other action as GM may find reasonably necessary.

B. After the date of the Closing, GM shall from time to time, at AAM's request and without further cost or expense to AAM, prepare, execute and deliver to AAM such documents and take such other action to effect the transfer of the Assets and the Business as contemplated by this Agreement as AAM may find reasonably necessary.

C. AAM shall preserve and keep all books and records delivered to AAM by GM pursuant to the provisions of this Agreement for a period of seven (7) years from the date of the Closing, or for any longer period specified in writing by GM as may be required by any government agency, ongoing litigation, law, regulation, audit or appeal of Taxes or Tax examination at AAM's sole cost and expense. During such period, AAM shall make such books and records available to GM as may be reasonably required by GM in connection with any legal proceedings against or governmental investigations of GM or in connection with any

Tax examination, audit or appeal of Taxes of GM, the Business or the Assets. AAM shall indemnify GM for any taxes, interest, penalties or other such charges which are imposed on GM by any taxing authority resulting from AAM's failure to preserve and keep records pursuant to this Section 10.6.C. GM shall reimburse AAM for the reasonable out-of-pocket expenses incurred in connection with any request by GM to make available records pursuant to the foregoing sentence. In the event AAM wishes to destroy or dispose of such books and records, it shall first give ninety (90) days' prior written notice to the Chief Tax Officer of the GM Tax Staff at 3044 Grand Boulevard, Detroit, Michigan 48202, and GM shall have the right at its option, upon prior written notice given to AAM within sixty (60) days of receipt of AAM's notice, to take possession of said records within one hundred eighty (180) days after the date of AAM's notice to GM

hereunder.

D. For a period of five (5) years commencing at the date of the Closing, AAM shall maintain all Technical Documentation it acquires from GM in connection with the purchase of the Assets under Section 1.1 at a location at which they shall be reasonably accessible to GM upon request. During such five (5) year period, AAM shall not destroy or give up possession of its final copy of such documentation without offering GM the opportunity, at GM's expense but without any payment to AAM, to obtain a copy of such documentation.

E. After the Closing and for so long as the Component Supply Agreement is in effect, AAM shall provide GM

with AAM's monthly financial statements certified by its chief financial officer and AAM's annual audited financial statement. In furtherance of and in the spirit of maintaining a Strategic Partnership, should a trend develop that indicates AAM's financial performance is deteriorating, including but not limited to the breach by AAM of any or all covenants contained in any agreement for the advance of funds to AAM by any lender, GM and AAM shall work together in good faith to arrive at an action plan acceptable to both Parties for AAM to implement to reverse AAM's deteriorating financial performance.

F. GM shall take such action as may be reasonably necessary to segregate payments made or collections received on behalf of AAM after the date of the Closing, and AAM shall take such action as may be reasonably necessary to segregate payments made or collections received on behalf of GM after the date of the Closing, in order to ensure that the cost of the related liability or the benefits of the related assets accrue to the appropriate Party in accordance with the terms of this Agreement. To the extent that any such collections are received after the date of the Closing in the form of checks or other negotiable instruments payable to the other Party to this Agreement, GM or AAM, as appropriate, shall promptly take all necessary action to endorse such checks or instruments to permit the appropriate Party to collect the proceeds of such checks and instruments.

G. If any Party to this Agreement is requested by the other Party, or on behalf of the other Party undertakes, to make payments or advance funds on behalf of such other Party to

facilitate the orderly consummation of the transition contemplated by this
Section 10.6.G., the Party on whose behalf such payments are made shall promptly reimburse the Party making such payments following receipt of appropriate

documentation with respect to the payments.

10.7. Three Rivers Bond Issues. GM covenants and agrees that it shall pay in full all debt service payments, including principal, interest, penalties, and premiums, if any, in connection with or related to currently outstanding water facilities bond, waste water bond, and sewer bond issues with respect to the Three Rivers, Michigan facility. GM agrees that it shall indemnify AAM against any loss, liability, damage, or expense as a result of the foregoing without the same being subject to any minimum, deductible, threshold, or similar amount.

10.8. Patent infringement Claims and Suits. GM covenants and agrees that it shall defend diligently and in good faith the validity of all patents and related rights that are the subject of the lawsuits described on Exhibit 4.1.7, and it shall defend diligently and in good faith against any claims, lawsuits, or other actions which may arise out of the claims of infringement described on Exhibit 4.1.7. GM agrees that it shall indemnify AAM against any loss, liability, damage, or expense as a result of the foregoing without the same being subject to any minimum, deductible, threshold, or similar amount.

10.9. Propeller Shaft Assets. GM, at its sole expense, shall complete delivery to and installation at GM's facility at Three Rivers, Michigan, all the equipment and other

personal property needed to manufacture propeller shafts in accordance with the transition plan. GM agrees that it shall indemnify AAM against any loss, liability, damage, or expense as a result of the foregoing without the same being subject to any minimum, deductible, threshold, or similar amount.

XI. MISCELLANEOUS.

11.1. Waiver Of Compliance With Bulk Sales Laws and Hold Harmless Agreement. AAM hereby waives compliance by GM with the provisions of the Bulk Sales Law of any state or foreign jurisdiction, and GM agrees to indemnify AAM against and hold AAM harmless from any and all claims, demands, liabilities, and obligations arising out of the failure or alleged failure of GM to comply with any such law in respect of the sale of the Assets to AAM.

11.2. Notices. Except as otherwise provided in Section 10.6.C. relating to certain notices that are to be sent to the Chief Tax Officer of the GM Tax Staff, all notices, requests, consents or other communications permitted or required under this Agreement shall be in writing and shall be deemed to have been given when personally delivered or when sent via fax and first class mail, to the following:

If to GM:           General Motors Corporation
                    767 Fifth Avenue
                    New York, New York  10153
                    Attn:  Treasurer

                    Fax No: (212) 418-3695

With a copy to:     North American Truck Platform
                    Finance Director
                    31 E. Judson Street
                    Pontiac, Michigan  48342
                    Fax No: (810) 456-5979

                    and

                    Office of General Counsel
                    New Center One Building
                    3031 West Grand Boulevard
                    P. O. Box 33122
                    Detroit, Michigan  48232

If to AAM:          American Axle & Manufacturing, Inc.
                    1840 Holbrook Avenue
                    Detroit, Michigan  48212
                    Attn:  Richard E. Dauch, President
                    Fax No: (313) 974-2070

With a copy to:     Baker & Hostetler
                    3200 National City Center
                    1900 East Ninth Sweet
                    Cleveland, Ohio  44114
                    Attn:  R. Steven Kestner
                    Fax No: (216) 696-0740

provided, however, if either Party shall have designated a different addressee by notice, then to the last addressee so designated.

11.3. Assignment. This Agreement shall be binding and inure to the benefit of the successors and assigns of each of the Parties hereto, but no rights, obligations, duties or liabilities of either Party may be assigned without the prior written consent of the other, which shall not be unreasonably withheld.

11.4. Entire Agreement. This Agreement represents the entire agreement and understandings between the Parties with respect to the transactions contemplated herein. This Agreement supersedes all prior agreements, understandings, arrangements, covenants, representations or warranties, written or oral, by any officer, employee or representative of either Party dealing with the subject matter hereof.

11.5. Waiver. Waiver by GM or AAM of any breach or of a failure to comply with any provision of this Agreement shall

not constitute, or be construed as, a continuing waiver of such provision, or a waiver of any other breach of, or failure to comply with, any provision of this Agreement.

11.6. Amendment. This Agreement may only be terminated or amended in writing by duly authorized representatives or officers of the Parties.

11.7. Expenses. Each Party shall be responsible for its own expenses incurred in connection with the preparation of this Agreement, the performance of its obligations hereunder and with the consummation of the transactions contemplated hereby, except as otherwise expressly provided in this Agreement.

11.8. Third Parties. Nothing contained in this Agreement is intended to or shall be construed to confer upon or give to any person, firm, corporation, association, labor union, trust, or governmental entity other than the Parties hereto and their respective permitted successors and assigns, any claims, rights, or remedies under or by reason of this Agreement.

11.9. Headings. The headings of the Articles and Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof.

11.10. Counterparts. This Agreement has be executed by the Patties in two counterparts. Each fully executed counterpart shall be deemed an original.

11.11. Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Michigan.

11.12. Public Announcements. GM and AAM will consult with each other before issuing any press releases or otherwise making any public statements with respect to this Agreement or the transactions contemplated hereby, and shall not issue any press release or make any public statement without mutual consent, except as may be required by law and then only with such prior consultation.

11.13. Sales or Transfer Taxes. All costs relating to the Closing of the transactions contemplated hereby, including all sales taxes, documentary and stamp taxes, use taxes, gross receipt taxes in connection with the transfer of the Assets, as well as any permit, transfer and filing fees required in order to obtain governmental approvals and consents relating to the transactions contemplated by this Agreement and any related agreements, including the fees associated with AAM's filings under HSR, shall be paid by AAM; except that real estate transfer taxes and all charges incurred in filing and recording real property documents shall be paid by GM.

11.14. Tax Matters.

A. GM will be responsible for the preparation and filing of all applicable Tax Returns for the Business for all periods on or prior to the Closing as well as with respect to periods for which the consolidated, unitary and combined Tax Returns of GM will include the operations of the Business. GM will make all payments required with respect to any such Tax Return.

B. AAM will be responsible for the preparation and filing of all applicable Tax Returns for the Business for all periods after the Closing (other than for Taxes with respect to periods for which the consolidated, unitary, and combined Tax Returns of GM will include the operations of the Business). AAM will make all payments required with respect to any such Tax Return.

C. GM and AAM will cooperate in connection with (i) the preparation of filing of any Tax Return, tax election, Tax consent or certification, or any claim for a Tax refund, (ii) any determination of liability for Taxes, and (iii) any audit, examination or other proceeding in respect of Taxes related to the Business or the Assets. Such cooperation includes direct access to engineering and contracting personnel.

D. All real estate taxes and general assessments and personal property taxes shall be allocated and prorated between the Parties as of the date of Closing in accordance with local practice. With respect to the Real Property at Tonawanda, if such Real Property is not separately assessed for real estate tax purposes, such real estate taxes shall be further pro rated based upon the portion of the property covered by the tax bills which is included within the Assets and that portion which is not included within the Assets as set forth on Exhibit 7.4.

E. GM shall cause all utility meters to be read as of the date of the Closing. GM shall pay all utility charges through the date of the Closing and AAM shall be responsible for all utility charges relating to subsequent periods.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized signatories at Detroit, Michigan.

GENERAL MOTORS CORPORATION                   AMERICAN AXLE & MANUFACTURING, INC.

By:/s/ J.H. Mark, Jr.                        By:/s/ R.E. Dauch
   ----------------------------                 --------------------------------

Print Name:John H. Mark, Jr.                 Print Name:R.E. Dauch

1.1        Strategic partnership letter

1.1.1      List of real estate sold.

1.1.2.A.   List of machinery and equipment sold.

1.1.2.B.   List of privileges.

1.1.2.C.   Listing of all purchase orders, sale agreements,
           etc., and agreements entered into in the ordinary
           course of business.

1.1 .3.    Patents transferred.

1.1.4.     Licenses, Permits and Approvals transferred.

1 .2.4.    Excluded Assets.

3.1.       Contracts, Licenses and Permits Not Assumed

4.1.4.     Permitted Encumbrances and Records

4.1.4.C.   Title and Condition of Real Property

4.1.6.     Pending litigation, investigations, inquiries.

4.1.7.     Patent and Technical Documentation Infringement

4.1.8.     List of Exceptions to Applicable Laws

4.1.10.    Consents

4.1.13     Regulatory Matters

4.1.15.    Restrictive Documents or Laws

4.1.17.B. List of Unfair Labor Charges

4.1.19. Certain Employee Benefit Plans

5.1.1. Employees of the Business

6.1.1. Environmental Confidentiality Agreement

6.2.1.A. Environmental Compliance

6.2.2. Environmental Permits

7.2.A. Title Insurance Amounts

7.4. Tonawanda Separation Plan

7.6.C.        Valuation Agreement

8.1.4.B.      Registration Rights Agreement

8.1.4.C.      Indemnification Agreement

8.1.4.D.      Component Supply Agreement

8.1.4.E.      Option to Purchase Equipment Agreement

8.1.4.F.      Access and Security Agreement

8.1.4.G.      Transition Services Agreement

8.1.4.H.(i)   GMCL Purchase Order Agreement

8.1.4.H.(ii)  GMCL Supply Agreement

8.2.5.        Restated Certificate of Incorporation of AAM

8.2.6.        Bylaws of AAM

NET LEASE

THIS LEASE is made as of September 30, 1994, by and between FIRST INDUSTRIAL, L.P., 150 North Wacker, Suite 150, Chicago, Illinois 60606 ("Landlord"), and AMERICAN AXLE & MANUFACTURING, INC., a Delaware Corporation, 1040 Holbrook Avenue, Detroit, Michigan 40212-3400 ("Tenant"), who agree as follows:

SECTION 1 THE PREMISES

1.01 Landlord hereby leases to Tenant the real property located in the City of Rochester Hills, County of Oakland, and State of Michigan, more particularly described in Exhibit "A" attached to, and made an integral part of, this Lease (the "Land"), together with the building and other improvements to be constructed on the Land under Section 2 (the "Improvements") (the Land and the Improvements collectively will constitute and be referred to in this Lease as the "Premises").

SECTION 2 CONSTRUCTION OF IMPROVEMENTS

2.01 Landlord agrees to construct ("Landlord's Work") the Improvements on the Land, prior to the Commencement Date (defined in Section 3.01, in accordance with the plans and specifications listed in Exhibit "B" attached to and made an integral part of this Lease (the "Plans" or "Plans and Specifications").

2.02 The Improvements will be completed on or before the dates described in Exhibit E. If in good faith Landlord is delayed in construction by any labor dispute, strike, lockout, fire, unavailability of material, weather or other casualty, beyond its reasonable control, then the period of delay necessarily caused by such occurrence will be added to the indicated completion date.

SECTION 3 THE TERM

3.01 Deleted

3.02 The date shown in Section 2.02 represents Landlord's estimate of the date the Premises will be ready for occupancy. Landlord agrees to use its best efforts to complete all work, and to tender possession to Tenant, on or before the date shown in Section 2.02, or the extended date, if any, provided for thereIN. If Landlord is unable, for any reason beyond Landlord's control, to tender possession on that date, Tenant may not terminate this Lease, and Landlord will have no liability for damages.

3.03 Landlord will require its contractor to cooperate with Tenant's installers of equipment, trade fixtures, furnishings and decorations attached to the Improvements to the maximum extent possible, but Tenant agrees that delay of or interference with construction caused by such installers will not postpone the Commencement Date or the obligation to

begin paying rent. By occupying the Premises or any portion thereof, Tenant will be deemed to have accepted the Premises or such portion thereof and acknowledged that they are in the condition called for in this Lease, subject only to punch list items.

3.04 Landlord shall permit Tenant to enter into possession of the Premises in order to install Tenant's equipment, trade fixtures, furnishings or decorations prior to the Commencement Date, Tenant agrees that such occupancy will be deemed to be under all the provisions of this Lease, except as to the rental established herein.

3.05 Upon request by Landlord, Tenant will execute a written instrument confirming the Commencement Date and the expiration date of the Term.

SECTION 4 THE BASE RENT

4.01 Tenant agrees to pay to Landlord, as a minimum net rental for the original Term of this Lease, the total amount of Three Million Either Hundred Seventy-Seven Thousand, Four Hundred Sixty-Seven and 90/100 Dollars ($3,877,467.90), in monthly installments of Twenty-Nine Thousand Three Hundred Twenty Four and 46/100 ($29,324.46) Dollars for months 1-48; Thirty-Two Thousand, Nine Hundred Twenty and 85/100 ($32,920.85) Dollars for months 49-96; and Thirty-Seven Thousand Seventy and 54/100 ($37,070.54) Dollars for months 97-120.

4.02 Each monthly installment of minimum net rental will be paid in advance, without any setoffs or deductions, on the first day of each and every month (the "Rent Date") during the Term, at the office of the Landlord (P.O. Box 75460, Chicago, Illinois 60675- 5460) or at such other place as Landlord from time to time may designate in writing. Landlord acknowledges receipt of Twenty-Nine Thousand Three Hundred Twenty-Four and 46/100 Dollars ($29,324.46), representing the first month's rent. In the event the Commencement Date is other than the first day of a calendar month, the rental for the partial first calendar month of the Term will be prorated accordingly.

4.03 Except as otherwise provided herein, Landlord and Tenant acknowledge and agree that this is a net lease, and that it must yield, net, to Landlord during the original Term, not less than the minimum net rent shown in Section
4.01. All costs, expenses and charges of every nature relating to the Premises which may be attributable to, or become due during, the Term will be paid by Tenant, and Tenant will indemnify and hold harmless Landlord from and against such costs, expenses and charges.

SECTION 5 LATE CHARGES AND INTEREST

5.01 Any rent or other sums, if any, payable by Tenant to Landlord under this Lease which are not paid within seven days after they are due, and any rent or other sums received and accepted by Landlord more than seven days after they are due, will be subject to a late

charge of two percent (2%) of the amount due. Such late charges will be due and payable as additional rent on or before the next Rent Day.

5.02 Any rent, late charges or other sums payable by Tenant to Landlord under this Lease not paid within thirty (30) days after the same are due will bear interest at a per annum rate equal to two percentage points above the effective prime interest rate per annum charged by Comerica Bank to its best commercial customers on the date when the rent, late charges or other sums became due, but not in excess of the maximum interest rate permitted by law. Such interest will be due and payable as additional rent on or before the next Rent Day, and will accrue from the date that such rent, late charges or other sums are payable under the provisions of this Lease until actually paid by Tenant.

5.03 Any default in the payment of rent, late charges or other sums will not be considered cured unless and until the late charges and interest due hereunder are paid by Tenant to Landlord. If Tenant defaults in paying such late charges and/or interest, Landlord will have the same remedies as on default in the payment of rent. The obligation hereunder to pay late charges and interest will exist in addition to, and not in place of, the other default provisions of this Lease.

SECTION 6 TAXES, ASSESSMENTS AND UTILITIES

6.01 Tenant agrees to pay as additional rent for the Premises all taxes and assessments, general and special, all water rates and all other governmental impositions which may be levied on the Premises or any part thereof, or on any building or improvements at any time situated thereon, during or pertaining to the Term and any extensions thereof. All such taxes, assessments, water rate and other impositions will be paid by Tenant before they become delinquent. The property taxes and assessments for the first and last years of the Term or any extensions thereof, will be prorated between Landlord and Tenant so that Tenant will be responsible for any such tax or assessment attributable to the period during which Tenant has possession of the Premises.

The so-called "due-date" method of proration will be used, it being presumed that taxes and assessments are payable in advance. In the event that during the Term or any extension thereof (i) the real property taxes levied or assessed against the Premises are reduced or eliminated, whether the cause is a judicial determination of unconstitutionality, a change in the nature of the taxes imposed or otherwise, and (ii) there is levied, assessed or otherwise imposed on the Landlord, in substitution for all or part of the tax thus reduced or eliminated, a tax (the "Substitute Tax") which imposes a burden upon Landlord by reason of its ownership of the Premises, then to the extent of such burden the Substitute Tax will be deemed a real estate tax for purposes of this paragraph.

6.02 From and after the Commencement Date Tenant agrees to pay all charges made against the Premises for gas, heat, electricity and all other utilities as and when due during the continuance of this Lease.

6.03 DELETED

6.04 Tenant also agrees to pay as additional rent for the Premises all dues and assessments levied against or in regard to the Premises by Rochester Hills Executive Park Owners Association until the termination of the Term and of any extended term of this Lease. Tenant will pay all such dues and assessments before they become delinquent. Such dues and assessments which relate to specific periods of time which periods include the Commencement Date and/or the termination date of this Lease or any extension thereof, will be prorated between Landlord and Tenant so that Tenant will be responsible for any such dues and assessments attributable to the period during which Tenant has possession of the Premises.

6.05 See Addendum

6.06 See Addendum

SECTION 7 USE OF PREMISES

7.01 The Premises during the continuance of this Lease will be used and occupied for general office, warehousing, assembly and testing and engineering and any other lawful use consistent with other uses in the Rochester Hills Executive Park only and for no other purpose without the prior written consent of Landlord. Tenant agrees that it will not use or permit any person to use the Premises or any part thereof for any use or purposes in violation of the laws of the United States, the laws, ordinances or other regulations of the State and municipality in which the Premises are located, or of any other lawful authorities, or the Declaration of Covenants and Restrictions, dated December 22, 1992 recorded January 8, 1993 in Liber 13241, pages 270-382, inclusive, Oakland County Records (a copy of which is attached hereto as Exhibit "C", to which Declaration this Lease is hereby expressly made subject). During the Term or any extended term, Tenant will keep the Premises and every part thereof and all buildings at any time situation thereon in a clean and wholesome condition and generally will comply with all lawful health and policy regulations. All signs and advertising displayed in and about the Premises will be such only as to advertise the business carried on upon the Premises and Landlord will control the location, character and size thereof. No signs will be displayed, except as approved in writing by Landlord, and no awning will be installed or used on the exterior of the building unless approved in writing by Landlord.

ALTERNATE
SECTION 8

INSURANCE
(Tenant TO OBTAIN)

8.01 Tenant, at its sole expense, will obtain and maintain at all times until termination of this Lease and surrender of the Premises to Landlord, a primary policy of

insurance covering the Premises and providing the insurance protection described in this Section 8.

8.02 The liability coverage under the primary policy will name Landlord and Landlord's mortgagee as additional insured parties, and will provide comprehensive general public liability insurance including blanket contractual coverage against claims for or arising out of bodily injury, death or property damage, occurring in, on or about the Premises or property in, on or about the streets, sidewalks or properties adjacent to the Premises. The limits of coverage will be, initially, if dual limits are provided, not less than Two Million Dollars ($2,000,000.00) with respect to injury or death of a single person, not less than Two Million Dollars ($2,000,000.00) with respect to any one occurrence and not less than One Million Dollars ($1,000,000.00) with respect to any one occurrence of property damage, or, in the alternative, a single limit policy in the amount of Two Million Dollars ($2,000,000.00), and thereafter in such reasonably appropriate increased amounts as may be determined by Landlord or Landlord's mortgagee; provided, however, that the amount of coverage will not be increased more frequently than at five (5) year intervals. The policy will contain cross-liability endorsements.

8.03 The primary policy will insure the Improvements, as defined in Section 1.01 hereof (but not any personal property, fixtures or equipment of Tenant) for full replacement cost against loss by fire, with standard extended risk coverage, vandalism, malicious mischief, sprinkler leakage and all other risk perils. The name insured will be Landlord, Tenant and Landlord's mortgagee, only. The initial amount of this insurance will be _________________ Dollars ($____________), but such amounts shall be increased upon notice to Tenant on the recommendation or requirement of Landlord or Landlord's mortgagee, in order to reflect increases in the replacement cost of the Improvements.

8.04 The primary policy also will provide loss of tents coverage sufficient, as reasonably determined by Landlord, to cover the net rental and all other charges which are the obligation of Tenant under this Lease for a 12-month period from the date of any loss or casualty.

8.05 The insurance policy or policies to be provided by Tenant hereunder shall be issued by an insurance company or companies having an A.M. Best Company rating of not less than "A". Each policy procured by Tenant under this Section 8 must provide for at least thirty (30) days' written notice to Landlord of any cancellation. Certificates of Insurance will be delivered by Tenant to Landlord prior to the effective date thereof, together with receipts evidencing payment

of the premiums therefor. Tenant will deliver certificates of renewal for such policies to Landlord at least thirty (30) days prior to the expiration dates thereof. The insurance provided by Tenant under this Section 8 may be in the form of a blanket insurance policy covering other properties as well as the Premises; provided, however, that any such policy or policies of blanket insurance (i) must specify therein or Tenant must furnish Landlord with a written statement from the insurers under such policy or policies specifying, the amount of the total insurance allocated to the Premises, which amounts will not be less than the amounts required by Subsections 8.02, 8.03 and 8.04 hereof, and (ii) such amounts so specified must be sufficient to prevent Landlord or Landlord's mortgagee from becoming a

co-insurer within the terms of the applicable policy or policies, and provided further, however, that any such policy or policies of blanket insurance must, as to the Premises, otherwise comply as to endorsements and coverage with the other provisions of this Section 8.

8.06 Except with respect to the insurance required by Subsection 8.02, neither Landlord nor Tenant may take out separate insurance concurrent in form or contributing in the event of loss with that required under this Section 8 unless Landlord and Tenant are included therein as the insured payable as provided in this Lease. Each party will notify the other immediately of the placing of any such separate insurance.

8.07 If Tenant fails to provide all or any of the insurance required by this Section 8, or subsequently fails to maintain such insurance in accordance with the requirements of this Section, Landlord may but will not be required to) procure or renew such insurance, and any amounts paid by Landlord for such insurance will be additional rental due and payable on or before the next Rent Day, together with late charges and interest as provided in Section 5.

SECTION 9 DAMAGE BY FIRE OR OTHER CASUALTY

9.01 See Addendum.

9.02 See Addendum.

9.03 Tenant will have the option, exercisable by written notice to Landlord upon restoration of the Premises, to extend the original Term of this Lease (or the extension of the Term during which the damage or destruction occurred, as the case may be) for a period equal to the period, if any, during which Tenant was deprived of the use of all or a significant portion of the Premises by reason of such damage or destruction. Tenant's option must be exercised within twenty (20) days following completion of the work of restoration and repair.

SECTION 10 REPAIRS

10.01 Except as otherwise provided herein, Tenant agrees at its own expense to keep the Improvements, including all structural, electrical, mechanical and plumbing systems at all times in good appearance and repair except for reasonable and normal wear and tear. Tenant will also pay all other expenses in connection with the maintenance of the Premises including repair and upkeep of grounds, sidewalks, driveways and parking areas in a first-class condition.

10.02 Notwithstanding any other provision of this Lease, from and after the date Tenant takes occupancy of the Premises any repairs, additions or alterations to the Improvements or any of its systems (e.g., plumbing, electrical, mechanical) structural or non-structural, which are required by any law, statute, ordinance, rule, regulation or governmental authority which are enacted after the Commencement Date or insurance carrier, including,

without limitation, OSHA, will be the obligation of Tenant. Landlord will assign to Tenant the benefit of all guarantees and warranties covering the Improvements and the systems thereof.

SECTION 11 PAYMENT FOR SERVICES RENDERED BY Landlord

11.01 Except for the construction under Section 2 hereof, if Landlord at any time: (i) does any work or performs any service in connection with the Premises, or (ii) supplies any materials to the Premises, and the cost of the services, work or materials is Tenant's responsibility under the provisions of this Lease, Landlord will invoice Tenant for the cost, payable within five (5) days after delivery of the invoice. This Section will apply to any such work, services or materials, whether furnished at Tenant's request or on its behalf and whether furnished or caused to be furnished by Landlord or its agents, employees or contractors. All amounts payable under this Section will be additional rental, and failure by Tenant to pay them when due will be a default under this Lease and further will result in the assessment of late charges and interest under Section 5.

SECTION 12 ALTERATIONS

12.01 The parties agree that Tenant will not make any structural or mechanical alterations, additions, or improvements to the Premises without the written consent of Landlord and, if required by the terms of any mortgage on the Premises, the written consent of the mortgagee which consent shall not be unreasonably withheld or delayed. All alterations, additions or improvements made by either of the parties hereto on the Premises will be the property of Landlord except for Tenant's equipment, trade fixtures, furnishings, decorations, or machinery and will remain on and be surrendered with the Premises at the termination of this Lease, except that alterations, additions or improvements made by Tenant must be removed and the Premises restored by Tenant

if so indicated by Landlord, at the time or approval, or if no approval is requested by Tenant, if requested by Landlord. In any event, Tenant will supply Landlord with as built plans for any such work.

SECTION 13 LIENS

13.01 After the Commencement Date, Tenant will keep the premises free of liens of any sort and will hold Landlord harmless from any liens which may be placed on the Premises except those attributable to the acts of Landlord.

SECTION 14 EMINENT DOMAIN

14.01 If seventy-five (75%) percent or more of the building's net rentable area is condemned or taken in any manner (including without limitation any conveyance in lieu thereof) for any public or quasi-public use, the Term of this Lease shall cease and terminate

as of the date title is vested in the condemning authority. If fifth (50%) percent or less of the building's net lease area is so condemned or taken, the Tenant may terminate this Lease if it determines, in the reasonable exercise of its business judgment, that continued operation of the Premises under this Lease would be uneconomic. If more than fifty (50%) but less than seventy-five (75%) percent of the building's net rentable area is so condemned or taken, with the result that Tenant's business is significantly and adversely affected thereby, or if such a portion of the parking area is so condemned or taken that the number of parking spaces remaining are less than the number required by applicable zoning or other code for the building, then either Landlord or Tenant may terminate this Lease as of the date title is vested in the condemning authority by written notice to the other.

14.02 If this Lease is not terminated following such condemnation or taking, Landlord, as soon as reasonably practicable after such condemnation or taking and the determination and payment of Landlord's award on account thereof, shall expend as much as may be necessary of the net amount which is awarded to Landlord and released by Landlord's mortgagee, if any, in restoring, to the extent originally constructed by Landlord (consistent, however, with zoning laws and building codes then in existence), so much of the building as was originally constructed by Landlord to an architectural unit as nearly like its condition prior to such taking as shall be practicable. Should the net amount so awarded to Landlord be insufficient to cover the cost of restoring the building, in the reasonable estimate of Landlord, Landlord may, but shall have no obligation to, supply the amount of such insufficiency and restore the building to such an architectural unit, with all reasonable diligence, or Landlord may terminate this Lease by giving notice to Tenant not later than a reasonable time after Landlord has determined the estimated net amount which may be awarded to Landlord and the estimated cost of such restoration, unless Tenant elects, at

its sole option, to promptly provide the amount of any insufficiency.

14.03 If this Lease is not terminated pursuant to Section 14.01, the minimum net rental payable by Tenant shall be reduced in proportion to the reduction in net rentable area of the building by reason of the condemnation or taking. If this Lease is terminated pursuant to Section 14.01, the minimum net rental and other charges which are the obligation of Tenant hereunder shall be apportioned and prorated accordingly as of the date of termination.

14.04 The whole of any award or compensation for any portion of the Premises taken, condemned or conveyed in lieu of taking or condemnation shall be solely the property of and payable to Landlord. Nothing herein contained shall be deemed to preclude Tenant from seeking, at its own cost and expense, an award from the condemning authority for loss of its business, the value of any trade fixtures or other personal property of Tenant in the Premises or moving expenses

SECTION 15 ASSIGNMENT OR SUBLETTING

15.01 Tenant agrees not to assign or in any manner transfer this Lease or any interest in this Lease without the previous written consent of Landlord, and not to sublet the Premises or any part of the Premises or allow anyone to use or to come in with, through or under it

without like consent, which consent will not be withheld unreasonably. In no event may Tenant assign or otherwise transfer this Lease or any interest in this Lease at any time while in default thereunder. One such consent will not be deemed a consent to any subsequent assignment, subletting, occupation, or use by any other person. Tenant amy, however, assign this Lease to a corporation with which it may merge or consolidate, to any parent or subsidiary of Tenant or subsidiary of Tenant's parent, or to a purchaser of substantially all of Tenant's assets if the assignee executes an agreement required by Landlord assuming Tenant's obligations. The acceptance of rent from an assignee, subTenant or occupant will not constitute a release of Tenant from the further performance of the obligations of Tenant contained in this Lease. In the event of any assignment or sublease of all or any portion of the Premises where the rental or other consideration reserved in the sublease or by the assignment exceeds the rental or prorata portion of the rental, as the case may be for such space reserved in this Lease, Tenant agrees to pay Landlord monthly as additional rent, on the Rent Day fifty percent (50%) of the excess of the rental or other consideration reserved in the sublease or assignment over the rental reserved in this Lease applicable to the subleased/assigned space. Tenant acknowledges that Landlord selected Tenant in part on the basis of Tenant's proposed use and occupation of the premises, and agrees that Landlord may withhold consent to any proposed sublease or assignment if the subTenant's or assignee's business or proposed use of the Premises would be physically injurious to the Building or would detract from the reputation of the industrial park, if any, within which the Premises are located. Neither the transfer of

stock of Tenant nor the public offering of stock of the Tenant shall constitute an assignment, subletting or transfer hereunder.

SECTION 16 INSPECTION OF PREMISES

16.01 After prior notice (except in an emergency) Tenant agrees to permit Landlord and the authorized representatives of Landlord to enter the Premises at all reasonable times during business hours for the purpose of inspecting the same. A representative of Tenant shall be entitled to be present during an inspection. Confidential areas shall be subject to special inspection procedures.

SECTION 17 FIXTURES AND EQUIPMENT

17.01 All fixtures and equipment paid for by Landlord and all fixtures and equipment which may be paid for and placed on the Premises by Tenant from time to time but which are so incorporated and affixed to Improvements that their removal would involve damage or structural change to Improvements will be and remain the property of Landlord, except for Tenant's machinery, equipment, furnishings, decorations or trade fixtures which Tenant may remove.

17.02 All furnishings, equipment and fixtures other than those specified in
Section 17.01, which are paid for an placed on the Premises by Tenant from time to time (other than those which are replacements for fixtures originally paid for by Landlord) will remain the property of Tenant.

SECTION 18 SECURITY

Deleted

SECTION 19 NOTICE OR DEMANDS

19.01 All bills, notices, statements, communications to or demands (collectively, "notices or demands") upon Landlord or Tenant desired or required to be given under any of the provisions hereof must be in writing. Any such notices or demands from Landlord to Tenant will be deemed to have been duly and sufficiently given if a copy thereof has been mailed by United States mail in an envelope properly stamped and addressed to Tenant at the address of the Premises or Tenant's registered office in the State in which the Premises are located at such time, or at such other address as Tenant may have last furnished in writing to the Landlord for such purpose, and any such notices or demands from Tenant to Landlord will be deemed to have been duly and sufficiently given if personally delivered to Landlord or mailed by United States mail in an envelope properly stamped and addressed to Landlord at the address last furnished by written notice from Landlord to Tenant. The effective date of such notice or demand will

be deemed to be the time when personally delivered or mailed as herein provided. A copy of all notices or demands to Tenant shall be sent to A. Jeffrey Bean at such address as he provides to Landlord in writing.

SECTION 20 BREACH; INSOLVENCY; RE-ENTRY

20.01 If any rental payable by Tenant to Landlord remains unpaid for more than seven (7) days after written notice to Tenant of non-payment, or if Tenant violates or defaults in the performance of any of its obligations in this Lease and the violation or default continues for a period of thirty (30) days after written notice, then Landlord may (but will not be required to) declare this Lease forfeited and the Term ended, or re-enter the Premises, or may exercise all other remedies available under Michigan law. In the event such non-monetary violation or default cannot be cured within thirty (30) days, so long as Tenant shall have commenced the cure and is proceeding diligently to complete such cure, Tenant shall have such additional time as necessary to complete such cure. Landlord will not be liable for damages to person or property by reason of any law, re-entry or forfeiture, and Landlord will be aided and assisted by Tenant, its agents, representatives and employees. Tenant, by the execution of this Lease, waives notice of re-entry by Landlord. In the event of re-entry by Landlord without declaration of forfeiture, the liability of Tenant for the rent provided herein will not be relinquished or extinguished for the balance of the Term, and any rentals prepaid may be retained by Landlord and applied against the costs of re=entry, or as liquidated damages, or both. Tenant will pay, in addition to the rental sand other sums agreed to be paid hereunder, reasonable attorneys' fees, costs and expenses in any suit or action instituted by or involving Landlord to enforce the provisions of, or the collection of the rentals due Landlord under this Lease, including any proceeding under the Federal Bankruptcy Code.

If Tenant is adjudged bankrupt or insolvent, files or consents to the filing of a petition in bankruptcy under Federal or State law, applies for or consents to the appointment of a receiver for all or substantially all of its assets, makes a general assignment for the benefit of its creditors, fails generally to pay its debts as they become due, or does anything which, under the applicable provisions of the Federal Bankruptcy Code would permit a petition to be filed by or against Tenant, then tenant shall be in default under this Lease and, to the extent from time to time permitted by applicable law, including but not limited to the Federal Bankruptcy Code, Landlord shall be entitled to exercise all remedies set forth in the preceding paragraph of this Section 20. In a reorganization under Chapter 11 of the Federal Bankruptcy Code, the debtor or trustee must assume this Lease or assign it within sixty (60) days from the filing of the proceeding, or he shall be deemed to have rejected and terminated this Lease. Tenant acknowledges that its selection to be the tenant hereunder was premised in material part on Landlord's determination of Tenant's creditworthiness and ability to perform the economic terms of the Lease, and Landlord's further determination that Tenant and the character of its occupancy

and use of the Premises would be compatible with the nature of the Premises and other adjacent properties of Landlord. Therefore, if Tenant, as debtor, or its trustee elects to assume or assign this Lease, in addition to complying with all other requirements for assumption or assignment under the Federal Bankruptcy Code, then Tenant, as debtor, or its trustee or assignee, as the case may be, must also provide adequate assurance of future performance, including but not limited to a deposit, the amount of which shall be reasonably determined based on the duration of time remaining in the Term, the physical condition of the premises at the time the proceeding as filed, and such damages as may be reasonably anticipated after reinstatement of the Lease, taking into account rental market conditions at the time of the reinstatement. In the event of an assignment, the Landlord must be reasonably assured that the financial condition of the assignee is sound, and that its use of the Premises will be compatible with the nature of the Premises and other adjacent properties of Landlord.

In the event of declaration of forfeiture at or after the time or re-entry, Landlord may re-lease the Premises or any portion(s) of the Premises for a term or terms and at a rent which may be less than or exceed the balance of the Term of and the rent reserved under this Lease. In such event Tenant will pay to Landlord as liquidated damages for Tenant's default any deficiency between the total rent reserved and the net amount, if any, of the rents collected on account of the lease or leases or the Premises which otherwise would have constituted the balance of the term of this Lease. In computing such liquidated damages, there will be added to the deficiency any expenses which Landlord may incur in connection with re-leasing, such as legal expenses, attorneys' fees, brokerage fees and expenses, advertising and for keeping the Premises in good order or for preparing the Premises for releasing. Any such liquidated damages will be paid in monthly installments by Tenant on the Rent Day and any suit brought to collect the deficiency for any month will not prejudice Landlord's right to collect the deficiency for any subsequent month by a similar proceeding. In lieu of the foregoing computation of liquidated damages, Landlord may elect, at its sole option, to receive liquidated damages in one payment equal to any deficiency between the total rent reserved hereunder and the fair and reasonable rental of the Premises, both discounted at ten (10%) percent per annum to present value at the time of declaration of

forfeiture. Landlord shall use reasonable business efforts to re-lease the Premises and to mitigate its damages.

Whether or not forfeiture has been declared, Landlord will not be obliged or be responsible in any way for failure to re-lease the Premises or, in the event that the Premises are re-leased, for failure to collect the rent under such re-leasing. The failure of Landlord to re-lease all or any part of the Premises will not release or affect Tenant's liability for rent or damages.

SECTION 21 SURRENDER OF PREMISES ON TERMINATION

21.01 At the expiration (or earlier termination) of the Term, Tenant will surrender the Premises broom clean and in as good condition and repair as they were at the time Tenant took possession, reasonable wear and tear and obligations of Landlord hereunder excepted, and promptly upon surrender will deliver all keys and building security cards for the Premises to Landlord at the place then fixed for payment of rent. All costs and expenses incurred by Landlord in connection with repairing or restoring the Premises to the condition called for herein, together with the costs, if any, of removing from the Premises any property of Tenant left therein, together with liquidated damages in an amount equal to the amount of minimum net rental plus all other charges which would have been payable by Tenant under this Lease if the term of this Lease had been extended for the period of time reasonably required for Landlord to repair or restore the Premises to the condition called for herein up to fifteen (15) days shall be invoiced to Tenant and shall be payable as additional rental within five (5) days after receipt of invoice.

SECTION 22 PERFORMANCE BY LANDLORD OF THE COVENANTS OF TENANT

22.01 If Tenant fails to pay any sum of money other than rental, required to be paid hereunder or fails to perform any act on its part to be performed hereunder, including without limitation the performance of all covenants pertaining to the condition and repair of the Premises pursuant to Section 10, above, and such failure shall continue for a period thirty (30) days (or a reasonable period of less than thirty days when life, person or property is in jeopardy) after notice thereof by Landlord, Landlord may (but shall not be required to), and without waiving or releasing Tenant from any of Tenant's obligations, make any such payment or perform any such other act. All sums so paid by Landlord and all necessary incidental costs, including without limitation the cost of repair, maintenance or restoration of the Premises if so performed by Landlord hereunder, shall be deemed additional rental and, together with interest thereon at the rate set forth in Section 5.02, from the date of payment by Landlord until the date of repayment by Tenant to Landlord, shall be payable to Landlord within five (5) days after receipt of invoice by Tenant. On default in such payment, Landlord shall have the same remedies as on default in payment of rent. The rights and remedies granted to Landlord under this Section 22 shall be in addition to, and not in lieu of all other remedies, if any, available to Landlord under this Lease or otherwise, and nothing herein

contained shall be construed to limit such other remedies of Landlord with respect to any matters covered herein.

22.02 See Addendum.

SECTION 23 SUBORDINATION; ESTOPPEL CERTIFICATES

23.01 Tenant agrees that Landlord may choose to make this lease subordinate

or paramount to any construction loans, mortgages, trust deeds and ground or underlying leases now or hereafter affecting the Premises and to any and all advances to be made thereunder, and to the interest and charges thereon, and all renewals, replacements, and extensions thereon, provided the mortgagee, lessor or trustee named in any such mortgages, trust deeds or leases agrees to recognize the lease of Tenant and not to disturb Tenant's quiet possession of the Premises in the event of foreclosure if Tenant is not in default. Tenant will execute promptly any instrument or certificate that Landlord may request to confirm such subordination, and hereby irrevocably appoints Landlord as Tenant's attorney-in-fact to execute such instrument or certificate on its behalf.

23.02 Tenant, within ten (10) days after request (not to exceed once per year) by Landlord will execute and deliver to Landlord, an estoppel certificate identifying the Commencement Date and expiration date of the Term and stating that this Lease is unmodified and in full force and effect, or is in full force and effect as modified, stating the modifications, and stating that Tenant does not claim that Landlord is in default in any way, or listing any such claimed defaults. The certificate also will confirm the amount of monthly Base Rent and additional rent as of the date of the certificate, the date to which the rent has been paid in advance, and the amount of any security deposit or prepaid rent. If Tenant fails to deliver the executed certificate to Landlord within the ten (10) day period, the accuracy of the proposed certificate will be deemed conclusively confirmed.

SECTION 24 QUIET ENJOYMENT

24.01 Landlord agrees that at all times when Tenant is not in default under the provisions and during the Term of this Lease, Tenant's quiet and peaceable enjoyment of the Premises will not be disturbed or interfered with by Landlord or any person claiming by, through, or under Landlord.

SECTION 25 HOLDING OVER

25.01 Unless the parties are actively negotiating a new Lease, if Tenant remains in possession of the Premises after the expiration of this Lease without executing a new lease, it will be deemed to be occupying the Premises as a tenant from month to month, subject to all the provisions of this Lease to the extent that they can be applicable to a month-to-month tenancy, except that the minimum net rental for each month will be one hundred twenty five

(125%) percent of the regular monthly installments of minimum net rental set forth in Section 4.01, above.

SECTION 26 REMEDIES NOT EXCLUSIVE; WAIVER

26.01 Each and every of the rights, remedies and benefits provided by this Lease are cumulative, and are not exclusive of any other of said rights, remedies and benefits, or of any other rights, remedies and benefits allowed by law.

26.02 One or more waivers of any covenant or condition by Landlord will not be construed as a waiver of a further or subsequent breach of the same covenant or condition, and the consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval will not be deemed to waive nor render unnecessary Landlord's consent or approval to or of any subsequent similar act by Tenant.

SECTION 27 WAIVER OF SUBROGATION

27.01 Landlord and Tenant hereby waive any and all right of recovery against each other for any loss or damage caused by fire or any of the risks covered by standard fire and extended coverage, vandalism and malicious mischief insurance policies.

SECTION 28 RIGHT TO SHOW PREMISES

28.01 For a period commencing one hundred and seventy nine (179) days prior to the termination of this Lease or any extension thereof, Landlord may show the Premises and may display about the Premises signs advertising the availability of the Premises.

SECTION 29

Deleted

SECTION 30 INDEMNIFICATION

30.01 Tenant at its expense will defend, indemnify and save Landlord, its licensees, servants, agents, employees and contractors, harmless from any loss, damage, claim of damage, liability or expense to or for any person or property, whether based on contract, tort, negligence or otherwise, arising directly or indirectly out of or in connection with the condition of the Premises, the use or misuse thereof by Tenant or any other person, the acts or omissions of Tenant, its licensees, servants, agents, employees or contractors, the failure of Tenant to comply with any provision of this Lease, or any event on the Premises, whatever the cause; provided, however, that nothing herein shall be construed to require Tenant to indemnify Landlord against Landlord's own acts, omissions or neglect.

30.02 See Addendum.

SECTION 31

PREVENTING REMOTE VESTING

31.01 Notwithstanding any other provisions of this Lease, if the Term of this Lease does not commence within three (3) years from the date hereof, this Lease will be deemed terminated three (3) years from the date herof without necessity of any notice or act by Landlord or Tenant. It is the intention of this Section to prevent this Lease from becoming unenforceable by reason of any claim that it might violate the rule against perpetuities.

SECTION 32

DEFINITION OF LANDLORD; LANDLORD'S LIABILITY

32.01 The term "Landlord" as used in this Lease so far as covenants, agreements, stipulations or obligations on the part of the Landlord are concerned is limited to mean and include only the owner or owners of fee title (or of a ground leasehold interest) to the Premises at the time in question, and in the event of any transfer or transfers of the title to such fee the Landlord herein named (and in case of any subsequent transfers or conveyances the then grantor) will automatically be freed and relieved from and after the date of such transfer or conveyance of all personal liability for the performance of any covenants or obligations on the part of the Landlord contained in this Lease thereafter performed so long as the assignee or transferee, in the event of a voluntary transfer, assumes Landlords*.

If Landlord fails to perform any provision of this Lease upon Landlord's part to the performed, and if as a consequence of such default Tenant recovers a money judgement against Landlord, such judgment may be satisfied only out of the proceeds of sale received upon execution of such judgement and levied thereon against the right, title and interest of Landlord in the Premises and out of rents or other income from such property receivable by Landlord and Landlord shall not be personally liable for any deficiency.

*obligation hereunder.

SECTION 33

ENTIRE AGREEMENT

33.01 This lease and the Exhibits attached hereto and forming a part hereof, set forth all of the covenants, agreements, stipulations, promises, conditions and understandings between Landlord and Tenant concerning the Premises and there are no covenants, agreements, stipulations, promises, conditions or understanding, either oral or written, between them other than herein set forth.

SECTION 34

GENERAL

34.01 Many references in this Leaser to persons, entities and items have been generalized for ease of reading. Therefore, references in a single person, entity or item will also mean more than one person, entity or thing whenever such usage is appropriate (for example, "Tenant" may include, if appropriate, a group of persons acting as a single entity, or as tenants-in-common). Similarly, pronouns of any gender should be considered interchangeable with pronouns of other genders.

34.02 All agreements and obligations of Tenant under this Lease are joint and several in nature. Any waiver or waivers by Landlord of any of the provisions of this Lease will not constitute a waiver of any later breach of that provision, and any consent or approval given by Landlord with respect to any act, neglect or default by Tenant will not waive or make unnecessary Landlord's consent or approval with respect to any later similar act, neglect or default by Tenant.

34.03 Topical headings appearing in this Lease are for convenience only. They do not define, limit or construe the contents of any paragraphs or clauses.

34.04 This Lease can be modified or amended only by a written agreement signed by Landlord and Tenant.

34.05 All provisions of this Lease are and will be binding on the heirs, executors, administrators, personal representatives, successors and assigns of Landlord and Tenant.

34.06 The laws of the State of Michigan will control in the construction and enforcement of this Lease.

34.07 See Addendum attached hereto and made a part hereof.

In WITNESS WHEREOF the Landlord and Tenant have executed this Lease of the date set forth at the outset hereof.

WITNESS:

Landlord: FIRST INDUSTRIAL, L.P.,
a Delaware limited partnership

By: First Industrial Realty Trust Inc.
its general partner

                                 By:/s/ Michael G. Damone
-------------------------------     --------------------------------------------

                                 Its: Senior Regional Director
-------------------------------     --------------------------------------------

Tenant: AMERICAN AXLE & MANUFACTURING, INC., a
Delaware Corporation

                                 By:/s/ Richard E. Dauch
-------------------------------  ----------------------------------------------

                                 Its: President and CEO
-------------------------------  ----------------------------------------------

ROCHESTER HILLS EXECUTIVE PARK
AMERICAN AXLE CORPORATION
PRELIMINARY OUTLINE CONSTRUCTION SPECIFICATIONS

Landlord shall construct the Improvements set forth in the Plans and Specifications described in Exhibit "B" to the Lease.

These Outline Construction Specifications are intended to describe the general scope of work and services to be performed by and to be paid for by First Industrial, L.P. (Landlord). The cost and expenses to be paid for by Landlord in connection with the construction of such Improvements shall be based on the design and construction of a one story industrial building which will be substantially similar to the existing industrial building occupied by SI Systems located at 2791 Research Drive, Rochester Hills, Michigan (Base Building) which are described below.

The following plans relate to the construction of the Base Building:

1. Construction Site Plan, Building #9, prepared by Nowak & Fraus, dated 8/18/86, last revised 2/11/87, Job #86-6367.

2. Building Shell Drawings prepared by Smith/Schurman Associates, Sheet A-1 through A-7; S-1 and S-2, dated 7/29/86, last revised 8118186, Plan #85-37881.

3. Tenant improvement Drawings, Smith/Schurman Associates, Plan #TP-1 through TP-3, dated 7/12/91, last revised 8/20/91, Plan #90-4985A.

These specifications will also define the quality levels and approximate quantities of work to be provided by Landlord for the design and construction of the new American Axle Corporation (Tenant) facility in Rochester Hills, Michigan.

Tenant shall be responsible for the payment of all costs and expenses which are the result of design and/or construction changes to the Base Building and these Outline Specifications required by the Tenant including additional costs arising from changes in the law and building codes that have occurred since November 21, 1986. Tenant agrees to make progress payments to Landlord, or to its contractor or subcontractors, for those costs and expenses properly chargeable to Tenant, upon delivery of appropriate documentation of such costs and expenses and upon completion of such work.

The proposed American Axle facility will contain the following approximate areas

Office Area                 20,450 SF
  Shop Area                 45,945 SF
                            ---------
      TOTAL                 66,395 SF

The facility to be located on Lot #36 and the South 27 feet of Lot 35 of Rochester Hills Executive Park containing approximately 4.92 acres of land.

Work to be performed for this new facility is further described as follows:

GENERAL PROJECT INFORMATION

Project Description

The building to be constructed is a one story industrial facility to be built in the City of Rochester Hills, Michigan. It will have a minimum clear height of twenty four (24) feet under the joists in the shop area and a finished ceiling height of Nine feet (9'-0") in the main office area.

The exterior shop area wall system will consist of an 8'-0" high masonry sill wall with insulated metal siding to the building's eaves. The exterior Office area wall system will consist of a face brick sill wall, tinted insulated glass ribbon windows and a Dryvit or similar material fascia treatment above the windows.

Drawings and Specifications

The cost for all architectural/engineering services necessary to prepare "Working Drawings and Specifications" for construction of the proposed facility is included. Also the cost to secure approvals including site plan approval and permits including building permits is included. Architects and Engineers (A&E)

will be registered in accordance with applicable laws in the State of Michigan. Smith/Schurman Associates will be retained as the architect for the project, and Nowak & Fraus will be retained as the civil (site) engineers. Architect and Engineering fees for tenant work as well as those A&E fees and municipal fees required to expedite municipal approvals are not included. Allowance: $36,000

Permits

We are providing an allowance of $82,400 to secure all municipal and building permits including water and sewer tap fees. Additional fees for changes or additions relative to tenant work is not included. Allowance: $82,000.

Winter Conditions

The cost of winter conditions is not included. American Axle shall have option to approve and pay for methods of construction necessary to accommodate winter conditions on an as needed basis.

EARTHWORK:          The site is assumed clear, level and at proper grade with a
                    soil bearing capacity of 3,000 pounds per square foot 3'-6"
                    below finished grade. The subsoil is considered to be free
                    from organic material, excessive groundwater, rock,
                    underground obstructions, or other latent soil conditions
                    that could result in unusual construction requirements.

                    Site areas which are to be occupied by the new building or
                    pavement will be stripped of all vegetation, brush and
                    topsoil to a depth of 6". Topsoil will be stockpiled on
                    undeveloped portions of the site for future placement in all
                    landscaped areas to a depth of 4" to 6" and for use in terms
                    where appropriate. Excess topsoil to be removed from the
                    site.

                    All cutting, filling and rough grading is to be completed to
                    proper subgrade elevations for finish floor, pavement and
                    landscaped areas.

                    Site areas occupied by building and paved areas will be
                    rough and fine graded as necessary by moving on-site
                    materials, which are assumed to be suitable, to meet
                    engineered elevations and grades and to provide proper
                    surface drainage.

                    Site areas occupied by the new building or pavement will be
                    proof rolled to compact the existing sub-base to 95% maximum
                    density as determined by the Modified Proctor Method (AASHT

                    T-180).

                    On-site fill material will be compacted to 95% maximum
                    density as determined by the Modified Proctor Method (AASHT
                    T-180).

SAND:               Provide a minimum of 4" of compacted sand full under all
                    concrete floor slabs and concrete pavement areas.

LANDSCAPING:        Provide an allowance of $45,250 for landscaping design and
                    the installation

                    of sod, shrubs, trees and an underground lawn sprinkler
                    system.

ASPHALT PAVEMENT:   Asphalt paving shall be provided for driveways and parking
                    areas as shown on the site plan.

                    Compacted aggregate base shall be crushed concrete slag or
                    gravel equivalent to MDOT Specification 22A.

                    The asphalt pavement will consist of the following
                    approximate areas:

                    o    30,000 square feet of heavy duty pavement consisting of
                         a 8" thick aggregate base, a 2-1/2" thick asphalt
                         leveling course and a 1-1/2" thick wearing course.

                    o    32,900 square feet of regular pavement consisting of a
                         8" thick aggregate base, a 1-1/2" thick asphalt
                         leveling course and a 1-1/2" thick wearing course for
                         automobile parking and drives.

                    Parking area striping is included.

SITE CONCRETE:      Concrete approaches and pads shall be provided as shown on
                    the site plan. Concrete strength shall be 3500 PSI (28 day
                    test).

                    All exterior concrete slabs will be steel troweled and then
                    broom finished for anti-skid characteristics.

                    Provide approximately 2060 square feet of sidewalk
                    consisting of 4" thick concrete on a 4" compacted sand base.

                    Provide one 10'x 20'x 6" wire mesh reinforced concrete
                    dumpster pad with a trench foundation.


SITE UTILITIES:     Site utility work will consist of the following:

Storm Drainage      Storm Water from the Shop/Office Area roofs will be
                    collected by roof sumps which will then carry runoff through

interior roof conductors to an underground storm drainage
system.

Paved and landscaped areas will be contoured and sloped to permit positive surface drainage into a system of underground storm sewers which will be connected into an existing storm drain in Technology Drive.

Storm Drain piping inside the building will be PVC. Storm Drain piping outside the building will be RCP (Reinforced Concrete Pipe).

Underdrains will be provided at each catch basin for positive sub grade drainage.

The Storm Drain system will consist of the following approximate quantities.

o 8" DI - 100 LF

o 8" PVC - 72 LF

o 18" RCP - 180 LF

o 15" RCP - 155 LF

o 12" RCP - 440 LF

o 10" RCP - 150 LF

o Two (2) Manholes

o Five (5) Catch Basins

o One (1) Inlet

Water Main          The Watermain system shall consist of ductile iron pipe
                    connecting to an existing water main in Technology Drive.
                    The watermain will serve the requirements of the fire
                    protection and domestic water system.

                    The Watermain system will contain the following approximate

quantities:

o 600 LF of 8" DI Watermain

o One (1) 8" Gate Valve & Well o One (1) Fire Hydrant including appurtenances

o Twenty Five LF of one and one-half (1-1/2") inch line for domestic water service including water meter

Sanitary Sewer Sanitary sewer work is to consist of:

o Approximately 130 LF of 6" (PVC) underground sanitary

                         sewer line extended from an existing lead in Technology
                         Drive into the building.

Natural Gas
   Service          Incoming natural gas services (piping and meter) is to be
                    provided by the utility company.

SITE SPECIALTIES:   Provide One (1) 10'x10'x30' wood dumpster enclosure
                    including concrete pad and double-swing gate.

FOUNDATIONS:        Foundations are to be 3,000 PSI strength (28 day test)
                    concrete.

                    All Concrete work shall be completed in accordance with
                    current recommended practices of the American Concrete
                    Institute (ACI).

                    Foundations and footings will be designed for a soil-bearing
                    pressure of 3000 psf at 3'-6" below finish grade.

                    All foundations will be designed in accordance with
                    applicable code requirements and will accommodate all
                    calculated building live and dead loads.

                    Concrete foundations have been designed to incorporate
                    earthformed trenched continuous footings, designed to meet
                    assumed soil conditions. All foundation piers will be sized
                    to carry the imposed building loads to a depth below the
                    frost line (3'-6").


                    Interior column footings shall be spread type.

                    Foundations and truckwell retaining walls to be poured
                    concrete, formed above the grade where exposed.

                    Not Included: Foundations to support Tenant's equipment or
                    machinery or construction of pits.

INTERIOR FLATWORK:  Interior flatwork includes all concrete floor slabs on grade
                    and mezzanine floors where indicated.

                    Finish floor is to be a minimum of 6" above finish grade.

                    Floor slabs are to be 3,000 PSI (28 day test) concrete.

                    All interior concrete slabs on grade will be placed on a 4"
                    compacted sand base.

INTERIOR
FLATWORK CONT:

Finish is to be steel-troweled and cured with a liquid
curing compound similar or equal to Kur-N-Seal.

Control joints and expansion joints will be provided as
recommended by ACI.

Provide 2" x 24" insulation board laid flat below floor
slabs at exterior walls

Plant/Storage Area floor slab will be 6" thick concrete,
reinforced with 6 x 6 wire mesh.

Office Area floor slab will be 4" thick concrete, reinforced
with 6 x 6 wire mesh and placed on a visqueen vapor barrier.

MASONRY:            Wall System

                    The shop area wall system will consist of an 8 foot high

                    masonry wainscot and a prefinished insulated metal panel
                    system up to the roof.

                    The office area wall system will consist of masonry block
                    and brick. Brick allowance is $325.00 per thousand.

                    Each third course of masonry work will be horizontally
                    reinforced with Dur-O-Wall or similar type masonry
                    reinforcement.

                    All masonry walls will be laid in standard running bond with
                    tooled joints in accordance with all Masonry Institute
                    Standard Practices.

                    All masonry shall meet or exceed A.S.T.M. standard
                    specifications for masonry construction.

STRUCTURAL SYSTEM   The structural framing for the Office and Shop Area will
                    consist of suitably sized beams, columns and bar joists for
                    the support of a 1-1/2" deep 20 gauge corrugated metal roof
                    deck as set forth on the plans for the building at 2791
                    Research Drive. The bar joist will bear on steel beams or
                    truss joists and columns.

                    Steel beams, columns, and lintels will be designed in
                    accordance with the current edition of the American
                    Institute of Steel Construction Manual.

                    The bar joist roof framing will be designed in accordance
                    with the requirements of the Steel Joist Institute.

                    Design live loads are as follows:

                    Roof: 30 pounds per square foot Mezzanine: 125 pounds per
                    square foot

MISCELLANEOUS:      Miscellaneous iron will consist of the following items:

METAL               o    4'-0" high x 6" diameter concrete-filled steel pipe
                         guard posts set in concrete will be provided at
                         exterior and interior overhead grade level and
                         truckwell doors.

o Roof or wall opening framing for HVAC equipment.

o Overhead door jambs and frames.

o Access ladder to roof

o 1-1/2" diameter pipe safety rail on one side of truckwell and 4" toeboard at truckwell.

o Miscellaneous framing, lintels, truckwell guard rail, ladder, and edge angles will be provided as required.

DIVISION 6 - CARPENTRY

CARPENTRY: Rough carpentry including labor and materials for the shell will include:

o Wood Nailers and blocking.

o Framing and bracing for the office fascia system subframe.

Rough and finish carpentry including labor and materials for the interior will include (lineal feet measurements are approximate):

o Furr, insulate and drywall exterior masonry walls in office area.

o Provide 337 LF feet of 24' high demising wall between Shop and Office areas.

o Provide 860 lineal feet of 9' high partition walls.

o Provide 29 3'-0" wide x 8'-6" high x 1-3/4" solid core, pre-finished wood doors with a rotary cut premium birch veneer finish that will be similar or equal to those as manufactured by Mohawk Flush Doors. Each door will be set in a pre-finished light gage metal frame.

o Hang hollow metal doors.

o Provide 260 lineal feet of formica sills at office windows.

o Provide plastic laminate countertops (with backsplash) in restrooms and lunch room areas.

o Provide window opening in Computer Room

o Provide 490 LF of furring and drywall on exterior

DRYWALL:            Office Area drywall partitions will be constructed of a 5/8"
                    thick, gypsum board installed on each side of 3-1/2" metal
                    studs spaced 24" on center or as a single layer attached to
                    masonry with metal furring.

Shop area drywall partitions will be constructed of double
5/8" thick, gypsum board fastened to metal studs.

Provide drywall enclosures around steel columns in office
area

All drywall to be taped and sanded.

All drywall materials will be similar or equal to the
products as manufactured by U.S. Gypsum.

                              2" thick x 24" wide rigid board insulation will be
                              provided at all perimeter, foundation walls.

                              1" thick, rigid insulation will be provided at
                              perimeter masonry walls receiving furred drywall.

                              The metal siding system will be insulated as
                              noted.

                              The roofing system will be insulated as noted.

METAL SIDING        The exterior wall of the shop area above the masonry
                    wainscoat will consist of Mor-Wall concealed fastener panel
                    with a Kynar color finish. Color to be chosen from
                    manufacturers standard.

o Provide 1-1/2" fiberglass insulation in panels.

o Interior liner shall be a 24 gauge panel factory painted with a white prime coat.

ROOF SYSTEM:

The roof system will be a single-ply membrane-type roof on
rigid insulation, consisting of:

o Mechanically fastened 45 mil EPDM roof as manufactured by Firestone or approved equal.

o Ten (10) year manufacturer's standard guarantee.

o 1 layer of isocyanurate insulation (2.7" thick) to provide R-20 insulating factor.

o Coping, cant pieces, and trims as required.

o Flashings as required including flashings around roof drains, skylights, smoke vents, roof hatches and mechanical equipment.

o Provide one (1) roof hatch for accessibility to Shop roof.

Not included: Flashings for Tenant's mechanical
equipment

CAULKING/SEALANTS: High quality caulking or other appropriate sealant will seal joints between dissimilar materials and at control joints in masonry.

GLASS & ALUMINUM:   An aluminum framed glazing system is to be provided similar
                    or equal to systems as manufactured by Kawneer or Howmet.

                    Aluminum framing for Office windows will be a nominal 2"x4"

                    bronze anodized system which will include thermal breaks.

                    Exterior glazing for Office windows will be bronze tinted 1"
                    thick, nominal, dual-glazed, insulated units.

                    Exterior entrance doors will be 3'x 7' medium stile doors
                    including surface mounted hardware, closers, lockset and
                    weatherstripping.

                    The exterior sidelight and entry door will be glazed with
                    single pane, tempered glass.

                    Interior vestibule sidelight and door will be glazed with
                    single pane, tempered glass.

HOLLOW METAL
DOORS:              Industrial grade, 3070, hollow metal doors and frames will
                    be provided as required; each including preparation for
                    locksets, butts, panic hardware (where appropriate). Doors
                    located as shown in the drawings.

                    Exterior doors to be insulated with thresholds and
                    weatherstripping.

                    Frames will be 16 gage with welded corners. Doors will be 18
                    gage. Doors and frames will receive a factory primer in
                    preparation for field painting.

OVERHEAD DOORS:     Overhead sectional doors with electric door openers as
                    follows:

                              o    Two (2) 12'-0" x 14'-0" vertical lift doors.


                    The overhead doors will have the following specifications:

                              o    Exterior panels of 24 gage steel.

                              o    Insulated with liner panel.

                              o    Full weatherstripping at jambs, sill head.

                              o    Exterior surface to be a factory provided
                                   baked enamel finish.

                              o    Doors to have one vision lite.

HARDWARE:           A hardware allowance of $10,800 is included for hollow metal

                    and wood door hardware sets.

                    The hardware sets for each door type are as follows:

                              o    Hollow metal: Butts, locksets, closer,
                                   threshold, as appropriate, panic hardware.

                              o    Wood: Butts and passage or lockset, as
                                   appropriate.

   CEILING:         Approximately 20,450 square feet of 2' x 4' suspended lay-in
                    acoustical ceiling system consisting of grid, hangers, and
                    acoustical panels will be provided for the Office and
                    designated portions of the Shop area. "T" bar grid to be
                    white.

                    Materials to be similar or equal to that as manufactured by
                    Celotex or Armstrong.

FLOOR COVERING:     Floor coverings to be provided as follows:

                    Shop Area

                              o    Approximately 45,945 square feet of exposed
                                   concrete Shop floor to be sealed with a
                                   concrete floor sealer. Allowance: $16,100.

                    Office Area

                              o    Provide approximately 2,386 SY of carpeting
                                   in the Office Area. Allowance: $28,650

                              o    Provide approximately 2,000 square feet of
                                   1/8" Vinyl tile. Allowance: $2,500

VINYL BASE:         All office areas to receive 4" cove type vinyl base.

                                                                              19

PAINTING:           All field finished drywall work will be taped, sanded, and
                    primed in preparation for receiving two (2) finish coats of
                    flat latex paint, wall covering or ceramic tile.


                    All exterior masonry surfaces will receive one (1)
                    application of masonry stain and sealer or one (1) coat of
                    block filler and one (1) finish coat of masonry paint.

                    Exposed block which occurs in the Shop Area will be filled
                    with one (1) coat of masonry filler and finished with two
                    (2) coats of alkyd enamel paint.

                    Overhead doors, exposed miscellaneous steel and hollow metal
                    doors shall receive one coat of semi-gloss alkyd enamel
                    paint over shop applied primer.

                    Interior doors will be finished with one coat of stain and
                    two finish applications of stain finish polyurethane.

                    All colors to be approved by owner.

AND ACCESSORIES:    Nine (9) sets of floor mounted toilet partitions with a
                    baked enamel finish similar or equal to those manufactured
                    by Sanymetal or Weis/Robart.

Furnish and install the following restroom accessories:

                              o    Four (4) 18" x 24" mirrors in restrooms

                              o    Four (4) grab bar sets for the handicap
                                   toilet areas.

                              o    Eight (8) soap dispensers.

                              o    Eight (8) toilet paper dispensers.

                              o    Four (4) recessed combination paper
                                   towel/waste receptacles.

                              o    Two (2) sanitary napkin dispensers for ladies
                                   restroom.

                    All accessory items to be similar or equal to those
                    manufactured by Bobrick.

COMPUTER FLOOR      Provide approximately 945 square feet of raised computer
                    floor. Allowance: $16,500

DOCK LEVELERS:      Furnish and install one (1) 20,000 pound mechanically
                    operated dock levelers in truckwell as manufactured by Rite
                    Height or approved equal.

DOCK BUMPERS:       Furnish and install two (2) rubber dock bumpers in the
                    truckwell area.

DIVISION 12,13 AND 14 ARE OMITTED

   CONDITIONING:    The HVAC system will be designed in accordance with the
                    current recommended practices of the following codes.

                              BOCA
                              ASHRAE
                              SMACNA
                              Applicable Building Codes

ENGINEERING
   CRITERIA:        The following criteria were used to design the HVAC system.

Heating Design:     o    Indoor temperature: 75(degree)F
                    o    No humidification
                    o    Outdoor temperature: -10(degree)F

Cooling Design:     o    Indoor temperature: 75(degree)F: 50%RH

o Outdoor temperature: 91(degree)F DB, 73(degree)F WB

SCOPE OF WORK:

Office Area

o Provide a total of 55 tons of cooling via seven (7) constant volume rooftop units, (with a temperature control zone per unit), with full economizer cycle and gas heat as follows:

o Two (2) - 12.5 ton units

o Two (2) - 7.5 ton units

o Three (3) - 5 ton units

o Provide air distribution duct work including tenant finish distribution.

o Provide toilet exhaust system.

o Provide a 10 ton Liebert unit for the computer room.

SCOPE OF WORK CONT.

Shop Area

o Provide two (2) 900,000 BTU direct gas fired RTU's to heat shop area as manufactured by Cambridge Model C900 or approved equal.
o Toilet Room exhaust

General

o Automatic temperature controls
o Insulation as required
o Air balancing
o Hoisting
o Roof curbs
o Fire dampers
o Gas piping to RTU's

PLUMBING: Furnish and install a complete plumbing system including the following:

o Excavation and back fill

o Sanitary and storm to be PVC pipe

o Gas service to building by Consumers Power

o Water to begin five feet out and extend to all fixtures

o Plumbing fixtures to be Kohler as

                    follows:

                              -    Nine (9) flush valve floor mounted units

                              -    Eight (8) countertop lavatories

                              -    Two (2) EWC drinking fountains

                              -    Three (3) wall hung urinals

                              -    Two (2) 40 gallon electric water heaters

                              -    One (1) stainless steel, bar-type sink in
                                   lunchroom

FIRE PROTECTION:    A complete wet overhead automatic fire sprinkler protection
                    system will be provided and will consist of:

                              o    Sprinkler heads, distribution piping and
                                   single fire riser.

                              o    Interior and exterior electric water a flow
                                   alarm bells.

o All necessary check valves, Fire Department connections, flow switches, controls, etc.

The system will be hydraulically designed for the following densities:

o Office Area 0.1 per 3000

o Plant 0.3 per 40000

All pipe fittings, workmanship, and methods to be in accordance with N.F.P.A. No. 13 criteria.

Municipal water volume and pressure is assumed to be adequate for the above design.

Not Included: Allowance for fire extinguishers

DIVISION 16 - ELECTRICAL

ELECTRICAL: Scope of Work identifies those components required to provide an operable electrical power system. These include:

o Site Lighting and Power

o Incoming power and telephone conduits

o Panels, fixtures, receptacles, switches etc.

o Connection of all building HVAC equipment

Not Included: Connection of Tenants

Equipment

Service

Provide a 3-Phase 1000 amp 480 volt overhead service connecting to a Detroit Edison line. The service will include:

Electrical Panels & Transformers

o Three (3) 3-phase 480/208 volt, 200 amp power panels

o Two (2) 208 volt, 150 amp lighting panels

o Three (3) 75 KVA transformers o Four Hundred Fifty Feet (450) of 200 amp feeder

Site Lighting

o Six 400 watt High Pressure Sodium floodlights mounted on building wail.

o Time clock and relays for lighting controls.

ELECTRICAL - CONT.

Office Area

o Two Hundred Ninety Six (296) 2'x 4', 4-lamp fluorescent fixtures with prismatic lenses

o Ninety-seven (97) 110 volt duplex receptacles

o Two (2) dedicated 20 amp 120 volt circuits

o Fifteen (15) power pole circuits

o Thirty (30) circuits at columns

o Two (2) circuits for lunch room

o Wire lunch room Fan

o Provide 480 volt 150 amp power to computer room

o Thirty Five (35) single pole switches

o Eight (8) 3 pole switches

o Fifty-Four (54) telephone outlets

o Six (6) exit lights

o Five (5) emergency lights

o Ten (10) Night light circuits

Shop Area

o One Hundred Ten (110) 400 watt metal halide fixtures

o Four (4) exit lights

o Nine (9) emergency lights

9/12/94

ADDENDUM attached to and made a part of a Lease dated September 30, 1994, between FIRST INDUSTRIAL, L.P., as Landlord, and AMERICAN AXLE & MANUFACTURING, INC., a Delaware Corporation, as Tenant, for premises located at Technology Drive, City of Rochester Hills, County of Oakland, State of Michigan.

ADDITIONAL CONDITIONS:

SECTION 2

CONSTRUCTION OF IMPROVEMENTS

2.03 Modifications in the plans and specifications will be done through written change order approved by both parties. Landlord's Work shall be fully completed in a good and workmanlike manner in full compliance with all applicable building, health, environmental, safety and other ordinances, codes and regulations.

2.04 Landlord shall (a) pay before delinquency all costs and expenses of work done or caused to be done by Landlord to the Building; (b) keep the title to the Building and every part thereof free and clear of any lien or encumbrance in respect of such work; and (c) indemnify and hold harmless Tenant against any claim, loss, cost, demand (including reasonable legal fees), whether in respect of liens or otherwise, arising out of the supply of material, services or labor for such Landlord's work. Landlord shall immediately notify Tenant of any lien, claim of lien or other action of which Landlord has or reasonably should have knowledge and which affects the title to the Building or any part thereof, and shall cause the same to be removed within sixty (60) days after receipt of notice (or such additional time as Tenant may consent to in writing), either by paying and discharging such lien or by posting a bond or such other security as may be reasonably satisfactory to Tenant. If Landlord shall fail to remove same within said time period, Tenant may take such action as Tenant deems necessary to remove the same and the entire cost thereof shall be immediately due and payable by Landlord to Tenant.

2.05 Landlord shall warrant its work for a period of one (1) year after date of completion. In addition, unless the need for repairs or replacement is caused by an insurable loss or by Tenant, its agents, employees, invitees, licensees or contractors;

(a) Landlord, at its expense, shall be responsible for structural repairs and replacements due to patent or latent defects in the footings,

foundations (except those installed by tenant) and the four outer walls.

(b) In the event the roof has to be replaced during the initial Lease term, Landlord shall pay any cost not covered by the roof warranty. In the event the roof has to be replaced during any extended term, the parties shall share the cost based upon the expected life of the roof compared to the remaining term of the Lease.

(c) In the event that the parking lot or driveways on the Property

must be totally replaced during the Lease Term, Tenant shall share the cost bases upon the expected life of such payment compared to the remaining term of the Lease.

2.06 Tenant shall fill in any machinery or equipment pits prior to vacating the Premises.

2.07 Landlord shall cause weekly construction meetings to be held (so long a representative of Tenant attends at least every other meeting). Each party shall name a representative in writing which representative shall have authority to bind the party to construction items up to a cost or value of $50,000. After delivery of possession of the Premises the parties will conduct an inspection and create a punch list which Landlord will have the contractor correct in a timely manner.

SECTION 3

THE TERM

3.01 (a) Except as provided in Section 3.04 hereof, the Term will commence (the "Commencement Date") on the earlier of:

(i) The date Tenant takes possession of the entire Premises; or

(ii) The date Landlord delivers possession of the entire Premises to Tenant, ready for occupancy.

The term will be ten (10) years, from and after the Commencement Date. If the Commencement Date is other than the first day of a calendar month, the Term will be extended to terminate at the end of the calendar month in which it would otherwise terminate under the preceding sentence.

In the event Tenant takes possession of portions of the Premises other than for fixturing as provided in Section 3.04 hereof, such possession will be under all of the provisions of this Lease including, but not limited to, the base rental and

additional rental established hereunder which rental shall be prorated for the actual square footage occupied by Tenant as compared to the total square footage of the building.

3.01 (b) Possession of the Premises shall be deemed delivered to Tenant on the date when all of the following shall have occurred:

(1) Landlord's Work is substantially complete. "Substantially complete" as used in this Lease shall mean the delivery by the Landlord to Tenant of a certification by Landlord's architect that the architect has inspected the Work and that the Work has been substantially completed in accordance with the

appropriate plans and/or specifications and can be occupied for the use intended under this Lease. Work shall not be considered incomplete if only minor or insubstantial details of construction, decoration or mechanical adjustments remain to be done within the building, or if only landscaping, exterior trim or completion of the parking lot remains to be done outside the building or if the delay in the availability of the Premises for Tenant's occupation is caused in whole or in part by Tenant. However, the parking lot must be useable even if not hard surfaced;

(2) The Premises are free and clear from all tenancies, occupancies, claims or rights to possession of persons other than the rights of Landlord and Tenant under this lease, and free from all orders, notices, violations, and construction liens, and from complaints or reports of violations, noticed or existing in or filed with any federal, state, county or local authority; and

(3) Landlord has obtained a temporary certificate of occupancy (or equivalent form of governmental approval) from the appropriate municipality or governmental agency which will permit the Premises to be occupied for the use intended under this Lease. Landlord shall do such Work and provide such items (including bonds) as may be necessary to obtain a permanent certificate of occupancy as promptly as reasonably possible.

SECTION 6

TAXES, ASSESSMENTS AND UTILITIES

6.05 Right to Contest Taxes.

(a) Landlord shall promptly notify Tenant of any increase in assessed value of or increases in Taxes attributable to the Premises of which Landlord receives notice or otherwise becomes aware.

(b) If Taxes are not contested by Landlord, Tenant shall have the right to contest such Taxes, at Tenant's

sole cost and expense, by the appropriate proceedings diligently contested in good faith. Notwithstanding such proceedings, the contested Taxes shall be promptly paid and discharged, unless such proceedings (and where necessary the posting of an appropriate bond or other security) shall operate to prevent or stay the collection of the Taxes and secure any accruing penalties or interest and to cure Landlord's default in the payment of Taxes required under any mortgage upon the Premises. Landlord shall join Tenant in such proceedings, if necessary, provided that Tenant pays all costs and expenses incurred by Landlord.

6.06 Any special assessment that must be paid in a single lump sum shall be paid by Landlord. Tenant shall repay Landlord for its prorate share of such assessment based on the useful life of the improvement provided by such

assessment attributable to the remaining term of the Lease, as extended.

SECTION 9

DAMAGE BY FIRE OR OTHER CASUALTY

9.01 Repairs to Premises. In the event the Premises are damaged or destroyed in whole or in part by fire or other casualty during the Term of this Lease, then Tenant shall, after the adjustment of the insurance loss and the release of such proceeds to the Tenant, immediately commence and diligently pursue the restoration of the Premises to good and tenantable condition. Tenant shall restore the Premises to substantially the same condition as before the occurrence of such casualty.

If and to the extent covered by loss of rents insurance proceeds, the rent required under this Lease shall abate in proportion to the area of the Building which is untenantable, provided, however, that if Tenant uses any part of such untenantable portion for storage during the period of repair, Landlord may assess a reasonable charge therefor against Tenant.

If the insurance proceeds available for rebuilding are insufficient to cover the cost of repairs and restoration of the Premises as required hereunder, Tenant shall nevertheless complete such repairs and restoration and shall pay any and all amounts by which the cost to complete such work exceeds the available insurance proceeds.

If the available insurance proceeds exceed the cost of such repairs and restoration, the excess shall be the property of Tenant, and Landlord shall have no right or interest therein. The insurance proceeds will be held in an interest bearing account for the benefit of Tenant by Metropolitan Title Company (or other mutually agreeable title company) and disbursed in accordance with customary construction loan disbursement procedures.

9.02 Tenant has right to terminate the Lease in the event of fire or casualty if more than 50% of Building is destroyed as determined by the building inspector of the City of Rochester Hills (or in the alternative an architect acceptable to both parties) and all insurance proceeds are paid to Landlord and are sufficient to enable Landlord to rebuild the Building. Tenant will remit to Landlord any shortfall in insurance proceeds. Any excess in insurance proceeds shall be paid to the Tenant.

SECTION 22

22.02 Tenant's Right to Cure Landlord's Default. If Landlord defaults in the performance of any provision of this Lease, Tenant shall have the right (but not the obligation) in addition to any and all other rights and remedies available to Tenant at law or in equity, to cure such default on behalf of Landlord, upon ten (10) days' prior written notice to Landlord unless such cure

cannot be made within such period in which event Landlord shall have such additional time as may be required to complete such cure so long as Landlord commences and is diligently pursuing such cure, except that in an emergency, Tenant may cure such default without prior notice to Landlord. Upon receipt from Tenant of notice of such cure and demand for payment, Landlord shall repay any payment or expenditure made by Tenant, on or before the date the next monthly installments of rent is due.

Tenant's failure to exercise its right to cure such default(s) shall not be deemed a breach of this Lease nor a waiver or release of any of Landlord's obligations under this Lease.

SECTION 30

INDEMNIFICATION

30.02 As limited by Section 32 of the Lease, Landlord at its expense will defend, indemnify and save Tenant, its licensees, servants, agents, employees and contractors, harmless form any loss, damage, claim of damage, liability or expense to or for any person or property, whether based on contract, tort negligence or otherwise, arising directly or indirectly out of or in connection with the acts or omissions of Landlord, its licensees, servants, agents, employees or contractors, the failure of Landlord to comply with any provision of this Lease; provided, however, that nothing herein shall be construed to require Landlord to indemnify Tenant against Tenant's own acts, omission or neglect.

SECTION 35

ADDENDUM TO GOVERN

35.01 The terms and provisions of this Addendum shall govern and control the terms and provisions of the preprinted lease form to which this Addendum is attached if or whenever any term or provision of the preprinted lease form is inconsistent or in conflict with the terms and provisions of this Addendum.

SECTION 36

OPTION TO RENEW

36.01 Grant of Option. Tenant shall have the right and option to extend the Term of this Lease for five (5) additional periods of two (2) years each in duration, (hereinafter called the extension periods), such extension periods to commence upon the expiration of the original Term of this Lease, or the extension period, as the case may be, provided, that Tenant is not then in default under any of the terms, covenants and conditions of this Lease, and/or if during the year immediately preceding the date for exercise of the option in question Tenant has not been in default under the Lease for any consecutive

period of three (3) months, or any nonconsecutive period totalling six (6) months. Each said extension period shall be on like terms and conditions as set forth in the Lease attached hereto, except that the minimum net rental for each extension period shall be established as set forth below:

First two (2) year Renewal Period: Thirty-Eight Thousand Seven Hundred Thirty and 42/100 ($38,730.42) Dollars per month or Seven and 00/100 ($7.00) Dollars per square foot per year.

Second two (2) year Renewal Period: Thirty-Nine Thousand Eight Hundred Ninety-Two and 33/100 ($39,892.33) Dollars per month or Seven and 21/100 ($7.21) Dollars per square foot per year.

Third through fifth two (2) year Renewal Periods: Rental rate will be the greater of Fair Market Value or the rental rate for the previous Renewal Period.

Adjusted Minimum Net Rental for Option Periods three (3) through five
(5). Tenant's possession of the Premises during each of the extension periods, if any, shall be under and subject to all the terms, covenants and conditions set forth in this Lease, with the exception that the minimum net rental under Section 4 for the extension period shall be adjusted to the fair market rental value of the Premises at the time of

commencement of the extension period in question. Within thirty (30) days following Tenant's notice to Landlord of exercise of its option to extend the Term for the extension period in question, Landlord shall notify Tenant of Landlord's determination of the fair market rental value for such extension period. Tenant shall have fifteen (15) days following receipt of Landlord's determination in which to accept or reject such determination. If Tenant does not notify Landlord of its rejection of the determination within said fifteen (15) day period, Tenant shall be deemed conclusively to have accepted the rental set forth therein. If Tenant rejects Landlord's determination and if Landlord and Tenant in good faith cannot agree upon the fair market rental value within fifteen (15) days following Tenant's rejection of Landlord's determination, Tenant may by notice to Landlord within ten (10) days after expiration of the immediately preceding fifteen (15) day period, elect by written notice to Landlord, to withdraw its exercise of this option, in which event Tenant shall have no further obligation or liability hereunder, or proceed as hereinafter provided. In the event Tenant does not so notify Landlord within such ten (10) day period of Tenant's election, Tenant shall conclusively be deemed to have exercised this option in which event the Landlord and Tenant shall each select, at its own expense, an MAI appraiser specializing in the appraisal of industrial properties within ten (10) days after Tenant's notice of its election

to proceed or the expiration of the ten (10) day notice period, whichever occurs first. The two appraisers so selected shall have thirty (30) days in which to determine the fair market rental value of the Premises. If they cannot agree upon the fair market rental value within said thirty (30) day period, the two appraisers promptly shall jointly select a third MAI appraiser specializing in the appraisal of industrial properties, whose determination shall be made within thirty
(30) days. The average of fair market rental value of the two closest appraisals shall be determined as the fair market rental value of the Premises and shall be binding on the Landlord and the Tenant. The cost of the third appraiser shall be borne equally by Landlord and Tenant. In the event there shall be any delay in the determination of the rent for either extension period, the rent payable during the original Term of the Lease, or the extension period, as the case may be, shall continue until such determination, at which time any deficiency shall be paid promptly to the Landlord.

36.02 Exercise of Option. Tenant shall give to Landlord written notice of its intention to extend the original Term of this Lease and any subsequent extension not less than six

(6) months, prior to the expiration of the original term or any subsequent extension of this lease.

36.03 Option Personal to Tenant. The option to extend the Term of this Lease set forth herein is personal to Tenant and shall not be assigned or transferred to any other party in any manner whatsoever (except to a party described in the fourth sentence of Section 15.01 hereof).

SECTION 38

TOXIC WASTE PROVISION

38.01 Tenant shall be fully responsible, at its own expense, for the control and appropriate handling of any toxic chemicals or other substances used or stored on the Premises in connection with Tenant's business conducted therein. Tenant shall not spill, introduce, discharge or bury any toxic chemical, substance or contaminant of any kind in, on, or under the Premises or any portion thereof, or permit the discharge thereof into the sanitary or storm sewer or water system serving the Premises and/or the industrial park in which the Premises are located, or into any municipal or other governmental water system or storm and/or sanitary sewer system, without first obtaining the written license, permit or other approval of all governmental agencies having jurisdiction thereover, and in any event Tenant shall employ all appropriate safeguards and procedures necessary or appropriate to protect such systems from contamination. Tenant shall undertake, at its expense, any necessary and/or appropriate cleanup process in connection with any breach of the foregoing covenant, and without limiting Tenant's other indemnity or insurance obligations

under this Lease, Tenant shall indemnify and hold harmless Landlord from and against all liability, whether direct or indirect, arising from any incident or occurrence on or about the Premises or the industrial park in which the Premises are located pertaining to toxics caused by tenant, its agents, employees, invitees and contractors.

38.02 Exhibit "D" attached to and made a part of this Lease has been completed by Tenant.

38.03 Landlord, at its sole cost and expense, shall deliver to the Tenant a written environmental Phase I assessment of the Premises within 30 days of the execution of this Lease by the Landlord and Tenant. Such report shall be prepared by Quantum Environmental, Inc., of Ann Arbor, Michigan, a company qualified to identify the presence of hazardous or toxic materials or waster and to assess the environmental condition of sites. If the Phase I Assessment reveals the existence of hazardous or toxic materials or waste, the Landlord may, at its sole cost and expense, promptly remediate the same or either party may elect to terminate this Lease by giving written notice to the other in which event any monies paid by Tenant to Landlord

in advance shall be refunded to tenant and neither party shall have any further liability to the other hereunder unless Tenant promptly elects to proceed with the Lease, in which event Landlord shall have no obligation hereunder with regard to such hazardous or toxic materials or waste and Tenant shall indemnify and hold Landlord harmless as provided in Section 39.01 as if such materials or waste had been caused solely by Tenant. The Tenant shall conduct an environmental Phase I audit by a company acceptable to Landlord, at its sole cost and expense, and furnish a written report to the Landlord ten (10) days prior to the Lease termination date. In the event such report of Tenant shows the presence of hazardous or toxic materials or waste, unless Tenant can establish that such hazardous or toxic materials or waste were not caused by Tenant's use of the Premises, Tenant shall undertake, at its sole cost and expense, any necessary and/or appropriate cleanup process.

SECTION 39

PURCHASE PROVISION

39.01 In the event Landlord decides to sell the Property as a single property to third parties, it will first offer the Property to Tenant. Tenant shall have fifteen (15) days following receipt of Landlord's notice in which to advise Landlord of its desire to purchase the Property. If Tenant does not notify Landlord of its election within said fifteen (15) day period, Tenant shall be deemed conclusively to have waived any right to purchase the Property. If Tenant elects to purchase the Property within such 15 day period the parties shall attempt to reach agreement on the fair market value within fifteen (15) days following Tenant's notice to Landlord. In the event the parties can not agree on the fair market value the Landlord and Tenant shall each select, at its

own expense, an MAI appraiser specializing in the appraisal of industrial properties within ten (10) days thereafter. The two appraisers so selected shall have thirty (30) days in which to determine the fair market rental value of the Premises. If they cannot agree upon the fair market rental value within said thirty (30) day period, the two appraisers promptly shall jointly select a third MAI appraiser specializing in the appraisal of industrial properties, whose determination shall be made within thirty (30) days. The average of fair market value of the two closest appraisals shall be determined as the fair market value of the Premises and shall be binding on the Landlord and the Tenant. The cost of the third appraiser shall be borne equally by Landlord and Tenant.

39.02 The option to purchase is personal to Tenant and shall not be assigned or transferred to any other party in any manner whatsoever (except to a party described in the fourth sentence of Section 15.01 hereof).

SECTION 40

LANDLORD REPRESENTATIONS

40.01 Landlord represents and warrants that:

(a) It owns the land in fee simple, subject only to items 7 through 13 inclusive of First American Title Insurance Company commitment for title insurance No. O-166763 dated August 18, 1994;

(b) It has adequate financial ability to construct the building and improvements described on Exhibit B hereto; and

(c) As to the Property and the Improvements constructed by Landlord thereon, there will be no violation of the Declaration of Covenants and Restrictions.

40.02 Landlord shall not convey, transfer or assign its interest in the Property or in this Lease prior to the Commencement Date.

SECTION 41

OWNER'S ASSOCIATION

41.01 Landlord shall use its best efforts to send Tenant copies of all information that it receives in writing as a property owner member of the Rochester Hills Executive Park Property Owners Association (the "Owner's Association"). To the extent relevant to Tenant's tenancy or obligations under the Lease with regard to the Owner's Association, Landlord will allow Tenant to participate in the activities of the Owner's Association as if it were the owner of the Premises.

41.02 To the extent permitted under the Owner's Association liability

insurance policy, Landlord shall use its best efforts (so long as there is no increase in premium, or if there is Tenant remits it in advance) to have Tenant included as a named insured.

Witnesses                                        Landlord:  FIRST INDUSTRIAL,
                                                 L.P., a Delaware limited
-----------------------                          partnership

                                                 By:  First Industrial Realty
-----------------------                          Trust, Inc.,
                                                      its general partner

                                                 By:/s/ Michael G. Damone

                                                 Its: Senior Regional Director

                                                 Tenant:  AMERICAN AXLE &
                                                 MANUFACTURING, INC., a
                                                 Delaware Corporation

-----------------------                          By:/s/ Richard E. Dauch

-----------------------                          Its: President and CEO

EXHIBIT "A"

Legal Description:

Land in the City of Rochester Hills, County of Oakland, State of Michigan more particularly described as follow:

Lot 36 and the South 27.00 feet of Lot 35, "Rochester Hills Executive Park", a part of the S.W. 1/4 of Section 29 and a part of the S.E. 1/4 of Section 30, T.3N., R.11E., City of Rochester Hills, Oakland County, Michigan according to the plat thereof as recorded in Liber 199, Pages 26-30, Oakland County Records.

MAP

EXHIBIT "B"

o Site Plan and related drawings prepared by Nowak & Fraus, Job Number 9081, Sheets 1 through 9, dated 9/19/94.

o Landscape Site Plan prepared by James C. Scott and Associates, Inc., Sheet S-401, dated 9/8/94.

o Architectural Drawings prepared by Smith/Schurman Associates, Inc., Job #945642, dated 9/19/94, Sheets A201, A202, A301, A302, A401, A402, A501, A601, A602, M401, M402, S1 through S4.

The foregoing are collectively referred to as the "Plans and Specifications".

9/20/94

ADDENDUM attached to and made a part of a Lease dated September 30, 1994, between FIRST INDUSTRIAL, L.P., as Landlord, and AMERICAN AXLE & MANUFACTURING, INC., a Delaware Corporation, as Tenant, for premises located at Technology Drive, City of Rochester Hills, County of Oakland, State of Michigan.

ADDITIONAL CONDITIONS:

SECTION 6

TAXES, ASSESSMENTS AND UTILITIES

6.05 Right to Contest Taxes

(a) Landlord shall promptly notify Tenant of any increase in assessed value of or increases in Taxes attributable to the Premises of which Landlord receives notice or otherwise becomes aware.

(b) If Taxes are not contested by Landlord, Tenant shall have the right to contest such Taxes, at Tenant's sole cost and expense, by the appropriate proceedings diligently contested in good faith. Notwithstanding such proceedings, the contested Taxes shall be promptly paid and discharged, unless such proceedings (and where necessary the posting of an appropriate bond or other security) shall operate to prevent or stay the collection of the Taxes and secure any accruing penalties or interest and to cure Landlord's default in the payment of Taxes required under any mortgage upon the Premises. Landlord shall

join Tenant in such proceedings, if necessary, provided that Tenant pays all costs and expenses incurred by Landlord.

6.06 Any special assessment that must be paid in a single lump sum shall be paid by Landlord. Tenant shall repay Landlord for its pro rata share of such assessment based on the useful life of the improvement provided by such assessment attributable to the remaining term of the Lease, as extended.

SECTION 22

22.02 Tenant's Right to Cure Landlord's Default. If Landlord defaults in the performance of any provision of this Lease, Tenant shall have the right (but not the obligation) in addition to any and all others rights and remedies available to Tenant at law or in equity, to cure such default on behalf of Landlord, upon ten (10) days' prior written notice to Landlord unless such cure cannot be made within such period in which event Landlord shall have such additional time as may be required to complete such cure so long as Landlord commences and is diligently pursuing such cure, except that in an emergency, Tenant may cure such default without prior notice to Landlord. Upon receipt from Tenant of notice of

such cure and demand for payment, Landlord shall repay any payment or expenditure made by Tenant, on or before the date the next monthly installments of rent is due.

Tenant's failure to exercise its right to cure such default(s) shall not be deemed a breach of this Lease nor a waiver or release of any of Landlord's obligations under this Lease.

SECTION 30

INDEMNIFICATION

30.02 As limited by Section 32 of the Lease, Landlord at its expense will defend, indemnify and save Tenant, its licensees, servants, agents, employees and contractors, harmless from any loss, damage, claim of damage, liability or expense to or for any person or property, whether based on contract, tort negligence or otherwise, arising directly or indirectly out of or in connection with the acts or omissions of Landlord, its licensees, servants, agents, employees or contractors, the failure of Landlord to comply with any provision of this Lease; provided, however, that nothing herein shall be construed to require Landlord to indemnify Tenant against Tenant's own acts, omission or neglect.

SECTION 35

ADDENDUM TO GOVERN

35.01 The terms and provisions of this Addendum shall govern and control the terms and provisions of the preprinted lease form to which this Addendum is attached if or whenever any term or provision of the pre-printed lease form is inconsistent or in conflict with the terms and provisions of this Addendum.

SECTION 36

OPTION TO RENEW

36.01 Grant of Option. Only in the event Tenant exercises its option to renew its Lease of the adjacent property, Tenant shall have the right and option to extend the Term of this Lease for five (5) additional periods of two (2) years each in duration, (hereinafter called the extension periods), such extension periods to commence upon the expiration of the original Term of this Lease, or the extension period, as the case may be, provided, that Tenant is not then in default under any of the terms, covenants and conditions of this Lease, and/or if during the year immediately preceding the date for exercise of the option in question Tenant has not been in default under the Lease for any consecutive period of three (3) months, or any nonconsecutive period totalling six (6) months. Each said extension period shall be on like terms and conditions as set forth in the Lease attached hereto, except that the minimum net rental for each extension period shall be established as set forth below:

First two (2) year Renewal Period: Three Thousand Four Hundred Forty Three and 58/100 (%3,443.58) Dollars per month.

Second two (2) year Renewal Period: Three Thousand Five Hundred Forty Six and 89/100 ($3,546.89) Dollars per month.

Third through fifth two (2) year Renewal Periods: Rental rate will be the greater of Fair Market Value or the rental rate for the previous Renewal Period.

Adjusted Minimum Net Rental for Option Periods three (3) through five (5). Tenant's possession of the Premises during each of the extension periods, if any, shall be under and subject to all the terms, covenants, and conditions set forth in this Lease, with the exception that the minimum net rental under Section 4 for the extension period shall be adjusted to the fair market rental value of the Premises at the time of commencement of the extension period in question. Within thirty (30) days following Tenant's notice to Landlord of exercise of its option to extend the Term for the extension period in question, Landlord shall notify Tenant of Landlord's determination of the fair market rental value for such extension period. Tenant shall have fifteen (15) days following receipt of Landlord's determination in which to accept or reject such determination. If Tenant does not notify Landlord of its rejection of the determination within said fifteen (15) day period, Tenant shall be deemed conclusively to have accepted the rental set forth therein. If Tenant rejects Landlord's determination and if Landlord and Tenant in good faith cannot agree upon

the fair market rental value within fifteen (15) days following Tenant's rejection of Landlord's determination, Tenant may by notice to Landlord within ten (10) days after expiration of the immediately preceding fifteen
(15) day period, elect by written notice to Landlord, to withdraw its exercise of this option, in which event Tenant shall have no further obligation or liability hereunder, or proceed as hereinafter provided. In the event Tenant does not so notify Landlord within such ten (10) day period of Tenant's election, Tenant shall conclusively be deemed to have exercised this option in which event the Landlord and Tenant shall each select, at its own expense, an MAI appraiser specializing in the appraisal of industrial properties within ten (10) days after Tenant's notice of its election to proceed or the expiration of the ten (10) day notice period, whichever occurs first. The two appraisers so selected shall have thirty
(30) days in which to determine the fair market rental value of the Premises. If they cannot agree upon the fair market rental value within said thirty (30) day period, the two appraisers promptly shall jointly select a third MAI appraiser specializing in the appraisal of industrial properties, whose determination shall be made within thirty (30) days. The average of fair market rental value of the two closest appraisals shall be determined as the fair market rental value of the Premises and shall e binding on the Landlord and the Tenant. The cost of the third appraiser shall be borne equally by Landlord and Tenant. In the event there shall be any delay in the determination of he rent for either extension period, the rent payable during the

original Term of the Lease, or the extension period, as the case may be, shall continue until such determination, at which time any deficiency shall be paid promptly to the Landlord.

36.02 Exercise of Option. Tenant shall give to Landlord written notice of its intention to extend the original Term of this Lease and any subsequent extension not less than six (6) months, prior to the expiration of the original term or any subsequent extension of this lease.

36.03 Option Personal to Tenant. The option to extend the Term of this Lease set forth herein is personal to Tenant and shall not be assigned or transferred to any other party in any manner whatsoever (except to a party described in the fourth sentence of Section 15.01 hereof), and may only be exercised if Tenant exercises its option to extend contained in the Lease of the adjacent property and not otherwise.

SECTION 38

TOXIC WASTE PROVISION

38.01 Tenant shall be fully responsible, at its own expense, for the control and appropriate handling of any toxic chemicals or other substances used or stored on the Premises in connection with Tenant's business conducted

therein. Tenant shall not spill, introduce, discharge or bury any toxic chemical, substance or contaminant of any kind in, on, or under the Premises or any portion thereof, or permit the discharge thereof into the sanitary or storm sewer or water system serving the Premises and/or the industrial park in which the Premises are located, or into any municipal or other governmental water system or storm and/or sanitary sewer system, without first obtaining the written license, permit or other approval of all governmental agencies having jurisdiction thereover, and in any event Tenant shall employ all appropriate safeguards and procedures necessary or appropriate to protect such systems from contamination. Tenant shall undertake, at its expense, any necessary and/or appropriate cleanup process in connection with any breach of the foregoing covenant, and without limiting Tenant's other indemnity or insurance obligations under this Lease, tenant shall indemnify and hold harmless Landlord from and against all liability, whether direct or indirect, arising from any incident or occurrence on or about the Premises or the industrial park in which the Premises are located pertaining to toxics caused by tenant, its agents, employees, invitees and contractors.

38.02 Exhibit "D" attached to and made a part of this Lease has been completed by Tenant.

38.03 Landlord, at its sole cost and expense, shall deliver to the Tenant a written environmental Phase I assessment of the Premises within 30 days of the execution of this Lease by the Landlord and Tenant. Such report shall be prepared by Quantum Environmental, Inc., of Ann Arbor, Michigan, a company qualified to identify the presence of hazardous or toxic materials or waster and to assess the environmental condition of sites. If the Phase I Assessment reveals the existence of hazardous or toxic materials or waste, the

Landlord may, at its sole cost and expense, promptly remediate the same or either party may elect to terminate this Lease by giving written notice to the other in which event any monies paid by Tenant to Landlord in advance shall be refunded to tenant and neither party shall have any further liability to the other hereunder unless Tenant promptly elects to proceed with the Lease, in which event Landlord shall have no obligation hereunder with regard to such hazardous or toxic materials or waste and Tenant shall indemnify and hold Landlord harmless as provided in Section 39.01 as if such materials or waste had been caused solely by Tenant. The Tenant shall conduct an environmental Phase I audit by a company acceptable to landlord, at its sole cost and expense, and furnish a written report to the Landlord ten (10) days prior to the Lease termination date. In the event such report of Tenant shows the presence of hazardous or toxic materials or waste were not caused by Tenant's use of the Premises, Tenant shall undertake, at its sole cost and expense, any necessary and/or appropriate cleanup process,.

SECTION 39

PURCHASE PROVISION

39.01 Only in the event Tenant has and exercises its right to purchase the adjacent property it may purchase the Land on the same terms and conditions as contained in the Lease of the adjacent property.

39.02 The option to purchase is person to Tenant and shall not be assigned or transferred to any other party in any manner whatsoever (except to a party described in the fourth sentence of Section 15.01 hereof).

SECTION 40

LANDLORD REPRESENTATIONS

40.01 Landlord represents and warrants that it owns the land in fee simple, subject only to items 7 through 13 inclusive of First American Title Insurance Company commitment for title insurance No. 0-1667663 dated August 18, 1994.

40.02 Landlord shall not convey, transfer or assign its interest in the Property or in this Lease prior to the Commencement Date.

SECTION 41

CONSTRUCTION

41.01 In the event Tenant elects to expand the building on the adjacent parcel, either (i) Landlord shall construct such addition and the rent hereunder shall be agreed to by the parties prior to commencement of the work, or (ii) Tenant may construct such addition at its sole cost and expense pursuant to plans and specifications that are subject to the prior approval of Landlord and which addition shall become he property of the Landlord

at the end of the Lease Term. The construction by tenant shall be generally consistent with design and quality of the original construction.

SECTION 42

RIGHT OF TERMINATION

42.01 At any time during the initial ten (10) year term of this Lease, so long as Tenant is not in default hereunder and no addition or other structure has been constructed on the Premises, Tenant may terminate this Lease and all of its obligations hereunder following one years prior written notice to Landlord.

Witnesses                                     Landlord:  FIRST INDUSTRIAL, L.P.,
                                              a Delaware limited partnership

                                              By:  First Industrial Realty
                                              Trust, Inc.
                                                  its general partner

                                              By: /s/ Michael G. Damone
------------------------                          ------------------------------

                                              Its: Senior Regional Director
------------------------
                                              Tenant:  AMERICAN AXLE &
                                              MANUFACTURING, INC., a Delaware
                                              Corporation

                                              By: /s/ Richard E. Dauch
------------------------                          ------------------------------

                                              Its: /s/ President & CEO
------------------------                          ------------------------------

EXHIBIT "A"

Legal Description

Land in the City of Rochester Hills, County of Oakland, State of Michigan more particularly described as follow:

The southerly 207 feet of Lot 35 except the southerly 27 feet thereof, "Rochester Hills Executive Park" according to the plat thereof recorded in Liber 199 of Plats, pages 26, 27, 28, 29 and 30, Oakland County Records.

EXHIBIT "A"

MAP

EXHIBIT "C"

ROCHESTER HILLS EXECUTIVE PARK
DECLARATION OF COVENANTS AND RESTRICTIONS

This Declaration of Covenants and Restrictions is made this 22nd day of December, 1992 by Rochester Hills Executive Park, a Michigan joint venture having an office at 850 Stephenson Highway, Suite 600, Troy, Michigan 48083.

WHEREAS, Rochester Hills Executive Park, a Michigan joint venture, is the owner of the real property described in attached Exhibit A (the "Land") and,

WHEREAS, it is the intention of Rochester Hills Executive Park to develop the Land as an industrial park known as Rochester Hills Executive Park (the "Park"), containing industrial facilities of harmonious structural and architectural design and suitable landscaping, and to adopt a general plan of improvement for the benefit of all of the Land and the future owners thereof as hereinafter set forth.

NOW, THEREFORE, it is hereby declared (subject to the provisions of Section F below) that the Land is held and shall be held, conveyed, encumbered, leased, rented, used, occupied and improved subject to the following conditions, restrictions and covenants in furtherance of a plan for the division, improvement and sale of the Land, which are established for the purpose of enhancing the value, desirability and attractiveness of the Land. The conditions, restrictions and covenants herein contained are hereby expressly made an essential part of this instrument and shall be and remain in full force and effect in respect to the said premises and the parties herein designated, their and each of their successors, heirs and assigns until the expiration thereof as hereinafter stated.

All of the conditions, covenants and restrictions shall run with the Land and shall be binding on all parties having or acquiring any right, title or interest in the Land, or any party hereof. They shall be for the benefit of each owner of any portion of the Land or any interest therein and shall inure to the benefit of and be binding upon each successor in interest of the owners thereof.

A. Definitions

1. The "Developer" shall mean:

(a) Rochester Hills Executive Park, a Michigan joint venture, its successors and assigns;

(b) any partnership, joint venture, corporation, association or trust controlled by Rochester Hills Executive Park, a Michigan joint venture, or by which Rochester Hills Executive Park has been acquired, provided it has been granted

EXHIBIT "C"

of record by Rochester Hills Executive Park the exclusive right to act hereunder;

(c) Any association, organized by a majority of owners of record of the and for the purpose of maintaining and enforcing the restrictions as set forth in Section B herein and provided Rochester Hills Executive Park or its successor has granted to said association the exclusive right to act hereunder;

2. "Site" means an area of the Land in the same ownership or subject to the same leasehold interest;

3. "Site Area" shall be the square footage of the Land in the same ownership which shall include easements, rights of way and property thereafter taken for streets or railroads whether by condemnation or dedication.

B. Restrictions.

1. All structures and improvements constructed or erected on a Site shall comply with applicable ordinances, rules, regulations and codes. Moreover, no structure or any portion thereof shall be constructed on any Site within fifth (50) feet of any street in existence at the time of construction, or within fifteen (15) feet of its side lot lines and twenty (20) feet of its rear lot lines, nor shall more than fifth (50%) of any Site be covered by structures. No parking surfaces shall be constructed within the front set back area.

2. Exterior walls of buildings shall be constructed of durable permanent materials, tastefully handled (face brick, treated concrete or other architectural exterior surfaces or approved equal material). All exposed masonry surfaces except brick and stone must be painted.

3. No building having barrel-type or arch-type roof construction shall be built on any Site.

4. All set back areas from streets other than paved driveways and paved walks, must be in lawns and landscaping and be irrigated via underground sprinkler systems. All landscaped areas must be maintained in a park-like manner. All landscaping and irrigation plans must be approved by the Developer and implemented within one (1) year after approval.

5. Overhead electric power lines are located on rear property lines. Overhead electric service entrances shall be located at the rear of the structure. If electric service entrances are forward of the rear building wall, electric service entrances shall be underground. All

other overhead utility services shall comply with the electric service entrance standards.

EXHIBIT "C"

6. All vertical roof projections over eighteen (18) inches in height must be set back a minimum of twenty (20) feet from the face of the exterior walls; in no event may such projections, for equipment or otherwise, exceed five (5) feet in height on any office roof.

7. All parking and truck maneuvering areas shall be surfaced with bituminous concrete, asphalt or approved comparable all-weather dustless material.

8. Outside storage shall comply with applicable ordinances, rules, regulations and codes and, in any event, shall be permitted on the rear lot areas only, and all such storage shall be properly fenced and screened with approved material to a minimum height of six (6) feet and a maximum height of ten (10) feet. Under no circumstances may material or equipment in excess of ten (10) feet in height be stored outdoors.

9. Signs must be for identification only, must be located on the exterior building walls and cannot project above the roofline. They may not exceed a height of four (4) feet and a total area of forty (40) square feet. All lettering is to be open and of metallic material. Only individual (i.e., unconnected) letters may be used on signs. Flashing signs and ground signs are not permitted. All exterior signs must be approved by the Developer.

10. The exterior of all structures and all walks, driveways, lawns and landscaping on each Site shall be maintained in good order, repair and condition and all exterior painted surfaces shall be maintained in first-class condition and shall be repainted at least once in every four (4) years.

11. All provisions of the zoning codes and ordinances in effect at the time of conveyance shall be maintained and owners of Sites shall not petition for variation or other relief with respect to such zoning codes and ordinances without prior written approval of the Developer.

12. No open loading dock or truck loading doors shall be erected on the sides of buildings fronting on any street.

13. Used for Sites shall be restricted to manufacturing, assembly, processing, storage, wholesale, office, laboratory, professional research and development activities; there shall be no junk or salvage yard or rendering plant, or such other use which will be offensive to the neighborhood by reason of odor, fumes, dust, smoke, noise, or

pollution, or such use as would be hazardous by reason of danger of fire, explosion or contamination. Uses for retail purposes shall be limited to sales of goods and services reasonably required for the convenience of occupants of the Land, such as restaurants, drug stores, barber and beauty shops, shoe repair shops, cleaners, post offices, banks, department and hardware stores; no retail or wholesale use shall be undertaken unless and until same shall have been approved in the manner hereinafter provided (See Section C below).

EXHIBIT "C"

14. No buildings, structures or exterior signs shall be erected, altered, or added to or improved in any fashion on any Site on the Land until the building plans and specifications, landscaping plan, and site plan showing the location of such building or addition or improvement or alteration have been approved by the Developer in writing as to architectural design and to conformity and harmony of external design to existing structures, and as to location of the building with respect to topography and finished ground elevation, and in conformance with all other restrictions of record, as aforesaid. All blueprints, specifications, and plans submitted under this provision shall be retained by the Developer.

15. There exists within the Land a certain storm drainage retention basis (the "Basin"), which Basin is more particularly described in attached Exhibit B. The Basin shall be used for the sole purpose of the retention of surface water until such time as the City of Rochester Hills (the "City") may determine and signify by written notice to the Developer and its successors and assigns, if any, that it is no longer necessary to utilize the Basin for the retention of surface water. In no event shall the Basin be utilized for any purpose other than the retention of surface water without the prior written agreement of the Developer and the City. Notwithstanding the foregoing, the Developer may use water from the Basin for purposes of irrigation. The discharge of sewage or industrial waste of any kind into the Basin is prohibited.

16. Accumulated of snow and ice on parking lots and drives must be removed by shovel, plow or alt. Only the minimum amount of salt necessary for the removal of snow and ice may be used.

17. Trees bordering the Basin shall not be removed so long as such trees do not materially interfere with the intended use of a Site.

18. No owner(s) of a Site shall spill, leak, introduce, discharge or release any hazardous substance as defined int he Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. 9601 et seq. ("CERCLA"), or any pollutant or contaminant of any kind in, on or under the Land or any portion thereof, or to the air or

permit the discharge thereof into the sanitary or storm sewer or water systems serving the Land and/or a Site or into any municipal or other governmental water system or storm and/or sanitary sewer system without complying with all applicable federal, state and locals laws and regulations, and without first obtaining any necessary license, permit or other approval of all governmental agencies having jurisdiction thereover. No owner(s) of a Site shall store or treat any hazardous waste, oil or polluting materials on or under the Land or a Wit without complying with all federal, state and local laws and ordinances, and without first obtaining all necessary licenses and permits.

All safeguards and procedures necessary or appropriate to protect such systems from contamination shall be employed by the owner()s) of each Site A copy of any violation, permit, approval or license issued by any federal, state or local government pursuant to any storage, discharge or treatment of any such pollutant or contaminant or

EXHIBIT "C"

violation of any such law or regulation shall be provided by the owner(s) of each Site to the Developer promptly upon receipt thereof. Notwithstanding anything contained herein to the contrary, it shall be the sole responsibility of the owner(s) of any particular Site to obtain (and thereafter achieve and maintain compliance therewith) all necessary permits, licenses and authorizations as may be required by applicable laws, regulations, rules and ordinances; nothing contained herein shall be deemed to impose such obligations upon the Developer. The owner(s) of any particular Site shall be solely responsible, at its/their cost and expense, for the control and proper handling of any toxic chemicals or other substances used or stored on such Site and each such owner shall undertake, at its sole cost and expense, any necessary and/or appropriate clean-up process in connection with the foregoing covenant, and shall indemnify and hold the Developer harmless from and against all liability, whether direct, indirect, consequential or other wise, arising from any incident or occurrence on or about the Site or the Land, attributable in whole or in part to such owner, whether such owner has obtained any approval, license or permit issued by any governmental authority having jurisdiction thereof and pertaining to any hazardous substance as defined in CERCLA or any relevant state or local rule, regulation or ordinance. The obligation of a Site owner under the Paragraph 18, including without limitation the foregoing indemnity, shall survive the expiration or earlier termination of this Declaration of Covenants and Restrictions, anything to the contrary contained herein notwithstanding.

C. Approvals, Variances and Waivers.

1. The Developer shall have the exclusive right to grant approvals

required by these restrictions and to waive or vary restrictions in particular respects whenever in its opinion and sole discretion such waiver or variance will not be detrimental to the Land.

2. All persons having an interest in any Site may rely upon the approval signed by the Developer purporting to grant any approval or to waive or vary restrictions in particular respects.

3. If building plans, specifications and plot plan have been submitted to the Developer for approval, and written notice of disapproval has been given by the Developer within sixty (60) days thereafter, all construction other than exterior signs, driveways, parking areas, grading, landscaping, fences and screens completed for more than three
(3) months shall be deemed approval unless prior to the expiration of such period a suit for enforcement of the restrictions contained herein has been commenced and notice thereof duly recorded.

D. Owner's Association.

1. In accordance with the terms of a certain Agreement for Maintenance of Retention Basin dated August 10, 1984 and recorded in Liber 8845, Page 460 in the Office of the Oakland County Register of Deeds, the Developer intends (and hereby reserves the right) to (i) establish a Drainage District which shall utilize the Basin (the size and

EXHIBIT "C"

location of such Drainage District being subject to the approval of the City) and (ii) incorporate a Michigan nonprofit membership corporation to serve as the Owner's Association (the "Association") for the purpose of (i) maintaining the Basin in accordance with the terms of the Agreement and this Declaration of Covenants and Restrictions and (ii) maintaining, repairing and replacing the landscaping within the Park (the "Landscaping") and the entranceways to the Park (the "Entranceways").

2. The members of the Association shall consist of the owners of Sites within the Park. The Association shall be subject to such provisions as may be established by the Bylaws or Articles of Incorporation of the Association, which the Developer reserves the right to prepare and to amend or modify.

3. The Association shall have the right to make reasonable rules and regulations relating to the maintenance of the Basin and the maintenance, repair and replacement of the Landscaping and the Entranceways. All persons and/or entities having an ownership or leasehold interest in a Site shall abide by and observe such rules and regulations.

E. Enforcement.

1. All of the provisions herein contained shall run with the Land and shall be specifically enforceable.

2. So long as there is a Developer, as defined above, it shall have the exclusive right to enforce the provisions hereof without liability for failure to do so, except that each owner of record of any portion of the Land shall have the right to enforce the provisions hereof then applicable to any Site if the Developer shall fail to do so within thirty (30) days after written request from any such owner and providing said the Developer has not waived such provisions complained of prior thereto.

3. If there ceases to be a Developer, or if there is for any reason no "Developer" as defined herein, each owner of record of any portion of the Land shall have the right to enforce the restrictions then applicable to any site without liability providing said restrictions have not been waived prior thereto.

4. A person having an interest in any Site who violates the restrictions set forth in Section B above shall indemnify and hold harmless the Developer, of the persons having an interest in a Site and their respective successors and assigns from any claims, costs, causes of action, damages, judgments, obligations or expenses, including reasonable property or harm to any person incurred in connection with or as a result of such person's negligence or any act or omission arising from the exercise of the restrictions set forth above. The terms and provisions of this paragraph shall survive the termination of this Declaration of Covenants and Restrictions.

EXHIBIT "C"

F. Limitations

The provisions of this Declaration of Covenants and Restrictions shall run with the and bind the Land until December 31, 2020, whereupon they shall be extended automatically for successive period of ten (10) years.

WITNESSES:                                    ROCHESTER HILLS EXECUTIVE PARK,
                                              a Michigan joint venture

                                              BY: RHEP LIMITED PARTNERSHIP, a

                                                 Michigan limited partnership
                                                 Its: Joint Venturer

                                                    By: Damone/Andrew
                                                       Investment Co., Inc.
                                                       Its:  General Partner

/s/James E. White                                   By: /s/ Michael G. Damone
---------------------                                   ------------------------
                                                        Michael G. Damone
                                                    Its: President

/s/Sherril Szep
---------------------

                                                    And

                                                    By: /s/Daniel R. Andrew
                                                        ------------------------
/s/James E. White                                       Daniel R. Andrew
-=-------------------                                Its: General Partner
/s/Sherri S. Szep

                                                    And

                                                    By: /s/Michael G. Damone
                                                        ------------------------
/s/James E. White                                       Michael G. Damone
---------------------                                Its: General Partner

/s/Sherri E. Szep
---------------------

STATE OF MICHIGAN     )
                      )  ss.

COUNTY OF OAKLAND     )

The foregoing instrument was acknowledged before me this 22nd day of December, 1992 by Michael G. Damone, the President of Damone/Andrew Investment Co., Inc., a general partner of RHEP Limited Partnership, a Michigan limited partnership, one of the joint venturers of Rochester Hills Executive Park, a Michigan joint venture, on behalf of such joint venture.

/s/Ruth M. Manz
----------------------------
Notary Public, Macomb County,

Michigan My Commission Expires: July 16, 1994 Acting in Oakland County, MI

STATE OF MICHIGAN   )
                    )  ss.

COUNTY OF OAKLAND   )

The foregoing instrument was acknowledged before me this 22nd day of December, 1992 by Michael G. Damone, a general partner of RHEP Limited Partnership, a Michigan limited partnership, one of the joint venturers of Rochester Hills Executive Park, a Michigan joint venture, on behalf of such joint venture.

/s/Ruth M. Manz
----------------------------
Notary Public, Macomb County,
Michigan
My Commission Expires: July 16, 1994
Acting in Oakland County, MI

STATE OF MICHIGAN   )
                    )  ss.

COUNTY OF OAKLAND   )

The foregoing instrument was acknowledged before me this 22nd day of December, 1992 by Michael G. Damone, a general partner of RHEP Limited Partnership, a Michigan limited partnership, one of the joint venturers of Rochester Hills Executive Park, a Michigan joint venture, on behalf of such joint venture.

/s/Ruth M. Manz
----------------------------
Notary Public, Macomb County,
Michigan
My Commission Expires: July 16, 1994
Acting in Oakland County, MI

EXHIBIT "C"

DRAFTED BY AND WHEN
RECORDED, RETURN TO:
Michael A. Lesha, Esq.
Dykema Gossett
35th Floor - 400 Renaissance Center
Detroit, Michigan 48243

EXHIBIT A - LEGAL FOR LAND

Lots 1 through 37 inclusive, and one private park of Rochester Hills Executive Park, a part of the S.W. 1/4 of Section 29, and a part of the S.E. 1/4 of
Section 30, T.3N., R.11E., City of Rochester Hills, Oakland County, Michigan, as recorded in Liber 199, Pages 26 through 30, inclusive, Oakland County Records.

EXHIBIT B - LEGAL FOR BASIN

One private park within Rochester Hills Executive Park, a part of the S.W. 1/4 of Section 29, and a part of the S.E. 1/4 of Section 30, T.3N., R.11E., City of Rochester Hills, Oakland County, Michigan, as recorded in Liber 199, Pages 26 through 30, inclusive, Oakland County Records.

EXHIBIT "D"

HAZARDOUS WASTES - DAMONE/ANDREW-COPLEY

Building Size: _______________ Sq. Ft. Address: Research Drive

Tenant: American Axle & Mfg., Inc. Contact: Mr. Joe Richards

Phone: (313) 974-2354 Fax: (313) 974-2246

Please answer the following key questions so the landlord can evaluate the potential toxic hazard presented by the proposed tenant's occupancy:

1. What will the tenant do in the building? "Research" and/or "assembly" are not adequate responses as both may involve processes and/or material usage which are potentially hazardous even in small quantities.

Testing, research, product development, sales & procurement.

2. Assuming the tenant has a process of some type, is it wet or dry?

3. What are the materials used in the process?

What waste product is generated?

Lubricating Oils.

4. How will the materials/waste be stored, for how long, and what is the method of disposal?

Oils to be stored inside and recycled.

5. Does the tenant intend to install any tanks, clarifiers, sumps, etc.?

No

6. Does the tenant require that drains be installed in the floor of the building? If so, what materials will be discharged into the sanitary and/or storm sewer?

N/A

SECOND ADDENDUM to that certain Lease dated September 30, 1994, between FIRST INDUSTRIAL, L.P., as Landlord, and AMERICAN AXLE & MANUFACTURING, INC., as Tenant, covering premises at 2965 Technology Drive, Rochester Hills, Michigan.

NOTWITHSTANDING anything to the contrary contained in the Lease and Addendum to which this Second Addendum is attached and made a part thereof, Landlord and Tenant agree as follows:

o The Commencement Date of the Lease shall be July 1, 1995 and the termination date June 30, 2005, as evidenced by the attached copy of the Certificate of Substantial Completion issued by the Project Architect, Smith + Schurman Associates, Inc., on June 30, 1995.

All other terms and conditions of said Lease and Addendum to remain in full force and effect unless in conflict with the terms and conditions of this Second

Addendum in which event the terms and conditions of this Second Addendum to remain in which event the terms and conditions of this Second Addendum shall prevail and control.

LANDLORD:

FIRST INDUSTRIAL, L.P., a Delaware Limited

Partnership

By: First Industrial Realty Trust, Inc., its
General Partner

By: Daniel R. Andrew

Its: Regional Director

TENANT:

AMERICAN AXLE & MANUFACTURING,
INC., a Delaware corporation

                                    By: /s/ Gary J. Witosky
                                    Its: Treasurer

July 5, 1995

THIRD ADDENDUM to that certain Lease dated September 30, 1994, between FIRST INDUSTRIAL, L.P., as Landlord, and AMERICAN AXLE & MANUFACTURING, INC., as Tenant, covering premises at 2965 Technology Drive, Rochester Hills, Michigan.

NOTWITHSTANDING anything to the contrary contained in the Lease and Addenda to which this Third Addendum is attached and made a part thereof, Landlord and Tenant agree that effective December 1, 1995, the following Section 42 shall be operative:

Section 42 Maintenance of Premises; Payment for Services Rendered by Landlord

42.01 For the additional rent set forth in Section 42.03 of this Addendum, the Landlord agrees to provide the services set forth on Schedule A hereto (the "Maintenance and Services"), as the same may be amended by the parties from time to time, beginning December 1, 1995. It is agreed and understood that such Maintenance and Services shall be performed by outside contractors retained by Landlord to provide such Maintenance and Services. The costs, providers, nature, and scope of the Maintenance and Services are subject to the advance written approval of Tenant.

42.02 The following definitions shall be accepted by Landlord and Tenant:

(a) "Maintenance and Service Expenses" shall mean the actual, reasonable, and necessary expenses incurred by Landlord for the operation and maintenance of the Premises in accordance with accepted principals of sound management and accounting practices as applied to the operation and maintenance of first class accounting practices as applied to the operation and maintenance of first class industrial-type buildings, but limited solely to the Maintenance and Services, which shall be comprised of following:

(i) Janitorial contracted labor and supplies

(ii) Operating and maintenance contract labor and materials related thereto, including the Premises' HVAC units, but not Tenant's equipment or appurtenances thereto.

(iii) Operating and maintenance supplies relating to the Premises, but not the Tenant's equipment or appurtenances thereto.

(iv) Maintenance costs and upkeep of the Landscaping, irrigation system and grounds surrounding the Premises; snow removal costs; and expenses in connection with the maintenance of the parking areas and driveways.

(b) "Maintenance and Service Expenses" shall not include expenses for repairs or other work covered by standard form fire, vandalism, malicious damage and mischief, or other work covered by standard form fire, vandalism, malicious damage and mischief, or other incurable casualty insurance.

42.03 In consideration of the foregoing, Tenant agrees to pay Landlord, as additional rent, the sum of the following"

(a) Maintenance and Service Expenses, together with any additional expenses mutually agreed upon by Landlord and Tenant in advance, which expenses shall be paid, if not disputed in good faith by Tenant, with Tenant's basic rent payment due for the month following the month in which such Maintenance and Service Expenses were incurred.

(b) A monthly administrative fee in the amount of $600.00 to manage, supervise, arrange for, and coordinate the Maintenance and Services. The first payment of the monthly administrative fee shall be due with Tenant's basic rent payment due January 1, 1996, covering services rendered for the prior month, and continuing through the remainder of the term of the Lease or until such Lease or this Addendum are earlier terminated. The amount of the monthly administrative fee shall be subject to an annual adjustment commencing January 1, 1997. The amount of such adjustment, if any, shall be by mutual agreement of the Landlord and Tenant.

Payment of the Maintenance and Service Expenses and the monthly administrative

fee shall be additional rent, and failure by Tenant to pay same when due shall constitute a default under the Lease and may result in the assessment of late charges and interest under Section 5 of the Lease.

42.04 Landlord agrees that Tenant may audit Landlord's bills for Maintenance and Service Expenses in order to substantiate such charges, and Landlord agrees to make such bills and records available to Tenant upon advance written request during normal business hours, Monday through Friday (excluding holidays), inclusive.

42.05 Landlord shall not be liable for failure to furnish any of the Maintenance and Services set forth in Schedule A when such failure is caused by accidents, Acts of God, or any condition beyond the reasonable control of Landlord, or by repairs, labor disturbances and labor disputes of any character, whether resulting from or cause by acts of Landlord or otherwise; provided, however, that Landlord shall make a prompt and diligent effort to cause the resumption of such services. In the event, however, the interruption of services continues for a period of seven (7) days, Tenant may, at its option, upon ten (10) days prior written notice, contract for said services itself and terminate Section 42 of this Lease Addendum, or any portion of the Maintenance and Services set forth on Schedule A.

42.06 This Third Addendum, or any portion of Schedule A hereto, may be terminated by Tenant at any time upon thirty (30) days advance written notice to Landlord.

42.07 Except as herein expressly modified, the Lease and Addenda thereto shall remain in full force and effect as originally written, except where in conflict with the terms and conditions of this Third Addendum, in which event the terms and conditions of this Third Addendum shall prevail and control, and Landlord and Tenant each hereby formally acknowledge, reaffirm, and agree to perform all of their respective obligations and commitments as set forth under the Lease and Addenda thereto. Time is of the essence of this Third Addendum.

IN WITNESS WHEREOF, Landlord and Tenant have caused this Third Addendum to be duly executed as of the date first written above.

FIRST INDUSTRIAL, L.P.                         AMERICAN AXLE &
Landlord                                       MANUFACTURING, INC.
                                               Tenant

By:  /s/ Daniel R. Andrews                     By: /s/ Gary J. Witosky
     ---------------------                        ------------------------------
Name:Daniel R. Andrews                         By: Gary J. Witosky
     ---------------------                        ------------------------------
Title:Signing Officer                          Title: Treasurer
       ---------------------                          --------------------------

SCHEDULE "A" TO THIRD ADDENDUM TO
LEASE DATED SEPTEMBER 30, 1994

Landlord and Tenant agree that the following shall constitute Maintenance and Services pursuant to Section 42.01:

(a) Janitorial Services

(i) Vacuum carpet (where applicable), dust all flat services, empty baskets, replace liners in the general office, lunch room, laboratories and test areas five (5) days per week, Monday through Friday, inclusive.

(ii) Wet mop vinyl or ceramic tile floors in lobby and all lunch rooms and restrooms; deodorize all water closets and urinals, clean lavatories, replenish paper towels and sanitary napkin dispensers, toilet paper, and liquid soap five (5) days per week, Monday through Friday, inclusive.

(iii) Empty baskets, replace basket liners, and dust all desk tops in Shop; sweep floor of Shop and test areas five (5) days per week, Monday through Friday, inclusive.

(iv) Strip, rewax, and buff vinyl floor tiles as required.

(v) Provide dumpster service for janitorial waste only.

(b) General Building Services

Provide lamp and ballast replacement; repair and maintain Building HVAC systems; plumbing; electrical service (excluding any distribution from panels to Tenant's equipment or Detroit Edison feed to building); repair interior and/or exterior element elements of the building; parking lot and driveways; wash windows inside and outside four (4) times per year.

(c) Lawn and Landscaping

Cut, mow, trim, and edge once per week during "cutting season" including spring clean-up; fertilize once per month and apply weed control as needed; maintain underground irrigation system.

(d) Snow Removal

Plow all driveway and parking lots when snowfall exceeds 1 1/2 inches or more; salt driveways and walks as required.

Landlord and Tenant agree that the Lawn and Landscaping services and Snow Removal services may be performed on the Premises as well as adjoining premises leased by Tenant from Landlord pursuant to a certain lease dated September 30, 1994, at Tenant's discretion.

1997 AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
REPLACEMENT PLAN

1. Purpose of the Plan

The purpose of the 1997 American Axle & Manufacturing of Michigan, Inc. Replacement Plan (the "Plan") is to provide for the award of replacement stock options ("Replacement Stock Options") to certain current or former employees or directors (the "Eligible Holders") of American Axle & Manufacturing, Inc. whose awards under the American Axle & Manufacturing, Inc. Phantom Stock Plan dated March 1, 1994 (the "PSP Plan") were voluntarily cancelled in connection with the recapitalization (the "Recapitalization") specified in the Recapitalization and Stock Purchase Agreement among American Axle & Manufacturing of Michigan, Inc. (the "Company"), American Axle & Manufacturing, Inc., Jupiter Capital Corporation, Mr. Richard E. Dauch, Mr. Morton E. Harris, and AAM Acquisition, Inc., dated as of September 19, 1997.

It is the intention of the Company that the terms of the Replacement Stock Options will preserve the economic value of the cancelled awards under the PSP Plan ("PSP Stock Options"). The Company expects that it will benefit from the added interest which such Eligible Holders will have in the welfare of the Company as a result of their proprietary interest in the Company's success.

2. Stock Subject to the Plan

The total number of shares of common stock of the Company ("Common Stock") which may be issued under the Plan is equal to the aggregate number of shares subject to Replacement Stock Options. The shares may consist, in whole or in part, of unissued shares or treasury shares. Issuance of shares of Common Stock upon exercise of a Replacement Stock Option shall reduce the total number of shares of Common Stock available under the Plan.

3. One Time Grant

The only grant of Replacement Stock Options shall be to Eligible Holders, to the extent they elect to rollover to this Plan, in whole or in part, the options they held under the PSP Plan immediately prior to the consummation of the Recapitalization (the "Effective Date"). The number of Replacement Stock Options to be granted to each Eligible Holder is set forth on Schedule I hereto. The Eligible Holders are Marion A. Cumo, George J. Dellas, B.G. Mathis and James W. McLernon.

4. Administration

The Board of Directors of the Company (the "Board") shall administer the Plan and make all determinations in connection therewith which may be necessary or advisable, and all such actions of the Board shall be binding upon all Eligible Holders; provided, however, no such action by the Board may impair the rights of

any Eligible Holder under any award theretofore granted, without the Eligible Holder's consent.

5. Terms and Conditions of Replacement Stock Options

The Replacement Stock Options granted under the Plan shall be non-qualified stock options for federal income tax purposes, as evidenced by option grants, and shall be subject to the foregoing and the following terms and conditions:

(a) Grant. On the Effective Date, each Eligible Holder will roll over into this Plan the number of unexercised PSP Stock Options specified in the schedule attached hereto. Each rolled PSP Stock Option shall be cancelled, and such Eligible Holder shall receive a Replacement Stock Option pursuant to this Plan. The exercise price of each Replacement Stock Option (the "Exercise Price") shall remain the same as under the PSP Stock Option being replaced, and the number of shares of Common Stock covered by each Replacement Stock Option ("Option Shares") shall be the same as the number of shares of common stock of American Axle & Manufacturing, Inc. under the PSP Stock Option being replaced. The granting of a Replacement Stock Option under the Plan shall impose no obligation on the Company or any subsidiary to continue the employment of an Eligible Holder.

(b) Vesting. Replacement Stock Options granted under the Plan shall become immediately vested and exercisable.

(c) Exercise of Replacement Stock Options. Except as otherwise provided in the Plan, a Replacement Stock Option may be exercised for all, or from time to time any part, of the shares for which it is then exercisable. Upon exercise a Replacement Stock Option is cancelled. The Exercise Price shall be paid to the Company in full at the time of exercise at the election of the optionee (i) in cash, (ii) in shares of Common Stock (owned for at least six months) having a fair market value equal to the Exercise Price or (iii) partly in cash and partly in such shares of Common Stock (owned for at least six months) the aggregate value of which equals the Exercise Price.

The exercising optionee may elect, with the consent of the Board, and subject to such terms and conditions as the Board shall determine, to have the number of shares deliverable to the exercising optionee as a result of the exercise reduced by a number with a value sufficient to pay the amount the Company determines to be necessary to withhold for federal, state or local taxes as a result of the exercise of the Replacement Stock Option. An optionee shall have rights to dividends and other rights of a shareholder with respect to shares subject to a

Replacement Stock Option when and only when the optionee exercises such option into shares of Common Stock. The Board shall require payment of any amount the Company may determine to be necessary to withhold for federal, state or local taxes as a result of the exercise of a Replacement Stock Option.

(d) Nontransferability of Replacement Stock Options. Unless otherwise provided by the Board, a Replacement Stock Option shall not be transferable by the

optionee other than by will or by the laws of descent and distribution. During the lifetime of an optionee a Replacement Stock Option shall be exercisable only by the optionee. A Replacement Stock Option exercisable after the death of an optionee may be exercised by the legatees, personal representatives or distributees of the optionee.

(e) Rights as Shareholders. Effective upon the purchase of Option Shares pursuant to the exercise of a Replacement Stock Option, and until the earlier of
(i) the transfer of the Option Shares by such Eligible Holder or (ii) the termination of the Stockholders' Agreement, each Eligible Holder hereby agrees that upon the exercise of Replacement Stock Options for Option Shares that such Eligible Holder shall be bound by all of the terms, conditions and obligations and shall be entitled to all of the rights and privileges, in each case as are applicable to the "Rollover Holders" or "Stockholders" as such terms are referred to in the Stockholders' Agreement (as defined below) (including limitation on transfer rights, tag-along rights, drag-along rights and piggy-back registration rights), in each case as if such Eligible Holder was an original party thereto.

As used herein, Stockholders' Agreement shall refer to the Stockholders' Agreement dated as of October 29, 1997, by and among the Company, Blackstone Capital Partners II, Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P. and Blackstone Family Investment Partnership II L.P. (collectively "Blackstone"), Jupiter Capital Corporation, Richard E. Dauch and Morton E. Harris (the "Stockholders' Agreement").

6. Adjustments Upon Changes in Capitalization or Other Events

Upon changes in the Common Stock after the Effective Date by reason of a stock dividend, stock split, reverse split, recapitalization, reorganization or liquidation, the number and class of shares available under the Plan as to which Replacement Stock Options may be granted (both in the aggregate and to any one optionee), the number and class of shares under each unexercised Replacement Stock Option and the Exercise Price per share shall be correspondingly adjusted. In the event of a reorganization or other transaction after the Effective Date in which the Company will not be the surviving corporation, an optionee shall be entitled to Replacement Stock Options on that number of shares of stock in the new corporation which the optionee would have received had the optionee exercised all of the unexercised Replacement Stock Options available to the

optionee under the Plan, at the instant immediately prior to the effective date of such transaction. Thereafter, adjustments as provided above shall relate to the stock options of the new corporation. However, notwithstanding the foregoing, immediately prior to the consummation of a "Change of Control", (unless the Board determines otherwise) each unexercised Replacement Stock Option must be exercised by the Eligible Holders. The Company shall provide a recourse loan to each Eligible Holder in an amount equal to the Exercise Price for the Replacement Stock Options being exercised by such Eligible Holder at the rate of interest per annum publicly announced by The Chase Manhattan Bank as its prime rate in effect at its principal office in New York City on such date of exercise. The recourse loan and the accrued interest on such loan shall be

payable by the Eligible Holders in one lump sum payment one year after the date of exercise of the Replacement Stock Options pursuant to the foregoing provisions of this Section 6. "Change of Control" shall mean the purchase or other acquisition by any person, entity or group of persons, within the meaning of section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, or any comparable successor provisions, other than Blackstone, employees or directors of the Company or their respective affiliates, of ownership of fifty percent (50%) or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally.

7. Amendments

The Board may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would impair the rights of any Eligible Holder under any award theretofore granted, without the Eligible Holder's consent.

8. Effectiveness of the Plan

The Plan shall become effective as of the Effective Date.

9. Choice of Law

The Plan shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State of New York.

Schedule I

REPLACEMENT STOCK OPTIONS

1) Marion A. Cumo--83

2) George J. Dellas--83

3) B.G. Mathis--139

4) James W. McLernon--166

THE AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.
MANAGEMENT STOCK OPTION PLAN

This Management Stock Option Plan is hereby adopted by the Board of Directors of American Axle & Manufacturing of Michigan, Inc., a corporation organized under the laws of Michigan (the "Company"), as of October 29, 1997.

ARTICLE I

PURPOSE OF PLAN

The Plan is adopted by the Board for certain management Employees as a part of the compensation and incentive arrangements for such Employees. The Plan is intended to advance the Company's best interests by allowing such Employees to acquire an ownership interest in the Company, thereby motivating them to contribute to the success of the Company and to remain in the employ of the Company and its Subsidiaries. It is anticipated that the availability of Options under the Plan will also enhance the Company's ability to attract and retain individuals of exceptional talent to contribute to the progress, growth and profitability of the Company and its Subsidiaries.

ARTICLE II

DEFINITIONS

For purposes of the Plan, except where the context clearly indicates otherwise, the following terms shall have the meanings set forth below:

"Acceleration Event" shall mean an event with respect to which the Plan provides for the acceleration of the vesting of Options, as provided in
Section 5.3.

"Affiliate" shall mean, with respect to any Person, (i) any other Person that directly or indirectly Controls, is Controlled by or is under common Control with, such Person, or (ii) any director, officer, partner, member or employee of such Person or any Person specified in clause (i) above; provided, that officers, directors or employees of the Company (or one of its Subsidiaries) shall be deemed not to be Affiliates of Blackstone for purposes hereof solely by reason of being officers, directors or employees of the Company (or one of its Subsidiaries).

"Blackstone" shall mean collectively, Blackstone Capital Partners II Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P., The Blackstone Group L.P., Blackstone Family Investment Partnership II L.P. and their Affiliates (other than the Company and its Subsidiaries).

"Board" shall mean the Board of Directors of the Company.

"Cause" shall mean (i) neglect of or willful and continuing refusal to perform one's duties (other than due to Disability), (ii) a breach of any non-competition/no raid covenants the Participant is subject to, (iii) engaging in conduct which is demonstrably injurious to the Company, the Company's Subsidiaries or Affiliates, or Blackstone (including, without limitation, a breach of any confidentiality covenant the Participant is subject to), or (iv) a conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude, dishonesty or theft, in each case as determined in the sole discretion of the Board.

"Change of Control" shall mean the purchase or other acquisition by any person, entity or group of persons, within the meaning of section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions, other than Blackstone, employees or directors of the Company or their respective Affiliates, of ownership of fifty percent (50%) or more of the combined voting power of the Company's then outstanding voting securities entitled to vote generally.

"Class I Performance Options" shall mean the management case performance options described in Section 5.2(c) hereof.

"Class II Performance Options" shall mean the performance options described in
Section 5.2(d) hereof.

"Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor statute.

"Committee" shall mean the Compensation Committee of the Board.

"Common Stock" shall mean the common shares of the Company.

"Company" shall mean American Axle & Manufacturing of Michigan, Inc., a corporation organized under the laws of Michigan.

"Control" (including, with correlative meaning, all conjugations thereof) shall mean with respect to any Person, the ability of another Person to control or direct the actions or policies of such first Person, whether by ownership of voting securities, by contract or otherwise.

"Cumulative EBITDA" shall mean with respect to any Performance Option, the sum of the EBITDA for the period commencing on the January 1 of the year following the Grant Date and ending on the Determination Date of the Plan Year.

"Cumulative EBITDA Targets" shall mean with respect to any Performance Option, the sum of the relevant EBITDA Targets for the period commencing on the January 1 of the year following the Grant Date and ending on the Determination Date of the Plan Year.

"Determination Date" shall mean the last day of the Plan Year.

"Disability" shall mean the inability of a Participant to perform in all material respects his duties and responsibilities to the Company, or any Subsidiary of the Company, by reason of a physical or mental disability or infirmity which inability is reasonably expected to be permanent and has continued (i) for a period of six consecutive months or (ii) such shorter period as the Board may reasonably determine in good faith. The Disability determination shall be in the sole discretion of the Board and a Participant (or his Representative) shall furnish the Board with medical evidence documenting the Participant's disability or infirmity which is satisfactory to the Board.

"EBITDA" shall mean, with respect to the Company and its Subsidiaries on a consolidated basis for any period, the net income of the Company and its Subsidiaries for such period, plus the following (only to the extent used in calculating net income for such period): (a) net interest expense; (b) tax expense; (c) expenses related to Blackstone's monitoring and management fees;
(d) any one time charge or gain relating to the Recapitalization; (e) any gain or loss on the sale of fixed assets; and (f) depreciation and amortization of tangible and intangible assets, all as determined in accordance with generally accepted accounting principles, with appropriate adjustments for non-recurring events as determined by the Board.

"EBITDA Target" shall mean, with respect to each fiscal year, the EBITDA amount that must be achieved to become vested in Criteria I as described in
Section 5.2.

"EBITDA Target (Class I)" shall mean, with respect to each fiscal year, the amount set forth in the following table opposite such year:

Fiscal Year Ending                   EBITDA Target (Class I)
                                              (in millions)
         1998                                 $253.1
         1999                                 $306.2
         2000                                 $328.2
         2001                                 $339.7
         2002                                 $339.7

and such other targets as are established by the Committee with respect to subsequent years. The Board shall make equitable adjustments to such targets in the event (i) the fiscal year is modified or (ii) there are changes in the Company's accounting policies. The Board may make adjustments to the above targets to the extent that the expenses incurred by the Company, with respect to new operating leases entered into after October 29, 1997 ("New Operating Leases"), differ from the expenses projected for New Operating Leases in the Confidential Information

Memorandum relating to the Senior Secured Credit Facilities, dated October 1997.

"EBITDA Target (Class II)" shall mean with respect to each fiscal year, the amount set forth in the following table opposite such year:

Fiscal Year Ending               EBITDA Target (Class II)
                                          (in millions)
         1998                             $291.1
         1999                             $352.1
         2000                             $377.4
         2001                             $390.7
         2002                             $390.7

and such other targets as are established by the Committee with respect to subsequent years. The Board shall make appropriate adjustments to such targets in the event (i) the fiscal year is modified or (ii) there are changes in the Company's accounting policies. The Board may make adjustments to the above targets to the extent that the expenses incurred by the Company, with respect to new operating leases entered into after October 29, 1997 ("New Operating Leases"), differ from the expenses projected for New Operating Leases in the Confidential Information Memorandum relating to the Senior Secured Credit Facilities, dated October 1997.

"Employee" shall mean any employee of the Company or any of its Subsidiaries.

"Employment Agreement" shall mean any employment agreement between a Participant and the Company, as amended from time to time.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Exercise Price" shall mean the amount that a Participant must pay to exercise an Option with respect to one Option Share subject to such Option.

"Fair Market Value" shall mean, with respect to any Common Stock:

(i) prior to an initial Public Offering, the fair market value of the Common Stock as determined in good faith by the Board based on the value of the Company as a going concern, but without any discount with respect to the minority ownership represented by such shares or the contractual restrictions on the Transfer of the Shares; or

(ii) on and after an initial Public Offering, the average of its closing price for the 20 trading days immediately preceding the day of the valuation.

"Financing Default" shall mean an event which would constitute (or with notice or lapse of time or both would constitute) an event of default by the Company or any of its Subsidiaries (which event of default has not been cured or waived) under any of the following as they may be amended from time to time:
(i) The Credit Agreement (the "Credit Agreement") dated on or about the Recapitalization Closing Date, among the Company, American Axle & Manufacturing, Inc ("AAM"), The Chase Manhattan Bank, The Chase Manhattan Bank Delaware and any other financial institutions party thereto, and any extensions, renewals, refinancing or refundings thereof in whole or in part;
(ii) any other agreement under which an amount of indebtedness (in excess of $5,000,000) of the Company or any of its Subsidiaries is outstanding as of the time of the aforementioned event, and any extensions, renewals, refinancing or refundings thereof in whole or in part; (iii) any amendment of, supplement to or other modification of any of the instruments referred to in clauses (i) and
(ii) above; and (iv) any of the securities issued pursuant to or whose terms are governed by the terms of any of the agreements set forth in clauses (i) and (ii) above, and any extensions, renewals, refinancing or refundings thereof in whole or in part.

"Good Reason" shall mean a material reduction in base salary, or a material reduction in bonus, in either case as determined in the sole discretion of the Board. The Participant shall be deemed to have voluntarily terminated employment with Good Reason if he Retires on or after the third anniversary of the Recapitalization Closing Date. However, if a Participant Retires prior to the third anniversary, he shall be deemed to have voluntarily terminated employment without Good Reason.

"Grant Date" shall mean the date an Option is granted pursuant to this Plan.

"Option" shall mean, with respect to any Participant, any Time Option or Performance Option.

"Option Agreement" shall mean an option agreement between a Participant and the Company, substantially in the form of one of the agreements attached hereto as Exhibit A.

"Option Shares" shall mean, with respect to any Participant, any Shares issuable or issued by the Company upon exercise of any Option by such Participant, as adjusted as a result of any stock dividend, stock split, merger, consolidation, reorganization or other recapitalization.

"Participant" shall mean any Employee who holds an outstanding Option granted under this Plan.

"Performance Options" shall mean Class I Options and Class II Options, collectively.

"Person" shall mean an individual, a partnership, a corporation, an association, a joint stock company, a trust, a joint venture, an

unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

"Plan" shall mean this Management Stock Option Plan, as amended from time to time.

"Plan Year" shall mean initially the calendar year beginning January 1, 1998 and ending on December 31, 1998, and thereafter each of the calendar years from 1999 through 2004.

"Public Offering" shall mean the sale of Shares pursuant to an effective registration statement under the Securities Act, which results in an active trading market in Common Stock. If the Common Stock is listed on a United States securities exchange or is quoted on the NASDAQ National Market, it shall be deemed to be actively traded.

"Recapitalization" shall be given the same meaning as in the Recapitalization Agreement.

"Recapitalization Agreement" shall mean the agreement dated as of September 19, 1997 among the Company, American Axle & Manufacturing, Inc. ("AAM"), Jupiter Capital Corporation, Mr. Richard E. Dauch, Mr. Morton E. Harris and AAM Acquisition, Inc.

"Recapitalization Closing Date" shall mean the date of the closing of the Recapitalization.

"Recapitalization Price" shall mean $16,811.78 per share.

"Representative" shall mean (i) in the case of death, the executor, liquidator or administrator of the deceased Participant's estate or the Person or Persons to whom the deceased Participant's rights under the Option shall pass by will or the laws of descent and distribution and (ii) in the case of Disability, his or her legal guardian or legal representative.

"Retire" shall mean, with respect to any Participant, such Participant's voluntary resignation at any time after attaining age 65 (or at any earlier date with the advanced permission of the Company).

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Shares" shall mean any shares of Common Stock issuable or issued by the Company.

"Subsidiary" shall mean any corporation of which the Company owns, directly or through one or more subsidiaries, securities having a majority of the ordinary voting power in electing the board of directors of such corporation.

"Time Options" shall mean the options described in Section 5.1 hereof.

"Transfer" shall mean, with respect to any Option, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration and whether voluntary, involuntary or by operation of law), or any act thereof, of such Option or any interest therein.

ARTICLE III

LIMITATION ON AVAILABLE OPTION SHARES

3.1 Option Shares. The aggregate number of Shares with respect to which Options may be granted under the Plan shall not exceed 1,425 Shares, which represents 12% of the Common Stock outstanding on a fully diluted basis as of the Recapitalization Closing Date (to be divided equally among Time Options, Class I Performance Options and Class II Performance Options); provided, however, that the aggregate number of Shares with respect to which Options may be granted shall be subject to adjustment in accordance with the provisions of Section 9.2 below.

3.2 Status of Option Shares. The Shares of Common Stock for which Options may be granted under the Plan may be either authorized and unissued shares, treasury shares or a combination thereof, as the Committee shall determine and shall be reserved by the Committee for issuance under this Plan. To the extent any Options are forfeited, expire or are terminated prior to exercise, the Option Shares in respect of which such Options were issued shall become available for reissuance to Employees pursuant to this Plan or any other plan or agreement approved by the Board.

ARTICLE IV

GRANT OF OPTIONS

4.1 Options. Options granted on the Recapitalization Closing Date (the "Initial Grant") shall be granted by the Board. Thereafter, the Committee shall grant Options to such Employees as the Committee may determine. Each Participant granted Options must execute an Option Agreement.

4.2 Exercise Price. The Exercise Price of Options granted hereunder shall be the Fair Market Value of the Shares subject to the Option, determined as of the Grant Date. For purposes of the Initial Grant, the Exercise Price of Options shall be the Recapitalization Price.

4.3 Form of Option. Options granted under this Plan shall be non-qualified stock options and are not intended to be "incentive

stock options" within the meaning of Section 422 of the Code or any successor provisions. Options shall be exercisable with respect to the number of Shares covered by the Option to the extent they become both vested and exercisable (as determined below) and shall thereafter be exercisable until they expire or are terminated (as determined below).

4.4 Dilution of Options. Participants shall be subject to the same dilution as the non-Participant holders of Common Stock, and shall not have any preemptive or other special rights.

4.5 Regulatory Approvals. The grant of any Options hereunder following a Public Offering shall be subject to the receipt by the Company of all necessary regulatory approvals.

                                            Vested and Exercisable
                                                 Percentage
Prior to December 31, 1998                            0%
On or after December 31, 1998                        20%
On or after December 31, 1999                        40%
On or after December 31, 2000                        60%
On or after December 31, 2001                        80%
On or after December 31, 2002                       100%

For Participants granted Time Options after December 31, 1997, such Options shall become vested and exercisable, with respect to 20% of the Shares subject to such Options, on each of the first five anniversaries of the Grant Date.

5.2 Performance Options.

(a) Except as otherwise provided in the Option Agreement, all Performance Options granted pursuant to this Plan shall become vested and exercisable in accordance with this Section 5.2.

(b) In order for a Performance Option to become completely vested and exercisable it must be vested in accordance with Criteria I and Criteria II.

(c) Class I Performance Options.

(i) Criteria I. Beginning on the January 1 of the year following the Grant Date, Class I Performance Options, with respect to 20% of the Shares subject to each Option, shall become vested in accordance with Criteria I on each Determination Date that the Company's EBITDA for a Plan Year equals or exceeds the EBITDA Target (Class I) for that Plan Year.

(ii) Criteria II. Class I Performance Options shall become vested in accordance with Criteria II upon a Change of Control or a Public Offering.

(d) Class II Performance Options.

(i) Criteria I. Beginning on the January 1 of the year following the Grant Date, Class II Performance Options, with respect to 20% of the Shares subject to each Option, shall become vested in accordance with Criteria I on each Determination Date that the Company's EBITDA for a Plan Year equals or exceeds the EBITDA Target (Class II) for that Plan Year.

(ii) Criteria II. Class II Performance Options shall become vested in accordance with Criteria II upon a Change of Control or a Public Offering.

(e) Catch-Up. If, beginning January 1 after the Grant Date of a Performance Option, the Company's EBITDA for a Plan Year is less than 100% of the applicable EBITDA Target for such Plan Year (a "Missed Year"), no such Performance Option shall become vested in Criteria I with respect to any additional Shares (the "Missed Shares") on the Determination Date for such Plan Year. If, in any Plan Year subsequent to a Missed Year EBITDA exceeds the applicable EBITDA Target for such Plan Year and Cumulative EBITDA exceeds the applicable Cumulative EBITDA Targets, then Performance Options shall become vested in Criteria I with respect to the Missed Shares attributable to such Missed Year (but only to the extent such Option has not otherwise terminated).

5.3 Acceleration Events. Notwithstanding anything in this Article V to the contrary, Time Options shall become completely vested upon the first to occur of the following Acceleration Events: (i) a Change of Control during a Participant's period of employment, and (ii) to the extent provided in a Participant's Option Agreement, a Participant's termination without Cause or voluntary termination for Good Reason.

5.4 Exercisability in the Event Employment is Terminated. A Participant's unvested Time Options and Performance Options which are unvested in accordance with Criteria I shall expire upon the Participant's termination of employment unless an applicable Acceleration Event has occurred.

5.5 Reallocation of Options. Options that are terminated or forfeited may be reallocated to other Employees as determined by the Board or Committee, in consultation with the Chief Executive Officer.

5.6 Expiration Date. Options shall expire at 5:00 p.m. Eastern Standard Time on the day prior to the 12th anniversary of the Grant Date (the "Expiration Date").

5.7 Earlier Expiration Date. Notwithstanding Section 5.5, in the event of

termination of employment, Options shall expire prior to the Expiration Date as follows:

(a) A Participant's Options shall expire immediately, without any payment, upon the Participant's termination of employment if the Participant's employment is terminated for Cause or if the Participant voluntarily terminates employment without Good Reason;

(b) If the Participant voluntarily terminates employment with Good Reason or if the Participant's employment is terminated without Cause, the Participant's Options shall expire on the later of (i) six months after the Participant's termination of employment or (ii) six months following a Public Offering or Change of Control.

5.8 Calls. The Company shall have the rights specified in Section 5.8(a) to purchase Options and Option Shares from a Participant ("Call") However, there shall be no Calls after the consummation of an initial Public Offering.

(a) Call.

(i) Option Shares. On or after the date a Participant exercises all or a portion of an Option granted hereunder, the Company shall have the right and option to purchase for a period of 90 days from the date of the Participant's termination of employment for any reason (or, if later, for a period of 200 days from the last date the Participant exercised an Option), and if the Company exercises such right, each Participant shall be required to sell to the Company, any or all of his or her owned Option Shares at a price per share equal to the Fair Market Value (as of the date the Company exercises such right).

(ii) Options. The Company shall, after a Participant's employment has terminated, have the right and option to purchase and if the Company exercises such right each Participant shall be required to sell to the Company, any or all of his or her then outstanding Options at a price per Option equal to the Fair Market Value minus the Exercise Price.

(iii) Notice. If the Company desires to exercise its option to purchase any Options or Option Shares pursuant to this
Section 5.8(a), the Company shall, not later than 60 days after the date of the Participant's termination of employment (or, with respect to Section 5.8(a)(i), if later, 170 days from the last date an Option, or a portion of an Option, was exercised), send written notice of its intention to purchase such Shares or Options. The closing of the

purchase shall take place at the principal office of the Company on the 30th day after the giving of notice by the Company of its exercise of its option to purchase (the "Closing").

(iv) If the Company is prohibited by applicable law from exercising a right pursuant to this Section 5.8(a), then the Company may assign such right to its stockholders on a pro rata basis. In the event that a stockholder does not wish to exercise its assigned right, Blackstone shall have the right (but not the obligation) to exercise such assigned right.

(b) Deferral of Purchases.

(i) The Company shall not be obligated to purchase any Options or Option Shares at any time pursuant to Section 5.8(a), (A) to the extent that the purchase of such Options or Option Shares would result, after giving effect thereto, in a Financing Default, or (B) if doing so would constitute a Financing Default or if immediately prior to such purchase there exists a Financing Default which prohibits such purchase. The Company shall within 20 days of learning of any of the foregoing facts notify the Participant that it is not obligated to purchase the Options or Option Shares pursuant to Section 5.8(a)

(c) Payment. If at any time the Company elects to purchase any Options or Option Shares pursuant to Section 5.8(a), the Company shall, at the Closing, pay the purchase price for such Options or Option Shares by delivery of a bank cashier's check or certified check for the purchase price.

ARTICLE VI

EXERCISE OF OPTIONS

6.1 Right to Exercise. During the lifetime of a Participant, vested and exercisable Options may be exercised only by such Participant (except that, in the event of his or her death or Disability, Options may be exercised by his or her Representative).

6.2 Procedure for Exercise. Options may be exercised in whole or in part with respect to any portion that is vested and exercisable. To exercise an Option a Participant (or such other Person who shall be permitted to exercise the Option as set forth in Section 6.1) must complete, sign and deliver to the Company (to the attention of the Company's Secretary) a notice of exercise substantially in the form attached hereto as Annex I (or in such other similar form as the Committee may from time to time adopt and provide to a Participant) (the "Exercise Notice"), together with payment in full of the Exercise Price multiplied by the number of Shares with respect to which the Option is exercised. Payment of the Exercise Price shall be made (i) in cash

(including certified check, bank draft or money order) or (ii) at the discretion of the Committee, with shares of Common Stock with a Fair Market Value equal to the Exercise Price; provided, that such shares of Common Stock have been held by the Participant for no less than six months. Immediately prior to the exercise of any of the Options, the Participant shall enter into a stockholders' agreement in a form to be determined by the Board in its sole discretion. The execution of such stockholders' agreement shall be a condition to the exercise of such Options. A Participant's right to exercise the Option shall be subject to the satisfaction of all conditions set forth in the Exercise Notice.

6.3 Withholding of Taxes. The Company shall withhold from any Participant from any amounts due and payable by the Company to such Participant (or secure payment from such Participant in lieu of withholding) the amount of any withholding or other tax due from the Company with respect to any Option Shares issuable under the Plan, and the Company may defer such issuance unless indemnified to its satisfaction.

ARTICLE VII

RIGHTS AND LIMITATIONS

7.1 Registration of Option Shares. Promptly following the first Public Offering, the Company shall file, at its own expense, a registration statement on Form S-8 to register the Option Shares, which Option Shares shall be subject to applicable stockholder agreements.

7.2 Transfer of Options. Unless otherwise provided by the Committee, Options may not be Transferred (other than by will or the laws of descent or distribution).

ARTICLE VIII

ADMINISTRATION

8.1 Plan Administrator. This Plan shall be administered by the Committee; provided, however, that the Committee may delegate responsibility for the routine administration of the Plan to an officer or officers of the Company.

8.2 Committee Option Grants. The Committee shall have the authority to select Employees to receive Options and to grant Options (except for the Options granted as part of the Initial Grant, which shall be granted by the Board) to Employees in such amounts as it shall determine, in its full discretion.

8.3 Committee Authority. The Committee shall have the sole and complete responsibility and authority to (a) interpret and construe the terms of this Plan; (b) correct any defect, error or omission or reconcile any inconsistency in the Plan or in any Option granted hereunder; and (c) make all other determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. The Committee's determinations on matters within its authority, or the Board's determinations on matters

within its authority, as the case may be, shall be conclusive and binding upon the Participants, the Company and all other Persons. The Committee may, in its discretion, accelerate the vesting of Options at any time and for any reason.

8.4 Composition of Committee. At any time when the Company is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, the Committee shall consist of two or more directors who are "non-employee directors," within the meaning of Rule 16b-3 of the Exchange Act. At any time when the Company has a class of common equity securities required to be registered under Section 12 of the Exchange Act, the Committee shall consist of at least two outside directors, within the meaning of Section 162(m)(4)(C) of the Code.

ARTICLE IX

MISCELLANEOUS

9.1 Amendment, Suspension and Termination of Plan. The Board, at any time and from time to time, may suspend, terminate or amend the Plan. However, no suspension, termination or amendment of or to the Plan shall affect adversely the rights of any Participant with respect to Options issued hereunder prior to the date of such suspension, termination or amendment without the consent of such Participant. Unless terminated earlier, the Plan shall terminate on December 31, 2004.

9.2 Adjustments. In the event of a merger, recapitalization, stock dividend, reorganization, stock split, share consolidation or combination, or other similar event, the Committee shall make such adjustments in the number and type of Shares authorized by the Plan, the number and type of Shares covered by outstanding Options and the Exercise Prices specified therein and other amendments to the Plan as the Board, in good faith, determines to be appropriate and equitable.

9.3 Future Acquisitions or Dispositions. The EBITDA Targets are based upon certain revenue and expense assumptions about the future business of the Company and its Subsidiaries as of the Recapitalization Closing Date. Accordingly, if the Company or any Subsidiary acquires, by purchase or otherwise, or disposes of, by sale of stock or assets, the business, property, or fixed assets, of another Person, which acquisition or disposition, either singly or together with one or more other such transactions, will, in the Board's good faith determination, materially affect the Company's EBITDA, the Committee shall, in good faith, adjust the EBITDA Targets to reflect the projected effect of such transaction or transactions.

9.4 No Right to Participate. Except as otherwise agreed to by the Company, no Employee shall have a right to be selected as a Participant or, having been so selected, to be selected again to receive a grant of Options.

9.5 No Employment Contract. Nothing in this Plan shall interfere with or limit in any way the right of the Company or any of its Subsidiaries to terminate

any Participant's employment at any time (with or without Cause), nor confer upon any Participant any right to continued employment by the Company or any of its Subsidiaries for any period of time or to continue such employee's present (or any other) rate of compensation.

9.6 Construction of Plan. The terms of this Plan shall be administered in accordance with the laws (excluding conflict of interest laws) of the State of New York. Any dispute arising out of or relating to this Plan or its interpretation, termination or validity shall be resolved by arbitration in New York, New York pursuant to the Rules of the American Arbitration Association for commercial arbitrations.

9.7 Effective Date. This Plan shall be effective as of October 29, 1997.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT is made between AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC., a Michigan corporation (the "Company") and RICHARD E. DAUCH (the "Employee")

RECITALS

The Company and the Employee have reached an understanding with respect to the employment of the Employee by the Company. The parties desire to set forth their understanding with respect to such employment fully and completely in writing.

NOW, THEREFORE, the parties agree as follows:

1. Position and Duties. The Company agrees to employ Employee and Employee hereby accepts employment with the Company. The assignment shall be as the Chairman, President and Chief Executive Officer of the Company. The Employee shall be based in the Detroit metropolitan area, and shall have such powers and duties as shall be designated from time to time by the Board of Directors of the Company (the "Board") and shall be subject to the general supervision, advice and direction of the Board.

2. Best Efforts of Employee. Employee agrees to perform faithfully, industriously, and to the best of his ability, experience, and talents all of the duties assigned to Employee during his employment and the term of this Agreement. Employee will devote all of his business time and attention exclusively to the Company's affairs. It is understood that occasional business meetings and other activities which may not be directly related to the Company affairs are permitted as long as such meetings and other activities do not interfere with the intent of this paragraph.

3. Compensation and Benefits. In return for the Employee's complete and satisfactory performance at all times of all the terms and conditions of this Agreement, the Company will provide Employee with the following compensation and benefits:

(a) Base Salary. The Company will pay Employee a salary at a per annum rate of Seven Hundred and Fifty Thousand United States Dollars (U.S.$750,000), payable in accordance with the Company's customary payroll procedures for senior executives (the "Annual Base Salary").

(b) Bonus. In addition to the Annual Base Salary, Employee shall also be eligible to receive an annual cash bonus calculated and determined as provided in Exhibit A hereto (an "Annual Cash Bonus"). Any Annual Cash Bonus earned shall be payable on or before March 15 of the year immediately succeeding the year in respect of which such bonus was so determined. In

addition to the Annual Cash Bonus, Employee will be eligible to receive such discretionary cash bonuses as may be determined by the Board.

(c) Benefits. Employee shall also be eligible for the following benefits during the term of his employment hereunder, subject to administration in accordance with the Company's policies and procedures in effect from time to time:

(i) Holidays and Vacations. The Employee shall be entitled to such paid holidays as may be designated by the Company. In addition, the Employee shall be entitled to five (5) weeks paid vacation for each year, during which time Employee's compensation shall be paid in full. Notwithstanding any other provisions of this Agreement, in the event of the Employee's termination from the Company for any reason, Employee will be entitled to a payment reflecting Employee's unused accrued vacation through such date of termination;

(ii) Company Car. The Employee shall be entitled to the use of two Company vehicles suitable for senior executives with all repair, maintenance, insurance, fuel and other fluids being the responsibility of the Company;

(iii) Club Membership and Dues. Company shall reimburse Employee for any club membership and monthly dues to a club of Employee's choice;

(iv) Health and Disability Insurance. The Company will provide the Employee with health and disability insurance coverage consistent with the coverage provided to other senior executives of the Company from time to time;

(v) Pension. Except as may be inconsistent with the qualification requirements set forth in the Internal Revenue Code of 1986, as amended, the Employee will be immediately eligible to participate, and fully vested, in any and all Company Retirement, Pension and 401(k) retirement plans and such other savings, retirement and pension plans as may be established by the Company from time to time; provided however that (i) upon retirement at age 62 Employee will receive a minimum monthly benefit of not less than $13,500 or its equivalent or (ii) upon retirement at age 65 Employee will receive a minimum monthly benefit of not less than $17,800 or its equivalent, which amounts the parties hereto understand to be the Employee's approximate accrued benefits on the date hereof;

(vi) Stock Options. The Employee is entitled to participate in the Company Stock Option Plan as described in Exhibit B;

(vii) Annual Physical Examination. The Employee shall be entitled to an annual physical examination by a physician of Employee's choice at the cost of the Company;

(viii) Life Insurance. Company has purchased for the Employee a five million dollar ($5,000,000) life insurance policy. Company will maintain the policy for the Employee's benefit and pay any and all premium costs during the Employee's employment hereunder. The proceeds of such insurance policy will inure to Employee's assignee or estate upon Employee's death. Upon any termination of employment other than for death or for Cause, Company will maintain Employee's life insurance policy for two years; and

(ix) Other Company Benefits. The Employee shall be entitled to participate in such other benefits and perquisites, if any, which are provided to all senior executives by the Company from time to time.

(d) Expense Reimbursement. Employee will be reimbursed for all reasonable and necessary out-of-pocket expenses incurred by Employee for Company business in accordance with the Company's policies and procedures, as in effect from time to time.

(e) Sole Compensation. Employee expressly acknowledges and agrees that the compensation and benefits set forth in this Agreement and the Nonqualified Stock Option Agreement of even date herewith between Employee and the Company constitute the sole and exclusive compensation to which Employee shall be entitled or for which Employee may be eligible.

(f) Withholding. All payments made under this Agreement shall be reduced by all applicable federal, state and local taxes required to be withheld from such payments.

4. Board Membership and Seat Percentage. Company agrees that Employee shall be a permanent voting member of the Board during Employee's employment hereunder. Company further agrees that prior to an initial Public Offering and during Employee's employment hereunder he shall maintain the right to fill a number of Board seats equal to the number (rounded to the nearest whole number) that bears the same relationship to the total Board seats as the votes represented by his voting equity in the Company bears to the total votes represented by all outstanding equity of the Company. For purposes of this agreement, "Blackstone" shall mean collectively, Blackstone L.R. Capital Partners L.P., Blackstone Capital Partners II Merchant Banking Fund L.P., Blackstone Offshore Capital Partners II L.P., The Blackstone Group L.P. and their affiliates (other than the Company and its subsidiaries). "Public Offering" shall mean the sale of common stock of the Company ("Common Stock") pursuant to an effective registration statement under the Securities Act of

1933, as amended, which results in an active trading market in the Common Stock.

5. (a) Confidential Information. Employee acknowledges that all information obtained by Employee during the term of employment concerning the business and affairs of the Company and its subsidiaries and affiliates are valuable, special

and unique assets of the Company and are the sole and exclusive property of the Company ("Confidential Information"). Employee agrees that Employee will not at any time or in any manner, directly or indirectly, use, exploit, disclose or communicate in any manner such Confidential Information to any third party without the prior written consent of the Company. All Confidential Information will be protected in accordance with the Company's policies. The foregoing obligations will not apply to the extent such Confidential Information (i) becomes generally known to the public other than as a result of acts or omissions of the Employee, or (ii) as may be required by law. At the time of termination or expiration of this Agreement, Employee shall immediately deliver to the Company all such Confidential Information under control or possession of the Employee and all copies and notes thereon, regardless of the form of storage or retrieval. The only exceptions to the foregoing shall be Employee's personal files containing no Confidential Information. The obligations in this paragraph shall survive for two (2) years following the termination or expiration of this Agreement.

(b) Non-Compete Covenant. In consideration for the compensation paid under this Agreement, Employee agrees and covenants that throughout the term of this Agreement and for two (2) years following the termination or expiration of this Agreement ("Covenant Period"); (which Covenant Period may be extended one additional year at the Company's discretion, by Company's payment to Employee, within 30 days after the expiration of the initial Covenant Period, of an amount equal to his Annual Base Salary), Employee will not directly or indirectly engage in any business competitive with the Company and its products and business plans including, without limitation, the manufacture, assembly, distribution and/or sale of forgings, axles, prop shafts and all related parts and components and successor products thereto which are made, sold or used by the Company. Engaging in competitive activity shall include, without limitation,
(i) engaging in a business as owner, partner, or agent, (ii) consulting, becoming self-employed or becoming an employee or being associated in any capacity with any third party that is engaged in such business, (iii) owning or controlling any interest in such business, directly or indirectly, (iv) soliciting, calling on or communicating with any customer of the Company for the purpose of competing with the Company, (v) inducing or attempting to induce, or assisting others to induce or attempt to induce, any employee, agent, representative or other person employed by, associated with, doing business with, or having a relationship with the Company to terminate his, her or its employment, relationship or association with the Company,

or in any way interfere with the relationship between the Company or any such person or enterprise, or (vi) otherwise competing with the Company. This obligation shall apply to any geographic area where the Company has a manufacturing facility or conducts automotive-related sales and service operations. The foregoing obligations shall survive the termination or expiration of this Agreement.

(c) Remedies. The Employee agrees that the Company would suffer irreparable

harm from a breach by the Employee of any of the covenants or terms of this
Section 5. Therefore in the event of any actual or threatened breach by the Employee of any of the provisions of this Section 5, the Company may seek specific performance and/or injunctive or other relief in order to enforce this Agreement.

6. Term. The term of this Agreement shall commence October 29, 1997 and end on December 31, 2004. Unless earlier terminated in accordance with the provisions of this Agreement, the Employee's employment hereunder shall be for the entire term of the Agreement, including extensions. This Agreement shall be renewed automatically for an additional twelve (12) consecutive month periods at the end of the initial, and each subsequent, term of the Agreement unless either party notifies the other by written notice received at least sixty (60) days prior to the end of the term of the Agreement that such party is terminating this Employment Agreement.

7. Termination. Employment may be terminated prior to the expiration date on the first to occur of the following:

(a) Death, Disability. The Employee's employment hereunder shall terminate if the Employee dies, or becomes Disabled. In such event, except as set forth in
Section 3(c)(viii), the applicable benefit plans and programs of the Company shall apply and all other obligations hereunder to Employee and his heirs shall cease. In addition, in the event of Employee's death while employed hereunder, the Company shall make its best efforts to provide Employee's estate with appropriate liquidity with regard to the Employee's stock and stock options. "Disabled" shall mean any injury or sickness such that the Employee is permanently prevented thereby from performing any and every duty of such Employee's occupation, as determined by a physician mutually agreed upon by the Employee and the Board. For this purpose the Employee shall not be deemed "Disabled", if such Employee is engaged in regular employment or occupation for remuneration or profit, and, to be "Disabled", the Employee must be found by such physician to be permanently prevented from engaging in regular employment or occupation with the Company at the location where the Employee last worked for remuneration or profit as a result of bodily injury or disease, either occupational or non-occupational in cause.

(b) Termination for Cause. The Employee's employment hereunder may be terminated for Cause (as defined below) by the Company at any time immediately upon written notice of termination, except as provided otherwise below, given by the Company to the Employee describing such Cause. For purposes of this Agreement, "Cause" for termination shall be deemed to exist only if: (i) the Employee is convicted of a felony which involves an intentional act of the Employee; (ii) the Employee engages in dishonesty or fraud; or (iii) the Employee breaches any of his material obligations as Chairman, President and Chief Executive Officer of the Company, including, but not limited to, willful neglect or misconduct of his duties hereunder or a willful and material breach of any of the terms and conditions of this Agreement.

Any written notice of termination for Cause pursuant to this Section shall be a written notice which (a) indicates the specific termination provision relied upon; (b) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment; and (c) if the date of termination is other than the date of receipt of such notice, specifies the termination date. In the event that Employee's employment is terminated pursuant to subsection 7(b)(iii) above, Employee shall have a period of ninety (90) days to cure the breach of Employee's obligations under this Agreement as described in the Notice of Termination. In the event that Employee cures such breach within said ninety (90) day period, the notice of termination shall be considered rescinded. In the event that Employee fails to cure such breach, then this Agreement will terminate without further notice to Employee as set forth in the Notice of Termination, and the Company shall promptly pay to the Employee (or to the Employee's legal representatives) the amount of any compensation otherwise due and payable with respect to periods of employment prior to such termination, plus the amount of any reimbursable expenses. No other compensation payments shall be due Employee. Employee shall not have the opportunity to cure any termination for cause pursuant to subsections 7(b)(i) or 7(b)(ii) above.

(c) Termination by the Company Not for Cause or by Employee for Good Reason. In the event the Employee's employment hereunder is terminated without Cause or the Employee terminates employment hereunder for Good Reason, the Employee is automatically entitled to severance payments equal to two (2) years Annual Base Salary and continuation of existing health care benefits for two (2) years. No other payments shall be due employee except any bonus payments which may otherwise be due pursuant to Section 3(b). Said severance payments shall be paid in the same manner and on the same schedule (i.e. monthly, weekly, etc.) as employee was being paid on the date of termination. Severance payments being made pursuant to this Section shall survive the death of Employee. For purposes of this Agreement, "Good Reason" shall mean (i) a reduction in base salary or bonus opportunity, (ii) a substantial reduction in the

Employee's duties, responsibilities or reporting responsibility or (ii) relocation from the Detroit metropolitan area.

(d) Additional Consequences of Termination. If the Employee ceases to be an employee of the Company, Employee shall immediately return all Confidential Information as set forth above and any other Company property in his possession or control, such as keys, Company employee credit cards, employee pass, equipment and the Company provided vehicle. Employee further agrees that at the Company's request and subject to reasonable notice, Employee will cooperate at any time in the future with and make himself available to the Company to testify as a witness in any legal proceedings and/or assist in any investigation, without need for a subpoena. Such cooperation will be without cost to the Company except for reimbursement of all reasonable and necessary out-of-pocket expenses.

8. Notices. All notices under this Agreement shall be in writing and sent to each party at their address as they shall notify the other party. All notices will be deemed delivered (i) as of the date of delivery if delivered in person or by courier, or (ii) three (3) days after being deposited in the United States Mail, postage paid.

9. Assignability. Neither Employee or the Company may assign this Agreement or any rights, duties or obligations hereunder without the prior written consent of the other party.

10. Severability. If any term or provision of this Agreement shall be invalid or unenforceable to any extent, that provision shall be reformed to make it enforceable if possible, and the remainder of the Agreement shall be valid and enforceable to the full extent permitted by law.

11. Waiver. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's rights to subsequently enforce and compel strict compliance with this Agreement.

12. Entire Agreement; Amendments. This Agreement constitutes the entire agreement between the Company and Employee concerning the subject matter hereof and cancels and supersedes any and all other written or oral agreements or understandings with respect to the subject hereof. No modification, amendment or waiver of any term of this Agreement shall be effective in writing and signed by all the parties. This Agreement may be executed in counterparts which together will constitute one and the same instrument.

13. Governing Law. This Agreement will be governed by the laws of the State of Michigan without regard to its conflicts of laws principles, except to the extent state law is preempted by federal law.

14. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Agreement this 6th day of November, 1997.

AMERICAN AXLE & MANUFACTURING
OF MICHIGAN, INC.

Dated: 6th of November, 1997                     By: /s/ Glen H. Hutchins
                                                    ----------------------------

                                              Its:Chair, Compensation Committee

Dated: 11/6/97                                   /s/ Richard E. Dauch
                                                 -------------------------------

                                                     Richard E. Dauch, Director

EXHIBIT A

TO

EMPLOYMENT AGREEMENT

DETERMINATION AND CALCULATION OF ANNUAL CASH BONUS

1. Measurement Dates.

(a) Employee's cash bonus under Paragraph 3(b) of this Agreement shall be determined as of December 31, 1997, and, except as provided in Section 1(b) of this Exhibit A, as of December 31 of each calendar year thereafter until and including December 31, 2003 (each such December 31 a "Measurement Date").

(b) If the Employee's employment with the Company ceases as a result of the Employee's retirement, death or disability as provided in Paragraph 7(a) of the Agreement, or as a result of a termination by the Company of the Employee's employment with the Company without "Cause" (as defined herein) the December 31 being or next following (as the case may be) the date on which Employee's retirement, death, disability or termination without cause (as the case may be) occurred shall be the final Measurement Date. If the Employee terminates his employment with the Company, or if the Company terminates the Employee's employment with the Company for Cause, the December 31 being or immediately preceding (as the case may be) the date of such termination shall be the final Measurement Date.

2. Determination of Annual Cash Bonus.

(a) The Annual Cash Bonus shall be determined as of each Measurement Date for the calendar year ending on such Measurement Date pursuant to the following:

                                                 Annual Cash Bonus Expressed
                                                 as a Percentage of
                                                 Employee's Annual Base
If the Audited Adjusted                          Salary for the calendar year
After-tax Net Income is:                         ending on the
                                                 Measurement Date:

Less than $20.0 million                          None

$20.0 million                                    25% of such Annual Base
                                                 Salary

Between $20.0 million and                        25% of such Annual Base
$60.0 million                                    Salary plus a percentage of
                                                 such Annual Base Salary, which
                                                 percentage is the product of
                                                 75% multiplied by a fraction
                                                 the numerator of which is the
                                                 Audited Adjusted After-tax Net
                                                 Income less $20.0 million
                                                 and the denominator of which
                                                 is $40.0 million

$60.0 million or more                            100%

"Audited Adjusted After-tax Net Income" is the net income of the Company for the calendar year ending on the Measurement Date as determined by the Company's certified public accountants in accordance with generally accepted accounting principles consistently applied ("GAAP"), excluding any extraordinary gains and excluding any extraordinary losses (such extraordinary gains and extraordinary losses being determined in accordance with GAAP) (such net income as so described referred to as "GAAP Net Income"), adjusted as follows: if the cumulative GAAP Net Income for the calendar years preceding the calendar year ending on such Measurement Date is negative (i.e. a cumulative net loss), the Audited Adjusted After-tax Net Income is reduced by the amount of such cumulative negative GAAP Net Income (i.e. cumulative net loss).

"Cumulative Negative GAAP Net Income" is the cumulative net losses (after taxes) excluding cumulative extraordinary gains and cumulative extraordinary losses.

The Annual Cash Bonus will be calculated two ways on a "with and without" basis as follows: (i) Annual Cash Bonus computed "with" the Annual Cash Bonus deducted as an expense to arrive at Audit Adjusted After-tax Net Income; and, (ii) Annual Cash Bonus computed "without" the annual bonus deducted as an expense to arrive at Audit Adjusted After-tax Net Income. One-half of the difference between the computations of (i) and (ii) will be added to the Annual Cash Bonus calculated under (i) to arrive at the final Annual Cash Bonus.

(b) For purposes of determining the Annual Cash Bonus as of the December 31, 1997, Measurement Date, and only as of such Measurement Date: (i) the dollar amount in the left hand column of the chart set forth above in Section 2(a) of this Exhibit A shall be changed to $15.0 million in each place that $20 million appears and changed to $45 million in each place that $60 million appears and
(ii) Employee's Annual Base Salary for the year ending on December 31, 1997 shall be $750,000.

RECAPITALIZATION AND STOCK PURCHASE AGREEMENT

Among

AMERICAN AXLE & MANUFACTURING, INC.,

AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.,

JUPITER CAPITAL CORPORATION,
MR. RICHARD E. DAUCH,
MR. MORTON E. HARRIS,

and

AAM ACQUISITION, INC.

dated as of

September 19, 1997

TABLE OF CONTENTS

                                                                                                 Page
                                                                                                 ----
ARTICLE I            PURCHASE AND SALE OF ACQUIRED SHARES; RECAPITALIZATION.......................  2
                     1.1  Purchase and Sale of Acquired Shares....................................  2
                     1.2  Recapitalization........................................................  2
                     1.3  The Closing.............................................................  3
                     1.4  Phantom Stock Options...................................................  5
                     1.5  Further Assurances......................................................  6

ARTICLE II           REPRESENTATIONS AND WARRANTIES REGARDING
                     THE STOCKHOLDERS.............................................................  7
                     2.1  Ownership of Stock......................................................  7
                     2.2  Authorization, Etc. ....................................................  7
                     2.3  No Approvals or Conflicts...............................................  7

ARTICLE III          REPRESENTATIONS AND WARRANTIES REGARDING
                     THE COMPANY..................................................................  8
                     3.1  Corporate Organization..................................................  8
                     3.2  Capital Stock...........................................................  9
                     3.3  Authorization, Etc......................................................  9
                     3.4  Financial Statements.................................................... 10
                     3.5  No Undisclosed Liabilities.............................................. 10
                     3.6  No Approvals or Conflicts............................................... 11
                     3.7  Compliance with Law; Governmental Authorizations........................ 11
                     3.8  Litigation.............................................................. 12
                     3.9  Title to Assets......................................................... 12
                     3.10  Absence of Certain Changes............................................. 12
                     3.11  Taxes.................................................................. 12
                     3.12  Employee Benefits...................................................... 14
                     3.13  Labor Relations........................................................ 15
                     3.14  Patents, Trademarks, Trade Names, Etc. ................................ 15
                     3.15  Contracts.............................................................. 16
                     3.16  Environmental Matters.................................................. 16
                     3.17  Brokers' and Other Fees................................................ 16
                     3.18  Affiliated Transactions................................................ 17
                     3.19  Recalls................................................................ 17
                     3.20  Product Liability Claims............................................... 17
                     3.21  Real Property.......................................................... 17

                                                                                                 Page

                                                                                                 ----
                     3.22  Insurance.............................................................. 18
                     3.23  Required Assets........................................................ 19

ARTICLE IV           REPRESENTATIONS AND WARRANTIES REGARDING
                     PURCHASER.................................................................... 19
                     4.1  Organization............................................................ 19
                     4.2  Authorization, Etc. .................................................... 19
                     4.3  No Approvals or Conflicts............................................... 19
                     4.4  Acquisition for Investment.............................................. 20
                     4.5  Financing............................................................... 20
                     4.6  No Brokers' or Other Fees............................................... 20

ARTICLE V            COVENANTS AND AGREEMENTS..................................................... 21
                     5.1  Conduct of Business by Company.......................................... 21
                     5.2  Access to Books and Records; Cooperation................................ 22
                     5.3  Filings and Consents.................................................... 23
                     5.4  Tax Matters............................................................. 23
                     5.5  WARN Act................................................................ 26
                     5.6  Employee Benefits....................................................... 27
                     5.7  Supplements to Disclosure Schedule...................................... 27
                     5.8  Covenant to Satisfy Conditions.......................................... 27
                     5.9  Director and Officer Liability and Indemnification...................... 27
                     5.10  Contact with Customers and Suppliers................................... 28
                     5.11  Financing.............................................................. 28
                     5.12  Affiliated Transactions................................................ 28
                     5.13  Financial Statements and Reports....................................... 28
                     5.14  Section 338(h)(10) Election............................................ 29
                     5.15  Disclosure............................................................. 29

ARTICLE VI           CONDITIONS TO THE STOCKHOLDERS'
                     OBLIGATIONS.................................................................. 30
                     6.1  Representations and Warranties.......................................... 30
                     6.2  Performance............................................................. 30
                     6.3  Preferred Stock Purchase and Redemption................................. 30
                     6.4  Officer's Certificate................................................... 31
                     6.5  HSR Act................................................................. 31
                     6.6  Injunctions............................................................. 31
                     6.7  Closing Certificates.................................................... 31

                                       ii

                                                                                                 Page

ARTICLE VII                     CONDITIONS TO PURCHASER'S OBLIGATIONS............................. 31
                     7.1  Representations and Warranties.......................................... 31
                     7.2  Performance............................................................. 32
                     7.3  Preferred Stock Purchase and Redemption................................. 32
                     7.4  Park Corporation Guarantee.............................................. 32
                     7.5  Officer's Certificate................................................... 32
                     7.6  HSR Act................................................................. 32

                     7.7  Injunctions and Certain Other Matters................................... 32
                     7.8  Funding................................................................. 33
                     7.9  Resignation of Directors................................................ 33
                     7.10  Closing Certificates................................................... 33
                     7.11  Stockholder Approval................................................... 33

ARTICLE VIII                 TERMINATION.......................................................... 33
                     8.1  Termination............................................................. 33
                     8.2  Procedure and Effect of Termination..................................... 34

ARTICLE IX           MISCELLANEOUS................................................................ 35
                     9.1  Indemnification......................................................... 35
                     9.2  The Stockholders' Obligations........................................... 38
                     9.3  Fees and Expenses....................................................... 38
                     9.4  Governing Law........................................................... 39
                     9.5  Amendment............................................................... 39
                     9.6  No Assignment........................................................... 39
                     9.7  Waiver.................................................................. 39
                     9.8  Notices................................................................. 40
                     9.9  Complete Agreement...................................................... 41
                     9.10  Counterparts........................................................... 41
                     9.11  Publicity.............................................................. 41
                     9.12  Headings............................................................... 42
                     9.13  Severability........................................................... 42
                     9.14  Third Parties.......................................................... 42
                     9.15  CONSENT TO JURISDICTION AND SERVICE OF

                             PROCESS.............................................................. 42
                     9.16  WAIVER OF JURY TRIAL................................................... 42

                                                                                                Page
                                                                                                ----
SCHEDULE I
EXHIBIT A           Form of Stockholders Agreement
EXHIBIT B           Form of Park Corporation Guarantee

RECAPITALIZATION AND STOCK PURCHASE AGREEMENT

This Recapitalization and Stock Purchase Agreement (this "Agreement"), dated as of September 19, 1997, is entered into by and among American Axle & Manufacturing, Inc., a Delaware corporation (the "Company"), American Axle & Manufacturing of Michigan, Inc., a Michigan corporation and a wholly owned subsidiary of the Company ("AAMM"), Jupiter Capital Corporation, an Ohio corporation ("Jupiter"), Mr. Richard E. Dauch and Mr. Morton E. Harris (each such individual owner and Jupiter is referred to herein as a "Stockholder" and both such individuals and Jupiter are referred to herein collectively as the "Stockholders"), and AAM Acquisition, Inc., a Delaware corporation ("Purchaser").

WHEREAS, the Stockholders collectively own, beneficially and of record, an aggregate of 21,053 shares (the "Company Shares") of common stock, par value $0.01 per share (the "Company Common Stock"), of the Company, 18,261 of which are owned by Jupiter, 1,488 of which are owned by Mr. Dauch and 1,304 of which are owned by Mr. Harris;

WHEREAS, the Company Shares constitute all of the issued and outstanding shares of Company Common Stock as of the date hereof;

WHEREAS, the Stockholders desire to contribute the Company Shares to AAMM in exchange for an aggregate of 21,053 newly issued shares (the "AAMM Shares") of Common Stock, par value $0.01 per share (the "AAMM Common Stock"), of AAMM, on the terms and subject to the conditions set forth herein;

WHEREAS, in connection with the foregoing, the parties hereto desire to recapitalize the Company and the Subsidiaries by virtue of extensions of credit to the Company and certain related transactions as more fully set forth herein;

WHEREAS, the parties hereto desire that the proceeds from such extensions of credit be used to (i) repay certain indebtedness of the Company,
(ii) redeem all of the Company's issued and outstanding shares of Class A Preferred Stock, $.01 par value per share (the "Class A Preferred Stock"), (iii) distribute a cash dividend to AAMM in an amount sufficient to (x) repurchase 11,125 AAMM Shares (the "Jupiter Recapitalization Shares") to be held by Jupiter and 1,266 AAMM Shares (the "Harris Recapitalization Shares" and, together with the Jupiter Recapitalization Shares, the "Recapitalization Shares") to be held by Mr. Harris and (y) pay to Jupiter an amount equal to the estimated Election Taxes, as set forth in Schedule I hereto

(the "Election Taxes"), and (iv) consummate certain other transactions as more fully set forth herein; and

WHEREAS, in connection with the foregoing transactions, Jupiter desires to sell to Purchaser, and Purchaser desires to purchase from Jupiter, 6,602 AAMM Shares (the "Jupiter Acquired Shares") to be held by Jupiter, and Mr. Dauch desires to sell to Purchaser, and Purchaser desires to

purchase from Mr. Dauch 595 AAMM Shares (the "Dauch Acquired Shares" and, together with the Jupiter Acquired Shares, the "Acquired Shares") to be held by Mr. Dauch, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the parties hereto agree as follows:

ARTICLE I

PURCHASE AND SALE OF ACQUIRED SHARES; RECAPITALIZATION

1.1 Purchase and Sale of Acquired Shares. Each of Jupiter and Mr. Dauch agrees to sell to Purchaser, and Purchaser agrees to purchase from Jupiter and Mr. Dauch, the Acquired Shares at the Closing, free and clear of any preemptive rights, options, rights, liens, claims or other encumbrances or restrictions ("Encumbrances") and on the terms and subject to the conditions set forth in this Agreement. The aggregate purchase price for the Jupiter Acquired Shares is $110,991,372 (the "Jupiter Acquired Shares Purchase Price") and the aggregate purchase price for the Dauch Acquired Shares is $10,003,009 (the "Dauch Acquired Shares Purchase Price" and, together with the Jupiter Acquired Shares Purchase Price, the "Acquired Shares Purchase Price"), in each case payable in immediately available United States funds at the Closing in the manner provided in Section 1.3(a)(ix).

1.2 Recapitalization. The Recapitalization will consist of the following transactions, upon the terms and subject to the conditions set forth in this Agreement (collectively, the "Recapitalization"), which transactions will be consummated in the following order:

(a) At the Closing the Company shall borrow funds, provided that Purchaser shall have caused certain financial institutions (the "Lenders") to lend such funds to the Company (such borrowings are collectively referred to herein as the "Financing"), such that, when taken together with other cash available to the

Company, the Company has sufficient cash at the Closing (net of any fees, expenses and other costs required to be paid by the Company in connection with the transactions contemplated hereby) to, among other things, (i) repay the indebtedness of the Company set forth in Section 1.2(a) of the Disclosure Schedule attached hereto and made a part hereof (the "Disclosure Schedule"), and
(ii) redeem all of the Class A Preferred Stock held by Jupiter.

(b) The Stockholders shall contribute the Company Shares to AAMM in exchange for the AAMM Shares.

(c) In connection with the Recapitalization, AAMM and Jupiter shall jointly cause the election under Section 338(h)(10) of the Internal Revenue Code of 1986, as amended (the "Code"), and other related elections as described in Section 5.14.

(d) The Company shall declare and pay a dividend to AAMM in cash in an amount equal to the entire net proceeds of the Financing less amounts paid by the Company in connection with the transactions set forth in clauses (a)(i) and (a)(ii) of this Section 1.2, and immediately thereafter cancel any shares of AAMM Common Stock owned by the Company.

(e) AAMM shall pay to Jupiter an amount equal to the Election Taxes.

(f) AAMM shall repurchase the Jupiter Recapitalization Shares for a purchase price of $187,031,053 (the "Jupiter Recapitalization Cash Consideration") and shall repurchase the Harris Recapitalization Shares for a purchase price of $21,283,713 (the "Harris Recapitalization Cash Consideration"), in each case payable in immediately available funds at the Closing in the manner provided in Section 1.3(a)(vii).

(g) Purchaser shall purchase from Jupiter and Mr. Dauch the Acquired Shares as set forth in Section 1.1.

1.3 The Closing. The closing (the "Closing") of the transactions contemplated in this Agreement shall take place at the offices of Simpson Thacher & Bartlett at 425 Lexington Avenue, New York, New York, at 10:00
a.m., local time, on the second business day or as soon thereafter as practicable following the satisfaction or waiver of all of the conditions set forth in Articles VI and VII hereof

(the "Closing Date"), or at such other place and time as may be agreed upon by the Stockholders and Purchaser.

(a) At the Closing, the following transactions will be consummated in the following order:

(i) the Company shall consummate the Financing, provided that Purchaser shall have caused the Lenders to provide the Financing;

(ii) the Company shall (x) repay all amounts of outstanding indebtedness of the Company listed on Section 1.2(a) of the Disclosure Schedule and (y) redeem all of the Class A Preferred Stock held by Jupiter;

(iii) the Stockholders shall contribute the Company Shares to AAMM in exchange for the AAMM Shares;

(iv) AAMM and Jupiter shall jointly cause the election under Section 338(h)(10) of the Code, and other related elections as described in Section 5.14;

(v) the Company shall declare and pay a dividend to AAMM in cash in an amount equal to the entire net proceeds of the

Financing less amounts paid by the Company in connection with the transactions set forth in clauses (a)(ii)(x) and (a)(ii)(y) of this
Section 1.3, and immediately thereafter cancel any shares of AAMM Common Stock owned by the Company;

(vi) AAMM shall pay to Jupiter an amount equal to the estimated Election Taxes, as set forth in Schedule I hereto;

(vii) AAMM shall pay to Jupiter the Jupiter Recapitalization Cash Consideration and pay to Mr. Harris the Harris Recapitalization Cash Consideration by wire transfer of immediately available funds to such account or accounts as Jupiter and Mr. Harris may direct by written notice delivered to AAMM at least two Business Days before the Closing Date. Simultaneously with such payments and deliveries, (A) Jupiter will assign and transfer to

AAMM good and valid title in and to the Jupiter Recapitalization Shares and (B) Mr. Harris will assign and transfer to AAMM good and valid title in and to the Harris Recapitalization Shares. Each such Recapitalization Share delivered by Jupiter and Mr. Harris to AAMM shall be delivered free and clear of any Encumbrances and each certificate representing such Recapitalization Shares delivered by Jupiter and Mr. Harris shall be properly endorsed for transfer or accompanied by duly executed stock powers, in either case executed in blank or in favor of AAMM;

(viii) Purchaser will pay Jupiter the Jupiter Acquired Shares Purchase Price and pay Mr. Dauch the Dauch Acquired Shares Purchase Price by wire transfer of immediately available funds to such account or accounts as Jupiter and Mr. Dauch may direct by written notice delivered to Purchaser at least two Business Days before the Closing Date. Simultaneously with such payment and delivery, (A) Jupiter will assign and transfer to Purchaser good and valid title in and to the Jupiter Acquired Shares held by Jupiter and (B) Mr. Dauch will assign and transfer to Purchaser good and valid title in and to the Dauch Acquired Shares held by Mr. Dauch. Each such Acquired Share delivered by Jupiter and Mr. Dauch to Purchaser shall be delivered free and clear of any Encumbrances and each certificate representing such Acquired Shares delivered by Jupiter and Mr. Dauch shall be properly endorsed for transfer or accompanied by duly executed stock powers, in either case executed in blank or in favor of Purchaser; and

(ix) AAMM, Purchaser and the Stockholders shall enter into a Stockholders Agreement (the "Stockholders Agreement"), substantially in the form attached hereto as Exhibit A.

(b) All instruments and documents executed and delivered to Purchaser pursuant hereto shall be in form and substance, and shall be executed in a manner, reasonably satisfactory to Purchaser. All instruments and documents executed and delivered to the Stockholders or the Company pursuant

hereto shall be in form and substance, and shall be executed in a manner, reasonably satisfactory to the Stockholders or the Company, as applicable.

1.4 Phantom Stock Options. The Company shall take all actions necessary to provide that, immediately prior to the Closing, each phantom stock

option (each, a "Phantom Stock Option") granted to a Company employee pursuant to the Company's Phantom Stock Plan (the "Phantom Stock Plan") that is listed in
Section 1.4 of the Disclosure Schedule and is outstanding immediately prior to the Closing, whether or not then vested or exercisable, shall, effective as of the Closing and subject to any required consent of the option holder, be cancelled in exchange for (x) a single lump sum cash payment equal to the product of (1) the number of phantom shares of Common Stock subject to such Phantom Stock Option and (2) $16,811.78 less the exercise price per share of such Phantom Stock Option (the "Phantom Stock Value"), (y) newly issued AAMM options, each with a value on the Closing Date equal to the Phantom Stock Value or (z) a combination of cash and shares of AAMM Common Stock, each with a value equal to the Phantom Stock Value; provided that the foregoing shall not require any action that violates the rights of any optionee under the Phantom Stock Plan, the Phantom Stock Options or any agreements in respect thereof. The parties will allocate the deduction attributable to the cancellation of options under this Section 1.4 to the taxable period ending on the Closing Date. The parties agree that the aggregate Phantom Stock Value that is exchanged for newly issued options of AAMM (such aggregate value, the "Phantom Exchange Value") shall be (i) deducted from the amount of Acquired Share Purchase Price paid by Purchaser to Jupiter and (ii) added to the amount of Recapitalization Cash Consideration paid to Jupiter. The parties also agree that (i) the number of Jupiter Acquired Shares received from Jupiter by Purchaser shall be reduced by an amount equal to the quotient of (x) the Phantom Exchange Value divided by (y) 16,811.78 (the "Phantom Share Adjustment Amount") and (ii) the number of Recapitalization Shares purchased from Jupiter by AAMM shall be increased by the Phantom Adjustment Amount.

1.5 Further Assurances. After the Closing, each party hereto shall from time to time, at the request of the other party and without further cost or expense to such other party, execute and deliver such other instruments of conveyance and transfer and take such other actions as such other party may reasonably request in order to more effectively consummate the transactions contemplated hereby.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

REGARDING THE STOCKHOLDERS

Each Stockholder hereby represents and warrants to Purchaser, with respect to such Stockholder only, as follows:

2.1 Ownership of Stock. Each Stockholder is the record and beneficial owner of the number of shares of Company Common Stock set forth opposite such Stockholder's name in Section 2.1 of the Disclosure Schedule. The Company Shares owned by the Stockholders are owned free and clear of all Encumbrances, other than the restrictions imposed by Federal and state securities laws. Upon the consummation of the transactions contemplated hereby, Purchaser will acquire title to the Acquired Shares, free and clear of all Encumbrances, other than the restrictions imposed by Federal and state securities laws and Encumbrances arising as a result of any action taken by Purchaser or any of its affiliates ("Affiliates") as defined in Rule 12b-2 of the regulations promulgated pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act").

2.2 Authorization, Etc. Each Stockholder has full power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. The Board of Directors and the sole stockholder of Jupiter have duly approved and authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. No other action on the part of a Stockholder is necessary to approve and authorize the execution and delivery by such Stockholder of this Agreement and the consummation by each Stockholder of the transactions contemplated hereby. This Agreement has been duly and validly executed by each Stockholder and, assuming this Agreement constitutes the valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of each Stockholder, enforceable against such Stockholder in accordance with its terms, except that
(i) the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

2.3 No Approvals or Conflicts. Except as set forth in Section 2.3 of the Disclosure Schedule or expressly provided herein, neither the execution and deliv-

ery by the Stockholders of this Agreement nor the consummation by the Stockholders of the transactions contemplated hereby will (i) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the creation of any lien, security interest, charge or encumbrance upon the Stockholders' interest in the Shares under the Certificate of Incorporation or Bylaws of Jupiter or any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Stockholders or any of their respective properties may be bound, (iii) violate any order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to the Stockholders

or any of their respective properties or (iv) except for applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental or regulatory authority, which, in the case of clauses (ii), (iii) and (iv) above, would reasonably be expected, individually or in the aggregate, to have a material adverse effect on the ability of such Stockholder to consummate the transactions contemplated hereby.

ARTICLE III

REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY

The Company hereby represents and warrants to Purchaser as follows:

3.1 Corporate Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company has full corporate power and authority to own its properties and assets and to carry on its business as now being conducted and is duly qualified or licensed to do business as a foreign corporation in good standing in the jurisdictions in which the ownership of its property or the conduct of its business requires such qualification, except jurisdictions in which the failure to be so qualified or licensed would not have a material adverse effect on the business, results of operations or financial condition of the Company and its subsidiaries, taken as a whole, or on the ability of the Company to perform its obligations hereunder (it being understood that no representation or warranty is being made by the Company regarding the ability to finance the transactions contemplated hereby) (hereinafter referred to as a "Material Adverse Effect"). The Company has delivered to Purchaser complete and correct copies of the Certificate of Incorporation and all amendments thereto to the date hereof, and the Bylaws as presently in effect of the Company.

Section 3.1 of the Disclosure Schedule sets forth a list of each of the Company's subsidiaries (the "Subsidiaries"). Each Subsidiary is a corporation validly existing and in good standing under the laws of the jurisdiction of its incorporation, has the power and authority to carry on its business as now being conducted and has the power and authority to own and operate the properties and assets now owned and being operated by it. Except as set forth in Section 3.1 of the Disclosure Schedule, the Company does not own, directly or indirectly, any capital stock or other equity securities of any corporation or have any direct or indirect equity or ownership interest in any partnership, joint venture or other business.

3.2 Capital Stock. The authorized capital stock of the Company consists of (i) 36,134 shares of Company Common Stock of which, as of the close of business on the date of this Agreement, 21,053 shares were issued and outstanding, (ii) 13,334 shares of Class A Preferred Stock, of which, as of the close of business on the date of this Agreement, 13,334 shares were issued and outstanding, and (iii) 50 shares of Class B 8% Non-Voting Preferred Stock, $0.01

par value per share, none of which is issued or outstanding. As of the date of this Agreement, 1,747 shares of Common Stock were reserved for issuance upon exercise of outstanding stock options ("Company Options") pursuant to the Nonqualified Stock Option Agreement, dated as of February 27, 1994, by and between the Company and Mr. Dauch. Except as set forth above, or as a result of the exercise of the Company Options outstanding as of the date of this Agreement, and except as set forth in Section 3.2 of the Disclosure Schedule, there are no subscriptions, options, warrants, calls, rights, contracts, commitments, understandings, restrictions or arrangements relating to the issuance, sale, transfer or voting of any shares of common stock of the Company, including any rights of conversion or exchange under any outstanding securities or other instruments, other than restrictions imposed by Federal and state securities laws. All of the outstanding shares of capital stock of the Company have been validly issued and are fully paid, nonassessable and free of preemptive rights. All of the issued and outstanding shares of each Subsidiary are owned by the Company and all such shares have been duly authorized and validly issued and are fully paid and nonassessable. The Company is, and always has been, the sole owner of all the issued and outstanding shares of AAMM. The AAMM Shares, when issued and delivered to the Stockholders at the Closing in accordance with the terms hereof, shall have been duly authorized and validly issued and, upon receipt by AAMM of the Company Shares, shall be fully paid and nonassessable.

3.3 Authorization, Etc. Each of the Company and AAMM has full corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of each of the

Company and AAMM, and the sole stockholder of AAMM, have duly approved and authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and no other action on the part of the Company or AAMM is necessary to approve and authorize the execution and delivery by the Company and AAMM of this Agreement and the consummation by the Company and AAMM of the transactions contemplated hereby. This Agreement has been duly and validly executed by each of the Company and AAMM and, assuming this Agreement constitutes the valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of the Company and AAMM, enforceable against the Company and AAMM in accordance with its terms, except that (i) the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

3.4 Financial Statements. The Company has previously delivered to Purchaser copies of the following financial statements: (a) the audited Balance Sheets of the Company as of December 31, 1995 and 1996 and the Statements of Income, Shareholders' Equity and Cash Flows of the Company for the years ended December 31, 1995 and 1996, together with the notes thereto, and the unqualified opinion of Ernst & Young LLP, the Company's independent auditors

(the "Audited Financial Statements") and (b) the balance sheet of the Company as of June 30, 1997 (the "Balance Sheet") and the Statements of Income, Shareholders' Equity and Cash Flows of the Company for the six months ended June 30, 1997 (collectively with the Audited Financial Statements, the "Financial Statements"). The Financial Statements fairly present the consolidated financial position and results of operations of the Company as of the dates and for the periods indicated. Each of the Financial Statements has been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis except as disclosed in the footnotes thereto (if applicable) and, with respect to financial statements referred to in clause (b), subject to normal year-end adjustments.

3.5 No Undisclosed Liabilities. Except as disclosed in Section 3.5 of the Disclosure Schedule, the Company and the Subsidiaries have no liabilities or obligations, whether accrued, absolute or contingent that are required to be reflected on or disclosed in a balance sheet of the Company prepared in accordance with GAAP (including appropriate footnote disclosure), other than (i) liabilities and obligations that are reflected, accrued or reserved for or disclosed in the Balance Sheet, (ii) obligations incurred in the ordinary course of business and consistent with past

practice since the date of the Balance Sheet and (iii) other liabilities and obligations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

3.6 No Approvals or Conflicts. Except as set forth in Section 3.6 of the Disclosure Schedule or expressly provided herein, neither the execution and delivery by the Company and AAMM of this Agreement nor the consummation by the Company and AAMM of the transactions contemplated hereby will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or Bylaws of the Company or AAMM, (ii) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties of the Company or any of the Subsidiaries, under any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which the Company or any of the Subsidiaries or any of their respective properties may be bound, (iii) violate any order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to the Company or any of the Subsidiaries or any of their respective properties or (iv) except for applicable requirements of the HSR Act, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental or regulatory authority, which, in the case of clauses (ii), (iii) and (iv) above, would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

3.7 Compliance with Law; Governmental Authorizations. Except as set forth in Section 3.7 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries are in violation of any order, injunction, judgment,

ruling, law or regulation of any court or governmental authority applicable to the property or business of the Company which violation or violations would be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect. Except as set forth in Section 3.7 of the Disclosure Schedule, the licenses, permits and other governmental authorizations held by the Company and its Subsidiaries are valid and sufficient for the conduct of the Company's businesses as currently conducted, except where the failure to hold such licenses, permits and other governmental authorizations would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

3.8 Litigation. Except as set forth in Section 3.8 of the Disclosure Schedule, as of the date of this Agreement, there are no actions, proceedings or investigations pending or, to the knowledge of the Company, threatened against the

Company or any of the Subsidiaries, before any court or governmental or regulatory authority or body which, if adversely determined, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

3.9 Title to Assets. Except as set forth in Section 3.9 of the Disclosure Schedule, on June 30, 1997, the Company had and, except with respect to assets disposed of in the ordinary course of business since June 30, 1997, the Company now has, good and valid title to all the properties and assets owned by the Company and reflected on the Balance Sheet or which would have been reflected on the Balance Sheet if acquired prior to June 30, 1997 free and clear of all Encumbrances of any nature except for (i) exceptions to title as set forth in Section 3.9 of the Disclosure Schedule; (ii) mortgages and encumbrances which secure indebtedness or obligations which are properly reflected on the Balance Sheet; (iii) liens for Taxes (as defined in Section 3.11) not yet payable or any Taxes being contested in good faith; (iv) liens arising as a matter of law in the ordinary course of business, provided that the obligations secured by such liens are not delinquent or are being contested in good faith; and (v) such imperfections of title and encumbrances, if any, as would not reasonably be expected, individually or in the aggregate, to materially impair the value of such properties and assets, taken as a whole (together, the "Permitted Encumbrances"). The Company owns, or has valid leasehold interests or other contractual rights in, all material tangible properties and assets used in the conduct of the Company's business as presently conducted. None of the Subsidiaries owns any material tangible properties or assets.

3.10 Absence of Certain Changes. Except as disclosed in
Section 3.10 of the Disclosure Schedule, since June 30, 1997 (i) the business of the Company has been conducted only in the ordinary course and consistent with past practice in all material respects, (ii) the Company has not suffered a Material Adverse Effect and (iii) neither the Company nor any of the Subsidiaries has taken any action which would require the consent of Purchaser under Section 5.1(b) had such action been taken by the Company or any Subsidiary after the date hereof.

3.11 Taxes. (a) The Company, or an Affiliate or other

representative of the Company on its behalf, has (i) duly filed with the appropriate Federal, state, local and foreign taxing authorities all material Tax Returns (as defined below) required to be filed by or with respect to the Company and the Subsidiaries, and (ii) paid or made provision for in the Balance Sheet all material Taxes (as defined below) due and required to be paid by the Company and the Subsidiaries regardless of whether shown as being owed on such required Tax Returns. Except as set forth in Section 3.11 of the Disclosure Schedule, as of the date of this Agreement, (i) neither

the Company nor any Affiliate or, to the Company's knowledge, other representative of the Company has received any written notice of deficiency or assessment from any Federal, state, local or foreign taxing authority with respect to liabilities for material Taxes of the Company or any member of the consolidated, combined or unitary group, of which the Company is or was at any time a member (the "Tax Group") which have not been paid or finally settled and any such deficiency or assessment disclosed in Section 3.11 of the Disclosure Schedule is being contested in good faith through appropriate proceedings; (ii) no audit of any Tax Return concerning the Company or any member of the Tax Group is pending, being conducted, or, to the knowledge of the Company and the Stockholders, threatened to be instituted by a Tax authority for periods during which the Company was a member of the Tax Group; (iii) no extension of the statute of limitations on the assessment of any Taxes has been granted to the Company or any member of the Tax Group and is currently in effect for periods during which the Company was a member of the Tax Group; (iv) no consent under
Section 341(f) of the Internal Revenue Code of 1986, as amended (the "Code") has been filed with respect to the Company or any member of the Tax Group; (v) neither the Company nor any of the Subsidiaries is a party to any agreement or arrangement that would result, separately or in the aggregate, in the actual or deemed payment by the Company of any "excess parachute payments" within the meaning of Section 280G of the Code; (vi) the Company has not been at any time a member of any partnership or joint venture or the holder of a beneficial interest in any trust for any period for which the statute of limitations for any Tax has not expired; (vii) the Company has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code;
(viii) the Company is not doing business in or engaged in a trade or business in any jurisdiction in which it has not filed all required income or franchise Tax Returns; (ix) all Taxes required to be withheld, collected or deposited by or with respect to the Company and the Subsidiaries have been timely withheld, collected or deposited, as the case may be, and, to the extent required, have been paid to the relevant taxing authority; (x) no power of attorney that is currently in force has been granted with respect to any matter relating to Taxes that could materially affect the Tax liability of the Company and the Subsidiaries; (xi) neither the Company nor any of the Subsidiaries is a party to any written or unwritten tax sharing agreement or indemnity agreement or agreement executed or agreed to on or prior to the date of this Agreement; (xii)
Section 3.11 of the Disclosure Schedule sets forth, to the Company's best knowledge as of the date of this Agreement, the actual and estimated tax bases of the Company's inventory and property, plant and equipment as of December 31, 1996 and the date of this Agreement; and (xiii) the Company has no liability for

any due and owing Taxes of any person other than the Company under

Treasury regulation section 1.1502-6 (or any similar provision of state, local or foreign law).

(b) For purposes of this Agreement, "Taxes" shall mean all taxes, charges, fees, levies, penalties or other assessments imposed by any United States Federal, state, local or foreign taxing authority, including, but not limited to, income, gross receipts, service, leasing, occupation, excise, property, sales and use, transfer, gains, franchise, payroll, withholding, social security or other taxes, including any interest, penalties or additions attributable thereto.

(c) For purposes of this Agreement, "Tax Return" shall mean any return, amended return, report, information return or other document (including any related or supporting information) filed or required to be filed with any taxing authority with respect to Taxes.

3.12 Employee Benefits. (a) Section 3.12 of the Disclosure Schedule sets forth a true and complete list of each employee benefit or compensation plan, program and contract, including, but not limited to, any employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any multiemployer plan within the meaning of Section 3(37) of ERISA, to which the Company or any of the Subsidiaries is a party, under which any employee or former employee of the Company has any present or future right to benefits, with respect to which the Company or any of the Subsidiaries could incur liability under ERISA or the Code that is maintained for employees or former employees of the Company or any of the Subsidiaries and to which the Company or any of the Subsidiaries or any trade or business, whether or not incorporated, that together with the Company or any of the Subsidiaries would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA (an "ERISA Affiliate"), is obligated to contribute (the "Plans"). Each Plan has been maintained in substantial compliance with all applicable laws and has been operated in all material respects in compliance with its terms. Except as set forth in Section 3.12 of the Disclosure Schedule, (i) no Plan has an accumulated or waived funding deficiency within the meaning of Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) no proceedings have been instituted to terminate any Plan that is subject to Title IV of ERISA. Any Plan intended to be "qualified" (within the meaning of Section 401(a) of the Code) either (x) has received a favorable Determination Letter from the Internal Revenue Service and, to the knowledge of the Company, no event has occurred nor condition exists which could reasonably be expected to result in the revocation of such Determination Letter, or (y) is the subject of an application for such a Determination Letter.

(b) No event has occurred which would subject the Company or any of the Subsidiaries to liability under the terms of any Plan (including solely for this purpose, any Plan maintained by any ERISA Affiliate of the Company) under ERISA, the Code or any other applicable law which, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

3.13 Labor Relations. Except as set forth in Section 3.13 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries is a party to any collective bargaining agreement, labor contract or letter of understanding with a union or labor organization applicable to employees of the Company nor are any of its employees represented by any other union or labor organization. Except as set forth in Section 3.13 of the Disclosure Schedule,
(i) the Company and the Subsidiaries are in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, except for such violations that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Affect, (ii) neither the Company nor any of the Subsidiaries is engaged in any unfair labor practice which has had or is reasonably expected to have a Material Adverse Effect, and (iii) there is no labor strike, material slowdown or stoppage or material labor dispute actually pending or, to the knowledge of the Company, threatened against the Company or any of the Subsidiaries.

3.14 Patents, Trademarks, Trade Names, Etc. Section 3.14 of the Disclosure Schedule contains a list of all patents, trademarks, trade names and copyrights (collectively, "Intellectual Property") used or owned by the Company or any of the Subsidiaries as of the date of this Agreement which are material to the Company and the Subsidiaries, taken as a whole, and a list of all material licenses and other agreements (collectively, "License Agreements") relating thereto. Except as set forth in Section 3.14 of the Disclosure Schedules, (i) the consummation of the transactions contemplated by this Agreement will not materially impair any right to use the Intellectual Property or the License Agreements, and (ii) as of the date of this Agreement, the Company has received no written notice of any claims by any person to the use of any such Intellectual Property, or challenging or questioning the validity or effectiveness of any such License Agreement, which claims, if adversely decided, would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Since January 1, 1995, to the knowledge of the Company, no third party has interfered with, infringed upon, misappropriated, or violated any such Intellectual Property rights of the Company in any material respect.

3.15 Contracts. Except as may be permitted by Section 5.1,
Section 3.15 of the Disclosure Schedule sets forth a complete and accurate list of all material contracts, agreements and understandings to which the Company or any of the Subsidiaries is a party which require ongoing annual payments in excess of $1.0 million. Except as set forth in Section 3.15 of the Disclosure Schedule, (i) each of the contracts, agreements and understandings to which the Company or any of the Subsidiaries is a party or by which any of their respective assets or operations may be bound is in full force and effect, except where the failure to be in full force and effect would not reasonably be

expected, individually or in the aggregate, to have a Material Adverse Effect and (ii) there are no existing defaults by the Company or any of the Subsidiaries thereunder, which defaults would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

3.16 Environmental Matters. Except as set forth in Section 3.16 of the Disclosure Schedule, since January 1, 1995 neither the Company nor any of the Subsidiaries has received any written notice alleging the present or past violation of any applicable Federal, state or local laws or regulations related to the protection of human health or the environment ("Environmental Laws") which would reasonably be expected to result in a Material Adverse Effect and (i) the Company and the Subsidiaries are and have been in compliance with all Environmental Laws, (ii) the Company and the Subsidiaries have obtained and are and have been in compliance with all required governmental environmental permits with respect to the business of the Company as currently conducted,
(iii) no hazardous waste, substance or material has been stored, treated, released or disposed of by the Company or any of the Subsidiaries or, to the knowledge of the Company, by any other person, on the real property owned, operated or leased by the Company except in compliance with applicable Environmental Laws and (iv) the Company and the Subsidiaries have disposed of their respective hazardous waste products with respect to the operations of the Company's business in compliance with Environmental Laws except, in each case referred to in clauses (i) through (iv) above, where such failure to be in compliance or to obtain, store, treat or dispose of would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

3.17 Brokers' and Other Fees. Except for the fees payable by the Company as set forth in Section 9.3, no broker, finder or investment banker is entitled to any fee or commission from the Company in connection with the transactions contemplated hereby upon arrangements made by or on behalf of the Stockholders.

3.18 Affiliated Transactions. Section 3.18 of the Disclosure Schedule contains accurate summaries of the principal terms of all arrangements, relationships and transactions between the Company or any of the Subsidiaries and any of the Stockholders or any director, officer, employee or any other Affiliate of the Company, the Subsidiaries or any of the Stockholders since January 1, 1995 other than arrangements, relationships and transactions with officers or employees in the ordinary course of employment.

3.19 Recalls. Section 3.19 of the Disclosure Schedule sets forth a summary of each recall (voluntary or involuntary) of products manufactured by the Company or any of the Subsidiaries (or recalls of any vehicles because of a problem relating to products manufactured by the Company or any of the Subsidiaries) since January 1, 1995, describing in each case the nature of the problem giving rise to such recall, the number of vehicles or products recalled, and the aggregate costs incurred by the Company for each such recall. Except as set forth on Section 3.19 of the Disclosure Schedule, the Company has no knowledge of any defects which could reasonably be expected to result in a recall (voluntary or involuntary) of products manufactured by the Company or any Subsidiary (or vehicles containing products manufactured by the

Company or any Subsidiary) within the next two years.

3.20 Product Liability Claims. Section 3.20 of the Disclosure Schedule sets forth a summary of each Product Liability Claim (as defined below) in excess of $50,000 paid by the Company or any of the Subsidiaries during the past three years, and each outstanding Product Liability Claim in excess of $50,000. Except as set forth on Section 3.20 of the Disclosure Schedule, the Company has no knowledge of any design or manufacturing defects which could reasonably be expected to result in future Product Liability Claims that would reasonably be expected to result in a Material Adverse Effect. For purposes of this Section 3.20, the term "Product Liability Claim" shall mean any claim arising out of any injury to individuals or property as a result of the ownership, possession, or use of any vehicle or product manufactured, sold, leased or delivered by the Company or any of the Subsidiaries.

3.21 Real Property. (a) The Company has good and marketable fee simple title to the real property owned by the Company (the "Real Property"), free and clear of all Encumbrances other than Permitted Encumbrances, and the Company is in possession of the Real Property. The Company has rights of ingress and egress with respect to the Real Property and the manufacturing plants and other facilities located on such Real Property (the "Facilities") adequate to conduct its business as currently conducted.

(b) The Company has valid and subsisting leasehold estate in and the right to quiet enjoyment of the real properties subject to the real property leases (the "Real Property Leases") for the full term thereof. Each Real Property Lease is in full force and effect except where the failure to be in full force and effect would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(c) The Company has heretofore made available to Purchaser prior to the execution of this Agreement true and complete copies (to the extent in the possession of the Company) of (i) all legal descriptions and surveys with respect to the Real Property and (ii) all Real Property Leases (including any amendments and renewal letters).

(d) No material Real Property is subject to any option, rights of first refusal or other contractual rights to purchase, acquire, sell or dispose of such Real Property or any portion thereof or interest therein. There are no condemnation or appropriation proceedings pending or, to the knowledge of the Company, threatened against any of the Real Property or the Facilities.

(e) The Subsidiaries do not own any Real Property and are not parties to any Real Property Leases.

3.22 Insurance. Section 3.22 of the Disclosure Schedule sets forth a list of the material insurance policies applicable to the business of the Company and, as of the date of this Agreement, all current claims under such policies, except for workers' compensation claims incurred in the ordinary

course of business. Each policy referred to in the Disclosure Schedule is valid and binding and in full force and effect, no premiums due thereunder have not been paid (within any applicable grace period) and the Company has not received any notice of cancellation or termination in respect of any such policy or is in default thereunder in any material respect. Except as disclosed in Section 3.22 of the Disclosure Schedule and except for workers' compensation claims incurred in the ordinary course of business, the Company has not received written notice, as of the date of this Agreement, that any insurer under any such policy is denying liability with respect to a current claim thereunder or defending any claim under a reservation of rights clause.

3.23 Required Assets. The Company and the Subsidiaries own, lease or have licenses or other contractual rights to use all of the material tangible and intangible assets used by them in the conduct of the Company's business as presently conducted.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES REGARDING PURCHASER

Purchaser hereby represents and warrants to the Stockholders as follows:

4.1 Organization. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

4.2 Authorization, Etc. Purchaser has full corporate power and authority to execute and deliver this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Purchaser has duly approved and authorized the execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby, and no other corporate proceedings on the part of Purchaser are necessary to approve and authorize the execution and delivery by Purchaser of this Agreement and the consummation by Purchaser of the transactions contemplated hereby. This Agreement has been duly and validly executed by Purchaser and, assuming this Agreement constitutes the valid and binding agreement of the other parties hereto, constitutes a valid and binding agreement of Purchaser, enforceable against Purchaser in accordance with its terms, except that (i) the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

4.3 No Approvals or Conflicts. Except as set forth in Section 4.3 of the Disclosure Schedule, neither the execution and delivery by Purchaser of this Agreement nor the consummation by Purchaser of the transactions contemplated hereby will (i) violate, conflict with or result in a breach of any provision of the Certificate of Incorporation or By-laws of Purchaser, (ii)

violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the creation of any lien, security interest, charge or encumbrance upon any of Purchaser's properties under, any note, bond, mortgage, indenture, deed of trust, license, franchise, permit, lease, contract, agreement or other instrument to which Purchaser or its subsidiaries or any of their respective properties may be bound, (iii) violate any

order, injunction, judgment, ruling, law or regulation of any court or governmental authority applicable to Purchaser or its subsidiaries or any of their respective properties, or (iv) except for applicable requirements of the Exchange Act and the HSR Act, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any governmental or regulatory authority or other third party, which, in the case of clauses (ii),
(iii) and (iv) above, would have a material adverse effect on the business, operations or financial condition of Purchaser and its subsidiaries, considered as a single enterprise or on Purchaser's ability to consummate the transactions contemplated hereby.

4.4 Acquisition for Investment. Purchaser acknowledges that neither the offer nor the sale of the Shares has been registered under the Securities Act. Purchaser is acquiring the Shares solely for its own account and not with a view to any distribution or other disposition of such Shares, and the Shares will not be transferred except in a transaction registered or exempt from registration under the Securities Act.

4.5 Financing. Purchaser has delivered to the Stockholders true and complete copies of all debt commitment letters of the Lenders received by Purchaser with respect to the Financing (the "Debt Commitment Letters"), as well as the equity commitment letter of Blackstone Capital Partners II Merchant Banking Fund L.P. ("Blackstone") with respect to the Acquired Shares Purchase Price (together with the Debt Commitment Letters, the "Commitment Letters"). The proceeds of the Financing and the equity contribution referred to above will be sufficient to enable AAMM, the Company and Purchaser to consummate the transactions contemplated by this Agreement. On the Closing Date, the capital structure of Purchaser will be as set forth in Section 4.5 of the Disclosure Schedule.

4.6 No Brokers' or Other Fees. Except for the fees payable by Purchaser, AAMM or the Company as set forth in Section 9.3, no broker, finder or investment banker is entitled to any fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of Purchaser.

ARTICLE V

COVENANTS AND AGREEMENTS

5.1 Conduct of Business by Company. The Company covenants that, except (i) for actions taken to implement this Agreement and the transactions contemplated hereby, (ii) as disclosed in Section 5.1 of the Disclosure Schedule, or (iii) as consented to in writing by Purchaser, from and after the date of this Agreement and until the Closing Date, the Company shall:

(a) use reasonable best efforts consistent with good business judgment to preserve intact the present business organization of the Company and to operate the Company in the ordinary course of business consistent with past practice in all material respects;

(b) not (i) issue or sell any shares of capital stock or other securities of the Company or any options, warrants or commitments of any kind with respect thereto, other than the issuance of Common Stock upon exercise of the Company Options to purchase up to 1,747 shares of Common Stock,
(ii) directly or indirectly purchase, redeem or otherwise acquire or dispose of any shares of capital stock of the Company; (iii) declare, set aside or pay any dividend or other distribution or advance on its capital stock or make any other distribution to its stockholders, except for the payment of accrued and unpaid dividends on the outstanding Class A Preferred Stock if and as declared; (iv) borrow or agree to borrow any funds or incur, whether directly or by way of guarantee, any obligation for borrowed money; (v) subject any of the property or assets of the Company (real, personal or mixed, tangible or intangible) to any material mortgage, pledge, lien or encumbrance or otherwise permit or allow the sale or other disposition of any material property or assets of the Company (real, personal or mixed, tangible or intangible), other than the sale of the Company's products in the ordinary course of business consistent with past practice; (vi) make any material change in its accounting policies from those applied in the preparation of the Financial Statements; (vii) make any capital expenditures not set forth in the Capital Plan dated July 17, 1997, a copy of which has been previously provided to Purchaser, except for capital expenditures not in excess of $250,000 individually or $500,000 in the aggregate; (viii) modify or change in any material respect, or enter into or terminate, any material contract or commitment; (ix) acquire an equity interest in, or the assets of, any other corporation or entity; (x) waive any claims or rights relating to the Company's business, except in the ordinary course of business and consistent with past practice in an amount not to exceed $100,000 in the aggregate; (xi) increase the compensation payable or to

become payable to any of its directors, officers or employees or take any action with respect to the grant of any severance or termination pay, or stay bonus or other incentive arrangement (other than pursuant to benefit plans and policies in effect on the date of this Agreement), except any increases or grants made in the ordinary course of business consistent with past practice; (xii) make any material Tax election or pay any amounts under, or in respect of, any tax sharing agreement or arrangement, except for payments in accordance with the Tax Sharing Agreement; (xiii) amend its certificate of incorporation or bylaws;

(xiv) enter into any agreements or arrangements with an Affiliate; (xv) take any action that would, or that could reasonably be expected to, result in any of the representations or warranties of the Company set forth in this Agreement to become untrue; or (xvi) agree to do any of the foregoing.

5.2 Access to Books and Records; Cooperation.

(a) The Company shall, and shall cause each of its Subsidiaries to, afford to Purchaser, and to Purchaser's accountants, counsel and other representatives, reasonable access and permit them to make such inspections as they may reasonably require during normal business hours, including all available environmental reviews or audits, during the period from the date of this Agreement through the Closing to their respective properties, books, contracts, commitments and records. The Company and its Subsidiaries shall furnish or cause to be furnished to Purchaser such financial and operating data and other information with respect to the business and properties of the Company, including access to the work papers of the Company's independent auditors, as Purchaser may from time to time reasonably request, and Purchaser and its representatives shall be entitled, in consultation with the Company, to such access to the representatives, officers and employees of the Company as Purchaser may reasonably request. Purchaser will hold, and will cause its affiliates, associates and representatives to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement, dated as of February 19, 1997, between The Blackstone Group L.P. and the Company (the "Confidentiality Agreement").

(b) AAMM, the Company and Purchaser agree that from the Closing Date and until the fifth anniversary of the Closing, during normal business hours, AAMM and the Company shall permit, at no charge, cost or expense to AAMM, the Company or Purchaser and without disruption of AAMM's, the Company's or Purchaser's businesses, the Stockholders and their respective auditors and other representatives to have reasonable access to the tax, financial and

accounting records relating to the Company's business prior to the Closing Date and to examine and, at the Stockholders' expense, take copies thereof.

(c) AAMM and the Company agree not to destroy at any time prior to the fifth anniversary of the Closing Date any books or records of AAMM or the Company without giving reasonable notice to the Stockholders, and within 30 days of receipt of such notice, the Stockholders may cause to be delivered to the Stockholders the records intended to be destroyed, at the Stockholders' expense.

5.3 Filings and Consents. Each of the Stockholders, the Company and AAMM, on the one hand, and Purchaser, on the other hand, shall use all reasonable efforts to obtain and to cooperate in obtaining any consent, approval, authorization or order of, and in making any registration or filing with, any governmental agency or body or other third party required in connection with the execution, delivery or performance of this Agreement. The

parties agree to cause to be made all appropriate filings under the HSR Act as soon as practicable and to diligently pursue early termination of the waiting period under such Act.

5.4 Tax Matters.

(a) Mutual Cooperation. As soon as practicable, but in any event within 30 days after any Stockholder's or Purchaser's request, as the case may be, Purchaser shall cause the Company to deliver to the Stockholders, or the Stockholders shall deliver to the Company, such information and other data in the possession of the Stockholders, Purchaser or the Company relating to the Company's business prior to the Closing Date, as the case may be, and shall provide such other assistance as may reasonably be requested, relating to the Tax Returns and Taxes of the Company, including such information and assistance customarily required by the Stockholders or Purchaser, as the case may be, to cause the payment of all Taxes or to permit the preparation of any Tax Returns or to respond to audits by any taxing authorities with respect to any Tax Returns or Taxes of the Company or to otherwise enable the Stockholders or the Company, as the case may be, to satisfy their accounting or Tax requirements. The party requesting information or assistance hereunder shall reimburse the other party for reasonable expenses incurred in connection therewith. Notwithstanding Section 5.2(c), for a period of seven years after the Closing, and, if at the expiration thereof any Tax audit or judicial proceeding is in progress or the applicable statute of limitations has been extended, for such longer period as such audit or judicial proceeding is in progress or such statutory period is extended, Purchaser shall cause the Company to, maintain and make available to the Stockholders, on the Stockholders' reasonable request, copies of any and all

information, books and records referred to in this Section 5.4(a). After such period, Purchaser or the Company may dispose of such information, books and records, provided that prior to such disposition Purchaser shall give the Stockholders a reasonable opportunity to take possession of such information, books and records. Purchaser shall have the right to review any Tax Returns or portions thereof filed with respect to the Company prior to the Closing Date, which Tax Returns shall be filed and prepared in accordance with past practice utilized in filing prior Tax Returns, including estimated Tax Returns.

(b) Contests. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes or affects the Tax reporting position of the Company for periods ending prior to the Closing Date, the Company shall, promptly upon receipt by Purchaser or the Company of notice thereof, inform the Stockholders, and the Stockholders shall have the right, at their expense, to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, to the extent such proceedings affect the amount of Taxes with respect to which the Company and Purchaser are entitled to indemnification pursuant to Section 9.1, provided that the Stockholders shall not be entitled to settle any claim for Taxes that would have the consequence of adversely affecting the liability for Taxes of the Company or its Subsidiaries for any period after the Closing Date to any extent

(including, but not limited to, the imposition of income tax deficiencies, reduction of asset basis or cost adjustments, the lengthening of any amortization or depreciation periods or the denial of amortization or depreciation deductions) without the prior written consent of Purchaser. Such consent shall not be unreasonably withheld and shall not be necessary to the extent the Stockholders have indemnified Purchaser and the Company against the effects of any such settlement. Purchaser, the Company and their representatives may also participate in any such proceedings at their own expense. Whenever any taxing authority asserts a claim, makes an assessment or otherwise disputes the amount of Taxes with respect to which the Company and Purchaser are not entitled to indemnification pursuant to Section 9.1 because such Taxes are not covered by the indemnification provisions set forth in this Agreement, the Stockholders shall, promptly upon receiving notice thereof, inform Purchaser. The Company shall have the right to control any resulting proceedings and to determine whether and when to settle any such claim, assessment or dispute, but only to the extent such proceedings affect the amount of Taxes for which the Company is not entitled to indemnification pursuant to Section 9.1. The Stockholders and their representatives may also participate in any such proceedings at their own expense. Purchaser shall not (and shall cause the Company not to) file or amend any Tax Return with respect to periods ending on or prior to the Closing Date. Notwithstanding anything set forth herein, if a taxing authority requests an

extension of the statute of limitations for assessment and the Stockholders control such proceeding, the extension shall not be granted if the statute of limitations would be extended to a date after five years following the Closing Date.

(c) Tax Sharing Agreements. (i) All tax sharing agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder, provided that Jupiter shall allocate the Taxes paid with respect to the consolidated, combined or unitary group of which Jupiter is a member (the "Tax Group") to the Tax liability of the Company and its Subsidiaries for purposes of Regulation ss. 1.1502-75(f)(2). Neither Jupiter nor any other member of the Tax Group shall seek a refund with respect to Taxes attributable to the Company's inclusion in the Tax Group without the prior written consent of the Company. In the event the Company consents to the application for such a refund, Jupiter shall pay to the Company any amounts received pursuant to such refund application. Notwithstanding the foregoing, Jupiter or any member of the Tax Group may seek and retain a refund with respect to Taxes attributable to adjustments to the income, deductions, or other items of any entity that is part of the Tax Group for the period relating to the refund; provided, that any such refund that results from adjustments to the Taxes of the Company prior to the Closing Date shall be paid to the Company; provided, further, that notwithstanding the foregoing, any refund or credit resulting from an ineffective or invalid election under Section 338(h)(10) of the Code, or any comparable state or local laws, shall be paid to Jupiter.

(ii) Upon the later of (i) 60 days following the

Closing Date and (ii) the first quarterly estimated payment date for Federal income taxes following the Closing Date, the Company, in consultation with Jupiter, shall deliver written notice of (x) the total amount of Federal income tax due from the Company for 1997 through the Closing Date (the "Closing Period"), as determined consistent with past practices, calculated assuming no Section 338(h)(10) election is made (the "Total Hypothetical Taxes"), and (y) the sum of all amounts paid by the Company to Jupiter or any Affiliate of Jupiter (other than the Company) with respect to the Closing Period pursuant to the terms of the Tax Sharing Agreement (the "Sharing Payments"). Within two business days after receipt of such notice (i) the Company shall deliver an amount equal to the Total Hypothetical Taxes less the Sharing Payments to an account or accounts specified in writing by Jupiter by wire transfer of immediately available funds, in the event

the Total Hypothetical Taxes exceed the Sharing Payments, or (ii) Jupiter shall deliver an amount equal to the Sharing Payments less the Total Hypothetical Taxes to an account or accounts specified in writing by the Company by wire transfer of immediately available funds, in the event the Sharing Payments exceed the Total Hypothetical Taxes.

(d) Certain Taxes. All transfer, gains, documentary, sales, use, stamp, registration and other such Taxes and fees (including any penalties and interest) imposed on the Company or the Stockholders and incurred in connection with this Agreement which accrue on or prior to the Closing Date ("Transfer Taxes") shall be paid by the Stockholders when due, and the Stockholders will, at their own expense, file all necessary Tax Returns and other documentatio with respect to all such transfer, documentary, sales, use, stamp, registration and other Taxes and fees, and if required by applicable law. Purchaser will, and will cause the Company and its Subsidiaries to, join in the execution of any such Tax Returns and other documentation (including documentation providing exemptions or refunds of Transfer Taxes, any such refunds to be paid to the Stockholders).

(e) Certain Other Matters. Except for obligations with respect to Taxes for which the Company and Purchaser are entitled to indemnification pursuant to Section 9.1, the Company shall be liable for and shall pay promptly any and all Taxes imposed on the Stockholders (or promptly reimburse the Stockholders for any such Taxes paid by the Stockholders) with respect to the Company or imposed on the Company.

(f) Prior to the Closing Date, the Company shall either (i) file its Tax Returns for the taxable year ending December 31, 1996 and provide such Tax Returns to Purchaser or (ii) provide a pro forma Tax Return to Purchaser, as filed and/or prepared, as the case may be, by the Company in accordance with past practice utilized in filing prior Tax Returns, including estimated Tax Returns.

5.5 WARN Act. Purchaser and the Stockholders agree that for

purposes of the United States Worker Adjustment and Retraining Notification Act (the "WARN Act"), the Closing Date shall be the "effective date" as such term is used in the WARN Act. Purchaser acknowledges and represents that it has no present intent to effectuate a "mass layoff" or "plant closing" with respect to AAMM or the Company as defined in the WARN Act. Purchaser agrees that from and after the Closing Date AAMM and the Company shall be responsible for any notification required under the WARN Act with respect to AAMM or the Company, as

applicable, and AAMM and the Company shall indemnify the Stockholders and hold the Stockholders harmless from and against all fines and other payments which may become due under the WARN Act with respect to AAMM and the Company.

5.6 Employee Benefits. Immediately after the Closing, the Company shall have the same responsibilities and rights with respect to any Plan or employee benefit or labor contract, plan, program, agreement, policy or arrangement including any employment agreement, severance agreement, option agreement or collective bargaining agreement in effect and disclosed to Purchaser on the date hereof as the Company had prior to the Closing.

5.7 Supplements to Disclosure Schedule. From time to time prior to the Closing, the Stockholders, the Company and Purchaser will promptly supplement or amend the sections of the Disclosure Schedule relating to their respective representations and warranties in this Agreement with respect to any matter, condition or occurrence hereafter arising which, if existing or occurring at the date of this Agreement, would have been required to be set forth or described in their respective sections of the Disclosure Schedule. Except with respect to a supplement or amendment not objected to in writing by the Stockholders, the Company or Purchaser within ten business days after receipt thereof, no supplement or amendment by the Stockholders, the Company or Purchaser shall have any effect for the purpose of (i) determining satisfaction by the Stockholders of the conditions set forth in Sections 6.1 and 6.2 hereof or (ii) determining satisfaction by Purchaser of the conditions set forth in Sections 7.1 and 7.2 hereof.

5.8 Covenant to Satisfy Conditions. Each party agrees to use reasonable best efforts to ensure that the conditions set forth in Article VI and Article VII hereof are satisfied, insofar as such matters are within the control of such party.

5.9 Director and Officer Liability and Indemnification. For a period of seven years after the Closing, Purchaser shall not permit AAMM or the Company to amend, repeal or modify any provision in its respective Certificate of Incorporation or Bylaws relating to the exculpation or indemnification of former officers and directors (unless required by law), it being the intent of the parties that the officers and directors of AAMM and the Company prior to the Closing shall continue to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable law. Notwithstanding the foregoing, the provisions of this Section 5.9 may not be relied upon by the Stockholders to avoid liability in connection with any indemnification claim made by a Purchaser Indemnified Party (as defined herein) pursuant to Section

9.1(a) of this Agreement.

5.10 Contact with Customers and Suppliers. Purchaser and its representatives shall contact and communicate with the employees, customers, suppliers and licensors of the Company in connection with the transactions contemplated hereby only with the prior written consent of the Stockholders, which consent may be conditioned upon a designee of the Stockholders being present at any such meeting or conference.

5.11 Financing. The Company, AAMM and their respective officers and employees will provide all reasonable cooperation in connection with the arrangement of the Financing, including without limitation the execution and delivery of any commitment letters, pledge and security documents, other definitive financing documents, or other requested agreements, certificates or documents, including any indemnity agreements, in connection with the closing of the Financing as may be reasonably requested by Purchaser. Purchaser hereby agrees to use its reasonable best efforts, subject only to the conditions set forth in the Commitment Letters, to arrange the Financing, including using its reasonable best efforts (i) to assist the Company in the negotiation of definitive agreements with respect to the Financing and (ii) to satisfy all conditions applicable to Purchaser in such definitive agreements; provided, however, that the Company shall not be responsible for funding any commitment fees or other fees and expenses in connection with the foregoing unless the transactions contemplated by this Agreement are consummated. Purchaser will keep the Company informed of the status of its efforts to arrange the Financing, including making reports with respect to significant developments.

5.12 Affiliated Transactions. Except as set forth in Section 5.12 of the Disclosure Schedule, prior to or concurrently with the Closing, all contracts, arrangements or obligations between the Company or any of the Subsidiaries, on the one hand, and the Stockholders or any of their Affiliates, on the other hand, shall be terminated without the payment of any monies required by the Company or the Subsidiaries.

5.13 Financial Statements and Reports. As promptly as practicable, the Company shall provide to Purchaser true and complete copies of the Company's monthly unaudited Balance Sheets and Statements of Income, Shareholders' Equity and Cash Flows, together with the notes thereto, if any (the "Interim Financial Statements"). The Interim Financial Statements shall be prepared on a basis consistent with the Financial Statements referred to in
Section 3.4 and shall fairly present the financial position and results of operations of the Company in accordance with GAAP as of the dates and for the periods set forth in such interim financial statements. As promptly as practicable, the Company shall deliver to Purchaser true

and complete copies of such other regularly prepared financial statements, reports and analyses as may be prepared by the Company and delivered to the Company's existing lenders under its credit facilities.

5.14 Section 338(h)(10) Election. Within 60 days after the Closing Date, AAMM and Jupiter shall jointly cause an election on Form 8023 or in such other manner as may be required by rule or regulation of the Internal Revenue Service under Section 338(h)(10) and 338(g) of the Code and comparable state and local tax laws, concerning the transactions contemplated by this Agreement. AAMM shall, with the assistance and cooperation of the Stockholders, prepare all Section 338(h)(10) forms in accordance with applicable Tax laws, and AAMM shall deliver such forms and related documents to Jupiter at least 40 days prior to the due date of filing. Jupiter shall deliver to AAMM at least 20 days prior to the due date of filing such completed forms as are reasonably requested by AAMM and required to be filed under Section 338(h)(10) of the Code and comparable state and local tax laws. Jupiter and AAMM shall use their best efforts to agree, as soon as practicable after the Closing, on the computation of the Modified Aggregate Deemed Sale Price ("MADSP") (as defined under Treasury Regulations) and the allocation of the MADSP among the assets as of the Closing Date. AAMM, the Company and the Stockholders will not take any position in any Tax Return or proceeding that is inconsistent with the election under Section 338(h)(10) of the Code, including the allocation of purchase price among the assets. Assuming the parties hereto make the timely, effective and valid election under Section 338(h)(10) and Section 338(g) of the Code (as well as comparable elections under state and local tax laws) as contemplated herein (the "Election"), Jupiter will pay all Election Taxes accruing on or before the Closing Date which result from the Election and from any comparable timely, effective and valid election under state or local tax laws.

5.15 Disclosure. The Company shall promptly notify Purchaser of, and furnish Purchaser with any information Purchaser may reasonably request with respect to the occurrence, to the best knowledge of the Stockholders, of any event or condition or the existence of any fact that would cause any of the conditions to Purchaser's obligations to consummate the transactions contemplated by this Agreement not to be fulfilled. Purchaser shall promptly notify the Stockholders of, and furnish the Stockholders with any information the Stockholders may reasonably request with respect to the occurrence, to the best knowledge of Purchaser, of any event or condition or the existence of any fact that would cause any of the conditions to the Stockholders' obligations to consummate the transactions contemplated by this Agreement not to be fulfilled.

ARTICLE VI

CONDITIONS TO THE STOCKHOLDERS' OBLIGATIONS

The obligations of the Stockholders to effect the Closing under this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing by the Stockholders.

6.1 Representations and Warranties. The representations and warranties made by Purchaser in this Agreement that are qualified by materiality shall be true and correct in all respects on the Closing Date as though such representations and warranties were made at such date, except to the extent such representations and warranties speak as of an earlier date, in which case they shall be true in all respects as of such earlier date, and the representations and warranties made by Purchaser in this Agreement that are not qualified by materiality shall be true and correct in all material respects as though such representations and warranties were made at such date, except to the extent such representations and warranties speak as of an earlier date, in which case they shall be true in all material respects as of such earlier date.

6.2 Performance. Purchaser shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be so performed or complied with by Purchaser prior to the Closing.

6.3 Preferred Stock Purchase and Redemption. Jupiter shall have purchased from General Motors Corporation ("GM"), and the Company shall have redeemed from Jupiter, all of the issued and outstanding shares of Class A Preferred Stock upon the terms set forth in the Class A Preferred Stock Purchase Agreement, by and between the Company and GM (the "Preferred Stock Purchase Agreement"), plus, in the case of the redemption of such shares by the Company, an amount equal to the interest carrying expenses associated with such Class A Preferred Stock from the date of the purchase of such shares by Jupiter through and including the Closing Date, and all of the other obligations under the Preferred Stock Purchase Agreement shall have been satisfied or waived.

6.4 Officer's Certificate. Purchaser shall have delivered to the Stockholders a certificate, dated as of the Closing Date and executed by the President or a Vice President of Purchaser, certifying to the fulfillment of the conditions specified in Sections 6.1 and 6.2 hereof.

6.5 HSR Act. All applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated.

6.6 Injunctions. On the Closing Date there shall be no injunction, writ, preliminary restraining order or other order in effect of any nature issued by a court or governmental agency of competent jurisdiction directing that the transactions provided for herein not be consummated as provided herein and no provision of any applicable law or regulation shall prohibit the consummation of the transactions contemplated by this Agreement.

6.7 Closing Certificates. The Stockholders shall have received all certificates and other documents evidencing Purchaser action to approve the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to the Stockholders.

ARTICLE VII

CONDITIONS TO PURCHASER'S OBLIGATIONS

The obligations of Purchaser to effect the Closing under this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions, unless waived in writing by Purchaser.

7.1 Representations and Warranties. The representations and warranties made by the Stockholders and the Company in this Agreement that are qualified by materiality shall be true and correct in all respects on the Closing Date as though such representations and warranties were made at such date, except to the extent such representations and warranties speak as of an earlier date, in which case they shall be true in all respects as of such earlier date, and the representations and warranties made by the Stockholders in this Agreement that are not qualified by materiality shall be true and correct in all material respects as though such representations and warranties were made at such date, except to the extent such representations and warranties speak as of an earlier date, in which case they shall be true in all material respects as of such earlier date.

7.2 Performance. The Stockholders, AAMM and the Company shall have performed and complied in all material respects with all agreements, obligations and conditions required by this Agreement to be so performed or complied with by the Stockholders, AAMM and the Company prior to the Closing.

7.3 Preferred Stock Purchase and Redemption. Jupiter shall have purchased from GM, and the Company shall have redeemed from Jupiter, all of the issued and outstanding shares of Class A Preferred Stock upon the terms set forth in the Preferred Stock Purchase Agreement, plus, in the case of the redemption of such shares by the Company, an amount equal to the interest carrying expenses associated with such Class A Preferred Stock from the date of the purchase of such shares by Jupiter through and including the Closing Date, and all of the other obligations under the Preferred Stock Purchase Agreement shall have been satisfied or waived.

7.4 Park Corporation Guarantee. The Stockholders shall have delivered or caused to be delivered an executed copy of the Park Corporation Guarantee, substantially in the form attached hereto as Exhibit B.

7.5 Officer's Certificate. The Stockholders shall have delivered to Purchaser a certificate, dated as of the Closing Date and executed by the President or Chief Financial Officer of the Company, certifying to the fulfillment of the conditions specified in Sections 7.1 and 7.2 hereof.

7.6 HSR Act. All applicable waiting periods under the HSR Act with respect to the transactions contemplated hereby shall have expired or been terminated.

7.7 Injunctions and Certain Other Matters. On the Closing Date there shall be no injunction, writ, preliminary restraining order or other order

in effect of any nature issued by a court or governmental agency of competent jurisdiction directing that the transactions provided for herein not be consummated as provided herein and no provision of any applicable law or regulation shall prohibit the consummation of the transactions contemplated by this Agreement. Since the date of this Agreement, (i) there shall not have been instituted or, to the knowledge of the Company, threatened against the Company any action, proceeding or investigation before any court or governmental or regulatory authority or body and (ii) the Company shall not have received written notice that any insurer under any material insurance policy applicable to the business of the Company is denying liability with respect to a current claim thereunder or defending any claim under a reservation of rights clause except, in the case of clause (i), actions, proceedings or investigations or, in the case of clause (ii), liabilities which would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

7.8 Funding. The entire amount of the funds set forth in the Debt Commitment Letters shall have been received by the Company.

7.9 Resignation of Directors. All directors of the Company and any Subsidiary whose resignation shall have been requested by Purchaser prior to the Closing Date shall have submitted their resignations or been removed from office effective as of the close of business on the Closing Date.

7.10 Closing Certificates. Purchaser shall have received all certificates and other documents evidencing the Company and the Stockholder action to approve the transactions contemplated by this Agreement, in form and substance reasonably satisfactory to Purchaser.

7.11 Stockholder Approval. The Stockholders (including the shareholders of Jupiter) shall have approved the transactions contemplated in the letter dated September 19, 1997 between Mr. Dauch and Purchaser (as such letter contemplates actions to be taken by AAMM) in the manner set forth in
Section 280(b)(5)(B) of the Code and the proposed regulations thereunder, to the extent applicable.

ARTICLE VIII

TERMINATION

8.1 Termination. This Agreement may be terminated and abandoned at any time prior to the Closing:

(a) by the mutual consent of the Stockholders and Purchaser;

(b) by either the Stockholders or Purchaser in the event the Closing has not occurred on or before October 29, 1997 (the "Cut-Off Date"), unless the failure of such consummation shall be due to the failure of the party seeking to terminate this Agreement to comply in all material respects with the agreements and covenants contained herein to be performed by such party

on or before the Cut-Off Date; or

(c) by either the Stockholders or Purchaser in the event any court or governmental agency of competent jurisdiction shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated hereby and such order, decree or ruling or other action shall have become final and nonappealable.

8.2 Procedure and Effect of Termination. In the event of the termination and abandonment of this Agreement by the Stockholders or Purchaser pursuant to Section 8.1 hereof, written notice thereof shall forthwith be given to the other parties. If the transactions contemplated by this Agreement are terminated as provided herein:

(a) Each party will redeliver all documents, work papers and other material of any other party relating to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the same;

(b) All confidential information received by Purchaser with respect to the business of the Company shall be treated in accordance with the provisions of the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with its terms; and

(c) No party to this Agreement will have any liability under this Agreement to the other except (i) as stated in subparagraphs (a) and
(b) of this Section 8.2, (ii) for any willful breach of any provision of this Agreement and (iii) as provided in the Confidentiality Agreement.

ARTICLE IX

MISCELLANEOUS

9.1 Indemnification. (a) Subject to Sections 9.1(c), 9.1(d) and 9.1(e), the Company, AAMM, Purchaser, and their respective directors, officers, employees, affiliates, advisors, representatives, successors and assigns (collectively, "Purchaser Indemnified Parties") shall be indemnified and held harmless as follows:

(i) by each Stockholder, with respect to any and all damages, claims, losses, liabilities, costs, deficiencies and expenses (including without limitation interest, penalties and reasonable legal, accounting and other expert or advisory fees and expenses, but not including consequential damages, claims, losses, liabilities, costs, deficiencies and expenses) (collectively, "Damages") incurred or sustained by a Purchaser Indemnified Party as a result of any breach by such Stockholder of its or his covenants or agreements

contained herein or the breach of its or his representations and warranties set forth in Article II;

(ii) by Jupiter with respect to any and all Damages incurred or sustained by the Company for any unpaid Taxes (A) of any members of the Tax Group (other than the Company and its Subsidiaries) under Reg. ss. 1.1502-6 (or any similar provision of state, local, or foreign law), as a transferee or successor, by contract, or otherwise and (B) for which Jupiter is responsible pursuant to Section 5.14; and

(iii) by Jupiter with respect to any and all Damages incurred or sustained by the Company for any unpaid ERISA liabilities of any Person (other than the Company and its Subsidiaries) resulting solely from the Company's affiliation with any entity which was a member of the Company's Controlled Group at any time prior to the Closing Date. For purposes of this Section 9.1 (a)(vi), "Controlled Group" means any entity which is a member of a controlled group of organizations within the meaning of Section 414(b), (c), (m) or (o) of the Code as of the date hereof.

(b) The Company, AAMM and Purchaser jointly and severally shall indemnify and hold the Stockholders, and the Stockholders' directors, officers, employees, affiliates, advisors, representatives, successors and assigns (collectively, "Stockholder Indemnified Parties") harmless from and against and in respect of:

(i) any and all Damages incurred or sustained by a Stockholder Indemnified Party as a result of any breach by Purchaser of its covenants or agreements contained herein;

(ii) any and all Damages incurred or sustained by a Stockholder Indemnified Party as a result of any breach by the Company or AAMM of their respective covenants or agreements contained herein which relate to actions or omissions by AAMM or the Company after the Closing; and

(iii) any and all Damages incurred or sustained by a Stockholder Indemnified Party as a result of any breach by the Purchaser of the representations and warranties set forth in Article IV; provided that (A) the Stockholders agree to aggregate their claims

submitted pursuant to this clause (iii) so that the aggregate amount of any such claim is $100,000 or greater and (B) any claim for indemnification under this clause (iii) must be made in writing with specificity reasonable to the Company by a Stockholder Indemnified Party during the applicable survival period set forth in Section 9.1(c) below.

(c) The representations and warranties included in Sections 2.1, 2.2, 2.3, 4.1, 4.2 and 4.3 shall survive the Closing indefinitely. All other representations and warranties included in this Agreement shall expire and be terminated at the Closing. After expiration and termination of the respective representation or warranty, the Stockholders and Purchaser shall have no liability whatsoever with respect to any such representation or warranty with respect to any claim not asserted in writing with reasonable specificity before such expiration or termination.

(d) Promptly after receipt by an indemnified party under this Section 9.1 of notice of any claim or the commencement of any action, the indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under this Section 9.1, notify the indemnifying party in writing of the claim or the commencement of that action, provided that the failure to notify the indemnifying party shall not relieve it from any liability which it may have to the indemnified party unless the indemnifying party is materially prejudiced in its ability to defend such action. If any such claim shall be brought against an indemnified party, and it shall notify the indemnifying party thereof, the indemnifying party shall be entitled at its expense to participate therein, and to assume the defense thereof with counsel reasonably satisfactory to the indemnified party, and to settle and compromise any such claim or action; provided, however, (i) the indemnifying party must acknowledge in writing its obligation to indemnify the indemnified party with respect to such claim and (ii) if the indemnified party has elected to be represented by separate counsel pursuant to the proviso to the following sentence or if such settlement or compromise does not include an unconditional release of the indemnified party for any liability arising out of such claim or action, such settlement or compromise shall be effected only with the consent of the indemnified party, which consent shall not be unreasonably withheld. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such claim or action, the indemnifying party shall not be liable to the indemnified party under this Section 9.1 for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof other than reasonable costs of investigation, provided, however, that the indemnified party shall have the right to employ counsel to represent it if, in the opinion of counsel to the indemnified party, it is advisable for the indemnified party to be represented by separate counsel

due to actual or potential conflicts of interest, and in that event the reasonable fees and expenses of such separate counsel shall be paid by the indemnifying party; provided that in no event shall the indemnifying party be responsible for the fees of more than one counsel retained to represent the indemnified parties. The parties hereto shall each render to each other such assistance as may reasonably be requested in order to ensure the proper and adequate defense of any such claim or proceeding. For purposes of this Section 9.1(d) and Section 9.1(e) below, the Stockholders shall be deemed to be "indemnifying parties" with respect to matters subject to indemnification under clause (i) of Section 9.1(a). In the event that the provisions contained in this
Section 9.1(d) are inconsistent with the provisions contained in Section 5.4,

with respect to matters governed by Section 5.4, the provisions of such Section 5.4 shall govern.

(e) The indemnities provided in this Agreement shall survive the Closing. The indemnity provided in this Section 9.1 shall be the sole and exclusive remedy of the indemnified party against the indemnifying party at law or equity for any matter covered by paragraphs (a) and (b) of this
Section 9.1. For Tax purposes, any payments made pursuant to this Section 9.1 shall be considered by the parties as an adjustment to the purchase price for the Shares or Acquired Shares, as the case may be.

(f) In the event a Stockholder Indemnified Party or a Purchaser Indemnified Party receives insurance proceeds or realizes a Tax Benefit in respect of Damages for which a claim for indemnification under this Article IX is pending or is subsequently made, such claim for Damages shall be reduced by the amount of any such insurance proceeds or Tax Benefit. In the event a Stockholder Indemnified Party or a Purchaser Indemnified Party receives insurance proceeds or realizes a Tax Benefit in respect of Damages for which a claim for indemnification under this Article IX has previously been made, any payment by the Stockholders under Section 9.1(a)(i), by Jupiter and/or Park Corporation under Sections 9.1(a)(ii) and 9.1(a)(iii) or by the Company, AAMM and/or Purchaser under Section 9.1(b), as the case may be, resulting from such claim for Damages shall be reimbursed within five business days after receipt of such insurance proceeds or realization of such Tax Benefit, provided that such reimbursement shall not exceed the amount of such insurance proceeds or Tax Benefit, as the case may be. For purposes of this Section 9.1(f), a "Tax Benefit" shall mean an actual reduction in Taxes paid by the Indemnified Party taking into account the benefit associated with the payment of the Damages that gave rise to the claim for indemnification compared to the Taxes that would be payable by the Indemnified Party by excluding the payment of such Damages; provided, that a Tax Benefit will not result solely by reason of payments pursuant to Section

5.4(c)(ii), which represent additional proceeds to the Stockholders. Each Stockholder Indemnified Party and Purchaser Indemnified Party agrees to use reasonable efforts to obtain any such Tax Benefit and any such insurance proceeds, file all appropriate forms and take all necessary actions in connection therewith. To the extent (i) the Company is required to pay any Taxes attributable to a Tax period ending on or prior to the Closing Date, (ii) the Company does not receive indemnification for such Taxes from the Stockholders pursuant to any of the indemnification provisions of this Agreement and (iii) the Stockholders realize a Stockholder Tax Benefit attributable to the change in position that gave rise to such Tax, then the Stockholders shall pay the Company the amount of such Stockholder Tax Benefit. For purposes of this Section 9.1(f), a "Stockholder Tax Benefit" shall mean any actual reduction in Taxes paid by the Stockholders taking into account the change in position that gave rise to the increased Tax on the Company compared to the Taxes payable by the Stockholders by excluding the change in position that gave rise to the increased Tax of the Company.

9.2 The Stockholders' Obligations. The obligations of the Stockholders herein are several and not joint, except as otherwise provided in
Section 9.1.

9.3 Fees and Expenses. Except as otherwise specifically provided in this Agreement, the Stockholders shall bear their own respective expenses and Purchaser shall bear its own expenses in connection with the negotiation and consummation of the transactions contemplated by this Agreement; provided that if the Closing occurs the Company and AAMM shall be solely responsible for all such fees and expenses (i) incurred by Purchaser and (ii) incurred by the Company, including the fees and expenses of Merrill Lynch & Co., Berenson Minella & Company and Skadden, Arps, Slate, Meagher & Flom LLP and its affiliated entities, to the extent that the aggregate of such fees and expenses, together with the bonus payable, under certain circumstances, to Mr. McLernon as set forth in Schedule 5.1(b) of the Disclosure Schedule and the payments required at closing pursuant to the Phantom Stock Plan, as amended, do not exceed $30.0 million, it being understood and agreed that the Stockholders shall be responsible for such fees and expenses in excess of such amount; provided, however, that the parties hereto agree that any holder of a Phantom Stock Option who takes newly issued AAMM options in lieu of a single lump sum cash payment equal to the Phantom Stock Value for such Phantom Stock Option shall be deemed to have received a cash payment equal to the Phantom Stock Value for purposes of calculating the amount of the expenses set forth in this Section 9.3.

9.4 Governing Law. This Agreement shall be construed under and governed by the laws of the State of Delaware without regard to the conflicts of laws provisions thereof.

9.5 Amendment. This Agreement may not be amended, modified or supplemented except upon the execution and delivery of a written agreement executed by Purchaser and the Stockholders.

9.6 No Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party hereto without the prior written consent of Purchaser, in the case of assignment by any Stockholder, and the Stockholders, in the case of any assignment by Purchaser; provided that Purchaser shall be entitled to assign its rights under this Agreement to one or more Affiliates of Purchaser.

9.7 Waiver. Any of the terms or conditions of this Agreement which may be lawfully waived may be waived in writing at any time by each party which is entitled to the benefits thereof. Any waiver of any of the provisions of this Agreement by any party hereto shall be binding only if set forth in an instrument in writing signed on behalf of such party. No failure to enforce any provision of this Agreement shall be deemed to or shall constitute a waiver of such provision and no waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.

9.8 Notices. Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if (a) personally delivered,
(b) received by registered or certified first-class mail, prepaid with return receipt requested, (c) delivered by a nationally recognized overnight courier service, to the recipient at the address below indicated or (d) delivered by facsimile which is confirmed in writing by sending a copy of such facsimile to the recipient thereof pursuant to clause (a) or (c) above:

If to Purchaser:

David A. Stockman
AAM Acquisition, Inc.
c/o Blackstone Management
Associates II L.L.C.
345 Park Avenue -- 31st Floor
New York, NY 10154

(212) 754-8720 (telecopier)
(212) 836-9818 (telephone)

with a copy to:

Robert L. Friedman, Esq.

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954

(212) 455-2502 (telecopier)
(212) 455-2780 (telephone)

If to the Stockholders:

c/o Raymond P. Park
Park Corporation
6200 Riverside Drive
Cleveland, OH 44135

(216) 265-2559 (telecopier)
(216) 265-2560 (telephone)

With copies to:

Skadden, Arps, Slate, Meagher & Flom LLP 919 Third Avenue New York, New York 10022-3897 Attention: Blaine V. Fogg, Esq.
(212) 735-2000 (telecopier)
(212) 735-3000 (telephone)

or to such other address as any party hereto may, from time to time, designate in a written notice given in like manner.

Except as otherwise provided herein, any notice under this Agreement will be deemed to have been given (x) on the date such notice is personally delivered or delivered by facsimile, (y) four days after the date of mailing if sent by certified or registered mail or (z) the next succeeding business day after the date such notice is delivered to the overnight courier service if sent by overnight courier; provided that in each case notices received after 4:00 p.m. (local time of the recipient) shall be deemed to have been duly given on the next business day.

9.9 Complete Agreement. This Agreement, the Confidentiality Agreement and the other documents and writings referred to herein or delivered pursuant hereto contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof and thereof. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

9.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and each of which shall be deemed an original.

9.11 Publicity. The Stockholders and Purchaser will consult with each other and will mutually agree upon any publication or press release of any nature with respect to this Agreement or the transactions contemplated hereby and shall not issue any such publication or press release prior to such consultation and agreement except as may be required by applicable law, in which case the party proposing to issue such publication or press release shall use reasonable efforts to consult in good faith with the other party or parties before issuing any such publication or press release.

9.12 Headings. The headings contained in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement.

9.13 Severability. Any provision of this Agreement which is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this Agreement invalid, illegal or unenforceable in any other jurisdiction.

9.14 Third Parties. Except as specifically set forth or referred to herein, nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person or corporation, other than the parties hereto and their permitted successors or assigns, any rights or remedies under or by reason of this Agreement.

9.15 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. THE PARTIES HERETO HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE AREA ENCOMPASSED BY THE STATE OF DELAWARE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LITIGATED IN SUCH COURTS. THE PARTIES HERETO EACH ACCEPT FOR ITSELF AND HIMSELF, AS THE CASE MAY BE, AND IN CONNECTION WITH ITS OR HIS, AS THE CASE MAY BE, RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION AND VENUE OF THE AFORESAID COURTS AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREE TO BE BOUND BY ANY NON- APPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.

9.16 WAIVER OF JURY TRIAL. TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HERETO HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS TRANSACTION. THE PARTIES HERETO ALSO WAIVE ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED OF ANY OF THE OTHER PARTIES. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THE PARTIES HERETO ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT AND THAT EACH WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. THE PARTIES HERETO FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS OR HIS, AS THE CASE MAY BE, LEGAL COUNSEL, AND

THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS OR HIS, AS THE CASE MAY BE, JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE TRANSACTION CONTEMPLATED HEREBY. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

IN WITNESS WHEREOF, each of Purchaser, the Company and the Stockholders have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

AAM ACQUISITION, INC.

AMERICAN AXLE & MANUFACTURING, INC.

AMERICAN AXLE & MANUFACTURING
OF MICHIGAN, INC.

JUPITER CAPITAL CORPORATION

STOCKHOLDERS' AGREEMENT

dated as of 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 CAPITAL CORPORATION,

RICHARD E. DAUCH,

MORTON E. HARRIS

and

AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.

                               TABLE OF CONTENTS

                                                                            Page

SECTION 1.  DEFINITIONS.....................................................  1
         1.1          Defined Terms.........................................  1
         1.2          Other Definitional Provisions; Interpretation.........  2

SECTION 2.  TRANSFERS.......................................................  3
         2.1          Limitations on Transfer...............................  3
         2.2          Transfers to Affiliates...............................  3
         2.3          Effect of Void Transfers..............................  4
         2.4          Legend on Securities..................................  4
         2.5          Tag-Along Rights......................................  4
         2.6          Drag-Along Rights.....................................  6
         2.7          Piggy-Back Rights.....................................  7
         2.8          Demand Registration...................................  8
         2.9          Other Registration-Related Matters....................  9
         2.10         Participation Rights.................................. 12

SECTION 3.  OTHER........................................................... 13
         3.1          Additional Securities Subject to Agreement............ 13
         3.2          Termination........................................... 13
         3.3          Injunctive Relief..................................... 13
         3.4          Other Stockholders' Agreements........................ 14
         3.5          Amendments............................................ 14
         3.6          Successors, Assigns and Transferees................... 14
         3.7          Notices............................................... 14
         3.8          Integration........................................... 15
         3.9          Severability.......................................... 15
         3.10         Counterparts.......................................... 16
         3.11         Governing Law......................................... 16
         3.12         Approval of Affiliate Transactions.................... 16

STOCKHOLDERS' AGREEMENT, dated as of October 29, 1997, among Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership ("BCPII"), Blackstone Offshore Capital Partners II, a Cayman Islands exempted limited partnership ("BOCPII") and Blackstone Family Investment Partnership II L.P., a Delaware limited partnership (together with BCPII and BOCPII, the "Blackstone Entities"), American Axle & Manufacturing of Michigan, Inc., a Michigan corporation (the "Company"), Jupiter Capital Corporation, an Ohio corporation ("Jupiter"), Morton E. Harris ("Harris") and Mr. Richard E. Dauch ("Dauch" and together with Harris and Jupiter, the "Rollover Holders").

W I T N E S S E T H :

WHEREAS, prior to the closing of the transactions contemplated by the Recapitalization Agreement (defined below), AAM Acquisition, Inc., a Delaware corporation, assigned its rights and obligations under the Recapitalization Agreement to the Blackstone Entities; and

WHEREAS, the Blackstone Entities as of the date hereof are the beneficial holders of a majority of the outstanding shares of Common Stock (as defined below) of the Company; and

WHEREAS, the parties hereto wish to enter into certain agreements with respect to the holdings by the Blackstone Entities and the Rollover Holders;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, terms defined in the heading and the recitals shall have their respective assigned meanings, and the following capitalized terms shall have the meanings ascribed to them below:

"Affiliate" shall mean, with respect to any Person, (i) any Person that directly or indirectly controls, is controlled by or is under common control with, such Person, (ii) any director, officer, member, partner (including limited partners) or employee of such Person or any Person specified in clause (i) above; provided, that officers, directors or employees of the Company shall be deemed not to be Affiliates of the Blackstone Entities for purposes hereof solely by reason of being officers, directors or employees of the Company or (iii) in the case of Jupiter, Dauch or

Harris, any member of Ray Park's, Dauch's or Harris's family or any entity established for estate planning purposes.

"Agreement" shall mean this Stockholders' Agreement, as the same may be amended, supplemented or otherwise modified from time to time.

"Business Day" shall mean a day other than a Saturday, Sunday, federal, New York State or Michigan holiday or other day on which commercial banks in New York City or Michigan are authorized or required by law to close.

"Common Stock" shall mean the common stock, par value $.01 per share, of the Company.

"Other Agreements" shall mean any management stock subscription or similar agreements providing for the purchase by management of the Company's Common Stock.

"Person" shall mean any individual, corporation, limited liability company, partnership, trust, joint stock company, business trust, unincorporated association, joint venture, governmental authority or other entity of any nature whatsoever.

"Public Offering" shall mean the sale of shares of Common Stock to the public pursuant to an effective registration statement (other than a registration statement on Form S-4 or S-8 or any similar or successor form) filed under the Securities Act.

"Recapitalization Agreement" shall mean the Recapitalization and Stock Purchase Agreement dated as of September 19, 1997, among AAM Acquisition, Inc., American Axle & Manufacturing, Inc., the Company, Harris, Jupiter and Dauch.

"SEC" shall mean the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

"Stockholders" shall mean each of the Blackstone Entities, Jupiter, Harris and Dauch and any of their permitted transferees hereunder and "Stockholder" shall mean any one of the Stockholders.

"Transfer" shall mean any transfer, sale, assignment, exchange, mortgage, pledge, hypothecation or other disposition of any Common Stock or any interest therein.

1.2 Other Definitional Provisions; Interpretation. (a) The words "hereof", "herein", and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and section and subsection references are to this Agreement unless otherwise specified.

(b) The headings in this Agreement are included for convenience of reference only and shall not limit or otherwise affect the meaning or interpretation of this Agreement.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.

SECTION 2. TRANSFERS

2.1 Limitations on Transfer. (a) Each Stockholder hereby agrees that, except for Transfers effected pursuant to an effective registration statement filed under the Securities Act, no Transfer shall occur unless the Company has been furnished with an opinion in form and substance reasonably satisfactory to the Company of counsel reasonably satisfactory to the Company that such Transfer is exempt from the provisions of Section 5 under the Securities Act and from the provisions of any other applicable securities laws.

(b) Each Stockholder hereby agrees that, except for (i) Transfers in connection with a Public Offering, (ii) Transfers pursuant to Rule 144 under the Securities Act, (iii) Transfers to the Company in one or more transactions approved by the Board of Directors of the Company and (iv) Transfers pursuant to Sections 2.5 and 2.6, no Transfer shall occur unless the transferee shall agree in a writing reasonably satisfactory in form and substance to the Company to become a party to, and be bound to the same extent as its transferor by the terms of, this Agreement.

(c) Notwithstanding anything contained herein to the contrary, the Stockholders hereby agree that, except for (i) Transfers to Affiliates, (ii) Transfers by the Blackstone Entities that trigger the right of the other Stockholders to "tag along" with the Transfer of shares of Common Stock by the Blackstone Entities pursuant to Section 2.5, (iii) Transfers by the Blackstone Entities that trigger the right to "drag along" shares of the other Stockholders pursuant to Section 2.6 and (iv) the sale of shares of Common Stock pursuant to an effective registration statement filed under the Securities Act pursuant to the registration rights set forth in Sections 2.7 and 2.8 of this Agreement, no Transfer shall occur until three years from the date hereof. For purposes of this Section 2.1(c), both the Transfer by the Blackstone Entities and the Transfer by the other Stockholders pursuant to Sections 2.5 and 2.6 shall be exempt from the Transfer restrictions of this
Section 2.1(c).

2.2 Transfers to Affiliates. Notwithstanding anything contained herein to the contrary, but subject to Section 2.1(c), each of the Stockholders shall be entitled from time to time, to transfer any or all of the shares of Common Stock beneficially owned by it to any of its Affiliates who agree to become a party to, and be bound to the same extent as its transferor by the terms of, this Agreement. Any Transfer by the Blackstone Entities or their Affiliates to any of their respective stockholders (or other equity owners) of any or all of the shares of Common Stock beneficially owned by them (including a distribution of such shares of Common Stock upon a liquidation of any of the Blackstone Entities or any of their Affiliates or otherwise) shall be deemed to be a Transfer to Affiliates of the Blackstone Entities for purposes of this Section 2.2.

2.3 Effect of Void Transfers. In the event of any purported Transfer of any shares of Common Stock in violation of the provisions of this Agreement, such purported Transfer shall be void and of no effect and the Company shall not give effect to such Transfer.

2.4 Legend on Securities. Each certificate representing shares of Common Stock issued to any Stockholder shall bear the following legend on the face thereof:

"THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT AMONG BLACKSTONE CAPITAL PARTNERS II MERCHANT BANKING FUND L.P., BLACKSTONE OFFSHORE CAPITAL PARTNERS II L.P., BLACKSTONE FAMILY INVESTMENT PARTNERS II L.P., JUPITER CAPITAL CORPORATION, MORTON E. HARRIS, RICHARD E. DAUCH, AND AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC. (THE "COMPANY"), A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT AND (A) PURSUANT TO A REGISTRATION STATEMENT EFFECTIVE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) IF THE COMPANY HAS BEEN FURNISHED WITH AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM THE PROVISIONS OF
SECTION 5 OF THE SECURITIES ACT OF 1933, AS AMENDED, THE RULES AND REGULATIONS THEREUNDER AND ANY OTHER APPLICABLE SECURITIES LAWS. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS' AGREEMENT."

2.5 Tag-Along Rights. (a) So long as this Agreement shall remain in effect and the Blackstone Entities and their Affiliates beneficially own collectively an aggregate number of

shares of Common Stock not less than one-third (1/3) of the aggregate number of shares of Common Stock beneficially owned by the Blackstone Entities on the date hereof (taking into consideration any stock dividends on, or subdivisions, reclassifications, combinations or other similar adjustments to, the Common Stock), with respect to any proposed Transfer (a "Proposed Transfer") by the Blackstone Entities or any of their Affiliates (in such capacity, a "Transferring Stockholder") of Common Stock permitted hereunder, other than (1) as provided in Section 2.2 and (2) in a Public Offering, the Transferring Stockholder shall have the obligation, and each of the Rollover Holders (but not any of their non-Affiliate transferees or their Affiliate's transferees) shall have the right, to require the proposed transferee (the "Proposed Transferee") to purchase from such Rollover Holder (in such capacity, a "Tagging Stockholder") a number of shares of Common Stock up to the product (rounded up to the nearest whole number) of (i) the quotient determined by dividing (A) the aggregate number of shares of Common Stock owned by such Tagging Stockholder by (B) the aggregate number of shares of Common Stock beneficially owned by the Blackstone Entities, the Tagging Stockholder and any other Persons who are permitted to include shares of Common Stock in such sale pursuant to this Agreement or any of the Other Agreements (including the other Rollover Holders), and (ii) the total number of shares of Common Stock proposed to be directly or indirectly transferred to the Proposed Transferee in the Proposed Transfer, and at the same price per share of Common Stock and upon the same terms and conditions (including without limitation time of payment and form of consideration) as to be paid and given to the Transferring Stockholder; provided, that in order to be entitled to exercise its right to sell shares of Common Stock to the Proposed Transferee pursuant to this Section 2.5, the Tagging Stockholder must agree to make to the Proposed Transferee the same representations, warranties, covenants, indemnities and agreements as the Transferring Stockholder agrees to make in connection with the Proposed Transfer of the shares of Common Stock of the Transferring Stockholder; provided further, that all representations and warranties shall be made by the Tagging Stockholders and the Transferring Stockholder severally and not jointly and that the liability of the Transferring Stockholder and the Tagging Stockholders (whether pursuant to a representation, warranty, covenant, indemnification provision or agreement) for liabilities in respect of the Company shall be evidenced in writings executed by them and the Proposed Transferee and shall be borne by each of them on a pro rata basis.

(b) The Transferring Stockholder shall give notice to the other Stockholders of each Proposed Transfer giving rise to the rights of the Tagging Stockholders set forth in the first sentence of Section 2.5(a) at least 20 days prior to the proposed consummation date of such Transfer, setting forth the aggregate number of shares of Common Stock proposed to be so transferred, the name and address of the Proposed Transferee, the proposed

amount and form of consideration and other terms and conditions of payment offered by the Proposed Transferee, and a representation that the Proposed Transferee has been informed of the tag-along rights provided for in this
Section 2.5 and has agreed to purchase shares of Common Stock in accordance with the terms hereof. The tag-along rights provided by this Section 2.5 must be exercised by the Tagging Stockholders within 10 Business Days following receipt of the notice required by the preceding sentence, by delivery of a written notice to the Transferring Stockholder indicating such Tagging Stockholder's desire to exercise its rights and specifying the number of shares of Common Stock it desires to sell. The Transferring Stockholder shall be entitled under this Section 2.5 to transfer to the Proposed Transferee the number of shares of Common Stock equal to the difference between (x) the number referred to in clause (ii) of paragraph (a) above and (y) the sum of
(1) the aggregate number of shares of Common Stock set forth in the written notice, if any, delivered by the Tagging Stockholders pursuant to the preceding sentence; provided, however, that the number of shares of Common Stock that a Tagging Stockholder may include in such notice and sell to the Proposed Transferee is limited to the number of shares calculated pursuant to the first sentence of Section 2.5(a) and (2) the aggregate number of shares of Common Stock required to be purchased by the Proposed Transferee pursuant to any other agreement. If the Proposed Transferee fails to purchase shares of Common Stock from any Tagging Stockholders that has properly exercised its tag-along rights under Section 2.5(a), then the Transferring Stockholder shall not be permitted to make the Proposed Transfer, and any such attempted Transfer shall be void and of no effect, as provided in Section 2.3 hereof.

(c) If a Tagging Stockholder exercises its rights under
Section 2.5(a), the closing of the purchase of the Common Stock with respect to which such rights have been exercised shall take place concurrently with the closing of the sale of the Transferring Stockholder's Common Stock.

2.6 Drag-Along Rights. (a) So long as this Agreement shall remain in effect and the Blackstone Entities and their respective Affiliates beneficially own collectively an aggregate number of shares of Common Stock not less than one-third (1/3) of the aggregate number of shares of Common Stock beneficially owned collectively by the Blackstone Entities on the date hereof (taking into consideration any stock dividends on, or subdivisions, reclassifications, combinations or other similar adjustments to, the Common Stock), if any of the Blackstone Entities or their Affiliates receives an offer from a Person or any of its Affiliates (a "Third Party") to purchase all, or substantially all (pursuant to a recapitalization or other transaction), of the outstanding shares of Common Stock owned by the Stockholders and such offer is accepted by the Blackstone Entities or their Affiliates, then each Rollover Holder (and its Affiliates and transferees) hereby agrees that it will transfer

all shares of Common Stock owned by it (or substantially all the shares of Common Stock held by it pursuant to the terms of the proposed transaction in the same proportion as is being transferred/retained by the Blackstone Entities) to such Third Party on the terms of the offer so accepted by the Blackstone Entities, including the same per share consideration.

(b) The Blackstone Entities shall give notice (the "Drag-Along Notice") to the Rollover Holders and their Affiliates that hold Common Stock of any proposed Transfer giving rise to the drag-along rights set forth in Section 2.6(a) as soon as practicable following the acceptance of the offer referred to in Section 2.6(a). The Drag-Along Notice shall set forth the number of shares of Common Stock proposed to be so transferred, the name of the proposed transferee, the proposed amount and form of consideration and the other terms and conditions of the offer.

2.7 Piggy-Back Rights. (a) Each time the Company is planning to file a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8) in connection with the proposed offer and sale of Common Stock by the Company and/or a stockholder has exercised its demand registration rights pursuant to this Agreement or any Other Agreement (the "Initiating Party"), the Company will give prompt written notice thereof to the Stockholders who are not the Initiating Party (the "Non-Initiating Parties") of their rights under this Section 2.7, at least 30 days prior to the anticipated filing date of such registration statement; provided, that no member of the Non-Initiating Parties shall have any rights pursuant to this Section 2.7 with respect to the first Public Offering of Common Stock, if the Company is the only Person including shares of Common Stock in such registration statement. Notwithstanding the foregoing, the parties acknowledge and agree that the Company will use its reasonable best efforts to include the shares of Common Stock held by Jupiter and Harris in the first Public Offering and will only exclude such shares if the underwriters in good faith advise the Company, that in their opinion, the inclusion of such shares of Common Stock in the first Public Offering of Common Stock will have an adverse effect on the offering (including the price at which the shares of Common Stock can be sold). Upon the written request of any member of the Non-Initiating Parties made within 10 Business Days after the receipt of any such notice from the Company, which request shall specify the shares of Common Stock (the "Piggy-Back Shares") intended to be disposed of by such Stockholder in such offering, the Company will use its reasonable efforts to effect the registration under the Securities Act of all the Piggy-Back Shares which the Company has been so requested to register by the Stockholders, only to the extent required to permit the disposition of the Piggy-Back Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Initiating Party shall determine for any reason

not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the holders of Piggy-Back Shares and thereupon shall be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, and (ii) if such registration involves an underwritten offering, each holder of Piggy-Back Shares requesting to be included in the Company's registration must sell its shares to the underwriters on the same terms and conditions as apply to the Blackstone Entities and their respective Affiliates.

(b) If a registration pursuant to this Section 2.7 involves an underwritten offering and the managing underwriter or underwriters in good faith advise the Company, in writing that, in their opinion, the number of shares of Common Stock which the Company and the holders of the Piggy-Back Shares and any other Persons intend to include in such registration exceeds the largest number of shares of Common Stock which can be sold in such offering without having an adverse effect on such offering (including the price at which the shares of Common Stock can be sold), then the Company will include in such registration (i) first, the shares of Common Stock the Company proposes to sell for its own account, if any, and (ii) second, to the extent that the number of shares of Common Stock which the Company proposes to sell is less than the number of shares of Common Stock which the Company has been advised can be sold in such offering without having the adverse effect referred to above, such amount of Piggy-Back Shares shall be allocated pro rata among the Stockholders based upon their relative proportionate holdings of Common Stock on the date such registration statement is filed.

2.8 Demand Registration. (a) Upon the written request from time to time (a "Request") of any Blackstone Entity or any Affiliate of a Blackstone Entity that holds Common Stock that the Company effect the registration under the Securities Act of all or part of the shares of Common Stock owned by such Blackstone Entity and Affiliates, the Company will as expeditiously as practicable use its reasonable best efforts to effect the registration under the Securities Act of such shares and cause such registration statement to remain effective for a period of not less than 180 days; provided, however, that the Company shall not be required to effect more than five registrations pursuant to this Section 2.8(a). The Blackstone Entities shall have the right to select the managing underwriter or underwriters to administer the offerings covered by its Requests.

(b) For so long as Dauch and his Affiliates beneficially own not less than 40% of the aggregate number of shares of Common Stock beneficially owned by Dauch on the date hereof (taking into consideration any stock dividends on, or subdivisions, reclassifications, combinations or other similar adjustments to, the Common Stock), upon the written request of Dauch, at any time after 180 days following the first Public

Offering, that the Company effect the registration under the Securities Act of all or part of the shares of Common Stock owned by Dauch and his Affiliates, the Company will as expeditiously as practicable effect the registration under the Securities Act of such shares and cause such registration statement to remain effective for a period of not less than 180 days; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 2.8(b); provided, further, if the Company is requested to effect such a demand by Dauch and the Blackstone Entities reasonably determine in good faith it would be detrimental to the Company and its securityholders for such registration statement to be filed on or before the date such filing would otherwise be required hereunder, the filing shall be deferred for a period of not more than 180 days after receipt of the request for such registration from Dauch.

(c) For so long as Jupiter and Harris and their Affiliates together beneficially own not less than 40% of the aggregate number of shares of Common Stock beneficially owned by Jupiter and Harris on the date hereof (taking into consideration any stock dividends on, or subdivisions, reclassifications, combinations or other similar adjustments to, the Common Stock), upon the written request of a majority in interest of Jupiter and Harris, at any time after 180 days following the first Public Offering, that the Company effect the registration under the Securities Act of all or part of the shares of Common Stock owned by Jupiter and Harris and their Affiliates, the Company will as expeditiously as practicable effect the registration under the Securities Act of such shares and cause such registration statement to remain effective for a period of not less than 180 days; provided, however, that the Company shall not be required to effect more than one registration pursuant to this Section 2.8(c); provided, further, if the Company is requested to effect such a demand by Jupiter and Harris and the Blackstone Entities reasonably determine in good faith it would be detrimental to the Company and its securityholders for such registration statement to be filed on or before the date such filing would otherwise be required hereunder, the filing shall be deferred for a period of not more than 180 days after receipt of the request for such registration from Jupiter and Harris.

2.9 Other Registration-Related Matters.

(a) Each Stockholder agrees that it shall not effect any sales of Common Stock or securities convertible into Common Stock during the 14 days prior to and up to a 180 day period beginning on the effective date of a registration statement in which any Stockholder is participating in connection with an underwritten offering of Common Stock (whether pursuant to
Section 2.7 or 2.8 or otherwise, except as part of such registration), or in the case of the Company's first Public Offering, if and to the extent requested in writing (with reasonable prior notice) by the managing underwriter of the

underwritten public offering. Notwithstanding the foregoing, the parties acknowledge and agree that Jupiter and Harris will not be subject to the foregoing restriction unless the underwriters in good faith advise the Company, that in their opinion, the failure to restrict the Transfer of such shares will have an adverse effect on the offering (including the price at which the shares of Common Stock can be sold).

(b) The Company agrees not to effect any sales of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock during the 14 days prior to and the 180 day period beginning on the effective date of any registration statement in which any Stockholder is participating in connection with an underwritten Public Offering of Common Stock, if and to the extent reasonably requested in writing (with reasonable prior written notice) by the managing underwriter of the underwritten Public Offering.

(c) The Company may require any Person that is selling shares of Common Stock in a Public Offering pursuant to Section 2.7 or 2.8 to furnish to the Company in writing such information regarding such Person and such other information reasonably requested by the Company in order to comply with the Securities Act.

(d) The Company will pay all reasonable out-of-pocket costs and expenses (including the reasonable fees and expenses of counsel for the Stockholders to be selected by the Stockholders who own a majority of the shares of Common Stock included in the proposed registration) incurred in connection with the registration of Common Stock pursuant to Sections 2.7 and
2.8 (except as otherwise expressly provided therein).

(e) Before filing a registration statement or prospectus, or any amendments or supplements thereto, in connection with any registration or proposed registration of Common Stock pursuant to Section 2.7 or 2.8, the Company will furnish to each of the Stockholders copies of all documents proposed to be filed.

(f) The Company will furnish to each seller of Common Stock such number of copies of the applicable registration statement and of each amendment or supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of Common Stock by such seller.

(g) The Company will use its reasonable best efforts to register or qualify Common Stock covered by a registration statement under such other securities or blue sky laws of such jurisdictions as each seller shall reasonably request, and do any

and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Common Stock owned by such seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this paragraph (g), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction.

(h) The Company will use its reasonable best efforts to cause the Common Stock covered by a registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller thereof to consummate the disposition thereof.

(i) The Company will notify each seller of Common Stock covered by a registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period of the Company's becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Common Stock, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(j) The Company will enter into such customary agreements (including an underwriting agreement in customary form) and take such other actions as sellers of a majority of such Common Stock or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Common Stock.

(k) The Company will make available for inspection by any seller of Common Stock covered by a registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company's officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement.

(l) The Company will obtain a "cold comfort" letter or letters from the Company's independent public accountants in customary form and covering matters of the type customarily covered by "cold comfort" letters as the sellers of a majority of the outstanding shares of Common Stock covered by the registration statement shall reasonably request.

(m) Each Stockholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in paragraph (i) such Stockholder will forthwith discontinue disposition of Common Stock pursuant to the registration statement covering such Common Stock until such Stockholder's receipt of the copies of the amended or supplemented prospectus contemplated by paragraph (i) and, if so directed by the Company, such Stockholder will deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Stockholder's possession, of the prospectus covering such Common Stock current at the time of receipt of such notice. In the event the Company shall give any such notice, the period for which the Company shall be required to keep the registration statement effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to paragraph (i) and including the date when each seller of Common Stock covered by such registration statement shall have received the copies of the supplemented or amended prospectus.

(n) If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or a registration statement pursuant to the requirements of the Securities Act, the Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of a majority in interest of the Stockholders, make publicly available such information), and it will take such further action as any Stockholder may reasonably request, all to the extent required from time to time to enable such Stockholder to sell shares of Common Stock without registration under the Securities Act within the limitations of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Stockholder, the Company will deliver to such Stockholder a written statement as to whether it has complied with such requirements. Notwithstanding anything contained in this paragraph (n) to the contrary, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder.

(o) The Company agrees that if the first Public Offering is not consummated within three years from the date of

this Agreement, that it will, in good faith, use its reasonable best efforts to provide Jupiter and Harris liquidity for all of the shares of Common Stock held by Jupiter and Harris on such date.

2.10 Participation Rights. (a) So long as this Agreement shall remain in effect, the Company shall not issue additional shares of Common Stock to any of the Blackstone Entities or any of their Affiliates (an "Issuance") unless, prior to such Issuance, the Company notifies the other Stockholders in writing of the proposed Issuance and grants to each other Stockholder the right (the "Right") to subscribe for and purchase such additional shares of Common Stock so issued at the same price and upon the same terms and conditions as issued in the Issuance such that immediately after giving effect to the Issuance and exercise of the Right, the shares of Common Stock owned by each of the Stockholders and its Affiliates (rounded to the nearest whole share) shall represent the same percentage of the aggregate number of shares of Common Stock outstanding on a fully diluted basis as was owned by each of the Stockholders and its Affiliates immediately prior to the Issuance.

(b) The Right may be exercised by the Stockholders at any time by written notice to the Company within 10 Business Days after the date on which the Stockholders receive notice from the Company of the proposed Issuance, and the closing of the purchase and sale pursuant to the exercise of the Right shall occur at least 30 days after the Company receives notice of the exercise of the Right and prior to or concurrently with the closing of the Issuance. Notwithstanding the foregoing, the Right shall not apply to (i) any issuance of Common Stock to all holders of Common Stock on a pro rata basis or
(ii) any issuance of Common Stock pursuant to a Public Offering.

SECTION 3. OTHER

3.1 Additional Securities Subject to Agreement. Each Stockholder agrees that any other shares of Common Stock which they shall hereafter acquire by means of a stock split, stock dividend, distribution or otherwise (other than pursuant to a Public Offering) shall be subject to the provisions of this Agreement to the same extent as if held on the date hereof. If any of the Stockholders is issued any warrants, rights, calls, options or other securities exchangeable or exercisable for or convertible into Common Stock, the Stockholders agree to amend this Agreement to the extent necessary to reflect such issuance in a manner consistent with the terms and conditions hereof.

3.2 Termination. This Agreement shall terminate, and thereby become null and void, in full on the earliest date on which the Blackstone Entities and their respective Affiliates do not collectively own 20% or more of the Common Stock then outstanding on a fully diluted basis; provided, that the provisions of Sections 2.7, 2.8 and 2.9 shall survive until such

time as none of the Blackstone Entities and their respective Affiliates own any shares of Common Stock.

3.3 Injunctive Relief. The Stockholders acknowledge and agree that a violation of any of the terms of this Agreement will cause irreparable injury for which adequate remedy at law is not available. Accordingly, it is agreed that each Stockholder shall be entitled to an injunction, restraining order or other equitable relief to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which they may be entitled at law or equity.

3.4 Other Stockholders' Agreements. Except for the Other Agreements, none of the Stockholders shall enter into any stockholder agreement or other arrangement of any kind with any Person with respect to shares of the Common Stock, and none of the Stockholders has previously entered into such an agreement that remains in full force and effect as of the date hereof, which is inconsistent with the provisions of this Agreement or which may impair its ability to comply with this Agreement.

3.5 Amendments. This Agreement may be amended only by a written instrument signed by the Blackstone Entities so long as it (or its Affiliates) owns Common Stock and by Jupiter, Harris and Dauch so long as they own (or their Affiliates own) Common Stock, and provided further that any amendment which adversely affects the Company or imposes an additional obligation on the Company must be approved in writing by the Company.

3.6 Successors, Assigns and Transferees. The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and transferees permitted hereunder (except for transferees that are transferred Common Stock pursuant to a Public Offering or pursuant to Section 2.5), each of which shall agree in a writing reasonably satisfactory in form and substance to the Company to become a party hereto and be bound to the same extent hereby as the transferor that has transferred the Common Stock to such transferees; provided, that if a Stockholder transfers a portion of its or his Common Stock to a transferee which is entitled to rights of the transferor hereunder, then such transferee(s) of such transferor shall exercise such rights as a single group with that transferor and its Affiliates.

3.7 Notices. All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or two days after being delivered to a recognized courier (whose stated terms of delivery are three days or less to the destination of such notice) or, in the case of telecopy notice, when received, addressed as follows to the

parties hereto, or to such other address as may be hereafter notified by the respective parties hereto:

When Jupiter Capital Corporation is the intended recipient:

Jupiter Capital Corporation c/o Ray Park Park Corporation 6200 Riverside Drive Cleveland, OH 44135 Telecopy: 216-265-2559

with a copy to:

When Richard E. Dauch is the intended recipient:

Richard E. Dauch c/o American Axle & Manufacturing, Inc. 1840 Holbrook Avenue Detroit, Michigan 48212-3488 Attention: Richard E. Dauch Telecopy: 313-974-3204

with a copy to:

When Morton E. Harris is the intended recipient:

to the address provided in the stock transfer books of the Company

When the Company is the intended recipient:

American Axle & Manufacturing
of Michigan, Inc.
1840 Holbrook Avenue
Detroit, Michigan  48212-3488
Attention:   Patrick Lancaster
Telecopy:    313-974-3204

with a copy to:

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017

Attention: Robert L. Friedman
Telecopy: 212-455-2502

When the Blackstone Entities are the intended recipient:

Blackstone Capital Partners II Merchant Banking Fund L.P.

Blackstone Offshore Capital Partners
II L.P.
Blackstone Family Investment
Partnership II L.P.
c/o Blackstone Management Associates
II L.P.
345 Park Avenue--31st Floor
New York, New York 10154
Attention: David A. Stockman
Telecopy: (914) 241-3786

with a copy to:

Simpson Thacher & Bartlett
425 Lexington Avenue
New York, New York 10017
Attention: Robert L. Friedman
Telecopy: 212-455-2502

3.8 Integration. This Agreement and the Recapitalization Agreement, and the documents referred to herein or therein, or delivered pursuant hereto or thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof. There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof and thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

3.9 Severability. If one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

3.10 Counterparts. This Agreement may be executed in two or more counterparts, and by different parties on separate counterparts each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

3.11 Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof. The parties executing this Agreement hereby agree to submit to the non-exclusive jurisdiction of the federal and state courts located in the State of New York in any action or proceeding arising out of or relating to this Agreement.

3.12 Approval of Affiliate Transactions. Until such time as the Rollover Holders own less than 10% of the shares of Common Stock then outstanding on a fully diluted basis, the Company shall not agree to, engage in or otherwise complete any Affiliate Transaction that would require written approval of the banks under the Credit Agreement, dated as of October 27, 1997 among the Company and the several lenders from time to time thereto, other than a transaction determined in advance of such transaction by the Board of Directors of the Company as being upon terms no less favorable to the Company than terms obtainable from a third party on an arms-length basis. For purposes of this Section 3.13, "Affiliate Transaction" means any transaction or series of related transactions (including, but not limited to, the purchase, sale, lease or exchange of any property or the rendering of any service pursuant to any management or consulting arrangement or otherwise, but excluding (v) the payment of management or monitoring fees (which initially shall be the greater of (i) $2.0 million and (ii) 1% of EBITDA per annum (subject to adjustment in the event of acquisitions by the Company) to any Blackstone Entity or an Affiliate of a Blackstone Entity, (w) the reimbursement of out-of-pocket expenses of directors for services rendered in such capacity, (x) the payment of customary directors' fees, (y) the payment of customary investment banking fees to any Blackstone Entity or an Affiliate of a Blackstone Entity in consideration of services rendered and (z) transactions expressly contemplated by the Recapitalization Agreement and the exhibits thereto) between the Company or any of its subsidiaries, on the one hand, and any Affiliate of the Company (other than the Company or any of its subsidiaries), on the other hand, or by the Company or any of its subsidiaries for the benefit of any Affiliate of the Company (other than the Company or any of its subsidiaries).

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.

BLACKSTONE CAPITAL PARTNERS II
MERCHANT BANKING FUND L.P.

BLACKSTONE OFFSHORE CAPITAL PARTNERS
II L.P.

BLACKSTONE FAMILY INVESTMENT
PARTNERS II L.P.

By: Blackstone Management Associates
II L.L.C., general partner

By: /s/ David A. Stockman
    -----------------------------------
Name:   David A. Stockman
Title:  General Partner

JUPITER CAPITAL CORPORATION

By: /s/ Raymond Park
   ------------------------------------
    Name: Raymond Park
    Title: President

/s/ Richard E. Dauch
---------------------------------------
RICHARD E. DAUCH


/s/ Morton E. Harris
---------------------------------------
MORTON E. HARRIS

AMERICAN AXLE & MANUFACTURING OF
MICHIGAN, INC.

By: /s/ Richard E. Dauch
    -----------------------------------
   Name: Richard E. Dauch
   Title: President

MONITORING AGREEMENT

This Monitoring Agreement (this "Agreement"), dated as of October 29, 1997, between American Axle & Manufacturing of Michigan, Inc., a Michigan corporation (together with its subsidiaries, the "Company"), and Blackstone Management Partners L.P., a Delaware limited partnership ("Blackstone").

WHEREAS, Blackstone, by and through itself, its affiliates and their respective officers, employees and representatives, has expertise in the areas of management, finance, strategy, investment, acquisitions and other matters relating to the business of the Company; and

WHEREAS, the Company desires to avail itself, for the term of this Agreement, of the expertise of Blackstone in the aforesaid areas and Blackstone wishes to provide the services to the Company as herein set forth.

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions contained herein, the parties hereto agree as follows:

1. Appointment. The Company hereby appoints Blackstone to render the advisory and consulting services described in Section 2 hereof for the term of this Agreement.

2. Services. Blackstone hereby agrees that during the term of this Agreement it shall render to the Company and its subsidiaries, by and through itself, its affiliates, and their respective officers, members, employees and representatives as Blackstone in its sole discretion shall designate from time to time, advisory and consulting services in relation to the affairs of the Company and its subsidiaries in connection with ongoing strategic and operational oversight of the Company, including, without limitation, (i) advice in designing financing structures and advice regarding relationships with the Company's lenders and bankers; (ii) advice regarding the structure and timing of public offerings of debt and equity securities of the Company; (iii) advice regarding property dispositions or acquisitions; and
(iv) such other advice directly related or ancillary to the above financial advisory services as may be reasonably requested by the Company. It is expressly agreed that the services to be performed hereunder shall not include investment banking or other financial advisory services rendered by Blackstone or its affiliates to the Company in connection with any specific acquisition, divestiture, refinancing or recapitalization by the Company or any of its subsidiaries. Blackstone may be entitled to receive additional compensation for providing services of the type specified in the preceding sentence by mutual agreement of the Company or such subsidiary and Blackstone.

3. Fees. In consideration of the services contemplated by
Section 2, for the term of this Agreement, the Company and its successors agree to pay to Blackstone an annual monitoring fee (the "Monitoring Fee")

which will be paid semi-annually and in advance. The first payment of $838,356 shall be paid on the Closing Date (as defined in the Recapitalization and Stock Purchase Agreement, dated as of September 19, 1997, between the Company, American Axle & Manufacturing, Inc., AAM Acquisition, Inc., Jupiter Capital Corporation, Richard E. Dauch and Morton E. Harris). On each March 31 and September 30, the Company shall pay Blackstone $1 million. In addition, on each March 31 commencing on March 31, 1999, the Company shall pay Blackstone an amount equal to 1% of EBITDA (as defined below) for the most recently completed fiscal year less $2,000,000 (if such amount is positive). For purposes of this Section 3, "EBITDA" shall have the meaning set forth in the Credit Agreement, dated as of October 27, 1997 among the Company, American Axle & Manufacturing, Inc., the lenders named therein, The Chase Manhattan Bank, as administrative agent and collateral agent and Chase Manhattan Bank Delaware, as fronting bank (the "Credit Agreement").

4. Reimbursements. In addition to the Monitoring Fee payable pursuant to this Agreement, the Company shall pay directly or reimburse Blackstone for its Out-of-Pocket Expenses (as defined below). Promptly following the Company's request therefor, Blackstone will provide written back-up relating to any Out-of-Pocket Expenses to be paid or reimbursed by the Company pursuant to this Agreement. For the purposes of this Agreement, the term "Out-of-Pocket Expenses" shall mean the reasonable out-of-pocket costs and expenses incurred by Blackstone or its affiliates in connection with the services rendered hereunder, including, without limitation, (i) fees and disbursements of any independent professionals and organizations, including independent accountants, outside legal counsel or consultants, (ii) costs of any outside services or independent contractors such as financial printers, couriers, business publications, on-line financial services or similar services, (iii) research and research related expenses and (iv) transportation, per diem costs, word processing expenses or any similar expense not associated with its ordinary operations. All reimbursements for Out-of-Pocket Expenses shall be made promptly upon or as soon as practicable after presentation by Blackstone to the Company of a written statement thereof.

5. Indemnification. The Company will indemnify and hold harmless Blackstone, its affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents and representatives (each such person being an "Indemnified Party") from and against any and all losses, claims, damages and liabilities, whether joint or several (the "Liabilities"), related to, arising out of or in connection with the advisory and consulting services contemplated by this Agreement or the

engagement of Blackstone pursuant to, and the performance by Blackstone of the services contemplated by, this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys' fees and expenses) as they are

incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding for which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto, provided that, subject to the following sentence, the Company shall be entitled to assume the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment. Any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense, and in any action, claim, suit, investigation or proceeding in which both the Company and/or one or more of its subsidiaries, on the one hand, and an Indemnified Party, on the other hand, is, or is reasonably likely to become, a party, such Indemnified Party shall have the right to employ separate counsel at the expense of the Company and to control its own defense of such action, claim, suit, investigation or proceeding if, in the reasonable opinion of counsel to such Indemnified Party, a conflict or potential conflict exists between the Company, on the one hand, and such Indemnified Party, on the other hand, that would make such separate representation advisable. The Company agrees that it will not, without the prior written consent of the applicable Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, suit, investigation, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the applicable Indemnified Party and each other Indemnified Party from all liability arising or that may arise out of such claim, suit, investigation, action or proceeding. Provided the Company is not in breach of its indemnification obligations hereunder, no Indemnified Party shall settle or compromise any claim subject to indemnification hereunder without the consent of the Company. The Company will not be liable under the foregoing indemnification provision with respect to any Indemnified Party, to the extent that any loss, claim, damage, liability, cost or expense is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted primarily from the gross negligence or willful misconduct of Blackstone. If an Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined

that the Liabilities in question resulted primarily from the gross negligence or willful misconduct of Blackstone.

The Company agrees that if any indemnification sought by any Indemnified Party pursuant to this Section 5 is unavailable for any reason or is insufficient to hold the Indemnified Party harmless against any Liabilities referred to herein, then the Company shall contribute to the Liabilities for which such indemnification is held unavailable or insufficient in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by the Company, on the one hand, and Blackstone, on the other hand, in connection with the transactions which gave rise to such Liabilities or, if such allocation is not permitted by applicable law, not only such relative benefits but also the relative faults of the Company, on

the one hand, and Blackstone, on the other hand, as well as any other equitable considerations, subject to the limitation that in any event the aggregate contribution by the Indemnified Parties to all Liabilities with respect to which contribution is available hereunder shall not exceed the fees actually received by Blackstone in connection with the transaction which gave rise to such Liabilities (excluding any amounts paid as reimbursement of expenses).

6. Accuracy of Information. The Company shall furnish or cause to be furnished to Blackstone such information as Blackstone believes appropriate to its assignment (all such information so furnished being the "Information"). The Company recognizes and confirms that Blackstone (i) will use and rely primarily on the Information and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having independently verified the same, (ii) does not assume responsibility for the accuracy or completeness of the Information and such other information and (iii) is entitled to rely upon the Information without independent verification.

7. Term. This Agreement shall be effective as of the date hereof and shall continue until Blackstone and its affiliates beneficially own less than one-half the percentage of the aggregate voting power represented by the issued and outstanding capital stock beneficially owned by Blackstone and its affiliates on the Closing Date (such termination date, the "Termination Date"), provided that Section 4 shall remain in effect with respect to Out-of-Pocket Expenses incurred prior to the Termination Date. The provisions of Sections 5, 7 and 9 and otherwise as the context so requires shall survive the termination of this Agreement.

8. Permissible Activities. Subject to applicable law, nothing herein shall in any way preclude Blackstone, its affiliates or their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, agents or representatives from engaging in

any business activities or from performing services for its or their own account or for the account of others, including for companies that may be in competition with the business conducted by the Company.

9. Miscellaneous.

(a) No amendment or waiver of any provision of this Agreement, or consent to any departure by either party hereto from any such provision, shall be effective unless the same shall be in writing and signed by all of the parties hereto. Any amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The waiver by any party of any breach of this Agreement shall not operate as or be construed to be a waiver by such party of any subsequent breach.

(b) Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by telecopier, Federal Express, or other overnight courier, addressed as follow or to such other address of which the parties may have given notice:

If to Blackstone:                   Blackstone Management Partners L.P.
                                    345 Park Avenue, 31st Floor
                                    New York, New York  10154
                                    Attention:  David A. Stockman
                                    Telecopy:   (212) 754-8704
                                    Telephone:  (212) 836-9805

If to the Company:                  American Axle & Manufacturing
                                    of Michigan, Inc.
                                    1840 Holbrook Avenue
                                    Detroit, Michigan 48212
                                    Attention:  General Counsel
                                    Telecopy:   (313) 974-2000
                                    Telephone:  (765) 974-3204

Unless otherwise specified herein, such notices or other communications shall be deemed received (i) on the date delivered, if delivered personally or sent by telecopier, and (ii) one business day after being sent by Federal Express or other overnight courier.

(c) This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof, and shall supersede all previous oral and written (and all contemporaneous oral) negotiations, commitments, agreements and understandings relating hereto.

(d) This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York. This Agreement shall inure to the benefit of, and be binding upon, Blackstone, the Company and their respective

successors and assigns. The provisions of Section 5 shall inure to the benefit of each Indemnified Party.

(e) This Agreement may be executed by one or more parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

(f) The waiver by any party of any breach of this Agreement shall not operate as or be construed to be a waiver by such party of any subsequent breach.

(g) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered by their duly authorized officers or agents as of the date first above written.

AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.

By:  /s/ Richard E. Dauch
    ---------------------------------
Name: Richard E. Dauch
Title: President

BLACKSTONE MANAGEMENT PARTNERS L.P.

By: Blackstone Management Partners
L.L.C., its General Partner

By:   /s/ David A. Stockman
    ----------------------------------
    Name:   David A. Stockman
    Title:  Member

EXECUTION COPY

CREDIT AGREEMENT

Dated as of October 27, 1997,

Among

AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC.,

AMERICAN AXLE & MANUFACTURING, INC.,

THE LENDERS NAMED HEREIN,

THE CHASE MANHATTAN BANK,

as Administrative Agent and

Collateral Agent,

and

CHASE MANHATTAN BANK DELAWARE,

as Fronting Bank

TABLE OF CONTENTS

                                                                                                      Page
                                                                                                      ----

                                          ARTICLE I. DEFINITIONS

SECTION 1.01.  Defined Terms.............................................................................2
SECTION 1.02.  Terms Generally..........................................................................23


                                         ARTICLE II. THE CREDITS

SECTION 2.01.  Commitments..............................................................................23
SECTION 2.02.  Loans....................................................................................26
SECTION 2.03.  Borrowing Procedure......................................................................27
SECTION 2.04.  Evidence of Debt; Repayment of Loans.....................................................28
SECTION 2.05.  Fees.....................................................................................28
SECTION 2.06.  Interest on Loans........................................................................29
SECTION 2.07.  Default Interest.........................................................................29
SECTION 2.08.  Alternate Rate of Interest...............................................................30
SECTION 2.09.  Termination and Reduction of Commitments.................................................30
SECTION 2.10.  Conversion and Continuation of Term Borrowings...........................................30
SECTION 2.11.  Repayment of Term Borrowings.............................................................32
SECTION 2.12.  Prepayment...............................................................................33
SECTION 2.13.  Reserve Requirements; Change in Circumstances............................................35
SECTION 2.14.  Change in Legality.......................................................................36
SECTION 2.15.  Indemnity................................................................................37
SECTION 2.16.  Pro Rata Treatment.......................................................................37
SECTION 2.17.  Sharing of Setoffs.......................................................................38
SECTION 2.18.  Payments.................................................................................38
SECTION 2.19.  Taxes....................................................................................39
SECTION 2.20.  Letters of Credit........................................................................41
SECTION 2.21.  Replacement of Lenders...................................................................45


                               ARTICLE III. REPRESENTATIONS AND WARRANTIES

SECTION 3.01.  Organization; Powers.....................................................................46
SECTION 3.02.  Authorization............................................................................46
SECTION 3.03.  Enforceability...........................................................................46
SECTION 3.04.  Governmental Approvals...................................................................46
SECTION 3.05.  Financial Statements.....................................................................47
SECTION 3.06.  No Material Adverse Change...............................................................47
SECTION 3.07.  Title to Properties; Possession Under Leases.............................................47
SECTION 3.08.  Subsidiaries.............................................................................48
SECTION 3.09.  Litigation; Compliance with Laws.........................................................48
SECTION 3.10.  Agreements...............................................................................48
SECTION 3.11.  Federal Reserve Regulations..............................................................48

SECTION 3.12.  Investment Company Act; Public Utility Holding
                           Company Act..................................................................49
SECTION 3.13.  Use of Proceeds..........................................................................49
SECTION 3.14.  Tax Returns..............................................................................49
SECTION 3.15.  No Material Misstatements................................................................49
SECTION 3.16.  Employee Benefit Plans...................................................................49
SECTION 3.17.  Environmental Matters....................................................................50
SECTION 3.18.  Capitalization of AAMM and the Borrower..................................................51
SECTION 3.19.  Security Documents.......................................................................51
SECTION 3.20.  Location of Real Property and Leased Premises............................................52
SECTION 3.21.  Solvency.................................................................................52
SECTION 3.22.  Labor Matters............................................................................52
SECTION 3.23.  Insurance................................................................................53

Contents, p. 2

                                                                                                      Page
                                                                                                      ----

SECTION 3.24.  AAMCM....................................................................................53

                                    ARTICLE IV. CONDITIONS OF LENDING

SECTION 4.01.  All Credit Events........................................................................53
SECTION 4.02.  First Credit Event--The Escrow Funding.  ................................................53
SECTION 4.03.  The Escrow Release.  ....................................................................56



                                     ARTICLE V. AFFIRMATIVE COVENANTS

SECTION 5.01.  Existence; Businesses and Properties.....................................................57
SECTION 5.02.  Insurance................................................................................58
SECTION 5.03.  Taxes....................................................................................59
SECTION 5.04.  Financial Statements, Reports, etc.......................................................59
SECTION 5.05.  Litigation and Other Notices.............................................................61
SECTION 5.06.  Employee Benefits........................................................................61
SECTION 5.07.  Maintaining Records; Access to Properties and
                           Inspections..................................................................61
SECTION 5.08.  Use of Proceeds..........................................................................62
SECTION 5.09.  Compliance with Environmental Laws.......................................................62
SECTION 5.10.  Preparation of Environmental Reports.....................................................62
SECTION 5.11.  Further Assurances.......................................................................62
SECTION 5.12.  Fiscal Year; Accounting..................................................................63
SECTION 5.13.  Dividends................................................................................63
SECTION 5.14.  Interest Rate Protection Agreements......................................................63
SECTION 5.15.  Surveys..................................................................................63
SECTION 3.23.  Dissolution of AAMCM.....................................................................63

                                      ARTICLE VI. NEGATIVE COVENANTS

SECTION 6.01.  Indebtedness.............................................................................64
SECTION 6.02.  Liens....................................................................................65
SECTION 6.03.  Sale and Lease-Back Transactions.........................................................68
SECTION 6.04.  Investments, Loans and Advances..........................................................68
SECTION 6.05.  Mergers, Consolidations, Sales of Assets and
                           Acquisitions.................................................................69
SECTION 6.06.  Dividends and Distributions..............................................................70
SECTION 6.07.  Transactions with Affiliates.............................................................71
SECTION 6.08.  Business of AAMM, the Borrower and the Subsidiaries......................................72
SECTION 6.09.  Permitted Lease Financings, Additional Lease
                           Financings, Permitted Receivables Financings
                           and Other Material Agreements................................................72
SECTION 6.10.  Capital Expenditures.....................................................................73
SECTION 6.11.  Interest Coverage Ratio..................................................................73
SECTION 6.12.  Net Leverage Ratio.......................................................................74
SECTION 6.13.  Minimum Retained Cash Earnings...........................................................75


                                      ARTICLE VII. EVENTS OF DEFAULT


                     ARTICLE VIII. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT


                                        ARTICLE IX. MISCELLANEOUS

SECTION 9.01.  Notices..................................................................................80
SECTION 9.02.  Survival of Agreement....................................................................80

Contents, p. 3

                                                                                                      Page
                                                                                                      ----
SECTION 9.03.  Binding Effect...........................................................................81
SECTION 9.04.  Successors and Assigns...................................................................81
SECTION 9.05.  Expenses; Indemnity......................................................................84
SECTION 9.06.  Right of Setoff..........................................................................85
SECTION 9.07.  Applicable Law...........................................................................85
SECTION 9.08.  Waivers; Amendment.......................................................................86
SECTION 9.09.  Interest Rate Limitation.................................................................87
SECTION 9.10.  Entire Agreement.........................................................................87
SECTION 9.11.  WAIVER OF JURY TRIAL.....................................................................87
SECTION 9.12.  Severability.............................................................................87
SECTION 9.13.  Counterparts.............................................................................87
SECTION 9.14.  Headings.................................................................................87
SECTION 9.15.  Jurisdiction; Consent to Service of Process..............................................87
SECTION 9.16.  Confidentiality..........................................................................88
SECTION 9.17.  Release of Liens and Guarantees..........................................................88
SECTION 9.18.  Pre-Funding Escrow Arrangements..........................................................89

                             Exhibits and Schedules

Exhibit A              Form of Administrative Questionnaire
Exhibit B              Form of Assignment and Acceptance
Exhibit C              Form of Borrowing Request
Exhibit D              Form of Indemnity, Subrogation and Contribution
                          Agreement
Exhibit E              Form of Intellectual Property Security Agreement
Exhibit F              Form of Mortgage
Exhibit G              Form of Parent Guarantee Agreement
Exhibit H              Form of Pledge Agreement
Exhibit I              Form of Security Agreement
Exhibit J              Form of Subsidiary Guarantee Agreement
Exhibit K-1            Form of Opinion of Simpson Thacher & Bartlett
Exhibit K-2            Form of Opinion of Patrick Lancaster
Exhibit K-3            Form of Opinion of Dykema Gossett PLLC


Schedule B             Pricing Adjustments
Schedule C             Lease Terms
Schedule D             GAAP Deviations
Schedule E             Park Fees
Schedule F             Existing Lease
Schedule 1.01          Existing Indebtedness
Schedule 2.01          Commitments
Schedule 2.20          Letters of Credit

Schedule 3.05          Contingent Liabilities
Schedule 3.07(c)       Intellectual Property
Schedule 3.07(d)       Condemnation Proceedings
Schedule 3.07(e)       Mortgaged Property Rights
Schedule 3.08          Subsidiaries
Schedule 3.09          Litigation
Schedule 3.14          Taxes
Schedule 3.17          Environmental Matters
Schedule 3.18          Capitalization
Schedule 3.19          Filing Offices
Schedule 3.20          Real Property and Leased Premises
Schedule 3.22          Labor Matters
Schedule 3.23          Insurance
Schedule 6.01          Indebtedness
Schedule 6.02          Liens

                                                                  Contents, p. 4

Schedule 6.04          Investments
Schedule 6.07          Transactions with Affiliates

CREDIT AGREEMENT dated as of October 27,
1997, among AMERICAN AXLE & MANUFACTURING OF MICHIGAN, INC., a Michigan corporation ("AAMM"), AMERICAN AXLE & MANUFACTURING, INC., a Delaware corporation (the "Borrower"), the financial institutions listed on Schedule 2.01 (the "Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capacity, the "Collateral Agent") for the Lenders, and CHASE MANHATTAN BANK DELAWARE, as fronting bank (in such capacity, the "Fronting Bank").

Pursuant to or in connection with the transactions contemplated by the Recapitalization Agreement (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), (a) the Fund and certain other investors (such investors, together with the Fund, the "Investors") designated by (and consisting principally of affiliates of) the Fund, propose to acquire (the "Stock Purchase") from Jupiter Capital Corporation ("Jupiter") and Dauch (Jupiter and Dauch, together with Harris, the "Continuing Shareholders"), for an aggregate amount of not less than $120,000,000 in cash (to be reduced by up to $16,000,000 in the aggregate on a dollar-for-dollar basis by the value of the options to acquire shares of the common stock of AAMM ("AAMM Common Stock") issued in connection with the Borrower's existing phantom stock plan that are rolled over (the "Phantom Equity Rollover") in connection with the Recapitalization (as such term is defined below)), a certain number of shares of AAMM Common Stock, so that, after giving effect to the Stock Purchase and the Continuing Shareholders Redemption, the Investors will own not less than 68.0% (or such lesser percentage, but not less than 58%, resulting after giving effect to the Phantom Equity Rollover) of the AAMM Common Stock, (b) the Continuing Shareholders will receive in the aggregate not more than $580,000,000 (which includes the amount required to effect the Jupiter Preferred Stock Repurchase and the amounts paid as dividends and used for the redemption of AAMM Common Stock in accordance with clauses (g) and (h) below) in cash, consisting of (i) proceeds from the Continuing Shareholders Redemption and (ii) not less than $120,000,000 (subject to reduction as described above) in proceeds from the Stock Purchase, (c) three Business Days prior to the consummation of the Stock Purchase, Jupiter will purchase from GM all of the Borrower's issued and outstanding shares of Class A Preferred Stock (the "GM Preferred Stock Purchase") pursuant to the Class A Preferred Stock Purchase Agreement (the "GM Preferred Stock Purchase Agreement") dated as of September 19, 1997, between GM and Jupiter, (d) the Borrower will repurchase from Jupiter all of the Borrower's issued and outstanding shares of Class A Preferred Stock (the "Jupiter Preferred Stock Repurchase"), (e) the Continuing Shareholders will contribute all of the Borrower's outstanding shares of common stock to AAMM in exchange for an equal number of newly issued shares of AAMM Common Stock, (f) one or more newly formed, wholly owned, bankruptcy-remote,

special-purpose subsidiaries or trusts of the Borrower will obtain the Receivables Facility, (g) the Borrower will declare and pay a cash dividend to AAMM and any AAMM Common Stock owned by the Borrower will be canceled, (h) AAMM will redeem shares of AAMM Common Stock held by Jupiter and Harris (the "Continuing Shareholders Redemption") and will reimburse Jupiter for the election tax payable in connection therewith, (i) the Continuing Shareholders will retain AAMM Common Stock and Dauch will retain unexercised options on the common stock of the Borrower having a combined value of at least $52,000,000 (based on the price per share of AAMM Common Stock paid to the Continuing Shareholders pursuant to the Stock Purchase and the Continuing Shareholders Redemption), (j) the Borrower will repay all the Existing Indebtedness, (k) costs and expenses incurred in connection with the foregoing transactions will be paid and (l) not more than $30,000,000 of the Borrower's fees and expenses in connection with the Recapitalization, including fees, expenses and payments in connection with the Borrower's stock options (including phantom options) plan payable by the Borrower (the "Company Closing Costs"), will be paid. After giving effect to the foregoing transactions (such transactions being collectively referred to as the "Recapitalization"), AAMM will have a net equity value (consisting of the AAMM Common Stock purchased by the Investors, the

AAMM Common Stock held by the Continuing Shareholders and the unexercised options on the common stock of the Borrower held by Dauch, and based on the purchase price paid by the Investors to the Continuing Shareholders pursuant to the Stock Purchase) of at least $175,000,000 and not more than 32.0% (or such greater percentage, but not greater than 42%, resulting after giving effect to the Phantom Equity Rollover) of the AAMM Common Stock will be owned by the Continuing Shareholders.

The Borrower has requested the Lenders to extend credit in the form of (a) Tranche A Term Loans from time to time on and after the Closing Date and prior to 24 months after the Closing Date, in an aggregate principal amount not in excess of $125,000,000, (b) Tranche B Term Loans on the Closing Date, in an aggregate principal amount not in excess of $375,000,000, (c) Revolving Loans and Swingline Loans at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate principal amount at any time outstanding not in excess of the difference between (i) $250,000,000 and (ii) the Revolving L/C Exposure at such time and (d) Letters of Credit, at any time and from time to time prior to the Revolving Credit Maturity Date, in an aggregate stated amount at any time outstanding not in excess of $30,000,000.

The proceeds of the Tranche B Term Loans will be used on the Closing Date, together with (a) available cash of the Borrower on the Closing Date, (b) up to $100,000,000 of the proceeds of Revolving Loans and (c) the proceeds of the initial sale by the Borrower and the Subsidiaries on the Closing Date of receivables and related property under the Receivables Facility, solely
(i) to pay the cash dividend to AAMM that AAMM will use to make the cash payment to Jupiter and Harris in connection with the Continuing Shareholders Redemption,
(ii) to repay in full the Existing Indebtedness, (iii) to pay related fees, expenses and other transaction costs (including tax liabilities), (iv) to

finance the Jupiter Preferred Stock Repurchase and (v) to pay the Company Closing Costs. The proceeds of the Tranche A Term Loans will be used to finance Capital Expenditures and to refinance Revolving Loans. The proceeds of Revolving Loans (except as described above) will be used for general corporate purposes, including the financing of purchases by the Borrower of Manufacturing Equipment or other equipment in connection with or prior to any Permitted Lease Financing or Additional Lease Financing. The Letters of Credit and Swingline Loans will be used for general corporate purposes.

The Lenders are willing to extend such credit to the Borrower and the Fronting Bank is willing to issue Letters of Credit for the account of the Borrower, in each case on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I. DEFINITIONS

SECTION 1.01. Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

"AAMCM" shall mean American Axle & Manufacturing Capital Management, a Michigan co-partnership.

"AAMM" shall have the meaning given such term in the introductory paragraph of this Agreement.

"AAMM Common Stock" shall have the meaning given such term in the preamble to this Agreement.

"ABR Borrowing" shall mean a Borrowing comprised of ABR Loans.

"ABR Loan" shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan.

"ABR Revolving Loan" shall mean any Revolving Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

"ABR Term Borrowing" shall mean a Borrowing comprised of ABR Term Loans.

"ABR Term Loan" shall mean any Term Loan bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions of Article II.

"Acquisitionco" shall mean AAM Acquisition, Inc., a Delaware corporation.

"Additional Lease Financing" shall mean one or more lease financings, other than any Permitted Lease Financing, of Manufacturing Equipment or other equipment, pursuant to leases and related documentation (including leveraged leases and single investor leases) to be entered into by the Borrower or any Subsidiary, as lessee, and one or more institutional equity investors or agents or affiliates thereof or one or more banks or trust companies or agents or affiliates thereof acting as trustee for one or more institutional equity investors or agents or affiliates thereof, as lessor, after the Closing Date and prior to the termination of this Agreement. Any such lease shall contain terms and conditions substantially as set forth on Schedule C and other customary terms and conditions not inconsistent with Schedule C that are approved by the Administrative Agent (such approval not to be unreasonably withheld).

"Adjusted LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the product of
(a) the LIBO Rate in effect for such Interest Period and (b) Statutory Reserves, if any.

"Administrative Agent" shall have the meaning given such term in the introductory paragraph of this Agreement.

"Administrative Agent Fees" shall have the meaning given such term in Section 2.05(c).

"Administrative Questionnaire" shall mean an Administrative Questionnaire in the form of Exhibit A.

"Affiliate" shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified.

"Aggregate Revolving Credit Exposure" shall mean the aggregate amount of the Lenders' Revolving Credit Exposures.

"Alternate Base Rate" shall mean, for any day, a rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds Effective Rate, including the failure of the Federal Reserve Bank of New York to publish rates or the inability of the Administrative Agent to obtain quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the preceding sentence until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

"Applicable Percentage" of any Revolving Credit Lender at any time shall mean the percentage of the Total Revolving Credit Commitment represented by such Lender's Revolving

Credit Commitment. In the event the Revolving Credit Commitments shall have expired or been terminated, the Applicable Percentages shall be determined on the basis of the Revolving Credit Commitments most recently in effect, but giving effect to any assignments pursuant to Section 9.04.

"Approved Fund" shall mean, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is advised or managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Assignment and Acceptance" shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by the Administrative Agent and the Borrower, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

"Board" shall mean the Board of Governors of the Federal Reserve System of the United States.

"Borrower" shall have the meaning given such term in the introductory paragraph of this Agreement.

"Borrowing" shall mean a group of Loans of a single Type under a single Tranche or consisting solely of Revolving Loans or Swingline Loans and made on a single date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

"Borrowing Request" shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit C.

"Business Day" shall mean any day other than a Saturday, Sunday or day on which banks in New York City are authorized or required by law to close; provided, however, that when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

"Capital Expenditures" shall mean, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in "additions to property, plant or equipment" or similar items reflected in the statement of cash flows of such person (which shall be deemed to include expenditures by such person to acquire stock or other evidence of beneficial ownership of any other person for the purpose of acquiring the capital assets of such person); provided, however, that Capital Expenditures for the Borrower and the Subsidiaries shall not include (a) expenditures to the extent they are made with the proceeds of the issuance of Capital Stock of AAMM after the Closing Date (to the extent not previously used to prepay Indebtedness (other than Revolving Loans or Swingline Loans), make any investment or capital expenditure or otherwise for any purpose resulting in a deduction to Excess Cash Flow in any

fiscal year) or with funds that if not so spent would constitute Net Proceeds under clause (a) of the definition of the term "Net Proceeds", (b) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire assets or properties useful in the business of the Borrower and the Subsidiaries within 12 months of receipt of such proceeds, (c) interest capitalized during such period, (d) expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding AAMM or any subsidiary thereof) and for which neither AAMM nor any subsidiary thereof has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after such period) or (e) the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure actually having been made in such period, provided that any expenditure necessary in order to permit such asset to be reused shall be included as a Capital

Expenditure during the period that such expenditure actually is made and such book value shall have been included in Capital Expenditures when such asset was originally acquired.

"Capital Lease Obligations" of any person shall mean the obligations of such person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP and, for purposes hereof, the amount of such obligations at any time shall be the capitalized amount thereof at such time determined in accordance with GAAP.

"Capital Stock" of any person shall mean any and all shares, interests, rights to purchase, warrants, options, participation or other equivalents of or interests in (however designated) equity of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, but excluding any debt securities convertible into such equity.

"Cash Interest Expense" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis for any period, Interest Expense for such period less the sum of (a) pay-in-kind Interest Expense, (b) to the extent included in Interest Expense, the amortization of fees paid by AAMM, the Borrower or any Subsidiary on or prior to the Closing Date in connection with the Recapitalization, (c) the amortization of debt discounts, if any, or fees in respect of Interest Rate Protection Agreements and (d) gross interest income of AAMM, the Borrower and the Subsidiaries for such period.

"CERCLA" shall have the meaning given such term in the definition of the term "Environmental Law".

A "Change in Control" shall be deemed to have occurred if, subsequent to the consummation of the Recapitalization (a) AAMM should fail to own directly, beneficially and of record, free and clear of any and all Liens (other than Liens in favor of the Collateral Agent pursuant to the Pledge Agreement), 100% of the issued and outstanding capital stock of the Borrower (other than options on the common stock of the Borrower issued to Dauch prior to the date hereof (the "Dauch Options") and common stock of the Borrower issued to Dauch pursuant to the exercise of such options, representing on a combined basis not more than 16.8% of the common stock of the Borrower on a fully diluted basis); (b) any person or group (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof), other than the Fund, Fund Affiliates and members of management of AAMM or the Borrower holding voting stock of AAMM or options to acquire such stock on the Closing Date (collectively, the "Designated Persons") or any combination of Designated Persons, shall own beneficially, directly or indirectly, in the aggregate shares representing more than 25% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of AAMM at a time when Designated Persons or any combination of Designated Persons shall fail to own beneficially, directly or indirectly, shares representing at least a majority of the aggregate ordinary voting power represented by the issued and outstanding capital stock of AAMM; (c) the Designated Persons or any combination of Designated Persons shall fail to own beneficially, directly or indirectly, in the aggregate shares representing at least 51% of the aggregate ordinary voting power represented by the issued and outstanding capital stock of AAMM (such 51% to be reduced by the percentage of such voting power represented by the shares sold by such persons in any public offering of shares of AAMM or by the dilution suffered by such persons in such public offering, but in any event not to a percentage below 35%); (d) any person or group (within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 as in effect on the date hereof), other than management of AAMM or the Borrower, shall own beneficially, directly or indirectly, in the aggregate shares representing a greater percentage of the aggregate ordinary voting power represented by the issued and outstanding capital stock of AAMM than the aggregate ordinary voting power at such time represented by the issued and outstanding capital stock of AAMM owned beneficially, directly or indirectly, by the Fund and Fund Affiliates (excluding, for this purpose, from the definition of Fund Affiliates management of AAMM or the Borrower), provided that, a Change

of Control shall be deemed to have occurred at any time when both (i) management of AAMM or the Borrower shall own beneficially, directly or indirectly, in the aggregate shares representing a greater percentage of the aggregate ordinary voting power represented by the issued and outstanding capital stock of AAMM than the aggregate ordinary voting power at such time represented by the issued and outstanding capital stock of AAMM owned beneficially, directly or indirectly, by the Fund and Fund Affiliates (excluding, for this purpose, from

the definition of Fund Affiliates management of AAMM or the Borrower), and (ii) the Fund and Fund Affiliates shall fail to own beneficially, directly or indirectly, in the aggregate shares representing at least one-half the percentage of the aggregate ordinary voting power represented by the issued and outstanding capital stock of AAMM owned by the Fund and Fund Affiliates (excluding, for this purpose, from the definition of Fund Affiliates management of AAMM or the Borrower) on the Closing Date; (e) a majority of the seats (excluding vacant seats) on the board of directors of AAMM shall at any time after the Closing Date have been occupied by persons who were neither (i) nominated by any one or more Designated Persons or by a majority of the board of directors of AAMM, nor (ii) appointed by directors so nominated; or (f) a change in control with respect to AAMM or the Borrower (or similar event, however denominated) shall occur under any indenture or agreement in respect of Indebtedness or Lease Financings in an aggregate outstanding principal amount or with a Remaining Present Value in excess of $25,000,000 to which AAMM, the Borrower or any Subsidiary is party and all the holders of such Indebtedness or lessors in respect of such Lease Financings have exercised any right arising as a result of such change in control to require AAMM, the Borrower or any Subsidiary to redeem or repurchase such Indebtedness or to purchase the equipment subject to such Lease Financing. For purposes of clauses (b) and (c) of this definition, the term "Designated Person" shall be deemed to include any other holder or holders of shares of AAMM having ordinary voting power if AAMM or the Fund or any Fund Affiliate shall have the power to vote (or cause to be voted at its discretion), pursuant to contract, irrevocable proxy or otherwise, the shares held by such holder.

"Closing Date" shall mean a single date (which shall in no event be later than October 29, 1997) on which the initial Borrowing or issuance of a Letter of Credit (which shall in no event be later than the second Business Day after the consummation of the GM Preferred Stock Purchase) occurs hereunder.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" shall mean all the "Collateral" as defined in any Security Document and shall also include the Mortgaged Properties.

"Collateral Agent" shall have the meaning given such term in the introductory paragraph of this Agreement.

"Commitment Fee" shall have the meaning given such term in
Section 2.05(a).

"Commitments" shall mean, with respect to any Lender, such Lender's Revolving Credit Commitment, Term Commitments and Swingline Loan Commitment and, with respect to any Fronting Bank, its Revolving L/C Commitment.

"Company Closing Costs" shall have the meaning given such term in the preamble to this Agreement.

"Continuing Shareholders" shall have the meaning given such term in the preamble to this Agreement.

"Continuing Shareholders Redemption" shall have the meaning

given such term in the preamble to this Agreement.

"Control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise, and "Controlling" and "Controlled" shall have meanings correlative thereto.

"Credit Event" shall have the meaning given such term in Article IV.

"Current Assets" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis at any date of determination, all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of AAMM, the Borrower and the Subsidiaries as current assets at such date of determination.

"Current Liabilities" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of AAMM, the Borrower and the Subsidiaries as current liabilities at such date of determination, other than
(a) the current portion of long-term debt, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) Revolving Loans or Swingline Loans classified as current, (d) accruals, if any, of transaction costs resulting from the Recapitalization and (e) accruals of any costs or expenses related to severance or termination of employees prior to the date hereof.

"Dauch" shall mean Richard E. Dauch.

"Dauch Options" shall have the meaning given such term in the definition of the term "Change in Control".

"Debt Service" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis for any period, Interest Expense for such period plus scheduled principal amortization of Total Debt for such period (whether or not such payments are made).

"Default" shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default, provided that no Default will be deemed to have occurred with respect to any event described in clause (i) of paragraph (g) of Article VII until the grace period (or ten-day period, as applicable) referred to in such clause shall have expired.

"Delivered Funds" shall have the meaning given such term in
Section 9.18.

"Dollars" or "$" shall mean lawful money of the United States of America.

"EBITDA" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis for any period, the consolidated net income of AAMM, the Borrower and the Subsidiaries for such period plus, to the extent deducted in computing such consolidated net income, without duplication, the sum of (a) income tax expense, (b) gross interest expense (including interest-equivalent costs associated with any Permitted Receivables Financing, whether accounted for as interest expense or loss on the sale of receivables),
(c) depreciation and amortization expense, (d) any special charges (including any non-cash fees or expenses incurred in connection with the Recapitalization) and any extraordinary or nonrecurring losses, (e) monitoring and management fees paid to the Fund and/or any of its Affiliates or the Fund Affiliates, (f) other non-cash items reducing consolidated net income (including any non-cash items resulting from purchase accounting adjustments) and (g) the Park Fees paid during such period, minus, to the extent added in computing such consolidated net income, without duplication, (i) interest income, (ii) extraordinary or nonrecurring gains and (iii) other noncash items increasing consolidated net income, provided that all effects, if any, of the transactions forming a part of the Recapitalization shall be eliminated in computing EBITDA.

"Employee Equity Sales" shall have the meaning given such term in the definition of the term Net Proceeds.

"environment" shall mean ambient air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, the workplace or as otherwise defined in any Environmental Law.

"Environmental Claim" shall mean any written accusation, allegation, notice of violation, claim, demand, order, directive, cost recovery action or other cause of action by, or on behalf of, any Governmental Authority or any person for damages, injunctive or equitable relief, personal injury (including sickness, disease or death), Remedial Action costs, tangible or intangible property damage, natural resource damages, nuisance, pollution, any adverse effect on the environment caused by any Hazardous Material, or for fines, penalties or restrictions, resulting from or based upon: (a) the threat, the existence, or the continuation of the existence of a Release (including sudden or non-sudden, accidental or non-accidental Releases); (b) exposure to any Hazardous Material; (c) the presence, use, handling, transportation, storage, treatment or disposal of any Hazardous Material; or (d) the violation or alleged violation of any Environmental Law or Environmental Permit.

"Environmental Law" shall mean any and all applicable current and future treaties, laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the

treatment, storage, disposal, Release or threatened Release of any Hazardous Material or to human health or safety, including the Hazardous Materials Transportation Act, 49 U.S.C. ss.ss. 1801 et seq., the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. ss.ss. 9601 et seq. ("CERCLA"), the Solid Waste Disposal Act, as amended, 42 U.S.C. ss.ss. 6901 et seq., the Federal Water Pollution Control Act, as amended, 33 U.S.C. ss.ss. 1251 et seq., the Clean Air Act of 1970, as amended, 42 U.S.C. ss.ss. 7401 et seq., the Toxic Substances Control Act of 1976, 15 U.S.C. ss.ss. 2601 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. ss.ss. 11001 et seq., the National Environmental Policy Act of 1975, 42 U.S.C. ss.ss. 4321 et seq., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. ss.ss. 300(f) et seq., and any similar or implementing state, local or foreign law, and all amendments or regulations promulgated under any of the foregoing.

"Environmental Permit" shall mean any permit, approval, authorization, certificate, license, variance, filing or permission required by or from any Governmental Authority pursuant to any Environmental Law.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

"ERISA Affiliate" shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

"Escrow Account" shall have the meaning given such term in
Section 9.18.

"Escrow Funding" shall mean the funding on the Escrow Funding Date by the Lenders into the Escrow Account of an amount equal to the aggregate principal amount of all Loans to be made to the Borrower on the Closing Date in accordance with the procedures set forth in Section 9.18.

"Escrow Funding Date" shall have the meaning given such term in Section 9.18. In no event shall the Escrow Funding Date be later than October 27, 1997.

"Escrow Release" shall have the meaning given such term in
Section 9.19.

"Eurodollar Borrowing" shall mean a Borrowing comprised of Eurodollar Loans.

"Eurodollar Loan" shall mean any Eurodollar Term Loan or Eurodollar Revolving Loan.

"Eurodollar Revolving Loan" shall mean any Revolving Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

"Eurodollar Term Borrowing" shall mean a Borrowing comprised of Eurodollar Term Loans.

"Eurodollar Term Loan" shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

"Event of Default" shall have the meaning given such term in Article VII.

"Excess Cash Flow" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis for any fiscal year, EBITDA of AAMM, the Borrower and the Subsidiaries on a consolidated basis for such fiscal year, minus, without duplication, (a) Debt Service for such fiscal year, (b) any voluntary prepayments of Term Loans during the period beginning on April 1 of such fiscal year and ending on March 31 of the immediately succeeding fiscal year and any permanent reductions to the Revolving Credit Commitments to the extent that an equal amount of the Revolving Loans simultaneously is repaid,
(c) Capital Expenditures by the Borrower and the Subsidiaries on a consolidated basis during such fiscal year that are paid in cash and the aggregate consideration paid in cash during such fiscal year in respect of Permitted Business Acquisitions, (d) Capital Expenditures that the Borrower or any Subsidiary shall, during such fiscal year, become obligated to make but that are not made during such fiscal year, provided that the Borrower shall deliver a certificate to the Administrative Agent not later than 90 days after the end of such fiscal year of the Borrower, signed by a Responsible Officer of the Borrower and certifying that such Capital Expenditures and the delivery of the related equipment will be made in the following fiscal year, (e) taxes paid in cash by AAMM, the Borrower and the Subsidiaries on a consolidated basis during such fiscal year or which are payable or will be paid within six months after the close of such fiscal year and for which reserves have been established, including income tax expense and withholding tax expense incurred in connection with cross-border transactions involving non-domestic Subsidiaries (other than in connection with any transaction that is part of the Recapitalization), (f) an amount equal to any increase in Working Capital of AAMM, the Borrower and the Subsidiaries for such fiscal year, (g) to the extent not deducted in determining EBITDA, monitoring and management fees paid to the Fund and/or any of its Affiliates or the Fund Affiliates during such fiscal year, (h) cash expenditures made in respect of Interest Rate Protection Agreements during such fiscal year, to the extent not reflected in the computation of EBITDA or Interest Expense,(i) permitted dividends or repurchases of its Capital Stock paid in cash by AAMM or the Borrower during such fiscal year and permitted dividends paid by any Subsidiary to any person other than the Borrower or any of the other Subsidiaries during such fiscal year, in each case in accordance with Section 6.06, (j) amounts paid in cash during such fiscal year on account of items that were accounted for as noncash reductions of consolidated net income of AAMM, the Borrower and the Subsidiaries in the current or a prior period, (k) special charges or any extraordinary or nonrecurring loss paid in cash during such fiscal year, (l) to the extent not deducted in the computation of Net Proceeds in respect of any asset disposition or condemnation giving rise thereto,

mandatory prepayments of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document) and (m) to the extent included in determining EBITDA, all items that did not result from a cash payment to AAMM, the Borrower and the Subsidiaries on a consolidated basis during such fiscal year plus, without duplication, (i) an amount equal to any decrease in Working Capital for such fiscal year, (ii) all proceeds received during such fiscal year of Capital Lease Obligations, purchase

money Indebtedness, Sale and Lease-Back Transactions pursuant to Section 6.03 and any other Indebtedness, in each case to the extent used to finance any Capital Expenditure (other than Indebtedness under this Agreement to the extent there is no corresponding deduction to Excess Cash Flow above in respect of the use of such Borrowings), (iii) all amounts referred to in (c) above to the extent funded with the proceeds of the issuance of Capital Stock of AAMM after the Closing Date (to the extent not previously used to prepay Indebtedness (other than Revolving Loans or Swingline Loans), make any investment or capital expenditure or otherwise for any purpose resulting in a deduction to Excess Cash Flow in any fiscal year) or any amount that would have constituted Net Proceeds under clause (a) of the definition of the term "Net Proceeds" if not so spent, in each case to the extent there is a corresponding deduction to Excess Cash Flow above, (iv) to the extent any permitted Capital Expenditures and the corresponding delivery of equipment referred to in (d) above do not occur in the fiscal year of the Borrower specified in the certificate of the Borrower provided pursuant to (d) above, such amounts of Capital Expenditures that were not so made in the fiscal year of the Borrower specified in such certificates,
(v) cash payments received in respect of Interest Rate Protection Agreements during such fiscal year to the extent not (A) included in the computation of EBITDA or (B) reducing Interest Expense, (vi) any extraordinary or nonrecurring gain realized in cash during such fiscal year (except to the extent such gain is subject to Section 2.12(c)), (vii) to the extent deducted in the computation of EBITDA, interest income and (viii) to the extent subtracted in determining EBITDA, all items that did not result from a cash payment by AAMM, the Borrower and the Subsidiaries on a consolidated basis during such fiscal year.

"Existing Hedging Agreement" shall mean the hedging arrangement in effect on the date hereof pursuant to the ISDA Master Agreement dated as of August 22, 1996 between Mellon Bank and the Borrower.

"Existing Indebtedness" shall mean the Indebtedness of the Borrower and the Subsidiaries (including AAMM) in existence immediately prior to the Stock Purchase and described on Schedule 1.01, in an aggregate principal amount of up to $50,000,000.

"Existing Lease" shall mean the leases described on Schedule F.

"Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with

members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fees" shall mean the Commitment Fees, the L/C Participation Fees, the Fronting Bank Fees and the Administrative Agent Fees.

"Financial Officer" of any corporation shall mean the chief financial officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such corporation.

"Fronting Bank" shall have the meaning given such term in the introductory paragraph of this Agreement.

"Fronting Bank Fees" shall have the meaning given to such term in Section 2.05(b).

"Fund" shall mean Blackstone Capital Partners II Merchant Banking Fund L.P., a Delaware limited partnership, and Blackstone Offshore Capital Partners II L.P., a Delaware limited partnership.

"Fund Affiliates" shall mean each Affiliate of the Fund that is not an operating company or Controlled by an operating company and each general partner of the Fund or any Fund Affiliate who is a partner or employee of The Blackstone Group L.P., provided that each of

Blackstone Capital Partners III Merchant Banking Fund L.P. and Blackstone Offshore Capital Partners III L.P. shall be deemed to be a Fund Affiliate.

"GAAP" shall mean generally accepted accounting principles in effect from time to time in the United States, applied on a consistent basis, except as set forth on Schedule D.

"GM" shall mean General Motors Corporation, a Delaware corporation.

"GM Agreements" shall mean (i) the Component Supply Agreement, as amended, dated as of February 28, 1994, between the Borrower and GM, (ii) the GMCL Purchase Order Agreement, as amended, dated as of February 17, 1994, and effective on March 1, 1994, between the Borrower and General Motors of Canada Limited ("GMCL") and (iii) any agreements entered into between the Borrower and GM or GMCL succeeding or replacing the agreements in clauses (i) and (ii), including the Lifetime Program Contracts.

"GM MOU" shall mean the Amended and Restated Memorandum of Understanding dated as of September 2, 1997, as amended pursuant to an Extension

Agreement dated as of September 22, 1997, between the Borrower and GM, pursuant to which the Borrower and GM have agreed, among other things, to enter into individual Lifetime Program Contracts with respect to each product supplied or to be supplied by the Borrower to GM.

"GM Preferred Stock Purchase" shall have the meaning given such term in the preamble to this Agreement.

"GM Preferred Stock Purchase Agreement" shall have the meaning given such term in the preamble to this Agreement.

"Governmental Authority" shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body or, in the case of references to "Governmental Authority" in Article II and Sections 9.04 and 9.16, the National Association of Insurance Commissioners.

"Guarantee" of or by any person shall mean (a) any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take-or-pay or otherwise) or to purchase (or to advance or supply funds for the purchase of) any security for the payment of such Indebtedness, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such person securing any Indebtedness of any other person, whether or not such Indebtedness is assumed by such person; provided, however, that the term "Guarantee" shall not include endorsements for collection or deposit, in either case in the ordinary course of business, or customary and reasonable indemnity obligations in effect on the Closing Date or entered into in connection with any acquisition or disposition of assets permitted under this Agreement.

"Guarantee Agreements" shall mean the Parent Guarantee Agreement and the Subsidiary Guarantee Agreement.

"Guarantors" shall mean AAMM and the Subsidiary Guarantors.

"Harris" shall mean Morton E. Harris.

"Hazardous Materials" shall mean any material meeting the definition of a "hazardous substance" in CERCLA 42 U.S.C. ss. 9601(14) and all explosive or radioactive substances or wastes; hazardous or toxic substances or wastes; pollutants; solid, liquid or gaseous wastes, including petroleum, petroleum distillates or fractions or residues, asbestos or asbestos containing materials, polychlorinated biphenyls ("PCBs") or materials or equipment containing PCBs in excess of 50 parts per million (ppm), radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law, or that reasonably could form the basis of an Environmental Claim.

"Indebtedness" of any person shall mean, without duplication,
(a) all obligations of such person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person upon which interest charges are customarily paid (other than trade payables incurred in the ordinary course of business), (d) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (e) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than current trade liabilities incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (g) all Guarantees by such person of Indebtedness of others, (h) all Capital Lease Obligations of such person, (i) all payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding interest rate protection agreements, foreign currency exchange agreements or other interest or exchange rate hedging arrangements and
(j) all obligations of such person as an account party in respect of letters of credit and bankers' acceptances. Obligations of the Borrower and the Subsidiaries in connection with a Permitted Lease Financing, a Permitted Receivables Financing and the Existing Lease shall be deemed not to constitute Indebtedness. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness expressly limits the liability of such person in respect thereof, provided that, if the sole asset of such person is its general partnership interest in such partnership, the amount of such Indebtedness shall be deemed equal to the value of such general partnership interest and the amount of any Indebtedness in respect of any Guarantee of such partnership Indebtedness shall be limited to the same extent as such Guarantee may be limited.

"Indemnity, Subrogation and Contribution Agreement" shall mean the Indemnity, Subrogation and Contribution Agreement, substantially in the form of Exhibit D, to be entered into by the Borrower, the Subsidiary Guarantors and the Collateral Agent pursuant to and in accordance with the terms of Section 5.11.

"Information Memorandum" shall have the meaning given such term in Section 3.15.

"Installment Date" shall have the meaning given such term in
Section 2.11.

"Intellectual Property Security Agreement" shall mean the Intellectual Property Security Agreement, substantially in the form of Exhibit E, between the Borrower and certain Subsidiaries and the Collateral Agent for the benefit of the Secured Parties.

"Interest Coverage Ratio" shall have the meaning given such term in Section 6.11.

"Interest Expense" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis for any period, the sum of
(a) gross interest expense of AAMM, the Borrower and the Subsidiaries for such period on a consolidated basis, including (i) the

amortization of debt discounts, (ii) the amortization of all fees (including fees with respect to interest rate protection agreements) payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any payments or accruals with respect to Capital Lease Obligations allocable to interest expense, (b) capitalized interest of AAMM, the Borrower and the Subsidiaries on a consolidated basis and (c) interest-equivalent costs associated with any Permitted Receivables Financing, whether accounted for as interest expense or loss on the sale of receivables. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received by the Borrower and the Subsidiaries with respect to interest rate protection agreements.

"Interest Payment Date" shall mean, (a) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months' duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months' duration been applicable to such Borrowing, and, in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type and (b) with respect to any ABR Loan, the last day of each calendar quarter.

"Interest Period" shall mean as to any Eurodollar Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as the case may be, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 9 or 12 months, if at the time of the relevant Borrowing, all Lenders make interest periods of such length available), as the Borrower may elect, and the date any Eurodollar Borrowing is converted to an ABR Borrowing in accordance with Section 2.10 or repaid or prepaid in accordance with Section 2.11 or 2.12; provided, however, that if any Interest Period would

end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

"Interest Rate Protection Agreement" shall mean (i) any interest rate hedging agreement or arrangement approved by the Administrative Agent (such approval not to be unreasonably withheld) entered into by the Borrower or a Subsidiary and designed to protect against fluctuations in interest rates and (ii) the Existing Hedging Agreement. Notwithstanding the foregoing, the approval of the Administrative Agent shall not be required with respect to any interest rate hedging agreement or arrangement not required pursuant to Section 5.14.

"Investors" shall have the meaning given such term in the preamble to this Agreement.

"IPO Merger" means a merger of AAMM and the Borrower in connection with an initial public offering of common stock by the surviving corporation in such merger.

"Jupiter" shall have the meaning given such term in the preamble to this Agreement.

"Jupiter Preferred Stock Repurchase" shall have the meaning given such term in the preamble to this Agreement.

"L/C Disbursement" shall mean a payment or disbursement made by a Fronting Bank pursuant to a Letter of Credit.

"L/C Participation Fee" shall have the meaning given such term in Section 2.05(b).

"Lease Financing" shall mean any lease financing of Manufacturing Equipment or other equipment pursuant to a lease or leases to be entered into by AAMM, the Borrower or any Subsidiary, as the lessee thereunder.

"Lease Financing Proceeds" shall mean 100% of the cash proceeds actually received by AAMM, the Borrower or any Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise, but only as and when received), net of (i) attorneys' fees, accountants' fees, investment banking fees, survey costs, title insurance premiums, related search and transfer taxes, deed or mortgage recording taxes, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and (ii) taxes paid or payable as a result thereof, from the consummation of any Permitted Lease Financing or

Additional Lease Financing.

"Lease Present Value" shall mean (a) in the case of any Sale and Lease-Back Transaction, the purchase price paid by AAMM, the Borrower or any Subsidiary for the equipment being sold and leased back thereunder and (b) in the case of any other Lease Financing, the fair market value as of the commencement of the related lease or leases of such equipment.

"Lenders" shall have the meaning given such term in the introductory paragraph of this Agreement.

"Lessor" shall mean a lessor under a lease entered into pursuant to a Permitted Lease Financing or an Additional Lease Financing.

"Letter of Credit" shall mean any letter of credit issued pursuant to this Agreement.

"LIBO Rate" shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits approximately equal in principal amount to the Administrative Agent's portion of such Eurodollar Borrowing and for a maturity comparable to such Interest Period are offered to the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

"Lien" shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

"Lifetime Program Contracts" shall mean the Lifetime Program Contracts to be entered into pursuant to the GM MOU between GM and the Borrower with respect to each product supplied or to be supplied by the Borrower to GM.

"Loan Documents" shall mean this Agreement, the Letters of Credit, the Guarantee Agreements, the Security Documents and the Indemnity, Subrogation and Contribution Agreement.

"Loan Parties" shall mean the Borrower and the Guarantors.

"Loans" shall mean the Revolving Loans, the Term Loans and the Swingline Loans.

"Manufacturing Equipment" shall mean any automobile parts manufacturing equipment owned or to be purchased by the Borrower or any Subsidiary and located at or to be delivered to the Borrower's or any Subsidiary's manufacturing facilities, together with modifications,

alterations and improvements thereto, and substitutions and replacements thereof, and including any and all insurance, confiscation, expropriation and other proceeds thereof.

"Margin Stock" shall have the meaning given such term in Regulation U.

"Material Adverse Effect" shall mean (a) a materially adverse effect on the assets, business, operations, properties or financial condition of AAMM, the Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of AAMM, the Borrower or any Subsidiary to perform any of its material obligations under any Loan Document to which it is or will be a party or to consummate the Recapitalization or (c) an impairment of the validity or enforceability of, or a material impairment of the material rights, remedies or benefits available to the Lenders, the Fronting Bank, the Administrative Agent or the Collateral Agent under, any Loan Document.

"Mortgaged Properties" shall mean the owned real properties of the Loan Parties specified on Schedule 3.20 that are expressly designated "Mortgaged Properties".

"Mortgages" shall mean the mortgages, deeds of trust, assignments of leases and rents and other security documents delivered pursuant to clause (i) of Section 4.02(h) or pursuant to Section 5.11, each substantially in the form of Exhibit G.

"Multiemployer Plan" shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

"Net Leverage Ratio" shall mean, on any date, the ratio of (a) Total Net Debt as of such date to (b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP.

"Net Proceeds" shall mean (a) 100% of the cash proceeds actually received by AAMM, the Borrower or any Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received), net of (i) attorneys' fees, accountants' fees, investment banking fees, survey costs, title insurance premiums, and related search and recording charges, transfer taxes, deed or mortgage recording taxes, required debt payments (other than pursuant hereto), other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith and (ii) taxes paid or payable as a result thereof, from any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets (other than any sale of

Manufacturing Equipment or other equipment to a Lessor in connection with (A) a Permitted Lease Financing or (B) an Additional Lease Financing, unless (in the case of this clause (B)) the Manufacturing Equipment or other equipment being financed pursuant to such Additional Lease Financing would appear as an asset on a consolidated balance sheet of the Borrower and the Subsidiaries prepared in accordance with GAAP as of the Closing Date or as of any date prior to the date that is one year prior to the consummation of such Additional Lease Financing (any such equipment that would so appear being referred to herein as "Balance Sheet Equipment")) and any mortgage or lease of real property) to any person of any asset or assets of AAMM, the Borrower or any Subsidiary (other than those pursuant to Sections 6.05(a), 6.05(b), 6.05(e) and 6.05(h) or any other financing subject to clause (ii) of the definition of the term "Excess Cash Flow"), provided that if the Borrower shall deliver a certificate of a Responsible Officer to the Administrative Agent promptly following receipt of any such proceeds (other than any proceeds in respect of Balance Sheet Equipment) setting forth the Borrower's intention to use any portion of such proceeds to purchase assets useful in the business of the Borrower and the Subsidiaries within 12 months of such receipt, such portion of such proceeds shall not constitute Net Proceeds except to the extent not so used within such 12-month period, and provided further that (x) no proceeds

realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $200,000 and (y) no such proceeds shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such proceeds in such fiscal year shall exceed $2,000,000 or the aggregate of all such proceeds received after the Closing Date shall exceed $5,000,000, (b) 100% of the cash proceeds from the incurrence, issuance or sale by AAMM, the Borrower or any Subsidiary of any Indebtedness (other than Indebtedness permitted pursuant to Section 6.01), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses incurred in connection with such issuance or sale and (c) 50% of the cash proceeds from the issuance or the sale by AAMM of any equity security of AAMM (other than (i) sales of Capital Stock of AAMM to directors, officers or employees of AAMM, the Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements ("Employee Equity Sales") and
(ii) sales of Capital Stock of AAMM to the extent the net proceeds of such sales are used to fund permitted Capital Expenditures or investments within three months after the receipt of such net proceeds), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses incurred in connection with such issuance or sale. For purposes of calculating the amount of Net Proceeds, fees, commissions and other costs and expenses payable to AAMM or the Borrower or any Affiliate of either of them shall be disregarded, except for financial advisory fees customary in type and amount paid to Affiliates of The Blackstone Group L.P.

"New York Real Property" shall mean all owned real property of AAMM, the Borrower or any Subsidiary that is located in the State of New York.

"Notes" shall mean any promissory note of the Borrower issued pursuant to this Agreement.

                  "Obligations" shall mean all obligations defined as
"Obligations" in the Guarantee Agreements and the Security Documents.

                  "Other Investments" shall mean, as to any person, any

corporation, partnership or other legal entity or arrangement in which such person has any direct or indirect equity interest and that is not a subsidiary of such person or that is a subsidiary of such person in which less than 90% of the Capital Stock is owned by such person.

"Parent Guarantee Agreement" shall mean the Parent Guarantee Agreement, substantially in the form of Exhibit H, made by AAMM and the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties.

"Park Fees" shall mean the fees paid by the Borrower to Raymond Park or any of his affiliates (Schedule E sets forth the Borrower's estimates of such fees).

"PBGC" shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

"Permitted Business Acquisition" shall mean any acquisition of all or substantially all the assets of, or shares or other equity interests in, a person or division or line of business of a person (or any subsequent investment made in a previously acquired Permitted Business Acquisition) if immediately after giving effect thereto: (a) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (b) all transactions related thereto shall be consummated in accordance with applicable laws, (c) at least 90% of the Capital Stock of any acquired or newly formed corporation, partnership, association or other business entity are owned directly by the Borrower or a domestic Wholly Owned Subsidiary (unless there is a material tax or legal or other economic disadvantage in not having a foreign Subsidiary hold such Capital Stock, in which case such Capital Stock may be held directly by a foreign Subsidiary) and all actions required to be taken, if any, with respect to such acquired or newly formed subsidiary under Section 5.11 shall have been taken and (d)(i) AAMM, the Borrower and the Subsidiaries shall be in compliance, on a pro forma

basis after giving effect to such acquisition or formation, with the covenants contained in Sections 6.11, 6.12 and 6.13 recomputed as at the last day of the most recently ended fiscal quarter of AAMM, the Borrower and the Subsidiaries as if such acquisition had occurred on the first day of each relevant period for testing such compliance, and the Borrower shall have delivered to the Administrative Agent an officers' certificate to such effect, together with all relevant financial information for such subsidiary or assets, and (ii) any acquired or newly formed subsidiary shall not be liable for any Indebtedness

(except for Indebtedness permitted by Section 6.01).

"Permitted Investments" shall mean: (a) direct obligations of the United States of America or any agency thereof or obligations guaranteed by the United States of America or any agency thereof; (b) time deposit accounts, certificates of deposit and money market deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company which is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits aggregating in excess of $250,000,000 (or the foreign currency equivalent thereof) and whose long-term debt, or whose parent holding company's long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act of 1933, as amended)); (c) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above; (d) commercial paper, maturing not more than 180 days after the date of acquisition, issued by a corporation (other than an Affiliate of the Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P-1 (or higher) according to Moody's Investors Service, Inc., or A-1 (or higher) according to Standard & Poor's Ratings Group;
(e) securities with maturities of six months or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by Standard & Poor's Ratings Group or A by Moody's Investors Service, Inc.; (f) in the case of any Subsidiary organized in a jurisdiction outside the United States: (i) direct obligations of the sovereign nation (or any agency thereof) in which such Subsidiary is organized and is conducting business or in obligations fully and unconditionally guaranteed by such sovereign nation (or any agency thereof), (ii) investments of the type and maturity described in clauses (a) through (e) above of foreign obligors, which investments or obligors (or the parents of such obligors) have ratings described in such clauses or equivalent ratings from comparable foreign rating agencies or (iii) investments of the type and maturity described in clauses (a) through (e) above of foreign obligors (or the parents of such obligors), which investments or obligors (or the parents of such obligors) are not rated as provided in such clauses or in clause (ii) above but which are, in the reasonable judgment of the Borrower, comparable in investment quality to such investments and obligors (or the parents of such obligors); (g) shares of mutual funds whose investment guidelines restrict 95% of such funds' investments to those satisfying the provisions of clauses (a) through (e) above; and (h) time deposit accounts, certificates of deposit and money market deposits in an aggregate face amount not in excess of 1/2 of 1% of total assets of the Borrower and the Subsidiaries, on a consolidated basis, as of the end of the Borrower's most recently completed fiscal year.

"Permitted Lease Financing" shall mean one or more lease financings of Manufacturing Equipment with aggregate gross proceeds of approximately $200,000,000, pursuant to leases (including leveraged leases and single investor leases) and related documentation to be entered into by the Borrower, as lessee, and one or more institutional equity investors or agents or affiliates thereof or one or more banks or trust companies or agents or

affiliates thereof acting as trustee for one or more institutional equity investors or agents or affiliates thereof, as lessor. Any such lease shall contain terms and conditions substantially as set forth on Schedule C and other customary terms and conditions not inconsistent with Schedule C that are approved by the Administrative Agent (such approval not to be unreasonably withheld).

"Permitted Receivables Financing" shall mean (a) the Receivables Facility and (b) refinancings of the Receivables Facility or the consummation of one or more additional receivables financings, with combined proceeds in an aggregate principal amount not to exceed $400,000,000 at any time, in each case pursuant to a structured receivables financing consisting of a securitization of receivables under the Receivables Facility on substantially the same terms as the Receivables Facility or terms no less favorable in the aggregate to the Borrower and the Subsidiaries than the terms of the Receivables Facility or on other terms reasonably satisfactory to the Borrower, the Receivables Subsidiary and the Administrative Agent on behalf of the Lenders.

"person" shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, or any agency or political subdivision thereof.

"Plan" shall mean any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or
Section 412 of the Code and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Pledge Agreement" shall mean, collectively, the Pledge Agreement, substantially in the form of Exhibit I, among AAMM, the Borrower, certain Subsidiaries and the Collateral Agent for the benefit of the Secured Parties and each other document delivered on the Escrow Funding Date pursuant to which AAMM, the Borrower or any domestic Subsidiary pledged Capital Stock of any foreign subsidiary to secure the Obligations.

"Pre-Funding Request" shall have the meaning given such term in Section 9.18.

"Prime Rate" shall mean the rate of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective on the date such change is publicly announced as being effective.

"Properties" shall have the meaning given such term in Section 3.17(a).

"Recapitalization" shall have the meaning given such term in

the preamble to this Agreement.

"Recapitalization Agreement" shall mean the Recapitalization and Stock Purchase Agreement dated as of September 19, 1997, among Acquisitionco, AAMM, the Borrower, Jupiter, Harris and Dauch.

"Receivables Facility" shall mean a receivables purchase facility with an aggregate commitment amount of not less than $100,000,000, consisting of (a) the sale by the Borrower of accounts receivable and related assets to the Receivables Subsidiary pursuant to the Receivables Sale Agreement and (b) the sale or other transfer of such accounts receivable and related assets (or participation interests therein) by the Receivables Subsidiary and the servicing of such accounts receivable by the Servicer, each pursuant to the Receivables Purchase Documentation.

"Receivables Purchase Documentation" shall mean (i) the Pooling Agreement among the Receivables Subsidiary, the Servicer and the trustee thereunder on behalf of the purchasers of interests in the trust created thereby, (ii) the Series 1997-A Supplement thereto, among the Receivables Subsidiary, the Servicer, such trustee, such purchasers and the agent for such purchasers and (iii) the Servicing Agreement among the Receivables Subsidiary, the Servicer and such trustee, in each case relating to the Receivables Facility and as amended, restated, supplemented or replaced from time to time.

"Receivables Sale Agreement" shall mean the Receivables Sale Agreement relating to the Receivables Facility, between the Receivables Subsidiary and the Borrower (including in its capacity as Servicer), as amended, restated, supplemented or replaced from time to time.

"Receivables Subsidiary" shall mean AAMM Receivables Corp. or any successor thereto or other bankruptcy-remote, special-purpose Wholly Owned Subsidiary formed for purposes of a Permitted Receivables Financing.

"Register" shall have the meaning given such term in Section 9.04(d).

"Regulation G" shall mean Regulation G of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

"Regulation U" shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

"Regulation X" shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

"Release" shall have the meaning given such term in CERCLA, 42 U.S.C. ss. 9601(22).

"Remaining Present Value" shall mean, as of any date with respect to any lease, the present value as of such date of the scheduled future lease payments with respect to such lease, determined with a discount rate equal to a market rate of interest for such lease reasonably determined at the time such lease was entered into.

"Remedial Action" shall mean (a) "remedial action" as such term is defined in CERCLA, 42 U.S.C. Section 9601(24), and (b) all other actions, including studies and investigations, required by any Governmental Authority or voluntarily undertaken to (i) clean up, remove, treat, abate or in any other way respond to any Hazardous Material in the environment or (ii) prevent the Release or threatened Release, or minimize the further Release, of any Hazardous Material.

"Reportable Event" shall mean any reportable event as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414).

"Required Lenders" shall mean, at any time, Lenders having Loans (other than Swingline Loans), Revolving L/C Exposures, Swingline Exposures and unused Commitments (excluding commitments to issue Letters of Credit or make Swingline Loans) representing more than 50% of the sum of all Loans (other than Swingline Loans) outstanding, Revolving L/C Exposures, Swingline Exposures and unused Commitments (excluding commitments to issue Letters of Credit or make Swingline Loans) at such time.

"Responsible Officer" of any corporation shall mean any executive officer or Financial Officer of such corporation and any other officer or similar official thereof responsible for the administration of the obligations of such corporation in respect of this Agreement.

"Retained Cash Earnings" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis as of the last day of any fiscal year, $175,000,000 plus (a) the consolidated net income of AAMM, the Borrower and the Subsidiaries for the period from the Closing Date to December 31, 1997, determined in accordance with GAAP but excluding year end adjustments that pertain to the period prior to the Closing Date and that were not included in the financial projections referred to in Section 3.15(b) plus (b) for each fiscal year after the year ending

December 31, 1997, the consolidated net income of AAMM, the Borrower and the Subsidiaries for such fiscal year and each other prior completed fiscal year commencing after the Closing Date, determined in accordance with GAAP plus (c) the aggregate amount of proceeds received by AAMM in respect of the issuance of Capital Stock of AAMM after the Closing Date minus (d) permitted cash dividends

or other distributions made in respect of, or repurchases of, Capital Stock of AAMM after the Closing Date (excluding for purposes of computing Retained Cash Earnings, all transactions included in the Recapitalization).

"Revolving Credit Borrowing" shall mean a Borrowing comprised of Revolving Loans.

"Revolving Credit Commitment" shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder as set forth in Section 2.01(c) or in the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Credit Commitment, as applicable, as the same may be reduced from time to time pursuant to Section 2.09 and pursuant to assignments by such Lender pursuant to Section 9.04.

"Revolving Credit Exposure" shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender plus the amount at such time of such Lender's Revolving L/C Exposure plus the amount at such time of such Lender's Swingline Exposure.

"Revolving Credit Lender" shall mean a Lender with a Revolving Credit Commitment.

"Revolving Credit Maturity Date" shall mean October 30, 2004.

"Revolving L/C Commitment" shall mean, with respect to the Fronting Bank, the commitment of the Fronting Bank to issue Letters of Credit pursuant to Section 2.20(a).

"Revolving L/C Exposure" shall mean at any time the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time plus (b) the aggregate principal amount of all L/C Disbursements that have not yet been reimbursed at such time. The Revolving L/C Exposure of any Revolving Credit Lender at any time shall mean its Applicable Percentage of the aggregate Revolving L/C Exposure at such time.

"Revolving Loans" shall mean the revolving loans made by the Lenders to the Borrower pursuant to Section 2.01(c). Each Revolving Loan shall be a Eurodollar Revolving Loan or an ABR Revolving Loan.

"Sale and Lease-Back Transaction" shall have the meaning given such term in Section 6.03.

"Secured Parties" shall have the meaning given such term in the Security Agreement.

"Security Agreement" shall mean the Security Agreement, substantially in the form of Exhibit K, among AAMM, the Borrower, certain Subsidiaries and the Collateral Agent for the benefit of the Secured Parties.

"Security Documents" shall mean the Mortgages, the Security Agreement, the Intellectual Property Security Agreement, the Pledge Agreement and each of the security agreements, mortgages and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to

Section 5.11.

"Servicer" shall mean the Borrower or any special purpose Wholly Owned Subsidiary formed for the purpose of acting as a servicer under any Permitted Receivables Financing.

"Statutory Reserves" shall mean a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent is subject with respect to Eurocurrency Liabilities (as defined in Regulation D of the Board) or other categories of liabilities or deposits by reference to which the LIBO Rate is determined. Such reserve percentages shall include those imposed pursuant to such Regulation D. Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

"Stock Purchase" shall have the meaning given such term in the preamble to this Agreement.

"subsidiary" shall mean, with respect to any person (herein referred to as the "parent"), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

"Subsidiary" shall mean each subsidiary of the Borrower, provided that for purposes of Article III references to the term Subsidiary shall be deemed not to include AAMCM or the Receivables Subsidiary (except for purposes of Sections 3.01 and 3.02 with respect to the Receivables Subsidiary).

"Subsidiary Guarantee Agreement" shall mean the Subsidiary Guarantee Agreement, substantially in the form of Exhibit J, to be entered into by the Subsidiary Guarantors pursuant to and in accordance with the terms of
Section 5.11 in favor of the Collateral Agent for the benefit of the Secured Parties.

"Subsidiary Guarantor" shall mean each domestic Subsidiary entering into the Subsidiary Guarantee Agreement pursuant to and in accordance

with the terms of Section 5.11.

"Swingline Exposure" shall mean at any time the aggregate principal amount of all outstanding Swingline Loans at such time. The Swingline Exposure of any Revolving Credit Lender at any time shall mean its Applicable Percentage of the aggregate Swingline Exposure at such time.

"Swingline Lender" shall mean The Chase Manhattan Bank in its capacity as Swingline Lender hereunder.

"Swingline Loan Commitment" shall mean the commitment of the Swingline Lender to make Swingline Loans as set forth in Section 2.01(d).

"Swingline Loans" shall mean the swingline loans made by the Swingline Lender to the Borrower pursuant to Section 2.01(d).

"Term Borrowing" shall mean a Borrowing comprised of Term Loans.

"Term Commitments" shall mean the Tranche A Term Loan Commitments and the Tranche B Term Loan Commitments.

"Term Loans" shall mean the term loans made by the Lenders to the Borrower pursuant to Section 2.01(a). Each Term Loan shall be a Eurodollar Term Loan or an ABR Term Loan.

"Total Debt" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis at any time (without duplication), all Indebtedness consisting of Capital Lease Obligations, Indebtedness for borrowed money and Indebtedness in respect of the deferred purchase price of property or services of AAMM, the Borrower and the Subsidiaries on a consolidated basis at such time.

"Total Net Debt" shall mean Total Debt, minus the aggregate amount of cash and cash equivalents in excess of $5,000,000 set forth on the consolidated balance sheet of AAMM, the Borrower and the Subsidiaries prepared as of such time and in accordance with GAAP.

"Total Revolving Credit Commitment" shall mean, at any time, the aggregate amount of the Revolving Credit Commitments, as in effect at such time.

"Tranche A Lender" shall mean a Lender with a Tranche A Term Loan Commitment.

"Tranche A Maturity Date" shall mean October 30, 2004.

"Tranche A Term Borrowing" shall mean a Borrowing comprised of

Tranche A Term Loans.

"Tranche A Term Loan Closing Date" shall mean each date on which Tranche A Term Loans are made.

"Tranche A Term Loan Commitment" shall mean with respect to each Lender, the commitment of such Lender to make Tranche A Term Loans hereunder as set forth in Section 2.01(a)(i), as the same may be reduced from time to time pursuant to Section 2.09.

"Tranche A Term Loans" shall mean the term loans made by the Lenders to the Borrower pursuant to Section 2.01(a)(i).

"Tranche B Maturity Date" shall mean April 30, 2006.

"Tranche B Term Borrowing" shall mean a Borrowing comprised of Tranche B Term Loans.

"Tranche B Term Loan Commitment" shall mean with respect to each Lender, the commitment of such Lender to make Tranche B Term Loans hereunder as set forth in Section 2.01(a)(ii), as the same may be reduced from time to time pursuant to Section 2.09.

"Tranche B Term Loans" shall mean the term loans made by the Lenders to the Borrower pursuant to Section 2.01(a)(ii).

"Type", when used in respect of any Loan or Borrowing, shall refer to the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term "Rate" shall include the Adjusted LIBO Rate and the Alternate Base Rate.

"Wholly Owned Subsidiary" means a Subsidiary, at least 99% of the Capital Stock of which (other than directors' qualifying shares) is owned by the Borrower or another Wholly Owned Subsidiary.

"Withdrawal Liability" shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

"Working Capital" shall mean, with respect to AAMM, the Borrower and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination.

SECTION 1.02. Terms Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words "include", "includes" and

"including" shall be deemed to be followed by the phrase "without limitation". All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that for purposes of determining compliance with the covenants contained in Section 2.12(d) and Article VI all accounting terms herein shall be interpreted and all accounting determinations hereunder (in each case, unless otherwise provided for or defined herein) shall be made in accordance with GAAP as in effect on the date of this Agreement and applied on a basis consistent with the application used in the financial statements referred to in Section 3.05; and provided further that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Section 2.12(d) or Article VI or any related definition to eliminate the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 2.12(d) or Article VI or any related definition for such purpose), then (i) the Borrower and the Administrative Agent shall negotiate in good faith to agree upon an appropriate amendment to such covenant and (ii) the Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective until such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. For the purposes of determining compliance under Sections 6.01, 6.02, 6.04, 6.05 and 6.10 with respect to any amount in a currency other than Dollars, such amount shall be deemed to equal the Dollar equivalent thereof at the time such amount was incurred or expended, as the case may be.

ARTICLE II. THE CREDITS

SECTION 2.01. Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties of AAMM and the Borrower herein set forth, each Lender agrees, severally and not jointly:

(i) to make Tranche A Term Loans to the Borrower at any time and from time to time on or after the Closing Date and until the earlier of the date that is 24 months after the Closing Date and the termination of the Tranche A Term Loan Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding not to exceed the Tranche A Term Loan Commitment set forth opposite its name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09, provided that the Borrower shall not be permitted to make more than five Tranche A Term Borrowings that increase the aggregate principal amount of Tranche A Term Borrowings outstanding; and

(ii) to make a Tranche B Term Loan to the Borrower on the Closing Date in a principal amount not to exceed the Tranche B Term Loan Commitment set forth opposite its name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09.

(b) Subject to the terms and conditions and relying upon the representations and warranties of AAMM and the Borrower herein set forth, each Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time on or after the date hereof, and until the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitment of such Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Lender's Revolving Credit Exposure at such time exceeding the Revolving Credit Commitment set forth opposite its name on Schedule 2.01, as the same may be reduced from time to time pursuant to Section 2.09, provided that the aggregate principal amount of Revolving Loans made to the Borrower on the Closing Date shall not exceed $100,000,000.

(c) (i) The Swingline Lender hereby agrees, subject to the terms and conditions and relying upon the representations and warranties of AAMM and the Borrower herein set forth, and subject to the limitations set forth below with respect to the maximum amount of Swingline Loans permitted to be outstanding from time to time, to make a portion of the Revolving Credit Commitments available to the Borrower from time to time during the period from the Closing Date through and excluding the earlier of the Revolving Credit Maturity Date and the termination of the Revolving Credit Commitments in an aggregate principal amount not to exceed the Swingline Loan Commitment, by making Swingline Loans to the Borrower. Swingline Loans may be made notwithstanding the fact that such Swingline Loans, when aggregated with the Swingline Lender's outstanding Revolving Loans, Revolving L/C Exposure and outstanding Swingline Loans, may exceed the Swingline Lender's Revolving Credit Commitment. The original amount of the Swingline Loan Commitment is $20,000,000. The Swingline Loan Commitment shall expire on the date the Revolving Credit Commitments are terminated and all Swingline Loans and all other amounts owed hereunder with respect to Swingline Loans shall be paid in full no later than that date. The Borrower shall give the Swingline Lender telephonic, written or telecopy notice (in the case of telephonic notice, such notice shall be promptly confirmed in writing or by telecopy) not later than 12:00 (noon), New York City time, on the day of a proposed borrowing. Such notice shall be delivered on a Business Day, shall be irrevocable and shall refer to this Agreement and shall specify the requested date (which shall be a Business Day) and amount of such Swingline Loan. The Swingline Lender shall give the Administrative Agent, which shall in turn give to each Lender, prompt written or telecopy advice of any notice received from the Borrower pursuant to this paragraph.

(ii) In no event shall (A) the aggregate principal amount of Swingline Loans outstanding at any time exceed the aggregate Swingline Loan Commitment in effect at such time, (B) the Aggregate Revolving Credit Exposure at any time exceed the Total Revolving Credit Commitment at such time or (C) the aggregate Swingline Loan Commitment exceed at any time the aggregate Revolving

Credit Commitments in effect at such time. Swingline Loans may only be made as ABR Loans.

(iii) With respect to any Swingline Loans that have not been voluntarily prepaid by the Borrower, the Swingline Lender (by request to the Administrative Agent) or Administrative Agent at any time may, and shall at any time Swingline Loans in an amount not less than $5,000,000 shall have been outstanding for more than five days, on one Business Day's notice, require each Revolving Credit Lender, including the Swingline Lender, and each such Lender hereby agrees, subject to the provisions of this Section 2.01(c), to make a Revolving Loan (which shall be funded as an ABR Loan) in an amount equal to such Lender's Applicable Percentage of the amount of the Swingline Loans ("Refunded Swingline Loans") outstanding on the date notice is given which the Swingline Lender requests the Lenders to prepay.

(iv) In the case of Revolving Loans made by Lenders other than the Swingline Lender under the immediately preceding paragraph (iii), each such Lender shall make the amount of its Revolving Loan available to the Administrative Agent, in same day funds, at the office of the Administrative Agent located at 270 Park Avenue, New York, New York, not later than 1:00 p.m., New York City time, on the Business Day next succeeding the date such notice is given. The proceeds of such Revolving Loans shall be immediately delivered to the Swingline Lender (and not to the Borrower) and applied to repay the Refunded Swingline Loans. On the day such Revolving Loans are made, the Swingline Lender's Applicable Percentage of the Refunded Swingline Loans shall be deemed to be paid with the proceeds of a Revolving Loan made by the Swingline Lender and such portion of the Swingline Loans deemed to be so paid shall no longer be outstanding as Swingline Loans and shall be outstanding as Revolving Loans of Lenders. The Borrower authorizes the Administrative Agent and the Swingline Lender to charge the Borrower's account with the Administrative Agent (up to the amount available in such account) in order to pay immediately to the Swingline Lender the amount of such Refunded Swingline Loans to the extent amounts received from Lenders, including amounts deemed to be received from the Swingline Lender, are not sufficient to repay in full such Refunded Swingline Loans. If any portion of any such amount paid (or deemed to be paid) to the Swingline Lender should be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared among all Lenders in the manner contemplated by Section 2.17. Subject to the compliance by the Swingline Lender with the provisions of subparagraph (vii) below, each Lender's obligation to make the Revolving Loans referred to in this paragraph shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Borrower or any other person for any reason whatsoever; (B) the occurrence or continuance of an Event of Default or a Default; (C) any adverse change in the condition (financial or otherwise) of AAMM or any of its subsidiaries; (D) any breach of this Agreement by AAMM, the Borrower or any other Lender; or (E) any other

circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. Nothing in this Section 2.01(c) shall be deemed to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder.

(v) A copy of each notice given by the Swingline Lender or the Administrative Agent pursuant to this Section 2.01(c) shall be promptly delivered by the Swingline Lender to the Administrative Agent and the Borrower. Upon the making of a Revolving Loan by a Lender pursuant to this Section 2.01(c), the amount so funded shall no longer be owed in respect of Swingline Loans.

(vi) If as a result of any bankruptcy or similar proceeding, Revolving Loans are not made pursuant to this Section 2.01(c) sufficient to repay any amounts owed to the Swingline Lender as a result of a nonpayment of outstanding Swingline Loans, each Revolving Credit Lender agrees to purchase, and shall be deemed to have purchased, a participation in such outstanding Swingline Loans in an amount equal to its Applicable Percentage of the unpaid amount together with accrued interest thereon. Upon one Business Day's notice from the Swingline Lender, each Revolving Credit Lender shall deliver to the Swingline Lender an amount equal to its respective participation in same day funds at the office of the Swingline Lender in New York, New York. In order to evidence such participation each Revolving Credit Lender agrees to enter into a participation agreement at the request of the Swingline Lender in form and substance reasonably satisfactory to all parties. In the event any Revolving Credit Lender fails to make available to the Swingline Lender the amount of such Revolving Credit Lender's participation as provided in this Section 2.01(c), the Swingline Lender shall be entitled to recover such amount on demand from such Revolving Credit Lender together with interest at the customary rate set by the Swingline Lender for correction of errors among banks in New York City for one Business Day and thereafter at the Alternate Base Rate plus the ABR Margin then in effect as set forth on Schedule B.

(vii) Notwithstanding anything herein to the contrary, the Swingline Lender shall not make any Swingline Loans at any time the Swingline Lender is aware that the conditions to the making of such Swingline Loan set forth in Section 4.01 have not been satisfied unless such conditions shall have been waived in accordance with this Agreement.

(d) Within the limits set forth in paragraphs (b) and (c) above, the Borrower may borrow, pay or prepay (including pursuant to a refinancing permitted by Section 2.02(f)) and reborrow Revolving Loans and Swingline Loans on or after the Closing Date and prior to the Revolving Credit Maturity Date, subject to the terms, conditions and limitations set forth herein. Amounts paid or prepaid in respect of Term Loans may not be reborrowed.

SECTION 2.02. Loans. (a) Each Loan shall be made as part of a

Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, however, that the failure of any Lender to make any Loan shall not relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). The Loans comprising any Borrowing shall be in an aggregate principal amount which is (i) an integral multiple of $1,000,000 (or, in the case of Swingline Loans, $500,000) and not less than $5,000,000 (or, in the case of Swingline Loans, $500,000) or (ii) equal to the remaining available balance of the applicable Commitments, provided that Revolving Loans used to pay Refunded Swingline Loans may be in the amount of such Refunded Swingline Loans.

(b) Subject to Sections 2.08 and 2.14, each Borrowing shall be comprised entirely of ABR Loans or (except in the case of Swingline Loans) Eurodollar Loans as the Borrower may request pursuant to Section 2.03. Each Lender may at its option make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan, provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.13 or Section 2.19 in respect of increased costs arising as a result of such exercise. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 20 Eurodollar Borrowings outstanding hereunder at any time. For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c) Subject to paragraph (f) below, each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer to such account as the Administrative Agent may designate in federal funds not later than 11:00 a.m., New York City time, and the Administrative Agent shall by 12:00 (noon), New York City time, (a) in the case of any Loan made to reimburse any L/C Disbursement or to refund any Swingline Loan, apply the amounts so received to effect such reimbursement or refund as contemplated by Section 2.20 or Section 2.01(d) and (b) in the case of each Loan the proceeds of which are to be received by the Borrower, credit the amounts so received to an account designated by the Borrower in the applicable Borrowing Request; provided, however, that if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, the Administrative Agent shall return the amounts so received to the respective Lenders.

(d) Unless the Administrative Agent shall have received notice from a Lender prior to the date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender's portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with paragraph (c) above and may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day

from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Loans comprising such Borrowing and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender's Loan as part of such Borrowing for purposes of this Agreement.

(e) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Revolving Credit Maturity Date, Tranche A Maturity Date or Tranche B Maturity Date, as applicable.

(f) The Borrower may refinance all or any part of a Revolving Credit Borrowing with another Revolving Credit Borrowing. Any Revolving Credit Borrowing or part thereof so refinanced shall be deemed to be repaid or prepaid in accordance with the applicable provisions of this Agreement with the proceeds of the new Revolving Credit Borrowing and the proceeds of such new Borrowing, to the extent they do not exceed the principal amount of the Borrowing being refinanced, shall not be paid by the Lenders to the Administrative Agent or by the Administrative Agent to the Borrower pursuant to paragraph (c) above.

SECTION 2.03. Borrowing Procedure. In order to request a Borrowing, the Borrower shall hand deliver or telecopy to the Administrative Agent a duly completed Borrowing Request substantially in the form of Exhibit C
(a) in the case of a Eurodollar Borrowing, not later than 12:00 (noon), New York City time, three Business Days before a proposed Borrowing, and (b) in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before a proposed Borrowing; provided, however, that Borrowing Requests with respect to Borrowings to be made on the Closing Date may, at the discretion of the Administrative Agent, be delivered later than the times specified above. Each Borrowing Request shall be irrevocable, shall be signed by or on behalf of the Borrower and shall specify the following information: (i) whether the Borrowing then being requested is to be a Term Borrowing or a Revolving Credit Borrowing (and in the case of a Term Borrowing the Commitments pursuant to which the Loans comprising such Borrowing are to be made), and whether such Borrowing is to be a Eurodollar Borrowing or an ABR Borrowing; (ii) the date of such Borrowing (which shall be a Business Day), (iii) in the case of a Borrowing the proceeds of which are to be received by the Borrower, the number and location of the account to which funds are to be disbursed (which shall be an account that complies with the requirements of Section 2.02(c)); (iv) the amount of such Borrowing; and (v) if such Borrowing is to be a Eurodollar Borrowing, the Interest Period with respect thereto; provided, however, that, notwithstanding any contrary specification in any Borrowing Request, each requested Borrowing shall comply with the requirements set forth in Section 2.02. If no election as

to the Type of Borrowing is specified in any such notice, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period with respect to any Eurodollar Borrowing is specified in any such notice, then the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall promptly (and in any event on the same day that the Administrative Agent receives such notice, if received by 1:00 p.m., New York City time, on such day) advise the applicable Lenders of any notice given pursuant to this Section 2.03 and of each Lender's portion of the requested Borrowing.

If the Borrower shall not have delivered a Borrowing Request in accordance with this Section 2.03 prior to the end of the Interest Period then in effect for any Revolving Credit Borrowing requesting that such Borrowing be refinanced, then the Borrower shall (unless the Borrower has notified the Administrative Agent, not less than three Business Days prior to the end of such Interest Period, that such Borrowing is to be repaid at the end of such Interest Period) be deemed to have delivered a Borrowing Request requesting that such Borrowing be refinanced with a new Borrowing of equivalent amount, and such new Borrowing shall be an ABR Borrowing.

SECTION 2.04. Evidence of Debt; Repayment of Loans. (a) The outstanding principal balance of each Loan shall be payable (i) in the case of a Revolving Loan or a Swingline Loan, on the Revolving Credit Maturity Date and
(ii) in the case of a Term Loan, as provided in Section 2.11. Each Loan shall bear interest from the date of the first Borrowing hereunder on the outstanding principal balance thereof as set forth in Section 2.06.

(b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c) The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder, the Type of each Loan made and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder from the Borrower and each Lender's share thereof.

(d) The entries made in the accounts maintained pursuant to paragraph (b) and (c) of this Section 2.04 shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms.

(e) Notwithstanding any other provision of this Agreement, in the event any Lender shall request and receive a Note as provided in Section 9.04(h) or otherwise the interests represented by that Note shall at all times (including after any assignment of all or part of such interests pursuant to
Section 9.04) be represented by one or more Notes payable to the payee named therein or its registered assigns.

SECTION 2.05. Fees. (a) The Borrower agrees to pay to each Lender, through the Administrative Agent, on the last day of March, June, September and December in each year, and on the date on which the Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a "Commitment Fee") on the average daily unused amount of the Commitments of such Lender during the preceding quarter (or other period ending with the date on which the last of the Commitments of such Lender shall be terminated) at either
(i) a rate equal to 0.50% per annum or (ii) for any such period commencing on or after the date of the Borrower's delivery to the Administrative Agent of the Borrower's consolidated financial statements for the first full fiscal quarter of the Borrower commencing after the Closing Date, at the rate per annum effective for each day in such period as set forth on Schedule B. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 365 or 366 days, as applicable. For the purpose of calculating any Lender's Commitment Fee, the outstanding Swingline Loans during the period for which such Lender's Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein.

(b) The Borrower from time to time agrees to pay (i) to each Revolving Credit Lender, through the Administrative Agent, on the last day of March, June, September and December of each year and on the date on which the Revolving Credit Commitments of all the Lenders shall be terminated as provided herein, a fee (an "L/C Participation Fee") on such Lender's Applicable Percentage of the average daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements), during the preceding quarter (or shorter period commencing with the date hereof or ending with the Revolving Credit Maturity Date or the date on which the Revolving Credit Commitments shall be terminated) at the rate per annum equal to the LIBOR Margin effective for each day in such period for Revolving Loans as set forth on Schedule B and (ii) to the Fronting Bank, the fees separately agreed upon by the Borrower and the Fronting Bank plus, in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C

Disbursement thereunder, the Fronting Bank's customary documentary and processing charges (collectively, the "Fronting Bank Fees"). All L/C Participation Fees and Fronting Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, the fees set forth in the Amended and Restated Fee Letter dated as of September 22, 1997, at the times specified therein (the "Administrative Agent Fees").

(d) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Fronting Bank Fees shall be paid directly to the Fronting Bank. Once paid, none of the Fees shall be refundable under any circumstances.

SECTION 2.06. Interest on Loans. (a) Subject to the provisions of paragraph (c) below and Section 2.07, the Loans comprising each ABR Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 365 or 366 days, as the case may be, when determined by reference to the Prime Rate and over a year of 360 days at all other times) at a rate per annum equal to the Alternate Base Rate plus, in the case of (i) Tranche A Term Loans, Revolving Loans or Swingline Loans, 1.00% or (ii) Tranche B Term Loans, 1.25%.

(b) Subject to the provisions of paragraph (c) below and
Section 2.07, the Loans comprising each Eurodollar Borrowing shall bear interest (computed on the basis of the actual number of days elapsed over a year of 360 days) at a rate per annum equal to the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus, in the case of (i) Tranche A Term Loans or Revolving Loans, 2.00% or (ii) Tranche B Term Loans, 2.25%.

(c) Subject to the provisions of Section 2.07, Tranche A Term Loans, Revolving Loans and Swingline Loans comprising any ABR Borrowing or Eurodollar Borrowing shall bear interest (computed as set forth in paragraph (a) or (b) above, as applicable) for any date on or after the date of the Borrower's delivery to the Administrative Agent of the Borrower's consolidated financial statements for the first full fiscal quarter of the Borrower commencing after the Closing Date, at a rate per annum equal to the Alternate Base Rate or the Adjusted LIBO Rate, as applicable, plus the ABR Margin or the LIBOR Margin, as applicable, effective for such date as set forth on Schedule B.

(d) Interest on each Loan shall be payable on the Interest Payment Dates applicable to such Loan except as otherwise provided in this Agreement. The applicable Alternate Base Rate or Adjusted LIBO Rate for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error. The Administrative Agent shall give the Borrower prompt notice of each such determination.

SECTION 2.07. Default Interest. If the Borrower shall default in the payment of the principal of or interest on any Loan or any other amount becoming due hereunder, by acceleration or otherwise, the Borrower shall on demand from time to time pay interest, to the extent permitted by law, on such defaulted amount for the period beginning on the date of such default up to (but not including) the date of actual payment (after as well as before judgment) at a rate per annum (computed on the basis of the actual number of days elapsed over a year of 360 days) equal to (a) in the case of (i) overdue Loans, overdue interest thereon, overdue Commitment Fees or other overdue amounts owing in

respect of Loans or other obligations (or the related Commitments) under a particular Tranche or in respect of the Revolving Credit Commitments or (ii) other overdue amounts owing to a Lender participating in no more than one of the Tranches or the Revolving Credit Commitments, the rate that would otherwise be applicable to ABR Loans under such Tranche or to ABR Revolving Loans, as applicable, pursuant to Section 2.06 plus 2.0% or (b) in the case of any

other overdue amount, the Alternate Base Rate plus the ABR Margin for Tranche A Term Loans and Revolving Loans effective for such date as set forth on Schedule B plus 2.0%.

SECTION 2.08. Alternate Rate of Interest. In the event, and on each occasion, that on the day two Business Days prior to the commencement of any Interest Period for a Eurodollar Borrowing the Administrative Agent shall have determined that dollar deposits in the principal amounts of the Loans comprising such Borrowing are not generally available in the London interbank market, or that the rates at which such dollar deposits are being offered will not adequately and fairly reflect the cost to any Lender of making or maintaining its Eurodollar Loan during such Interest Period, or that reasonable means do not exist for ascertaining the Adjusted LIBO Rate, the Administrative Agent shall, as soon as practicable thereafter, give written or telecopy notice of such determination to the Borrower and the Lenders. In the event of any such determination, until the Administrative Agent shall have advised the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, any request by the Borrower for a Eurodollar Borrowing pursuant to
Section 2.03 or 2.10 shall be deemed to be a request for an ABR Borrowing. Each determination by the Administrative Agent hereunder shall be conclusive absent manifest error.

SECTION 2.09. Termination and Reduction of Commitments. (a) The Tranche B Term Loan Commitments shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Closing Date. The Tranche A Term Loan Commitments shall be automatically and permanently terminated at 5:00
p.m., New York City time, on the second anniversary of the Closing Date. Prior to the termination thereof in full, the Tranche A Term Loan Commitments shall be automatically and permanently reduced at 5:00 p.m., New York City time, on each Tranche A Term Loan Closing Date, by an aggregate amount equal to the aggregate principal amount of the Tranche A Term Loans made on such date. The Total Revolving Credit Commitment shall be automatically and permanently terminated at 5:00 p.m., New York City time, on the Revolving Credit Maturity Date.

(b) Upon at least three Business Days' prior irrevocable written or telecopy notice to the Administrative Agent, the Borrower may at any time in whole permanently terminate, or from time to time in part permanently reduce, any of the Term Commitments or the Revolving Credit Commitments; provided, however, that (i) each partial reduction of any Commitments shall be in an integral multiple of $1,000,000 and in a minimum principal amount of

$5,000,000 (or, if less, the remaining amount of the applicable Commitments) and
(ii) the Total Revolving Credit Commitment shall not be reduced to an amount that is less than the Revolving Credit Exposure at the time.

(c) The Tranche A Term Loan Commitments shall be automatically and permanently reduced by an amount equal to any amount applied under paragraph
(c) or (d) of Section 2.12 to prepay Tranche A Term Borrowings prior to the second anniversary of the Closing Date.

(d) Each reduction in the Commitments hereunder shall be made ratably among the Lenders in accordance with their respective applicable Commitments. The Borrower shall pay to the Administrative Agent for the account of the Lenders, on the date of each termination or reduction, the Commitment Fees and, to the extent applicable, L/C Participation Fees on the amount of the Commitments so terminated or reduced accrued to but excluding the date of such termination or reduction.

SECTION 2.10. Conversion and Continuation of Term Borrowings. The Borrower shall have the right at any time upon prior irrevocable notice to the Administrative Agent (a) not later than 12:00 (noon), New York City time, one Business Day prior to conversion, to convert any Eurodollar Term Borrowing into an ABR Term Borrowing, (b) not later than 10:00 a.m., New York City time, three Business Days prior to conversion or continuation, to convert any ABR Term Borrowing into a Eurodollar Term Borrowing or to continue any Eurodollar Term Borrowing as a Eurodollar Term Borrowing for an additional Interest Period, and
(c) not later than 10:00 a.m., New York City time, three Business Days prior to conversion, to convert the Interest

Period with respect to any Eurodollar Term Borrowing to another permissible Interest Period, subject in each case to the following:

(i) each conversion or continuation shall be made pro rata among the relevant Lenders in accordance with the respective principal amounts of the Loans comprising the converted or continued Term Borrowing;

(ii) if less than all the outstanding principal amount of any Term Borrowing shall be converted or continued, then each resulting Term Borrowing shall satisfy the limitations specified in Sections 2.02(a) and (b) regarding the principal amount and maximum number of Borrowings of the relevant Type;

(iii) each conversion shall be effected by each Lender by recording for the account of such Lender the new Term Loan of such Lender resulting from such conversion and reducing the Term Loan (or portion thereof) of such Lender being converted by an equivalent principal amount; accrued interest on a Term Loan (or portion thereof) being converted shall be paid by the Borrower at the time of

conversion;

(iv) if any Eurodollar Term Borrowing is converted at a time other than the end of the Interest Period applicable thereto, the Borrower shall pay, upon demand, any amounts due to the Lenders pursuant to Section 2.15;

(v) any portion of a Term Borrowing maturing or required to be repaid in less than one month may not be converted into or continued as a Eurodollar Term Borrowing;

(vi) any portion of a Eurodollar Term Borrowing which cannot be converted into or continued as a Eurodollar Term Borrowing by reason of the immediately preceding clause shall be automatically converted at the end of the Interest Period in effect for such Borrowing into an ABR Term Borrowing; and

(vii) no Interest Period may be selected for any Eurodollar Term Borrowing that would end later than an Installment Date occurring on or after the first day of such Interest Period if, after giving effect to such selection, the aggregate outstanding amount of (A) the Eurodollar Term Borrowings made pursuant to the same Commitments with Interest Periods ending on or prior to such Installment Date and (B) the ABR Term Borrowings made pursuant to the same Commitments would not be at least equal to the principal amount of Term Borrowings made pursuant to the same Commitments to be paid on such Installment Date.

Each notice pursuant to this Section 2.10 shall be irrevocable and shall refer to this Agreement and specify (i) the identity and amount of the Term Borrowing that the Borrower requests be converted or continued, (ii) whether such Term Borrowing is to be converted to or continued as a Eurodollar Borrowing or an ABR Borrowing, (iii) if such notice requests a conversion, the date of such conversion (which shall be a Business Day) and (iv) if such Term Borrowing is to be converted to or continued as a Eurodollar Borrowing, the Interest Period with respect thereto. If no Interest Period is specified in any such notice with respect to any conversion to or continuation as a Eurodollar Borrowing, the Borrower shall be deemed to have selected an Interest Period of one month's duration. The Administrative Agent shall advise the other Lenders of any notice given pursuant to this Section 2.10 and of each Lender's portion of any converted or continued Term Borrowing. If the Borrower shall not have given notice in accordance with this Section 2.10 to continue any Term Borrowing into a subsequent Interest Period (and shall not otherwise have given notice in accordance with this Section 2.10 to convert such Term Borrowing), such Term Borrowing shall, at the end of the Interest Period applicable thereto (unless repaid pursuant to the terms hereof), automatically be converted into an ABR Borrowing.

                                         Tranche A
                                         Term Loan
Date                                     Amount
March 31, 2000                           $7,500,000
September 30, 2000                       $7,500,000
March 31, 2001                           $10,000,000
September 30, 2001                       $10,000,000
March 31, 2002                           $12,500,000
September 30, 2002                       $12,500,000
March 31, 2003                           $15,000,000
September 30, 2003                       $15,000,000
March 31, 2004                           $17,500,000
October 30, 2004                         $17,500,000

                  (ii) The Tranche B Term Loans shall be payable as to principal

in the amounts and on the dates set forth below (each such date being called a "Tranche B Term Loan Installment Date" and, together with the Tranche A Term Loan Installment Dates, the "Installment Dates").

                                         Tranche B
                                         Term Loan
Date                                     Amount
March 31, 2000                           $500,000
September 30, 2000                       $500,000
March 31, 2001                           $500,000
September 30, 2001                       $500,000
March 31, 2002                           $500,000
September 30, 2002                       $500,000
March 31, 2003                           $500,000
September 30, 2003                       $500,000
March 31, 2004                           $10,500,000
September 30, 2004                       $10,500,000
March 31, 2005                           $87,500,000
September 30, 2005                       $87,500,000
April 30, 2006                           $175,000,000


                  (b) Except as set forth in paragraphs (c), (d) and (e) below,

                  (i) all Net Proceeds and Excess Cash Flow to be applied at any

time to prepay Term Borrowings and, if applicable, to reduce Tranche A Term Loan Commitments pursuant to Sections 2.12(c) and (d), respectively, shall be applied as follows: (A) a portion of such Net Proceeds equal to (x) the amount of such Net Proceeds multiplied by (y) a fraction, the numerator of which is the outstanding principal amount of Tranche B Term Borrowings at such time and the denominator of which is the sum of the outstanding principal amount of Term Borrowings at

such time and the unused Tranche A Term Loan Commitments at such time shall be applied to prepay Tranche B Term Borrowings and (B) a portion of such Net Proceeds equal to (x) the amount of such Net Proceeds multiplied by (y) a fraction, the numerator of which is the sum of the outstanding principal amount of Tranche A Term

Borrowings at such time and the unused Tranche A Term Loan Commitments at such time and the denominator of which is the sum of the outstanding principal amount of Term Borrowings at such time and the unused Tranche A Term Loan Commitments at such time shall be applied, first, to prepay Tranche A Term Borrowings and, after all outstanding Tranche A Term Borrowings have been prepaid, to reduce Tranche A Term Loan Commitments and

(ii) each prepayment of principal of the Term Borrowings pursuant to Section 2.12(a) shall be applied to the Tranche A Term Borrowings and the Tranche B Term Borrowings ratably in accordance with the respective outstanding amounts thereof.

Such prepayments made pursuant to Section 2.12(a) and prepayments or reductions in the Tranche A Term Loan Commitments made pursuant to Section 2.12(d) shall reduce scheduled payments required under paragraph (a) above after the date of such prepayment in the scheduled order of maturity and such prepayments and reductions in the Tranche A Term Loan Commitments made pursuant to Section 2.12(c) shall reduce scheduled payments required under paragraph (a) above after the date of such prepayment on a pro rata basis. To the extent not previously paid, all Tranche A Term Borrowings shall be due and payable on the Tranche A Maturity Date and all Tranche B Term Borrowings shall be due and payable on the Tranche B Maturity Date. Each payment of Borrowings pursuant to this Section 2.11 shall be accompanied by accrued interest on the principal amount paid to but excluding the date of payment.

(c) In the event and on each occasion Tranche A Term Loan Commitments shall be reduced or shall expire or terminate other than as a result of the making of Tranche A Term Loans or as a result of (i) the making of any mandatory or optional prepayment or (ii) the reduction of the Tranche A Term Loan Commitments, in the case of clauses (i) and (ii), pursuant to Section 2.12(a), (c) or (d), the installments payable on each Tranche A Term Loan Installment Date shall be reduced pro rata by an aggregate amount equal to the amount of such reduction, expiration or termination.

(d) Notwithstanding the provisions of paragraph (b) above, at the election of the Borrower, the first $20,000,000 in aggregate (i) mandatory prepayments that would otherwise be made pursuant to Section 2.12(d) to Lenders holding Tranche B Term Loans, or (ii) optional prepayments that would otherwise be made pursuant to Section 2.12(a) to Lenders holding Tranche B Term Loans, in either case shall be applied, until the Tranche A Term Borrowings shall have been paid in full and the Tranche A Term Loan Commitments have been reduced to

zero, to prepay Tranche A Term Borrowings and, after all outstanding Tranche A Term Borrowings have been prepaid, to reduce Tranche A Term Loan Commitments, and shall reduce scheduled payments in respect of such Borrowings under Section 2.11(a) after the date of any such prepayment or reduction in the scheduled order of maturity.

(e) Any Lender holding Tranche B Term Loans may, to the extent Tranche A Term Borrowings are outstanding or the Tranche A Term Loan Commitments are greater than zero, elect on not less than one Business Day's prior written notice to the Administrative Agent with respect to (i) any optional prepayment made pursuant to Section 2.12(a), if the Borrower shall have consented to the availability of such election pursuant to this Section 2.11(e), or (ii) any mandatory prepayment made pursuant to Section 2.12(d), not to have such prepayment applied to such Lender's Tranche B Term Loans until all Tranche A Term Borrowings shall have been paid in full and the Tranche A Term Loan Commitments have been reduced to zero, in which case the amount not so applied shall be applied to prepay Tranche A Term Borrowings and, after all outstanding Tranche A Term Borrowings have been prepaid, to reduce Tranche A Term Loan Commitments, and shall reduce scheduled payments under Section 2.11(a) after the date of any prepayment in the scheduled order of maturity.

SECTION 2.12. Prepayment. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, upon at least three Business Days' prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy

notice) to the Administrative Agent, before 11:00 a.m., New York City time; provided, however, that (i) each partial prepayment (other than of a Swingline Loan) shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or, if less, the aggregate outstanding amount under the applicable Tranche) and (ii) each prepayment of Term Borrowings shall be applied as set forth in paragraphs (b), (c) and (d) of Section 2.11.

(b) In the event of any termination of the Revolving Credit Commitments, the Borrower shall on the date of such termination repay or prepay all its outstanding Swingline Loans and Revolving Credit Borrowings, reduce the Revolving L/C Exposure to zero and cause all Letters of Credit to be canceled and returned to the Fronting Bank. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower, the Swingline Lender and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure and (ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Swingline Loans and Revolving Credit Borrowings, or reduce the Revolving L/C Exposure, in an aggregate amount sufficient to eliminate such excess. Notwithstanding the foregoing, on the date of any termination or reduction of the Revolving Credit Commitments pursuant to Section 2.09, the Borrower shall pay or prepay so much

of, first, the Swingline Loans and, second, the Revolving Credit Borrowings as shall be necessary in order that the Aggregate Revolving Credit Exposure will not exceed the Total Revolving Credit Commitment after giving effect to such termination or reduction.

(c) The Borrower shall apply all Net Proceeds promptly upon receipt thereof by AAMM, the Borrower or any Subsidiary to prepay Term Borrowings and, if applicable, to reduce Tranche A Term Loan Commitments in accordance with Section 2.11(b).

(d) Not later than 90 days after the end of each fiscal year of the Borrower, commencing with the fiscal year ending December 31, 1998, the Borrower shall calculate Excess Cash Flow for such fiscal year and shall apply 75% of such Excess Cash Flow to prepay Term Borrowings and, if applicable, to reduce Tranche A Term Loan Commitments in accordance with Section 2.11(b), provided that if, at the time of such prepayment, the ABR Margin and the LIBOR Margin are determined by reference to Level 4, Level 5 or Level 6 as set forth on Schedule B, the Borrower shall be required to apply only 50% of such Excess Cash Flow to prepay such Borrowings and, if applicable, to reduce such Commitments. Not later than the date on which the Borrower is required to deliver financial statements with respect to the end of each fiscal year under
Section 5.04(a), the Borrower will deliver to the Administrative Agent a certificate signed by a Financial Officer of the Borrower setting forth the amount, if any, of Excess Cash Flow for such fiscal year and the calculation thereof in reasonable detail.

(e) The Borrower shall apply all Lease Financing Proceeds (other than any such proceeds that constitute Net Proceeds) promptly upon receipt thereof by AAMM, the Borrower or any Subsidiary to prepay Revolving Credit Borrowings to the extent of such Borrowings and may retain the balance of such proceeds.

(f) Each notice of prepayment or reduction pursuant to this
Section 2.12 shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid (or, if applicable, the reduction in the Tranche A Term Loan Commitments), shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein. All prepayments under this Section 2.12 shall be subject to
Section 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued interest on the principal amount being prepaid to but excluding the date of payment.

(g) In the event the amount of any prepayment required to be made above shall exceed the aggregate principal amount of the ABR Loans outstanding under the Tranches required to be prepaid (the amount of any such excess being called the "Excess Amount"), the Borrower shall

have the right, in lieu of making such prepayment in full, to prepay all the

outstanding applicable ABR Loans and to deposit an amount equal to the Excess Amount with the Collateral Agent in a cash collateral account maintained
(pursuant to documentation reasonably satisfactory to the Administrative Agent)
by and in the sole dominion and control of the Collateral Agent. Any amounts so deposited shall be held by the Collateral Agent as collateral for the Obligations and applied to the prepayment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto. On any Business Day on which (i) collected amounts remain on deposit in or to the credit of such cash collateral account after giving effect to the payments made on such day pursuant to this Section 2.12(g) and (ii) the Borrower shall have delivered to the Collateral Agent a written request or a telephonic request (which shall be promptly confirmed in writing) that such remaining collected amounts be invested in the Permitted Investments specified in such request, the Collateral Agent shall use its reasonable efforts to invest such remaining collected amounts in such Permitted Investments; provided, however, that the Collateral Agent shall have continuous dominion and full control over any such investments (and over any interest that accrues thereon) to the same extent that it has dominion and control over such cash collateral account and no Permitted Investment shall mature after the end of the Interest Period for which it is to be applied. The Borrower shall not have the right to withdraw any amount from such cash collateral account until the applicable Eurodollar Loans and accrued interest thereon are paid in full or if a Default or Event of Default then exists or would result.

SECTION 2.13. Reserve Requirements; Change in Circumstances.
(a) Notwithstanding any other provision herein, if after the date of this Agreement any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or the Fronting Bank in respect of any Letter of Credit or of the principal of or interest on any Eurodollar Loan made by such Lender or any Fees or other amounts payable hereunder (other than changes in respect of (i) taxes imposed on the overall net income of such Lender or the Fronting Bank by the jurisdiction in which such Lender or the Fronting Bank has its principal office or by any political subdivision or taxing authority therein and (ii) any Taxes described in Section 2.19), or shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets or deposits with or for the account of or credit extended by or, in the case of the Letters of Credit, participated in by such Lender (except any such reserve requirement which is reflected in the Adjusted LIBO Rate) or the Fronting Bank or shall impose on such Lender or the Fronting Bank or the interbank Eurodollar market any other condition affecting this Agreement, any Letter of Credit (or any participation with respect thereto), the Revolving L/C Exposure or any Eurodollar Loans of such Lender or the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or the Fronting Bank of making or maintaining its Revolving L/C Exposure or any Eurodollar Loan (or, in the case of the Fronting Bank, of making any payment under any Letter of Credit) or to reduce the amount of any sum received or receivable by such Lender or the Fronting Bank hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or the Fronting Bank to be material, then from time to time the Borrower will pay to such Lender or the Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Fronting Bank for such additional costs incurred or reduction suffered.

(b) If any Lender or the Fronting Bank shall have determined that the adoption after the date hereof of any law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any lending office of such Lender) or the Fronting Bank or any Lender's or the Fronting Bank's holding company with any request or directive regarding capital adequacy (whether or not having the force of law) made or issued after the date hereof by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender's or the Fronting Bank's capital or on the capital of such Lender's or the Fronting Bank's holding company, if any, as a consequence of this Agreement or its obligations pursuant hereto to a level below that which such Lender or the Fronting

Bank or such Lender's or the Fronting Bank's holding company would have achieved but for such adoption, change or compliance (taking into consideration such Lender's or the Fronting Bank's policies and the policies of such Lender's or the Fronting Bank's holding company with respect to capital adequacy) by an amount deemed by such Lender or the Fronting Bank to be material, then from time to time the Borrower shall pay to such Lender or the Fronting Bank upon demand such additional amount or amounts as will compensate such Lender or the Fronting Bank or such Lender's or the Fronting Bank's holding company for any such reduction suffered.

(c) A certificate of each Lender or the Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or the Fronting Bank or its holding company as specified in paragraph (a) or (b) above, as the case may be, shall be delivered to the Borrower through the Administrative Agent and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Fronting Bank the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.

(d) In the event any Lender or the Fronting Bank delivers a notice pursuant to paragraph (e) below, the Borrower may require, at the Borrower's expense and subject to Section 2.15, such Lender or the Fronting Bank to assign, at par plus accrued interest and fees, without recourse (in accordance with Section 9.04) all its interests, rights and obligations hereunder (including, in the case of a Lender, all of its Commitments and the Loans at the time owing to it and participations in Letters of Credit held by it and its obligations to acquire such participations) to a financial institution specified by the Borrower, provided that (i) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority, (ii) the Borrower shall have received the written consent of the Administrative Agent (which consent shall not be unreasonably withheld) and the Fronting Bank to such assignment, (iii) the Borrower shall

have paid to the assigning Lender or the Fronting Bank all monies accrued and owing hereunder to it (including pursuant to this Section 2.13) and (iv) in the case of a required assignment by the Fronting Bank, all outstanding Letters of Credit issued by the Fronting Bank shall be canceled and returned to the Fronting Bank.

(e) Promptly after any Lender or the Fronting Bank has determined, in its sole judgment, that it will make a request for increased compensation pursuant to this Section 2.13, such Lender or the Fronting Bank will notify the Borrower thereof. Failure on the part of any Lender or the Fronting Bank so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's or the Fronting Bank's right to demand compensation with respect to such period or any other period, provided that the Borrower shall not be under any obligation to compensate any Lender or the Fronting Bank under paragraph (b) above with respect to increased costs or reductions with respect to any period prior to the date that is six months prior to such request if such Lender or the Fronting Bank knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions and provided further that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application of any law, regulation, rule, guideline or directive as aforesaid within such six month period. The protection of this Section 2.13 shall be available to each Lender and the Fronting Bank regardless of any possible contention as to the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

SECTION 2.14. Change in Legality. (a) Notwithstanding any other provision herein, if the adoption of or any change in any law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or to give effect to its obligations

as contemplated hereby with respect to any Eurodollar Loan, then, by written notice to the Borrower and to the Administrative Agent, such Lender may:

(i) declare that Eurodollar Loans will not thereafter be made by such Lender hereunder, whereupon any request by the Borrower for a Eurodollar Borrowing shall, as to such Lender only, be deemed a request for an ABR Loan unless such declaration shall be subsequently withdrawn; and

(ii) require that all outstanding Eurodollar Loans made by it be converted to ABR Loans, in which event all such Eurodollar Loans

shall be automatically converted to ABR Loans as of the effective date of such notice as provided in paragraph (b) below.

In the event any Lender shall exercise its rights under subparagraphs (i) and
(ii) above, all payments and prepayments of principal that would otherwise have been applied to repay the Eurodollar Loans that would have been made by such Lender or the converted Eurodollar Loans of such Lender shall instead be applied to repay the ABR Loans made by such Lender in lieu of, or resulting from the conversion of, such Eurodollar Loans.

(b) For purposes of this Section 2.14, a notice to the Borrower by any Lender shall be effective as to each Eurodollar Loan, if lawful, on the last day of the Interest Period currently applicable to such Eurodollar Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

SECTION 2.15. Indemnity. The Borrower shall indemnify each Lender against any loss or expense (other than taxes) that such Lender may sustain or incur as a consequence of (a) any failure by the Borrower to fulfill on the date of any Borrowing or proposed Borrowing hereunder the applicable conditions set forth in Article IV, (b) any failure by the Borrower to borrow or to refinance, convert or continue any Loan hereunder after irrevocable notice of such Borrowing, refinancing, conversion or continuation has been given pursuant to Section 2.03 or 2.10, (c) any payment, prepayment or conversion of a Eurodollar Loan required by any other provision of this Agreement or otherwise made or deemed made on a date other than the last day of the Interest Period applicable thereto, (d) any default in payment or prepayment of the principal amount of any Loan or any part thereof or interest accrued thereon, as and when due and payable (at the due date thereof, whether by scheduled maturity, acceleration, irrevocable notice of prepayment or otherwise) or (e) the occurrence of any Event of Default, including, in each such case, any loss or reasonable expense sustained or incurred or to be sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Loan or any part thereof as a Eurodollar Loan. Such loss or reasonable expense shall exclude loss of margin hereunder but shall include an amount equal to the excess, if any, as reasonably determined by such Lender, of
(i) its cost of obtaining the funds for the Loan being paid, prepaid, converted or not borrowed, converted or continued (assumed to be the Adjusted LIBO Rate applicable thereto) for the period from the date of such payment, prepayment, conversion or failure to borrow, convert or continue to the last day of the Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the Interest Period for such Loan which would have commenced on the date of such failure) over (ii) the amount of interest (as reasonably determined by such Lender) that would be realized by such Lender in reemploying the funds so paid, prepaid, converted or not borrowed, converted or continued for such period or Interest Period, as the case may be. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.15 (and the reasons therefor) shall be delivered to the Borrower through the Administrative Agent and shall be conclusive absent manifest error.

SECTION 2.16. Pro Rata Treatment. Except as required under
Section 2.14 and subject to Section 2.11, each Borrowing, each payment or prepayment of principal of any Borrowing, each payment of interest on the Loans,

each reimbursement of L/C Disbursements, each payment of the Commitment Fees or L/C Participation Fees, each reduction of the Term Commitments or the Revolving Credit Commitments and each refinancing of any Borrowing with, conversion of any

Borrowing to or continuation of any Borrowing as a Borrowing of any Type shall be allocated (except in the case of Swingline Loans) pro rata among the Lenders in accordance with their respective applicable Commitments (or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their applicable outstanding Loans or participations in L/C Disbursements, as applicable). Each Lender agrees that in computing such Lender's portion of any Borrowing or L/C Disbursement, the Administrative Agent may, in its discretion, round each Lender's percentage of such Borrowing or L/C Disbursement, computed in accordance with Section 2.01, to the next higher or lower whole dollar amount.

SECTION 2.17. Sharing of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker's lien, setoff or counterclaim against the Borrower or pursuant to a secured claim under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy, insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Loan or L/C Disbursement as a result of which the unpaid principal portion of its Loans or L/C Disbursements made pursuant to any Commitment (or, after acceleration of the Loans pursuant to Article VII, applicable to any Loan or L/C Disbursement) shall be proportionately less than the unpaid principal portion of the Loans or L/C Disbursements of any other Lender made pursuant to such Commitments (or, after acceleration of the Loans pursuant to Article VII, applicable to any Loan or L/C Disbursement), it shall be deemed simultaneously to have purchased from such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, an interest in the Loans or L/C Disbursements of such other Lender, so that the aggregate unpaid principal amount of the Loans or L/C Disbursements and interests in Loans or L/C Disbursements held by each such Lender shall be in the same proportion to the aggregate unpaid principal amount of all Loans or L/C Disbursements then outstanding under such Commitments as the principal amount of its Loans or L/C Disbursements under such Commitments prior to such exercise of banker's lien, setoff or counterclaim or other event was to the principal amount of all such Loans or L/C Disbursements outstanding prior to such exercise of banker's lien, setoff or counter claim or other event; provided, however, that, if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.17 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest. The Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding an interest in a Loan or L/C Disbursement deemed to have been so purchased may exercise any and all rights of banker's lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason thereof as fully as if

such Lender had made a Loan directly to, or L/C Disbursement directly for the benefit of, the Borrower in the amount of such interest.

SECTION 2.18. Payments. (a) The Borrower shall make each payment without setoff or counterclaim (including principal of or interest on any Borrowing or L/C Disbursement or any Fees or other amounts) required to be made by it hereunder and under any other Loan Document not later than 12:00 noon, New York City time, on the date when due in Dollars to the Administrative Agent at its offices at 270 Park Avenue, New York, New York, Attention of Agent Bank Services, in immediately available funds, for credit to The Chase Manhattan Bank, ABA Number 0210 00021, Account Number 323-516076. The Administrative Agent shall distribute such payments to the Lenders and the Fronting Bank promptly upon receipt in like funds as received.

(b) Whenever any payment (including principal of or interest on any Borrowing or L/C Disbursement or any Fees or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day, such payment may be made on the next succeeding Business Day (except in the case of payment of principal of a Eurodollar Borrowing if the effect of such extension would be to extend such payment into the next succeeding month, in which event such payment shall be due on the immediately preceding Business Day), and such extension of time shall in such case be included in the computation of interest or Fees, if applicable.

SECTION 2.19. Taxes. (a) Any and all payments by the Borrower to the Administrative Agent, the Fronting Bank or the Lenders hereunder or under the other Loan Documents shall be made, in accordance with Section 2.18, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding (i) in the case of each Lender, the Fronting Bank and the Administrative Agent, taxes that would not be imposed but for a connection between such Lender, the Fronting Bank or the Administrative Agent (as the case may be) and the jurisdiction imposing such tax, other than a connection arising solely by virtue of the activities of such Lender, the Fronting Bank or the Administrative Agent (as the case may be) pursuant to or in respect of this Agreement or under any other Loan Document, including entering into, lending money or extending credit pursuant to, receiving payments under, or enforcing, this Agreement or any other Loan Document, and (ii) in the case of each Lender, the Fronting Bank and the Administrative Agent, any United States withholding taxes payable with respect to any payments made hereunder or under the other Loan Documents under laws (including any statute, treaty, ruling, determination or regulation) in effect on the Initial Date (as hereinafter defined) applicable to such Lender, the Fronting Bank or the Administrative Agent, as the case may be, but not excluding any United States withholding taxes payable solely as a result of any change in such laws occurring after the Initial Date (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as "Taxes"). For purposes of this
Section 2.19, the term "Initial Date" shall mean (i) in the case of the

Administrative Agent, the Fronting Bank or any Lender, the date on which such person became a party to this Agreement and (ii) in the case of any assignment, including any assignment by a Lender or the Fronting Bank to a new lending office, the date of such assignment. If any Taxes shall be required by law to be deducted from or in respect of any sum payable hereunder or under any other Loan Document to any Lender, the Fronting Bank or the Administrative Agent, (i) the sum payable by the Borrower shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.19) such Lender, the Fronting Bank or the Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. The Borrower shall not, however, be required to pay any amounts pursuant to clause (i) of the preceding sentence to any Lender, the Fronting Bank or the Administrative Agent not organized under the laws of the United States of America or a state thereof if such Lender, the Fronting Bank or the Administrative Agent fails to comply with the requirements of paragraph (f) or
(g), as the case may be, and paragraph (h) of this Section 2.19.

(b) In addition, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (hereinafter referred to as "Other Taxes").

(c) The Borrower will indemnify each Lender, the Fronting Bank and the Administrative Agent for the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.19) paid by such Lender, the Fronting Bank or the Administrative Agent, as the case may be, and any liability (including penalties, interest and expenses including reasonable attorney's fees and expenses) arising therefrom or with respect thereto whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate as to the amount of such payment or liability prepared by a Lender (or Transferee), the Fronting Bank or the Administrative Agent, absent manifest error, shall be final, conclusive and binding for all purposes, provided that if the Borrower reasonably believes that such Taxes were not correctly or legally asserted, such Lender, the Fronting Bank or the Administrative Agent, as the case may be shall use reasonable efforts to cooperate with the Borrower to obtain a refund of such Taxes or Other Taxes. Such indemnification shall be made within 10 days after the date any Lender, the Fronting Bank or the Administrative Agent, as the case may be, makes written demand therefor. If a Lender, the Fronting Bank or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of Taxes or Other Taxes, it shall promptly notify the Borrower of the

availability of such refund and shall, within 30 days after receipt of a request by the Borrower, pursue or timely claim such refund at the Borrower's expense.

If any Lender, the Fronting Bank or the Administrative Agent receives a refund in respect of any Taxes or Other Taxes for which such Lender, the Fronting Bank or the Administrative Agent has received payment from the Borrower hereunder, it shall promptly repay such refund (plus any interest received) to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.19 with respect to the Taxes or Other Taxes giving rise to such refund), provided that the Borrower, upon the request of such Lender, the Fronting Bank or the Administrative Agent, agrees to return such refund (plus any penalties, interest or other charges required to be paid) to such Lender, the Fronting Bank or the Administrative Agent in the event such Lender, such Fronting Bank or the Administrative Agent is required to repay such refund to the relevant taxing authority.

(d) Within 30 days after the date of any payment of Taxes or Other Taxes withheld by the Borrower in respect of any payment to any Lender, the Fronting Bank or the Administrative Agent, the Borrower will furnish to the Administrative Agent, at its address referred to in Section 9.01, the original or a certified copy of a receipt evidencing payment thereof.

(e) Without prejudice to the survival of any other agreement contained herein, the agreements and obligations contained in this Section 2.19 shall survive the payment in full of principal and interest hereunder, the expiration of the Letters of Credit and the termination of the Commitments.

(f) In the case of any Borrowing by, or L/C Disbursement for the benefit of, the Borrower, this paragraph (f) shall apply. Each Lender, the Fronting Bank and the Administrative Agent that is not organized under the laws of the United States of America or a state thereof agrees that at least 10 days prior to the first Interest Payment Date following the Initial Date in respect of the Fronting Bank or such Lender, it will deliver to the Borrower and the Administrative Agent (if appropriate) two duly completed copies of either (i) United States Internal Revenue Service Form 1001 or 4224 or successor applicable form, as the case may be, certifying in each case that the Fronting Bank, such Lender or the Administrative Agent, as the case may be, is entitled to receive payments under this Agreement and the other Loan Documents payable to it without deduction or withholding of any United States federal income taxes and backup withholding taxes or is entitled to receive such payments at a reduced rate pursuant to a treaty provision or (ii) in the case of a Lender that is not a "bank" within the meaning of Section 881(c)(3) of the Code, (A) deliver to the Borrower and the Administrative Agent (I) a statement under penalties of perjury that such Lender (w) is not a "bank" under Section 881(c)(3)(A) of the Code, is not subject to regulatory or other legal requirements as a bank in any jurisdiction, and has not been treated as a bank for purposes of any tax, securities law or other filing or submission made to any Governmental Authority, any application made to a rating agency or qualification for any exemption from tax, securities law or other legal requirements, (x) is not a 10-percent shareholder within the meaning of Section 881(c)(3)(B) of the Code, (y) is not a controlled foreign corporation receiving interest from a related person within the meaning of Section 881(c)(3)(c) of the Code and (z) is not a "conduit entity" within the meaning of U.S. Treasury Regulations Section 1.881-3 and (II) an Internal Revenue Service Form W-8; (B) deliver to the Borrower and the Administrative Agent a further copy of said Form W-8, or any successor applicable form or other manner of certification on or before the date that any such Form W-8 expires or becomes obsolete or after the occurrence of any event

requiring a change in the most recent form previously delivered by such Lender; and (C) obtain such extensions of time for filing and complete such forms or certifications as may be reasonably requested by the Borrower or the Administrative Agent; unless in any such case an event (including any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders any such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender so advises the Borrower and the Administrative Agent. Such Lender shall certify (i) in the case of a Form 1001 or 4224, that it is entitled to receive payments under this Agreement without deduction or withholding of any United States Federal income taxes or is entitled to receive such payments at a reduced rate pursuant to a treaty provision and (ii) in the case of a Form W-8 or W-9, that it is

entitled to an exemption from United States backup withholding tax. Each Person that shall become a participant pursuant to Section 9.04 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this paragraph (f) to the Lender from which the related participation shall have been purchased. Unless the Borrower and the Administrative Agent have received forms, certificates and other documents required by this Section 2.19(f) indicating that payments hereunder or under this Agreement, any other Loan Document or the Letters of Credit to or for the Fronting Bank or Lender not incorporated under the laws of the United States or a state thereof are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Borrower or the Administrative Agent shall withhold such taxes from such payments at the applicable statutory rate.

(g) The Fronting Bank and any Lender claiming any additional amounts payable pursuant to this Section 2.19 shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document requested in writing by the Borrower to change the jurisdiction of its applicable lending office, if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which would be payable or may thereafter accrue and would not, in the sole determination of the Fronting Bank or such Lender, be otherwise disadvantageous to the Fronting Bank or such Lender.

(h) Nothing contained in this Section 2.19 shall require any Lender or the Fronting Bank or the Administrative Agent to make available any of its tax returns (or any other information that it deems to be confidential or proprietary).

SECTION 2.20. Letters of Credit. (a) Letters of Credit. (i) General. The Borrower may request the issuance of a Letter of Credit, in a form reasonably acceptable to the Administrative Agent and the Fronting Bank, appropriately completed, for the account of the Borrower at any time and from time to time while the Revolving Credit Commitments remain in effect. This

Section 2.20(a) shall not be construed to impose an obligation upon the Fronting Bank to issue any Letter of Credit that is inconsistent with the terms and conditions of this Agreement or that would result in there existing Letters of Credit in an aggregate stated amount at any time in excess of $30,000,000.

(ii) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. In order to request the issuance of a Letter of Credit (or to request that the Fronting Bank amend, renew or extend an existing Letter of Credit), the Borrower shall hand deliver or telecopy to the Fronting Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of such Letter of Credit, or identifying any Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension, the date on which such Letter of Credit is to expire (which shall comply with paragraph (iii) below), the amount of such Letter of Credit to be issued, amended, renewed or extended, the name and address of the account party (which shall be the Borrower) and the beneficiary thereof and such other information as shall be necessary to prepare such Letter of Credit or grant such issuance, amendment, renewal or extension. Following receipt of such notice and prior to the issuance, amendment, renewal or extension of any Letter of Credit the Administrative Agent shall notify the Borrower and the Fronting Bank of the amount of the Aggregate Revolving Credit Exposure after giving effect to (A) the issuance, amendment, renewal or extension of such Letter of Credit, (B) the issuance or expiration of any other Letter of Credit that is to be issued or will expire prior to the requested date of issuance of such Letter of Credit and
(C) the borrowing or repayment of any Revolving Credit Loans and Swingline Loans that (based upon notices delivered to the Administrative Agent by the Borrower) are to be borrowed or repaid prior to the requested date of issuance of such Letters of Credit. Each Letter of Credit shall be issued, amended, renewed or extended subject to the terms and conditions and relying on the representations and warranties of AAMM and the Borrower set forth herein, and in any case only if, and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that, after giving effect to such issuance, amendment, renewal or extension the

Aggregate Revolving Credit Exposure shall not exceed the Total Revolving Credit Commitment in effect at such time.

(iii) Expiration Date. Each Letter of Credit shall expire at the close of business on the earlier of the date one year after the date of the issuance of such Letter of Credit and the date that is five Business Days prior to the Revolving Credit Maturity Date, unless such Letter of Credit expires by its terms on an earlier date, provided that a Letter of Credit shall not be issued (nor shall a Letter of Credit be amended, renewed or extended) that would result in the Aggregate Revolving Credit Exposure exceeding the Total Revolving Credit Commitment in effect at such time. Compliance with the foregoing proviso shall be determined based upon the assumption that (A) each Letter of Credit remains outstanding and undrawn in accordance with its terms until its

expiration date (taking into account any rights of renewal or extension that do not require written notice by or consent of any Fronting Bank, in its sole discretion, in order to effect such renewal or extension) and (B) the Revolving Credit Commitments will not be reduced pursuant to Section 2.09.

(iv) Participations. By the issuance of a Letter of Credit and without any further action on the part of the Fronting Bank or the Revolving Credit Lenders, the Fronting Bank will grant to each Revolving Credit Lender, and each such Lender will acquire from the Fronting Bank, a participation in such Letter of Credit equal to such Revolving Credit Lender's Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit, effective upon the issuance of such Letter of Credit. In consideration and in furtherance of the foregoing, each Revolving Credit Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the Fronting Bank, such Revolving Credit Lender's Applicable Percentage of each L/C Disbursement made by the Fronting Bank under such Letter of Credit and not reimbursed by the Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) on or before the next Business Day as provided in paragraph (v) below. Each Revolving Credit Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or an Event of Default, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever, provided that nothing in this Agreement shall be construed to excuse the Fronting Bank from liability to the Revolving Credit Lenders caused by the gross negligence or wilful misconduct of the Fronting Bank.

(v) Reimbursement. If the Fronting Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrower shall pay to the Administrative Agent, on or before the Business Day immediately following the date of such L/C Disbursement, an amount equal to such L/C Disbursement. If the Borrower shall fail to pay any amount required to be paid under this paragraph on or before such Business Day (or to cause payment thereof when due pursuant to a Revolving Credit Borrowing), then (A) such unpaid amount shall bear interest, for each day from and including such Business Day to but excluding the date of payment, at a rate per annum equal to the interest rate applicable to overdue ABR Loans that are Revolving Credit Loans pursuant to Section 2.07 (provided that the 2.00% margin referred to therein shall not be applicable until the first Business Day after the Borrower receives notice from the Administrative Agent that such L/C Disbursement has been or will be made), (B) the Administrative Agent shall notify the Fronting Bank and the Revolving Credit Lenders thereof, (C) each Revolving Credit Lender shall comply with its obligation under paragraph (iv) above by wire transfer of immediately available funds, in the same manner as provided in Section 2.02(c) with respect to Loans made by such Revolving Credit Lender (and Section 2.02(d) shall apply, mutatis mutandis, to the payment obligations of the Revolving Credit Lenders) and (D) the Administrative Agent shall promptly pay to the Fronting Bank amounts so received by it from the Revolving Credit Lenders. The Administrative Agent shall promptly pay to the Fronting Bank on a pro rata basis with respect to outstanding L/C Disbursements any amounts received by it from the Borrower (or, if applicable, another party pursuant to its obligations under any other Loan Document) pursuant to this paragraph prior to the time that any Revolving Credit Lender makes any payment pursuant to paragraph (iv) above; any such amounts

received by the Administrative Agent thereafter shall be promptly remitted by the Administrative Agent to the

Revolving Credit Lenders that shall have made such payments and to the Fronting Bank, as their interests may appear.

(b) Obligations Absolute. The Borrower's obligations to reimburse L/C Disbursements as provided in paragraph (a) above shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, under any and all circumstances whatsoever, and irrespective of:

(i) any lack of validity or enforceability of any Letter of Credit or any Loan Document, or any term or provision therein;

(ii) any amendment or waiver of or any consent to departure from all or any of the provisions of any Letter of Credit or any Loan Document;

(iii) the existence of any claim, setoff, defense or other right that the Borrower, any other party guaranteeing, or otherwise obligated with, the Borrower or any Subsidiary or other Affiliate thereof or any other person may at any time have against the beneficiary under any Letter of Credit, the Fronting Bank, the Administrative Agent or any Lender (other than the defense of payment in accordance with the terms of this Agreement or a defense based on the gross negligence or wilful misconduct of the Fronting Bank) or any other person, whether in connection with this Agreement, any other Loan Document or any other related or unrelated agreement or transaction;

(iv) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect, provided that payment by the applicable Fronting Bank shall not have constituted gross negligence or wilful misconduct of the Fronting Bank;

(v) payment by the Fronting Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, provided that payment by the Fronting Bank shall not have constituted gross negligence or wilful misconduct of such Fronting Bank;

(vi) any other act or omission to act or delay of any kind of the Fronting Bank, the Lenders, the Administrative Agent or any other person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section 2.20(b), constitute a legal or equitable discharge of the

Borrower's obligations hereunder, provided that such act or omission shall not have constituted gross negligence or wilful misconduct of such Fronting Bank.

(c) Disbursement Procedures. The Fronting Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. The Fronting Bank shall as promptly as possible give telephonic notification, confirmed by telecopy, to the Administrative Agent and the Borrower of such demand for payment and whether the Fronting Bank has made or will make an L/C Disbursement thereunder, provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Fronting Bank and the Lenders with respect to any such L/C Disbursement. The Administrative Agent shall promptly give each Revolving Credit Lender notice thereof.

(d) Interim Interest. If the Fronting Bank shall make any L/C Disbursement in respect of a Letter of Credit, then, unless the Borrower shall reimburse such L/C Disbursement in full on such date, the unpaid amount thereof shall bear interest for the account of the Fronting Bank, for each day from and including the date of such L/C Disbursement, to but excluding the earlier of the date of payment or the date on which interest shall commence to accrue thereon as provided in subparagraph (a)(v) above, at the rate per annum that would apply to such amount if such amount were an ABR Loan.

(e) Liability of the Fronting Bank. Without limiting the generality of paragraph (b) above, it is expressly understood and agreed that the absolute and unconditional obligation of the Borrower to reimburse L/C Disbursements will not be excused by the gross negligence or wilful misconduct of the Fronting Bank, except as otherwise expressly provided in said paragraph
(b). However, nothing in this Agreement shall be construed to excuse the Fronting Bank from liability to the Borrower to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by the Fronting Bank's gross negligence or wilful misconduct in determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. It is understood that the Fronting Bank may accept documents that appear on their face to be in order, without responsibility for further investigation in making any payment under any Letter of Credit and, except as otherwise expressly provided in said paragraph
(b), (i) the Fronting Bank's exclusive reliance on the documents presented to it under such Letter of Credit as to any and all matters set forth therein, including reliance on the amount of any draft presented under such Letter of Credit, whether or not the amount due to the beneficiary thereunder equals the amount of such draft and whether or not any document presented pursuant to such Letter of Credit proves to be insufficient in any respect, if such document on its face appears to be in order, and whether or not any other statement or any other document presented pursuant to such Letter of Credit proves to be forged or invalid or any statement therein proves to be inaccurate or untrue in any

respect whatsoever and (ii) any noncompliance in any immaterial respect of the documents presented under such Letter of Credit with the terms thereof shall, in each case, be deemed not to constitute wilful misconduct or gross negligence of such Fronting Bank.

(f) Resignation or Removal of a Fronting Bank. The Fronting Bank may resign at any time by giving 180 days' prior written notice to the Administrative Agent, the Lenders and the Borrower, and may be removed at any time by the Borrower by notice to the Fronting Bank, the Administrative Agent and the Lenders, subject in each case to the appointment by the Borrower of a replacement Fronting Bank reasonably satisfactory to the Administrative Agent, provided that (i) The Chase Manhattan Bank shall not resign as the Fronting Bank hereunder for any reason other than compliance with applicable legal and regulatory requirements and (ii) no Fronting Bank may resign as to any Letter of Credit previously issued by it. Subject to the next succeeding sentences of this paragraph (f), upon the acceptance of any appointment as the Fronting Bank hereunder by a successor Fronting Bank, such successor shall succeed to and become vested with all the interests, rights and obligations of the retiring Fronting Bank and the retiring Fronting Bank shall be discharged from its obligations to issue additional Letters of Credit hereunder to the extent of the commitment of the successor Fronting Bank to provide Letters of Credit. At the time such removal or resignation shall become effective, the Borrower shall pay all accrued and unpaid fees of such Fronting Bank pursuant to Section
2.05(b)(ii). The acceptance of any appointment as Fronting Bank hereunder by a successor Fronting Bank shall be evidenced by an agreement entered into by such successor, in a form satisfactory to the Borrower and the Administrative Agent, and, from and after the effective date of such agreement, (i) such successor Fronting Bank shall have all the rights and obligations of its predecessor Fronting Bank under this Agreement and the other Loan Documents and (ii) references herein and in the other Loan Documents to the term "Fronting Bank" shall be deemed to refer to such successor or to such predecessor Fronting Bank, or to such successor and all predecessor and current Fronting Banks, as the context shall require. After the resignation or removal of a Fronting Bank hereunder, such retiring Fronting Bank shall remain a party hereto and shall continue to have all the rights and obligations of a Fronting Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or removal, but shall not be required to issue additional Letters of Credit.

(g) Cash Collateralization. If any Event of Default shall occur and be continuing, the Borrower shall, on the Business Day the Borrower receives notice from the Administrative Agent or Revolving Credit Lenders with combined Revolving Credit Commitments representing a majority of the aggregate Revolving Credit Commitments (or, if the maturity of the Loans has been accelerated, Revolving Credit Lenders holding participations in outstanding Letters of Credit representing a majority of the aggregate undrawn amount of all outstanding Letters of Credit) thereof

and of the amount to be deposited, deposit in an account with the Collateral Agent, for the benefit of the Revolving Credit Lenders an aggregate amount in cash equal to the Revolving L/C Exposure as of such date. Such deposit shall be held by the Collateral Agent as collateral for the payment and performance of the Obligations. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits in Permitted Investments, which investments shall be made at the option and sole discretion of the Collateral Agent (provided that the Collateral Agent shall use reasonable efforts to make such investments), such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall (a) automatically be applied by the Administrative Agent to reimburse the Fronting Bank for L/C Disbursements that have not been reimbursed, (b) be held for the satisfaction of the reimbursement obligations of the Borrower for the Revolving L/C Exposure and (c) if the maturity of the Loans has been accelerated (but subject to the consent of Revolving Credit Lenders holding participations in outstanding Letters of Credit representing greater than 50% of the aggregate undrawn amount of all outstanding Letters of Credit), be applied to satisfy the Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after all Events of Default have been cured or waived.

(h) Additional Fronting Banks. From time to time, the Borrower may by notice to the Administrative Agent designate additional Fronting Banks reasonably satisfactory to the Administrative Agent. Such additional Fronting Banks shall execute a counterpart of this Agreement upon approval of the Administrative Agent (which shall not be unreasonably withheld) and shall thereafter be Fronting Banks hereunder for all purposes and shall have the Revolving L/C Commitment noted under their signature and, if applicable, the Revolving L/C Commitment of any other Fronting Bank shall be reduced by the amount or amounts specified to the Administrative Agent and each affected Fronting Bank and delivered concurrently with any notice of designation of an additional Fronting Bank.

SECTION 2.21. Replacement of Lenders. If any Lender is subject to an order, judgment or decree of any Governmental Authority that purports to enjoin or restrain such Lender from making Loans hereunder, then the Borrower may, at its sole expense and effort and subject to Section 2.15, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, at par plus accrued interest and fees, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement (including all of its Commitments and the Loans at the time owing to it and participations in Letters of Credit held by it and its obligations to acquire such participations) to a financial institution specified by the Borrower (which may be another Lender, if a Lender accepts such assignment), provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and, if a Revolving Commitment is being assigned, the Fronting Bank and Swingline Lender), which consent shall not unreasonably be withheld or delayed, (ii) such assignment shall not conflict with or violate any law, rule or regulation or order of any court or other Governmental Authority and (iii) the Borrower shall have paid to the assigning Lender all monies accrued and owing hereunder to it

(including pursuant to this Section 2.21).

ARTICLE III. REPRESENTATIONS AND WARRANTIES

Each of AAMM and the Borrower represents and warrants to each of the Lenders that:

SECTION 3.01. Organization; Powers. Each of AAMM, the Borrower and each of the Subsidiaries (a) is a corporation duly organized, validly existing and in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of any jurisdiction of organization outside the United States) under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now

conducted, (c) is qualified to do business in every jurisdiction where such qualification is required, except where the failure so to qualify could not reasonably be expected to result in a Material Adverse Effect, and (d) has the corporate power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrower, to borrow and otherwise obtain credit hereunder.

SECTION 3.02. Authorization. The execution, delivery and performance by AAMM, the Borrower and each of the Subsidiaries of each of the Loan Documents to which it is a party, and, in the case of Acquisitionco, the Recapitalization Agreement, and the borrowings hereunder and the transactions forming a part of the Recapitalization (a) have been duly authorized by all corporate and stockholder action required to be obtained by AAMM, the Borrower, the Subsidiaries and Acquisitionco and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or By-laws of AAMM, the Borrower, any Subsidiary or Acquisitionco, (B) any applicable order of any court or any rule, regulation or order of any Governmental Authority or (C) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which AAMM, the Borrower, any Subsidiary or Acquisitionco is a party or by which any of them or any of their property is or may be bound, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3.02, individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with respect to any property or assets now owned or hereafter acquired by AAMM, the Borrower, any Subsidiary or Acquisitionco, other than the Liens created by the Loan Documents. Neither AAMM nor the Borrower has any knowledge that the execution, delivery and performance

by GM of the Preferred Stock Purchase Agreement (as such term is defined in the Recapitalization Agreement) and each other agreement relating to the Recapitalization to which it is a party have not been duly authorized by all stockholder and corporate action required to be obtained by GM.

SECTION 3.03. Enforceability. This Agreement has been duly executed and delivered by AAMM and the Borrower and constitutes, and each other Loan Document when executed and delivered by AAMM, the Borrower and each other Loan Party that is party thereto will constitute, a legal, valid and binding obligation of AAMM, the Borrower and such Loan Party enforceable against AAMM, the Borrower and such Loan Party 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).

SECTION 3.04. Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required in connection with the Recapitalization, except for (a) the filing of Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (b) recordation of the Mortgages, (c) such as have been made or obtained and are in full force and effect and (d) such actions, consents and approvals the failure to obtain or make which could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.05. Financial Statements. The Borrower has heretofore furnished to the Lenders its consolidated balance sheets and consolidated statements of operations, cash flows and stockholders' equity (i) as of and for the fiscal years ended December 31, 1994, December 31, 1995 and December 31, 1996, audited by and accompanied by the opinion of Ernst & Young L.L.P., independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 1997 (in the case of clause (ii), without footnotes), certified by its chief financial officer. Such financial statements present fairly the financial condition and results of operations of

the Borrower and its consolidated subsidiaries (including AAMM) as of such dates and for such periods. None of the Borrower, its consolidated subsidiaries and AAMM has or shall have as of the Closing Date any material Guarantee, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any interest rate or foreign currency hedging transaction, which is not reflected in the foregoing statements or the notes thereto, other than pursuant to the Loan Documents and except as specifically disclosed to the Administrative Agent prior to the date hereof in a written notice that refers to this Section 3.05. Such financial statements were prepared

in accordance with GAAP.

SECTION 3.06. No Material Adverse Change. There has been no material adverse change in the assets, business, operations, properties or financial condition of AAMM, the Borrower and the Subsidiaries, taken as a whole, since December 31, 1996.

SECTION 3.07. Title to Properties; Possession Under Leases.
(a) Each of AAMM, the Borrower and each of the Subsidiaries has good and marketable title to, or valid leasehold interests in, or easements or other limited property interests in, all its material properties and assets (including all Mortgaged Properties), except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes. All such material properties and assets are free and clear of Liens, other than Liens expressly permitted by Section 6.02.

(b) Each of AAMM, the Borrower and each of the Subsidiaries has complied with all obligations under all material leases to which it is a party, except where the failure to comply would not have a Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect could not reasonably be expected to have a Material Adverse Effect. Each of AAMM, the Borrower and each of the Subsidiaries enjoys peaceful and undisturbed possession under all such material leases, other than leases which, individually or in the aggregate, are not material to the Borrower and the Subsidiaries, taken as a whole, and in respect of which the failure to enjoy peaceful and undisturbed possession could not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect.

(c) Each of AAMM, the Borrower and each of the Subsidiaries owns or possesses, or could obtain ownership or possession of, on terms not materially adverse to it, all patents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary for the present conduct of its business, without any known conflict with the rights of others, and free from any burdensome restrictions, except where such conflicts and restrictions could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and except as set forth on Schedule 3.07(c).

(d) Except as set forth on Schedule 3.07(d), as of the Escrow Funding Date, none of AAMM, the Borrower and the Subsidiaries has received any notice of, or has any knowledge of, any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Escrow Funding Date.

(e) None of AAMM, the Borrower and the Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except as permitted under Sections 6.02 or 6.05 or as set forth on Schedule 3.07(e).

SECTION 3.08. Subsidiaries. (a) Schedule 3.08 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary

and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by the Borrower or by any Subsidiary.

(b) As of the Closing Date, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to

employees or directors and directors' qualifying shares) of any nature relating to any Capital Stock of the Borrower or any Subsidiary, except under the Loan Documents and except for the Dauch Options.

SECTION 3.09. Litigation; Compliance with Laws. (a) Except as set forth in Schedule 3.09, there are not any material actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or, to the knowledge of the Borrower, threatened against or affecting AAMM, the Borrower or any Subsidiary or any business, property or rights of any such person (i) which involve any Loan Document or, as of the Escrow Funding Date, the Recapitalization or (ii) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or materially adversely affect the Recapitalization.

(b) None of AAMM, the Borrower, the Subsidiaries and their respective material properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, Environmental Law, ordinance, code or approval or any building permit) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. Agreements. (a) None of AAMM, the Borrower and the Subsidiaries is a party to any agreement or instrument or subject to any corporate restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect.

(b) None of AAMM, the Borrower and the Subsidiaries is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other material agreement or instrument (including the GM Agreements and the GM MOU) to which it is a party or by which it or any of its properties or assets are or may be bound, in either case where such default could reasonably be expected to result in a Material Adverse Effect. Immediately after giving effect to the Recapitalization, no Default or Event of Default shall have occurred and be continuing.

(c) As of the Closing Date, each of the GM Agreements (other than the Lifetime Program Contracts) and the GM MOU are in full force and effect

in accordance with their terms.

SECTION 3.11. Federal Reserve Regulations. (a) None of AAMM, the Borrower and the Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying Margin Stock.

(b) No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, (i) to purchase or carry Margin Stock or to extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebt edness originally incurred for such purpose, or (ii) for any purpose which entails a violation of, or which is inconsistent with, the provisions of the Regulations of the Board, including Regulation G, U or X.

SECTION 3.12. Investment Company Act; Public Utility Holding Company Act. None of AAMM, the Borrower and the Subsidiaries is (a) an "investment company" as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

SECTION 3.13. Use of Proceeds. The Borrower will use the proceeds of the Loans and will request the issuance of Letters of Credit only for the purposes specified in the preamble to this Agreement.

SECTION 3.14. Tax Returns. Each of AAMM, the Borrower and each of the Subsidiaries has timely filed or caused to be timely filed all Federal, and all material state and local, tax returns required to have been filed by it and has paid or caused to be paid all taxes shown thereon to be due and payable by it and all assessments in excess of $2,000,000 in the aggregate received by it, except taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which the Borrower has set aside on its books adequate reserves and taxes, assessments, charges, levies or claims in respect of property taxes for property that AAMM, the Borrower or a Subsidiary has determined to abandon where the sole recourse for such tax, assessment, charge, levy or claim is to such property. Each of AAMM, the Borrower and each of the Subsidiaries has paid in full or made adequate provision (in accordance with GAAP) for the payment of all taxes due with respect to all periods ending on or before the Closing Date, which taxes, if not paid or adequately provided for, could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.14, as of the Escrow Funding Date, with respect to each of AAMM, the Borrower and each of the Subsidiaries, (a) no material claims are being asserted in writing with respect to any taxes, (b) no presently effective waivers or extensions of statutes of limitation with respect to taxes have been given or requested, (c) no tax returns are being examined by, and no written notification of intention to examine has been received from, the Internal Revenue Service or, with respect to any material potential tax liability, any other taxing authority and (d) no

currently pending issues have been raised in writing by the Internal Revenue Service or, with respect to any material potential tax liability, any other taxing authority. For purposes hereof, "taxes" shall mean any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any Governmental Authority.

SECTION 3.15. No Material Misstatements. (a) The written information, reports, financial statements, exhibits and schedules furnished by or on behalf of AAMM, the Borrower or any of the Subsidiaries to the Administrative Agent or any Lender in connection with the negotiation of any Loan Document or included therein or delivered pursuant thereto (including the Confidential Information Memorandum dated September 1997 relating to the Borrower (the "Information Memorandum") but excluding the financial projections referred to in Section 3.16(b)), when taken as a whole, did not contain, and as they may be amended, supplemented or modified from time to time, will not contain, as of the Closing Date any material misstatement of fact and did not omit, and as they may be amended, supplemented or modified from time to time, will not omit, to state as of the Closing Date any material fact necessary to make the statements therein, in the light of the circumstances under which they were, are or will be made, not materially misleading in their presentation of the Recapitalization or of AAMM, the Borrower and the Subsidiaries taken as a whole.

(b) All financial projections concerning AAMM, the Borrower and the Subsidiaries that are or have been made available to the Administrative Agent or any Lender by AAMM, the Borrower or any Subsidiary have been or will be prepared in good faith based upon assumptions (including with respect to the pricing for the products to be sold by the Borrower to GM and the cost of productive materials therefor) believed by AAMM and the Borrower to be reasonable on the Closing Date.

SECTION 3.16. Employee Benefit Plans. Each of AAMM, the Borrower and the ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and the regulations and published interpretations thereunder and any similar applicable non-U.S. law except for such noncompliance which could not reasonably be expected to result in a Material Adverse Effect. No Reportable Event has occurred as to which AAMM, the Borrower or any ERISA Affiliate was required to file a report with the PBGC, other than reports for which the 30 day notice requirement is waived, reports that have been filed and reports the failure of which to file could not reasonably be expected to result in a Material Adverse Effect. As of the Closing Date, the present value of all benefit liabilities under each Plan of AAMM, the Borrower and the ERISA Affiliates (on a termination basis and based on those assumptions used to fund such Plan) did not, as of the last annual valuation date applicable thereto for which a valuation is available, exceed by more than $10,000,000 the value of the assets of such Plan, and the present value of all

benefit liabilities of all underfunded Plans (based on those assumptions used to fund each such Plan) did not, as of the last annual valuation dates applicable thereto for which valuations are available, exceed by more than $10,000,000 the value of the assets of all such underfunded Plans. None of AAMM, the Borrower and the ERISA Affiliates has incurred or could reasonably be expected to incur any Withdrawal Liability that could reasonably be expected to result in a Material Adverse Effect. None of AAMM, the Borrower and the ERISA Affiliates have received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA, and no Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, where such reorganization or termination has resulted or could reasonably be expected to result, through increases in the contributions required to be made to such Plan or otherwise, in a Material Adverse Effect.

SECTION 3.17. Environmental Matters. Except as set forth in Schedule 3.17:

(a) There has not been a Release or threatened Release of Hazardous Materials at, on, under or around the properties currently or formerly owned, operated or leased by AAMM, the Borrower and the Subsidiaries (the "Properties") in amounts or concentrations which (i) constitute or constituted a violation of Environmental Laws, except as could not reasonably be expected to have a Material Adverse Effect;
(ii) would reasonably be expected to give rise to an Environmental Claim that, in any such case or in the aggregate, is reasonably likely to result in a Material Adverse Effect; or (iii) could reasonably be expected to impair materially the fair saleable value of any material Property;

(b) The Properties and all operations of AAMM, the Borrower and the Subsidiaries are in compliance, and in all prior periods have been in compliance, with all Environmental Laws, and all necessary Environmental Permits have been obtained and are in effect, except to the extent that such non-compliance or failure to obtain any necessary permits, in the aggregate, are not reasonably likely to result in a Material Adverse Effect;

(c) None of AAMM, the Borrower and the Subsidiaries has received any Environmental Claim in connection with the Properties or the operations of the Borrower or the Subsidiaries or with regard to any person whose liabilities for environmental matters AAMM, the Borrower or the Subsidiaries has retained or assumed, in whole or in part, contractually, by operation of law or otherwise, which, in either such case or in the aggregate, is reasonably likely to result in a Material Adverse Effect;

(d) Hazardous Materials have not been transported from the Properties, nor have Hazardous Materials been generated, treated, stored or disposed of at, on, under or around any of the Properties in a manner that could reasonably give rise to liability under any Environmental Law, nor have any of AAMM, the Borrower and the Subsidiaries retained or assumed any liability, contractually, by operation of law or otherwise, with respect to the generation,

treatment, storage or disposal of Hazardous Materials, which, in each case, individually or in the aggregate, is reasonably likely to result in a Material Adverse Effect;

(e) No Lien in favor of any Governmental Authority for (i) any liability under any Environmental Law or (ii) damages arising from or costs incurred by such Governmental Authority in response to a Release or threatened Release of Hazardous Materials into the environment has been recorded with respect to the Properties except for Liens permitted by Section 6.02.

For purposes of this Section 3.17, in determining whether any matter described or referred to in this Section 3.17 would be reasonably likely to result in a Material Adverse Effect, the fact that GM has indemnified AAMM, the Borrower or the Subsidiaries with respect thereto shall be taken into account.

SECTION 3.18. Capitalization of AAMM and the Borrower. The authorized Capital Stock, the par value thereof and the amount of such authorized Capital Stock issued and outstanding for each of AAMM and the Borrower is set forth on Schedule 3.18 as of the Closing Date (after giving effect to the Recapitalization). All outstanding shares of Capital Stock of the Borrower are fully paid and nonassessable and, on and after the Closing Date, will be owned beneficially and of record by AAMM and, on and after the Closing Date, will be free and clear of all Liens and encumbrances whatsoever other than the Liens created by the Loan Documents.

SECTION 3.19. Security Documents. (a) The Pledge Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Pledge Agreement) and, when the Pledged Stock is delivered to the Collateral Agent (or, as applicable in the case of Capital Stock of foreign Subsidiaries, the requisite filings or registrations are made), the Pledge Agreement will constitute a fully perfected first priority Lien on, and security interest in, all right, title and interest of the pledgors thereunder in such Pledged Stock, in each case prior and superior in right to any other person.

(b) The Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Security Agreement) and, when financing statements in appropriate form are filed in the offices specified on the schedules to the Security Agreement, the Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the grantors thereunder in such Collateral and, to the extent contemplated therein and subject to ss. 9-306 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to Liens

expressly permitted by Section 6.02.

(c) The Mortgages are effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable Lien on all of the Loan Parties' right, title and interest in and to the Mortgaged Properties thereunder and, to the extent contemplated therein and subject to ss. 9-306 of the Uniform Commercial Code, the proceeds thereof, and when the Mortgages are filed in the offices specified on the schedules thereto and when financing statements in appropriate form are filed in the offices specified on the schedules thereto, each Mortgage will constitute an enforceable mortgage Lien on, and fully perfected security interest in, all right, title and interest of the Loan Parties in the Mortgaged Property subject thereto and, to the extent contemplated therein and subject to ss. 9-306 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

(d) The Intellectual Property Security Agreement is effective to create in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral (as defined in the Intellectual Property Security Agreement), and when financing statements in appropriate form are filed in the offices specified on Schedule 3.19 and the Intellectual Property Security Agreement is filed in the United States Patent and Trademark Office and the United States Copyright Office, the Intellectual Property Security Agreement will constitute a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, to the extent contemplated therein and subject to ss. 9-306 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to any other person (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a lien on registered trademarks, trademark applications and copyrights acquired by the Loan Parties after the date hereof), other than with respect to the rights of persons pursuant to Liens expressly permitted by Section 6.02.

SECTION 3.20. Location of Real Property and Leased Premises.
(a) Schedule 3.20 lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Subsidiaries and the addresses thereof, other than individual properties that have

an original cost of less than $200,000. As of the Closing Date, the Borrower and the Subsidiaries own in fee all the real property set forth as being owned by them on Schedule 3.20.

(b) Schedule 3.20 lists completely and correctly as of the Closing Date all real property leased by the Borrower and the Subsidiaries and the addresses thereof. As of the Closing Date, the Borrower and the Subsidiaries have valid leases in all the real property set forth as being leased by them on

Schedule 3.20.

SECTION 3.21. Solvency. (a) Immediately after the consummation of the Recapitalization and the other transactions to occur on the Closing Date and immediately following the making of each Loan made, and the issuance of each Letter of Credit issued, on the Closing Date and after giving effect to the application of the proceeds thereof, (i) the fair value of the assets of AAMM, the Borrower and the Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of AAMM, the Borrower and the Subsidiaries on a consolidated basis;
(ii) the present fair saleable value of the property of AAMM, the Borrower and the Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of AAMM, the Borrower and the Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) AAMM, the Borrower and the Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) AAMM, the Borrower and the Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

(b) The Borrower does not intend to, and does not believe that it or any Subsidiary will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

SECTION 3.22. Labor Matters. Except as set forth in Schedule 3.22, there are no strikes pending or threatened against AAMM, the Borrower or any Subsidiary that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. The hours worked and payments made to employees of AAMM, the Borrower and the Subsidiaries have not been in violation in any material respect of the Fair Labor Standards Act or any other applicable law dealing with such matters. All material payments due from AAMM, the Borrower or any Subsidiary or for which any claim may be made against AAMM, the Borrower or any Subsidiary, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of AAMM, the Borrower or such Subsidiary to the extent required by GAAP. The consummation of the Recapitalization will not give rise to a right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which AAMM, the Borrower or any Subsidiary (or any predecessor) is a party or by which AAMM, the Borrower or any Subsidiary (or any predecessor) is bound, other than collective bargaining agreements which, individually or in the aggregate, are not material to AAMM, the Borrower and the Subsidiaries taken as a whole.

SECTION 3.23. Insurance. Schedule 3.23 sets forth a true, complete and correct description of all insurance maintained by or on behalf of AAMM, the Borrower or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect and all premiums have been duly paid.

SECTION 3.24. AAMCM. AAMCM (a) has total assets not in excess of $100,000, (b) has no Indebtedness and (c) does not own or hold any Capital Stock of any person.

ARTICLE IV. CONDITIONS OF LENDING

The obligations of (a) the Lenders (i) to make Loans and (ii) to advance their respective pro rata shares of the Delivered Funds and (b) the Fronting Bank to issue Letters of Credit hereunder (each, a "Credit Event") are subject to the satisfaction of the following conditions:

SECTION 4.01. All Credit Events. On the Escrow Funding Date, on the date of each Borrowing and on the date of each issuance or renewal of a Letter of Credit (other than a Borrowing in which Revolving Loans are refinanced with new Revolving Loans as contemplated by Section 2.02(f) without any increase in the aggregate principal amount of Revolving Loans outstanding and any extension or renewal of any Letter of Credit without any increase in the stated amount of such Letter of Credit):

(a) The Administrative Agent shall have received the Pre-Funding Request or, in the case of a Borrowing, a notice of such Borrowing as required by Section 2.03 (or such notice shall have been deemed given in accordance with the last paragraph of Section 2.03) or, in the case of the issuance of a Letter of Credit, the Fronting Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.20(a).

(b) The representations and warranties set forth in Article III hereof shall be true and correct in all material respects on and as of the date of the Escrow Funding or such Borrowing or issuance of such Letter of Credit, as the case may be, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date.

(c) At the time of and immediately after the Escrow Funding or such Borrowing or issuance of such Letter of Credit, as the case may be, no Event of Default or Default shall have occurred and be continuing.

The Escrow Funding, each Borrowing and each issuance of a Letter of Credit (except those specified in the parenthetical contained in the introductory paragraph of this Section 4.01) shall be deemed to constitute a representation and warranty by the Borrower on the date of the Escrow Funding or such Borrowing or issuance, as the case may be, as to the matters specified in paragraphs (b) and (c) of this Section 4.01. The conditions set forth in this Section 4.01 shall not be required to be satisfied on the Closing Date.

SECTION 4.02. First Credit Event--The Escrow Funding. On the

Escrow Funding Date:

(a) The Administrative Agent shall have received, on behalf of itself, the Lenders and the Fronting Bank, a favorable written opinion of (i) Simpson Thacher & Bartlett, special counsel for AAMM and the Borrower, substantially to the effect set forth in Exhibit K-1, (ii) Patrick Lancaster, general counsel for the Borrower, substantially to the effect set forth in Exhibit K-2, and (iii) Dykema, Gossett PLLC, special counsel for the Borrower, substantially to the effect set forth in Exhibit K-3, in each case (A) dated the Escrow Funding Date, (B) addressed to the Fronting Bank, the Administrative Agent and the Lenders, and (C) covering such other matters relating to the Loan Documents and the Recapitalization as the Administrative Agent shall reasonably request, and each of AAMM and the Borrower hereby instructs its counsel to deliver such opinions.

(b) All legal matters incident to this Agreement, the borrowings and extensions of credit hereunder and the other Loan Documents shall be reasonably satisfactory to the Administrative Agent, to the Lenders and to the Fronting Bank.

(c) The Administrative Agent shall have received in the case of each Loan Party each of the items referred to in clauses (A), (B) and (C) below: (A) a copy of the certificate or articles of incorporation, including all amendments thereto, of each Loan Party, certified as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of each Loan Party as of a recent date from such Secretary of State; (B) a certificate of the Secretary or Assistant Secretary of each Loan Party dated the Escrow Funding Date and certifying (w) that attached thereto is a true and complete copy of the by-laws of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (x) below, (x) that attached thereto is a true and complete copy of resolutions duly adopted by the Board of Directors of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (y) that the certificate or articles of incorporation of such Loan Party have not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to clause (A) above, and (z) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party; (C) a certificate of another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to (B) above; and (b) such other documents as the Administrative Agent, the Lenders and the

Fronting Bank may reasonably request.

(d) The Administrative Agent shall have received a certificate of the Borrower, dated the Escrow Funding Date and signed by a Financial Officer of and on behalf of the Borrower, confirming compliance with the conditions precedent set forth in paragraphs (b) and (c) of Section 4.01.

(e) Each of the Guarantee Agreements and the Indemnity, Subrogation and Contribution Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect.

(f) (i) The Pledge Agreement shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, and all the outstanding Capital Stock of the Borrower owned by AAMM and all the outstanding Capital Stock of each domestic Subsidiary, and 65% of the outstanding Capital Stock of each foreign Subsidiary (or, if less, all such Capital Stock) owned directly by the Borrower or any domestic Subsidiary, shall have been duly and validly pledged thereunder to the Collateral Agent for the ratable benefit of the Secured Parties and certificates representing such shares, accompanied in the case of certificated shares by stock powers endorsed in blank, shall be in the actual possession of the Collateral Agent; and (ii) the Security Agreement and the Intellectual Property Security Agreement shall have been duly executed by the Loan Parties party thereto and shall have been delivered to the Collateral Agent and shall be in full force and effect on such date and each document (including each Uniform Commercial Code financing statement) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Collateral Agent for the benefit of the Secured Parties a valid, legal and perfected first-priority security interest in and lien on the Collateral described in such agreement (subject to any Lien expressly permitted by Section 6.02) shall have been delivered to the Collateral Agent.

(g) The Collateral Agent shall have received (i) the results of a search of the Uniform Commercial Code filings made with respect to the Loan Parties in the states in which the chief executive office of each such person is located and the other jurisdictions in which Uniform Commercial Code filings are to be made pursuant to the preceding paragraph, together with copies of the financing statements disclosed by such search and (ii) the results of equivalent searches made in each other jurisdiction requested by the Administrative Agent, in each case accompanied by evidence satisfactory to the

Administrative Agent that the Liens indicated in any such financing statement (or similar document) or otherwise disclosed in such searches

would be permitted under Section 6.02 or have been released.

(h) (i) Each of the Mortgages, substantially in the form of Exhibit G, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those expressly permitted under Section 6.02, (iii) a lender's title insurance policy, paid for by the Borrower, in form and substance acceptable to the Administrative Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject to any Lien expressly permitted by Section 6.02 or otherwise agreed to by the Administrative Agent) shall have been received by the Administrative Agent and (iv) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be requested by the Administrative Agent, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those expressly permitted under Section 6.02 or otherwise agreed to by the Administrative Agent, together with such surveys, abstracts, appraisals and legal opinions required to be furnished pursuant to the terms of the Mortgages or this Agreement or as reasonably requested in writing by the Administrative Agent or the Lenders.

(i) The Administrative Agent shall have received copies of, or an insurance broker's or agent's certificate as to coverage under, the insurance policies required by Section 5.02 and the applicable provisions of the Security Documents, each of which policies shall be endorsed or otherwise amended to include a "standard" or "New York" lender's loss payable endorsement and to name the Collateral Agent as additional insured, in form and substance satisfactory to the Administrative Agent.

(j) The Administrative Agent shall have received an environmental assessment report in form, scope and substance reasonably satisfactory to the Lenders, from Environmental Strategies Corporation, as to any environmental hazards, liabilities or Remedial Action to which AAMM, the Borrower or any of their respective subsidiaries may be subject.

(k) The GM Preferred Stock Purchase shall have been consummated simultaneously with the Escrow Funding in accordance in all material respects with applicable law, the GM Preferred Stock Purchase Agreement and all related documentation, in each case in the form previously approved by the Administrative Agent and otherwise on terms reasonably satisfactory to the Administrative Agent in all material respects; the conditions to Acquisitionco's obligations set forth in the Recapitalization Agreement shall have been satisfied (other than any conditions that, by their terms, cannot be satisfied on the Escrow Funding Date) without giving effect to any waiver or amendment in any manner adverse to the Lenders that was not approved by all the Lenders; the Administrative Agent shall be reasonably satisfied that the Recapitalization will occur at or before 5:00 p.m., New York City time,

on the date that is two Business Days after the consummation of the GM Preferred Stock Purchase; and the Lenders shall be satisfied that the aggregate level of fees and expenses to be paid in connection with the Recapitalization and this Agreement and the transactions contemplated hereby shall not exceed $51,000,000.

(l) The Lenders shall be reasonably satisfied that the Borrower will be able to consummate the Permitted Lease Financing and that the definitive documentation with respect thereto will be executed on a timely basis consistent with the Borrower's projected capital expenditures for Manufacturing Equipment based on the information and projections and the financial model delivered to the Lenders prior to the date hereof.

(m) The GM Agreements and the GM MOU shall be in full force and effect in accordance with their respective terms, in each case in the form previously approved by the Administrative Agent, without giving effect to any waiver or amendment in any manner materially adverse to the Lenders.

(n) The Lenders shall be reasonably satisfied that, after giving effect to the Recapitalization, including the repayment of the Existing Indebtedness (i) AAMM, the Borrower and the Subsidiaries shall have outstanding no preferred stock and no Indebtedness other than Loans hereunder and Indebtedness otherwise permitted under Section 6.01, (ii) AAMM shall have no outstanding Capital Stock other than common stock owned by the Investors and the Continuing Shareholders and
(iii) the Borrower shall have no outstanding Capital Stock other than the common stock owned by AAMM and the Dauch Options.

(o) The Administrative Agent shall have received a pro forma consolidated balance sheet of AAMM, together with a certificate of the Borrower, dated the Escrow Funding Date and signed by a Financial Officer of the Borrower, to the effect that such statement fairly presents the pro forma financial position of AAMM, the Borrower and the Subsidiaries after giving effect to the Recapitalization and the Credit Events to occur on the Closing Date as if such transactions occurred as of the last day of the most recent fiscal month ended before the Closing Date for which financial statements are available, and the Lenders shall be reasonably satisfied that such balance sheet and the Recapitalization and the financing arrangements contemplated hereby are consistent with the sources and uses of funds delivered to the Lenders prior to the date hereof and are not materially inconsistent with the information, projections and financial models delivered to the Lenders prior to the date hereof.

(p) The Lenders shall have received a solvency letter in form and substance satisfactory to the Administrative Agent from Murray,

Devine & Co. as to the solvency of AAMM, the Borrower and the Subsidiaries on a consolidated basis, after giving effect to the Recapitalization and the consummation of the other transactions contemplated hereby.

SECTION 4.03. The Escrow Release. On the Closing Date:

(a) At or prior to 5:00 p.m., New York City time, the Recapitalization (other than the GM Preferred Stock Purchase) shall be consummated simultaneously with the Escrow Release in accordance with applicable law, the Recapitalization Agreement and all related documentation, in each case in the form in effect on the Escrow Funding Date, without any amendment adverse to the Lenders.

(b) The Recapitalization (other than the GM Preferred Stock Purchase) shall have been consummated on the date that is no more than three Business Days after the consummation of the GM Preferred Stock Purchase.

(c) No order, judgment or decree shall purport to enjoin or restrain (i) the consummation of the Recapitalization or (ii) any Lender from making Loans to the Borrower, provided that if fewer than all the Lenders are so enjoined or restrained, the Borrower shall have the opportunity to replace the Commitments of any such affected Lender pursuant to the terms and conditions of Section 2.21.

(d) There shall not have occurred and be continuing any event that would constitute an Event of Default under paragraph (i) or (j) of Article VII (in the case of paragraph (i) of Article VII, without regard to the requirement that the applicable petition or proceeding continue undismissed for 60 days).

(e) The Administrative Agent shall have received a certificate of the Borrower, dated the Closing Date and signed by a Financial Officer of and on behalf of the Borrower, confirming compliance with the condition precedent set forth in paragraph (d) above.

(f) The Administrative Agent shall have received all Fees and other amounts due and payable on or prior to the Closing Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document.

(g) Each of the Receivables Purchase Documentation and the Receivables Sale Agreement shall have been or simultaneously with the Escrow Release shall be executed and delivered by all parties thereto and shall be in full force and effect, and the initial purchase of participations in the receivables pool pursuant to the Receivables

Purchase Documentation shall have occurred or simultaneously with the Escrow Release shall occur.

ARTICLE V. AFFIRMATIVE COVENANTS

Each of AAMM and the Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, each of AAMM and the Borrower will, and will cause each of the Subsidiaries (other than the Receivables Subsidiary) to:

SECTION 5.01. Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under
Section 6.05, and except for the liquidation or dissolution of Subsidiaries if the assets of such corporations to the extent they exceed estimated liabilities are acquired by the Borrower or a Wholly Owned Subsidiary in such liquidation or dissolution, provided that Subsidiaries that are Guarantors may not be liquidated into Subsidiaries that are not Guarantors and domestic Subsidiaries may not be liquidated into foreign Subsidiaries.

(b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and trade names material to the conduct of its business; comply in all material respects with all applicable laws, rules, regulations (including any zoning, building, Environmental Law, ordinance, code or approval or any building permits or any restrictions of record or agreements affecting the Mortgaged Properties) and orders of any Governmental Authority, whether now in effect or hereafter enacted; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

SECTION 5.02. Insurance. (a) Keep its insurable properties insured at all times by financially sound and reputable insurers in such amounts as shall be customary for similar businesses and maintain such other reasonable insurance (including, to the extent consistent with past practices, self-insurance), of such types, to such extent and against such risks, as is customary with companies in the same or similar businesses, and maintain such other insurance as may be required by law or any other Loan Document.

(b) Cause all such property and casualty insurance policies with respect to the Mortgaged Properties to be endorsed or otherwise amended to include a "standard" or "New York"

lender's loss payable endorsement, in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, which endorsement shall provide that, from and after the Closing Date, if the insurance carrier shall have received written notice from the Administrative Agent or the Collateral Agent of the occurrence of an Event of Default, the insurance carrier shall pay all proceeds otherwise payable to the Borrower or the Loan Parties under such policies directly to the Collateral Agent; cause all such policies to provide that neither the Borrower, the Administrative Agent, the Collateral Agent nor any other party shall be a coinsurer thereunder and to contain a "Replacement Cost Endorsement", without any deduction for depreciation, and such other provisions as the Administrative Agent or the Collateral Agent may reasonably (in light of a Default or a material development in respect of the insured Mortgaged Property) require from time to time to protect their interests; deliver original or certified copies of all such policies or a certificate of an insurance broker to the Collateral Agent; cause each such policy to provide that it shall not be canceled, modified or not renewed upon not less than 30 days' prior written notice thereof by the insurer to the Administrative Agent and the Collateral Agent; deliver to the Administrative Agent and the Collateral Agent, prior to the cancelation, modification or nonrenewal of any such policy of insurance, a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Administrative Agent and the Collateral Agent), or insurance certificate with respect thereto, together with evidence satisfactory to the Administrative Agent and the Collateral Agent of payment of the premium therefor.

(c) If at any time the area in which the Premises (as defined in the Mortgages) are located is designated a "flood hazard area" in any Flood Insurance Rate Map published by the Federal Emergency Management Agency (or any successor agency), obtain flood insurance in such reasonable total amount as the Administrative Agent, the Collateral Agent or the Required Lenders may from time to time reasonably require, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time.

(d) With respect to each Mortgaged Property, carry and maintain comprehensive general liability insurance including the "broad form CGL endorsement" and coverage on an occurrence basis against claims made for personal injury (including bodily injury, death and property damage) and umbrella liability insurance against any and all claims, in no event for a combined single limit of less than $1,000,000, naming the Collateral Agent as an additional insured, on forms reasonably satisfactory to the Collateral Agent.

(e) Notify the Administrative Agent and the Collateral Agent promptly whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.02 is taken out by AAMM, the Borrower or any Subsidiary; and promptly deliver to the Administrative Agent and the Collateral Agent a duplicate original copy of such policy or policies, or insurance certificate with respect thereto.

(f) In connection with the covenants set forth in this Section 5.02, it is understood and agreed that:

(i) none of the Administrative Agent, the Lenders, the Fronting Bank and their respective agents or employees shall be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (A) the Borrower and the other Loan Parties shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Collateral Agent, the Lenders, the Fronting Bank or their agents or employees. If, however, the insurance policies do not provide waiver of subrogation rights against such parties, as required above, then each of AAMM and the Borrower hereby agree, to the extent permitted by law, to waive, and to cause each Subsidiary to waive, its right of recovery, if any, against the Administrative Agent, the Collateral Agent, the Lenders, the Fronting Bank and their agents and employees; and

(ii) the designation of any form, type or amount of insurance coverage by the Administrative Agent, the Collateral Agent or the Required Lenders under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Administrative Agent, the Collateral Agent or the Lenders that such insurance is adequate for the purposes of the business of AAMM, the Borrower and the Subsidiaries or the protection of their properties.

SECTION 5.03. Taxes. Pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, materials and supplies or otherwise which, if unpaid, might give rise to a Lien upon such properties or any part thereof; provided, however, that such payment and discharge shall not be required with respect to any such tax, assessment, charge, levy or claim so long as (a) the validity or amount thereof shall be contested in good faith by appropriate proceedings and AAMM, the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto, (b) such tax, assessment, charge, levy or claim is in respect of property taxes for property that AAMM, the Borrower or one of the Subsidiaries has determined to abandon and the sole recourse for such tax, assessment, charge, levy or claim is to such property or
(c) the amount of such taxes, assessments, charges, levies and claims and interest and penalties thereon does not exceed $2,000,000 in the aggregate.

SECTION 5.04. Financial Statements, Reports, etc. In the case of the Borrower, furnish to the Administrative Agent and each Lender:

(a) within 120 days after the end of fiscal 1997 and within 90 days after the end of each subsequent fiscal year, a consolidated balance sheet and related statements of operations, cash flows and stockholders' equity showing the financial condition of AAMM, the Borrower and the Subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year, all audited by independent public accountants of recognized national standing reasonably acceptable to the Administrative Agent and accompanied by an opinion of such accountants (which shall not be qualified in any material respect) to the effect that such consolidated financial statements fairly present the financial condition and results of operations of AAMM, the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP;

(b) within 45 days after the end of each of the first three fiscal quarters of each fiscal year, a consolidated balance sheet and related statements of operations, cash flows and stockholders' equity showing the financial condition of AAMM, the Borrower and the Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year, all certified by one of its Financial Officers on behalf of the Borrower as fairly presenting the financial condition and results of operations of AAMM, the Borrower and the Subsidiaries on a consolidated basis in accordance with GAAP (except for the absence of footnotes), subject to normal year-end audit adjustments;

(c) concurrently with any delivery of financial statements under (a) or (b) above, a certificate of the accounting firm or Financial Officer on behalf of the Borrower opining on or certifying such statements (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) (i) certifying that no Event of Default or Default has occurred or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 6.10, 6.11, 6.12 and 6.13 (it being understood that the information required by this clause (ii) may be provided in a certificate of a Financial Officer on behalf of the Borrower instead of from such accounting firm);

(d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by AAMM, the Borrower or any Subsidiary with the

Securities and Exchange Commission, or any governmental authority succeeding to any of or all the functions of said Commission, or with any national securities exchange, or distributed to its shareholders generally, as the case may be;

(e) if, as a result of any change in accounting principles and policies from those as in effect on the date of this Agreement, the consolidated financial statements of AAMM, the Borrower and the Subsidiaries delivered pursuant to paragraph (a) or (b) above will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such clauses had no such change in accounting principles and policies been made, then, together with the first delivery of financial statements pursuant to paragraph (a) and (b) above following such change, a schedule prepared by a Financial Officer on behalf of the Borrower reconciling such changes to what the financial statements would have been without such changes;

(f) within 90 days after the beginning of each fiscal year, a copy of an operating and capital expenditure budget for such fiscal year;

(g) promptly following the creation or acquisition of any Subsidiary, a certificate from a Responsible Officer, identifying such new Subsidiary and the ownership interest of the Borrower and the Subsidiaries therein;

(h) simultaneously with the delivery of any financial statements pursuant to paragraph (a) or (b) above, a balance sheet and related statements of operations, cash flows and stockholder's equity for each unconsolidated Subsidiary for the applicable period;

(i) promptly, a copy of all reports submitted in connection with any material interim or special audit made by independent accountants of the books of AAMM, the Borrower or any Subsidiary; and

(j) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of AAMM, the Borrower or any Subsidiary, or compliance with the terms of any Loan Document, or such consolidating financial statements, as in each case the Administrative Agent or any Lender, acting through the Administrative Agent, may reasonably request.

SECTION 5.05. Litigation and Other Notices. Furnish to the Administrative Agent written notice of the following promptly after any Responsible Officer of the Borrower obtains actual knowledge thereof:

(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;

(b) the delivery of any notice by GM to AAMM, the Borrower or any Subsidiary pursuant to the terms of any GM Agreement (i) to the effect that GM intends to exercise any right GM may have under such

agreement not to renew such agreement with respect to any product supplied by the Borrower or any Subsidiary to GM thereunder, (ii) to the effect that any product supplied by the Borrower or any Subsidiary to GM thereunder is not competitive in terms of technology, design or quality with similar products available to GM from other suppliers or
(iii) with respect to any other event or circumstance that could reasonably be expected to result in a Material Adverse Effect;

(c) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by

or before any Governmental Authority, against AAMM, the Borrower or any Subsidiary in respect of which there is a reasonable possibility of an adverse determination and which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect; and

(d) any other development specific to AAMM, the Borrower or any Subsidiary that is not a matter of general public knowledge and that has resulted in, or could reasonably be expected to result in, a Material Adverse Effect.

SECTION 5.06. Employee Benefits. (a) Comply in all material respects with the applicable provisions of ERISA and the provisions of the Code relating to ERISA and any applicable similar non-U.S. law and (b) furnish to the Administrative Agent (i) as soon as possible after, and in any event within 30 days after any Responsible Officer of AAMM, the Borrower or any ERISA Affiliate knows or has reason to know that, any Reportable Event has occurred, a statement of a Financial Officer setting forth details as to such Reportable Event and the action proposed to be taken with respect thereto, together with a copy of the notice, if any, of such Reportable Event given to the PBGC, (ii) promptly after any Responsible Officer learns of receipt thereof, a copy of any notice that the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) or to appoint a trustee to administer any such Plan, (iii) within 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code a notice of failure to make a required installment or other payment with respect to a Plan, a statement of a Financial Officer setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a copy of any such notice given to the PBGC and (iv) promptly after any Responsible Officer learns thereof and in any event within 30 days after receipt thereof by AAMM, the Borrower or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by AAMM, the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan is, or is expected to be, terminated or in reorganization, in each case within the meaning of Title IV of ERISA, provided that in the case of

each of clauses (i) through (iv) above, notice to the Administrative Agent shall only be required if such event or condition, together with all other events or conditions referred to in clauses (i) through (iv) above, could reasonably be expected to result in liability of AAMM, the Borrower or any Subsidiary in an aggregate amount exceeding $10,000,000.

SECTION 5.07. Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of AAMM, the Borrower or any Subsidiary at reasonable times, upon reasonable prior notice to AAMM or the Borrower, and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or any Lender upon reasonable prior notice to AAMM or the Borrower to discuss the affairs, finances and condition of the Borrower or any Subsidiary with the officers thereof and independent accountants therefor (subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract).

SECTION 5.08. Use of Proceeds. Use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes set forth in the preamble to this Agreement.

SECTION 5.09. Compliance with Environmental Laws. Comply, and make reasonable efforts to cause all lessees and other persons occupying its Properties to comply, with all Environmental Laws and Environmental Permits applicable to its operations and Properties; obtain and renew all material Environmental Permits necessary for its operations and Properties; and conduct any Remedial Action in accordance with Environmental Laws, except, in each case with respect to this Section 5.09, to the extent the failure to do so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

SECTION 5.10. Preparation of Environmental Reports. If a default caused by reason of a breach of Section 3.18 or 5.09 shall have occurred and be continuing, at the request of the Required Lenders through the Administrative Agent, provide to the Lenders within 90 days after such request, at the expense of the Borrower, an environmental site assessment report for the Properties which are the subject of such default prepared by an environmental consulting firm acceptable to the Administrative Agent, indicating the presence or absence of Hazardous Materials and the estimated cost of any Remedial Action required under any applicable Environmental Law in connection with such Properties.

SECTION 5.11. Further Assurances. Execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable

law, or which the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority (subject to Liens permitted by Section 6.02) of the security interests created or intended to be created by the Security Documents. In addition, from time to time, AAMM, the Borrower and the Subsidiaries will, at their cost and expense, on or promptly (but in any event within 10 Business Days) following the date of acquisition by the Borrower or any Subsidiary of any new subsidiary (subject to the receipt of any required consents from Governmental Authorities) promptly secure the Obligations by causing the following to occur: (i) promptly upon creating or acquiring any additional subsidiary, the Capital Stock of such subsidiary will (unless such subsidiary is a subsidiary of a foreign Subsidiary) be pledged pursuant to the Pledge Agreement, provided that no more than 65% of the Capital Stock of any foreign subsidiary shall be required to be pledged pursuant to this Section 5.11, and (ii) such subsidiary will (unless such subsidiary is a foreign subsidiary or less than 90% of the Capital Stock of such subsidiary is owned by the Borrower and the Subsidiaries) (A) become a party to the Security Agreement, the Intellectual Property Security Agreement and the Pledge Agreement (if such subsidiary owns Capital Stock of any subsidiary) as contemplated under each such agreement, (B) enter into the Subsidiary Guarantee agreement (or become a party thereto if the Subsidiary Guaranty Agreement shall be in effect at such time) and, together with the Borrower, the Indemnity, Subrogation and Contribution Agreement (or become a party thereto if the Indemnity, Subrogation and Contribution Agreement shall be in effect at such time) and (C) if such subsidiary owns any real property located in the United States having a value at the time of acquisition of such subsidiary in excess of $2,500,000, enter into and deliver to the Collateral Agent a Mortgage in respect of such property. All such security interests and Liens will be created under the Security Documents and other instruments and documents in form and substance reasonably satisfactory to the Collateral Agent, and AAMM, the Borrower and the Subsidiaries shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions and lien searches) as the Required Lenders shall reasonably request to evidence compliance with this Section 5.11. AAMM and the Borrower agree to provide, and to cause each Subsidiary to provide, such evidence as the Collateral Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien. The Borrower will not be required to (i) cause any Subsidiary in which it has made an investment pursuant to Section 6.04(k) to comply with the provisions of this Section 5.11 or (ii) pledge its equity interest in any Other Investments or Subsidiary in which it has made an investment pursuant to Section 6.04(k) if the creation of such pledge would violate a contractual obligation applicable to the Borrower or any Subsidiary of which the Borrower has been unable to obtain a waiver despite its use of reasonable efforts to do so.

SECTION 5.12. Fiscal Year; Accounting. In the case of each of AAMM, the Borrower and each of the Subsidiaries, cause its respective fiscal year to end on December 31.

SECTION 5.13. Dividends. In the case of the Borrower, permit its Subsidiaries to pay dividends and cause such dividends to be paid to the extent required to pay the monetary Obligations, subject to restrictions permitted by Section 6.09(e) and to prohibitions imposed by applicable requirements of law.

SECTION 5.14. Interest Rate Protection Agreements. In the case of the Borrower, as promptly as practicable and in any event within 60 days after the Closing Date, enter into, and thereafter maintain in effect for a period of at least three years following the Closing Date, one or more Interest Rate Protection Agreements with any of the Lenders or other financial institutions reasonably satisfactory to the Administrative Agent, the effect of which shall be to limit at all times the interest payable in connection with Indebtedness having an aggregate outstanding principal amount not less than an amount equal to 30% of the aggregate principal amount of Term Borrowings to a maximum rate and on terms and conditions reasonably acceptable, taking into account current market conditions, to the Administrative Agent (it being agreed that the terms and conditions of the Existing Hedging Agreement are acceptable to the Administrative Agent), and deliver evidence of the execution and delivery thereof to the Administrative Agent.

SECTION 5.15. Surveys. Within 60 days after the Closing Date, furnish the Collateral Agent with (a) an as-built survey of each Mortgaged Property, in form and substance satisfactory to the Collateral Agent and (b) endorsements to the title policies required by Section 4.02(h), providing access, survey, comprehensive (Restrictions, Encroachments and Minerals), tax lot and contiguity coverage.

SECTION 5.16. Dissolution of AAMCM. As promptly as practicable and in any event within 60 days after the Closing Date, dissolve AAMCM and distribute its assets, if any, to AAMM or the Borrower. AAMM and the Borrower shall and shall cause AAMCM to do all things necessary to ensure that the representation set forth in Section 3.24 will remain true at all times prior to such dissolution and distribution.

ARTICLE VI. NEGATIVE COVENANTS

Each of AAMM and the Borrower covenants and agrees with each Lender that, so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full and all Letters of Credit have been canceled or have expired and all amounts drawn thereunder have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing, neither AAMM nor the Borrower will, and neither will cause or permit any of the Subsidiaries (other than the Receivables Subsidiary, except in the case of Section 6.08(c)) to:

SECTION 6.01. Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness existing on the date hereof and set forth in Schedule 6.01, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for

in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended, provided that such extending, renewal or replacement Indebtedness shall not be (A) Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced or (B) in a principal amount which exceeds the Indebtedness being renewed, extended or refinanced (plus unpaid accrued interest and premium thereon);

(b) Indebtedness created hereunder and under the other Loan Documents;

(c) in the case of the Guarantors, the Guarantees under the Guarantee Agreements;

(d) Indebtedness of the Borrower and the Subsidiaries pursuant to Interest Rate Protection Agreements entered into in order to fix the effective rate of interest on the Loans

and other Indebtedness, provided that such transactions shall be entered into to hedge actual interest rate exposures and not for the purpose of speculation;

(e) Indebtedness owed to (including obligations in respect of letters of credit for the benefit of) any person providing worker's compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person;

(f) (i) Indebtedness of the Borrower or any Wholly Owned Subsidiary that is a Guarantor to any Subsidiary or to the Borrower;
(ii) Indebtedness of the Borrower or any Wholly Owned Subsidiary that is not a Guarantor to any Subsidiary that is not a Guarantor; and (iii) Indebtedness of any Subsidiary to the Borrower or any Subsidiary arising from an investment made pursuant to Section 6.04;

(g) Indebtedness of the Borrower or a Subsidiary which represents the assumption by the Borrower or such Subsidiary of Indebtedness of a Subsidiary in connection with the permitted merger of such Subsidiary with or into the assuming person or the purchase of all or substantially all the assets of such Subsidiary;

(h) Indebtedness of the Borrower or the Subsidiaries in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations and trade-related letters of credit, in each case

provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business, and any extension, renewal or refinancing thereof to the extent not provided to secure the repayment of other Indebtedness and to the extent that the amount of refinancing Indebtedness is not greater than the amount of Indebtedness being refinanced;

(i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

(j) Indebtedness of a Subsidiary acquired after the date hereof and Indebtedness of a corporation merged or consolidated with or into the Borrower or a Subsidiary after the date hereof, which Indebtedness in each case exists at the time of such acquisition, merger, consolidation or conversion into a Subsidiary and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Agreement, provided that the aggregate principal amount of Indebtedness under this paragraph (j) shall not at any time exceed $15,000,000 for the Borrower and all Subsidiaries;

(k) Capital Lease Obligations, Mortgage financings and purchase money Indebtedness incurred by the Borrower or any Subsidiary prior to or within 270 days after a Capital Expenditure permitted under
Section 6.10 in order to finance such Capital Expenditure, and extensions, renewals and refinancings thereof in an aggregate principal amount outstanding at any time not in excess of $25,000,000, provided that any such refinancing Indebtedness shall not be (i) Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced or (ii) in a principal amount which exceeds the Indebtedness being renewed, extended or refinanced;

(l) Capital Lease Obligations incurred by the Borrower or any Subsidiary in respect of any Sale and Leaseback Transaction that is permitted under Section 6.03;

(m) Indebtedness in respect of the Existing Lease;

(n) Indebtedness of the Borrower or any Subsidiary supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit;

(o) Indebtedness incurred pursuant to any Permitted Receivables Financing, Permitted Lease Financing or Additional Lease

Financing;

(p) other Indebtedness of the Borrower and the domestic Subsidiaries, provided that at no time shall the sum of (i) the aggregate principal amount of Indebtedness incurred pursuant to this paragraph (p) plus (ii) the aggregate Remaining Present Value of leases entered into pursuant to Section 6.03(b) exceed $25,000,000;

(q) other Indebtedness of foreign Subsidiaries in an aggregate principal amount at any time outstanding not in excess of $5,000,000; and

(r) all premium (if any), interest (including post-petition interest), fees, expenses, indemnities, charges and additional or contingent interest on obligations described in clauses (a) through (q) above.

SECTION 6.02. Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person, including any Subsidiary) at the time owned by it or on any income or revenues or rights in respect of any thereof, or sell or transfer any account receivable or any right in respect thereof, except:

(a) Liens on property or assets of the Borrower and the Subsidiaries existing on the date hereof and set forth in Schedule 6.02, provided that such Liens shall secure only those obligations which they secure on the date hereof (and extensions, renewals and refinancings of such obligations permitted by Section 6.01(a)) and shall not subsequently apply to any other property or assets of AAMM, the Borrower or any Subsidiary (other than pursuant to existing after acquired property clauses);

(b) any Lien created under the Loan Documents or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage;

(c) any Lien existing on any property or asset of the Borrower or any Subsidiary prior to the acquisition thereof by the Borrower or any Subsidiary, provided that (i) such Lien is not created in contemplation of or in connection with such acquisition and (ii) such Lien does not apply to any other property or asset of the Borrower or any Subsidiary;

(d) any Lien on any property or asset of a Subsidiary securing Indebtedness permitted by Section 6.01(j), provided that such Lien does not apply to any other property or assets of AAMM, the Borrower or any Subsidiary not securing such Indebtedness at the date of acquisition of such property or asset (other than after acquired property subjected to a Lien securing Indebtedness and other obligations incurred prior to such date and permitted hereunder which contains a requirement for the pledging of after acquired property);

(e) Liens for taxes, assessments or other governmental charges or levies not yet delinquent, or which are for less than $2,000,000 in

the aggregate, or which are being contested in compliance with Section 5.03 or for property taxes on property that AAMM, the Borrower or one of the Subsidiaries has determined to abandon if the sole recourse for such tax, assessment, charge, levy or claim is to such property;

(f) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business and securing obligations that are not due and payable or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, AAMM, the Borrower or the relevant Subsidiary shall have set aside on its books reserves in accordance with GAAP;

(g) pledges and deposits made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workmen's compensation, unemployment

insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations;

(h) deposits to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(i) zoning restrictions, easements, trackage rights, leases (other than Capital Lease Obligations), licenses, special assessments, rights-of-way, restrictions on use of real property and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not substantial in amount and do not materially detract from the value of the property subject thereto or interfere with the ordinary conduct of the business of AAMM, the Borrower or any of the Subsidiaries;

(j) purchase money security interests in real property, improvements thereto or equipment hereafter acquired (or, in the case of improvements, constructed) by the Borrower or any Subsidiary (including the interests of vendors and lessors under conditional sale and title retention agreements), provided that (i) such security interests secure Indebtedness or Sale and Lease-Back Transactions permitted by Section 6.01, (ii) such security interests are incurred, and the Indebtedness secured thereby is created, within 270 days after such acquisition (or construction), (iii) the Indebtedness secured thereby does not exceed 100% of the cost of such real property,

improvements or equipment at the time of such acquisition (or construction), including transaction costs incurred by the Borrower or any Subsidiary in connection with such acquisition (or construction),
(iv) such expenditures are permitted by this Agreement and (v) such security interests do not apply to any other property or assets of the Borrower or any Subsidiary (other than to accessions to such real property, improvements or equipment and provided that individual financings of equipment provided by a single lender may be cross-collateralized to other financings of equipment provided solely by such lender);

(k) Liens arising out of capitalized or operating lease transactions permitted under Section 6.03 (including Liens arising out of any Permitted Lease Financing or Additional Lease Financing) and Liens arising out of the Existing Lease, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions thereto or proceeds thereof and related property;

(l) Liens consisting of interests of lessors under capital or operating leases permitted by Section 6.01;

(m) Liens securing judgments for the payment of money in an aggregate amount not in excess of $10,000,000 (except to the extent covered by insurance), unless such judgments shall remain undischarged for a period of more than 30 consecutive days during which execution shall not be effectively stayed;

(n) any leases or subleases to other persons of properties or assets owned or leased by the Borrower or a Subsidiary;

(o) any Lien arising by operation of law pursuant to Section 107(1) of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. ss.9607(1), or pursuant to analogous state law, for costs or damages which are not yet due (by virtue of a written demand for payment by a Governmental Authority) or which are being contested in compliance with the standard set forth in Section 5.03(a), or on property that the Borrower or a Subsidiary has determined to abandon if the sole recourse for such costs or

damages is to such property, provided that the liability of the Borrower and the Subsidiaries with respect to the matter giving rise to all such Liens shall not, in the reasonable estimate of the Borrower (in light of all attendant circumstances, including the likelihood of contribution by third parties), exceed $10,000,000;

(p) Liens that are contractual rights of setoff (i) relating to the establishment of depository relations with banks not given in connection with the issuance of Indebtedness or (ii) pertaining to

pooled deposit and/or sweep accounts of the Borrower and/or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Borrower and the Subsidiaries;

(q) Liens securing obligations in respect of trade-related letters of credit permitted under Section 6.01 and covering the goods (or the documents of title in respect of such goods) financed by such letters of credit;

(r) other Liens with respect to property or assets not constituting collateral for the Obligations with an aggregate fair market value (valued at the time of creation thereof) of not more than $25,000,000 at any time;

(s) (i) Liens on or the sale of accounts receivable and related assets pursuant to any Permitted Receivables Financing and (ii) the sale of accounts receivable (other than any accounts receivable for which GM or any subsidiary of GM is the obligor) in connection with collection in the ordinary course of business;

(t) Liens disclosed by the title insurance policies delivered pursuant to Sections 4.02 and 5.11;

(u) construction liens arising in the ordinary course of business, including liens for work performed for which payment has not been made, securing obligations that are not due and payable or are being contested in good faith by appropriate proceedings and in respect of which, if applicable, AAMM, the Borrower or the relevant Subsidiary shall have set aside on its books reserves in accordance with GAAP;

(v) the replacement, extension or renewal of any Lien permitted by clause (c), (d), (j) or (t) above; provided that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; and provided further that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement.

Notwithstanding the foregoing, in no event will AAMM, the Borrower or any Subsidiary create, incur, assume or permit to exist any Lien on the New York Real Property other than Liens referred to in paragraphs (a), (c),
(d), (e), (f), (i), (j), (l), (m), (o), (u) and (v) of this Section 6.02.

SECTION 6.03. Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a "Sale and Lease-Back Transaction"), other than (a) any Sale and Lease-Back Transaction entered into in connection with a Permitted Lease Financing or an Additional Lease Financing, provided that the proceeds of any such Permitted Lease Financing or Additional Lease Financing shall be deemed subject to Section 2.12(e) unless such proceeds

constitute Net Proceeds and (b) other Sale and Lease-Back Transactions, provided that at no time will the sum of (i) the aggregate Remaining Present Value of all leases entered into pursuant to this clause (b) plus (ii) the aggregate principal amount of Indebtedness outstanding at such time that was incurred pursuant to Section 6.01(p), exceed $25,000,000.

SECTION 6.04. Investments, Loans and Advances. Purchase, hold or acquire any capital stock, evidences of indebtedness or other securities of, make or permit to exist any loans or advances to, or make or permit to exist any investment or any other interest in, any other person, except:

(a) investments (i) existing on the date hereof in the capital stock of the Subsidiaries; (ii) by AAMM in the capital stock of the Borrower; (iii) by the Borrower or any Subsidiary in any Wholly Owned Subsidiary that is a Guarantor (so long as such Guarantor shall remain a Wholly Owned Subsidiary after giving effect to such investment); (iv) by any Wholly Owned Subsidiary in any Wholly Owned Subsidiary that is a Guarantor; (v) by any Subsidiary that is not a Guarantor in any Wholly Owned Subsidiary that is not a Guarantor (so long as such Subsidiary shall remain a Wholly Owned Subsidiary after giving effect to such investment); or (vi) by the Borrower or the Subsidiaries in the Receivables Subsidiary pursuant to any Permitted Receivables Financing;

(b) Permitted Investments and investments that were Permitted Investments when made;

(c) investments arising out of the receipt by the Borrower or any Subsidiary of noncash consideration for the sale of assets permitted under Section 6.05 provided that such consideration (if the stated amount or value thereof is in excess of $2,000,000) is pledged upon receipt pursuant to the Pledge Agreement to the extent required thereby;

(d) intercompany loans permitted to be incurred as Indebtedness under Section 6.01;

(e) (i) loans and advances to employees of AAMM, the Borrower or the Subsidiaries not to exceed $20,000,000 in the aggregate at any time outstanding and (ii) advances of payroll payments and expenses to employees in the ordinary course of business;

(f) (i) accounts receivable arising and trade credit granted in the ordinary course of business and any securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and (ii) prepayments and other credits to suppliers made in the ordinary course of business;

(g) Interest Rate Protection Agreements permitted pursuant to
Section 6.01(d);

(h) investments, other than investments listed in paragraphs
(a) through (g) of this Section, existing on the Closing Date and set forth on Schedule 6.04;

(i) investments resulting from pledges and deposits referred to in Section 6.02(g) or (h);

(j) investments constituting Permitted Business Acquisitions not to exceed $50,000,000 (net of any return representing return on capital in respect of any such investment and valued at the time of the making thereof) in the aggregate and investments constituting Permitted Business Acquisitions and made with funds that if not so spent would constitute Net Proceeds under clause (a) of the definition thereof;

(k) other investments in an aggregate amount not to exceed $15,000,000 plus 25% of Excess Cash Flow since the Closing Date (to the extent not previously used to prepay Indebtedness (other than Revolving Loans or Swingline Loans), make any investment or capital expenditure or otherwise for any purpose resulting in a deduction to Excess Cash Flow in any fiscal year) (net of any return representing return on capital in respect of any such investment and valued at the time of the making thereof);

(l) investments in Permitted Business Acquisitions or other investments to the extent made with proceeds of the issuance of Capital Stock of AAMM (to the extent not previously used to prepay Indebtedness (other than Revolving Loans or Swingline Loans), make any investment or capital expenditure or otherwise for any purpose resulting in a deduction to Excess Cash Flow in any fiscal year) issued after the Closing Date if such proceeds have been contributed to the Borrower; and

(m) investments in foreign Subsidiaries at least 90% of the stock of which is owned directly by the Borrower or a domestic Wholly Owned Subsidiary in an aggregate amount not to exceed $100,000,000 (net of any return representing return on capital in respect of any such investment and valued at the time of the making thereof), provided that
(i) at least 80% of such investments are used by such foreign Subsidiaries to make Capital Expenditures pursuant to Section 6.10 and
(ii) any portion of such investments not used for Capital Expenditures will be used to pay other costs and expenses related to such Capital Expenditures, in each case within a reasonable period of time after the respective dates such investments are made .

SECTION 6.05. Mergers, Consolidations, Sales of Assets and

Acquisitions. Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (whether now owned or hereafter acquired), or any Capital Stock of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of transactions) all or any substantial part of the assets of any other person, except that this Section shall not prohibit:

(a) the purchase and sale of inventory in the ordinary course of business by the Borrower or any Subsidiary or the acquisition of any asset of any person in the ordinary course of business;

(b) if at the time thereof and immediately after giving effect thereto no Event of Default or Default shall have occurred and be continuing (i) the merger of any Subsidiary into the Borrower in a transaction in which the Borrower is the surviving corporation and (ii) the merger or consolidation of any Subsidiary into or with any other Wholly Owned Subsidiary in a transaction in which the surviving entity is a Wholly Owned Subsidiary (which shall be a domestic Subsidiary if the non-surviving person shall be a domestic Subsidiary) and, (A) in the case of each of clauses (i) and (ii), no person other than the Borrower or a Wholly Owned Subsidiary receives any consideration and (B) in the case of clause (ii), if any non-surviving person was a Guarantor the surviving person must be a Guarantor;

(c) Sale and Lease-Back Transactions permitted by Section 6.03 (including sales of Manufacturing Equipment or other equipment to Lessors in connection with Permitted Lease Financings or Additional Lease Financings);

(d) investments permitted by Section 6.04;

(e) subject to Section 6.07, sales, leases or transfers (i) from the Borrower or any Subsidiary to the Borrower or to a domestic Wholly Owned Subsidiary or (ii) from any foreign Subsidiary to any foreign Wholly Owned Subsidiary or to the Borrower;

(f) sales, leases or other dispositions of equipment or real property of the Borrower or the Subsidiaries determined by the Board of Directors or senior management of the Borrower to be no longer useful or necessary in the operation of the business of the Borrower or the Subsidiaries, provided that the Net Proceeds thereof shall be applied in accordance with Section 2.12(c);

(g) sales, leases or other dispositions of inventory of the Borrower and the Subsidiaries not made in the ordinary course of business determined by the Board of Directors or senior management of the Borrower to be no longer useful or necessary in the operation of

the business of the Borrower and the Subsidiaries, provided that the Net Proceeds thereof shall be applied in accordance with Section 2.12(c);

(h) sales and other dispositions by the Borrower and the Subsidiaries of accounts receivable and related assets to the Receivables Subsidiary pursuant to any Permitted Receivables Financing;

(i) the sale of any Capital Stock of any Subsidiary in which less than 90% of the Capital Stock is owned by the Borrower or a domestic Wholly Owned Subsidiary and that was acquired pursuant to
Section 6.04(k) or (l);

(j) AAMM and the Borrower may effect the IPO Merger and the initial public offering of common stock by the surviving corporation in the IPO Merger, so long as the IPO Merger and the release of the pledge to the Collateral Agent of the common stock of the Borrower held by AAMM immediately prior to the IPO Merger shall have received the prior written approval of the Required Lenders;

(k) sales, leases or other dispositions of property having a net book value not in excess of $20,000,000 in any fiscal year, provided that the Net Proceeds thereof are applied in accordance with
Section 2.12(c) or are used within one year of the date of receipt thereof to purchase assets useful in the business of the Borrower and the Subsidiaries, and provided further that no sale may be made of the Capital Stock of any Subsidiary except in connection with the sale of all its outstanding Capital Stock that is held by the Borrower and any other Subsidiary; and

(l) the Recapitalization.

SECTION 6.06. Dividends and Distributions. Declare or pay, directly or indirectly, any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any shares of its Capital Stock (other than dividends and distributions on the common stock of AAMM payable solely by the issuance of additional shares of common stock of AAMM) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any shares of any class of its Capital Stock or set aside any amount for any such purpose; provided, however, that:

(a) any Subsidiary may declare and pay dividends to, repurchase its Capital Stock from or make other distributions to the Borrower or to any Wholly Owned Subsidiary (or, in the case of non-Wholly Owned Subsidiaries, to the Borrower or any Subsidiary and to each other owner of Capital Stock of such Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests);

(b) AAMM and the Borrower may effect the Recapitalization;

(c) the Borrower may declare and pay dividends or make other distributions to AAMM in respect of overhead, tax liabilities, legal,

accounting and other professional fees and expenses and other fees and expenses in connection with the maintenance of its existence and its ownership of the Borrower; and

(d) the Borrower may purchase or redeem, or declare and pay dividends or make other distributions to AAMM the proceeds of which are to be used to purchase or redeem, shares of Capital Stock of AAMM
(including related stock appreciation rights or similar securities) held by present or former officers or employees of AAMM, the Borrower or any

Subsidiary or by any Plan upon such person's death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued, provided that the aggregate amount of such purchases or redemption (or dividends or distributions to AAMM) under this paragraph (d) shall not exceed in any calendar year $7,500,000 (plus the amount of net proceeds received by AAMM or the Borrower during such calendar year from Employee Equity Sales) which, if not used in any year may be carried forward to any subsequent calendar year; provided, however, that the aggregate amount of such purchases or redemptions (or dividends or distributions to AAMM) that may be made pursuant to this paragraph (d) shall not exceed $20,000,000 (plus the amount of net proceeds received by AAMM or the Borrower after the date of this Agreement from Employee Equity Sales).

SECTION 6.07. Transactions with Affiliates. (a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates or any known direct or indirect holder of 10% or more of any class of capital stock of AAMM, unless such transaction forms a part of the Recapitalization or is (i) otherwise permitted under this Agreement (including pursuant to any Permitted Receivables Financing, Permitted Lease Financing or Additional Lease Financing) and (ii) upon terms no less favorable to AAMM, the Borrower or such Subsidiary, as the case may be, than it would obtain in a comparable arm's-length transaction with a person which was not an Affiliate, provided that the foregoing restriction shall not apply to (A) the payment to the Fund or any of its Affiliates or the Fund Affiliates of the monitoring and management fees referred to in paragraph (c) below or fees payable on the Closing Date or (B) the indemnification of directors of AAMM, the Borrower and the Subsidiaries in accordance with customary practice.

(b) The foregoing paragraph (a) shall not prohibit, to the extent otherwise permitted under this Agreement, (i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors of AAMM, (ii) loans or advances to employees of AAMM, the Borrower or any Subsidiary in accordance with

Section 6.04(e), (iii) transactions among AAMM, the Borrower and Wholly Owned Subsidiaries and transactions among Wholly Owned Subsidiaries otherwise permitted by this Agreement, (iv) the payment of fees and indemnities to directors, officers and employees of the Borrower and the Subsidiaries in the ordinary course of business, (v) transactions pursuant to permitted agreements in existence on the Closing Date and set forth on Schedule 6.07, (vi) any employment agreements entered into by any of the Borrower or any of the Subsidiaries in the ordinary course of business, (vii) dividends and repurchases permitted under Section 6.06, and (viii) any purchase by the Investors or the Continuing Shareholders of Capital Stock of AAMM or any purchase by AAMM or by Dauch (pursuant to the exercise of the Dauch Options) of Capital Stock of the Borrower or any contribution by AAMM to the equity capital of the Borrower, provided that any Capital Stock of the Borrower purchased by AAMM shall be pledged to the Collateral Agent on behalf of the Lenders pursuant to the Pledge Agreement.

(c) Make any payment of or on account of monitoring or management fees payable to the Fund or its Affiliates or the Fund Affiliates in an aggregate amount in any fiscal year in excess of the greater of (i) $2,000,000 or (ii) an amount equal to 1.0% of EBITDA for the prior fiscal year.

SECTION 6.08. Business of AAMM, the Borrower and the Subsidiaries. Engage at any time in any business or business activity other than
(a) in the case of the Borrower and the Subsidiaries (other than the Receivables Subsidiary), any business or business activity conducted by it on the date hereof and any business or business activities incidental or related thereto,
(b) in the case of AAMM, (i) the ownership of all the capital stock of the Borrower, together with activities directly related thereto, (ii) performance of its obligations under and in connection with the Loan Documents and under the Recapitalization Agreement, the Stockholders Agreement executed in connection with the Recapitalization Agreement and other agreements contemplated thereby,
(iii) actions incidental to the consummation of the Recapitalization and (iv) actions required by law

to maintain its status as a corporation and (c) in the case of the Receivables Subsidiary, the purchase and sale of receivables and related assets (or participation interests therein) pursuant to any Permitted Receivables Financing, together with activities related thereto.

SECTION 6.09. Permitted Lease Financings, Additional Lease Financings, Permitted Receivables Financings and Other Material Agreements. (a) Amend or modify, or grant any waiver or release under, any Existing Lease in any manner materially adverse to the Lenders or under any leases or other agreements or documents entered into in connection with any Permitted Lease Financing or any Additional Lease Financing in any manner (i) that would cause the terms of such lease or other agreement to not be in compliance with Schedule C or (ii) materially adverse to the Lenders.

(b) Amend or modify, or grant any waiver or release under, any GM Agreement or the GM MOU if such amendment, modification, waiver or release would reasonably be expected (A) to reduce EBITDA for the first four fiscal-quarter period of the Borrower commencing on or after the date of such amendment, modification, waiver or release by an amount equal to or greater than 25% of EBITDA for the last four-fiscal-quarter period of the Borrower ended on or prior to such date or (B) to be materially adverse to the Lenders.

(c) Amend or modify, or grant any waiver or release under, the Receivables Sale Agreement or the Receivables Purchase Documentation or any other agreements or documents entered into in connection with any Permitted Receivables Financing in any manner materially adverse to the Lenders.

(d) Amend or modify in any manner materially adverse to the Lenders, or grant any waiver or release under or terminate in any manner (if such action shall be adverse to the Lenders), the certificate of incorporation or By-laws in any material respect of AAMM, the Borrower or any Subsidiary or the Recapitalization Agreement.

(e) Permit any Subsidiary (other than the Receivables Subsidiary) to enter into any agreement or instrument which by its terms restricts the payment of dividends or the making of cash advances by such Subsidiary to the Borrower or any Subsidiary that is a direct or indirect parent of such Subsidiary other than those arising under any Loan Document.

SECTION 6.10. Capital Expenditures. Permit AAMM to make any Capital Expenditure or to consummate any Lease Financing, permit the Borrower or any Subsidiary to consummate any Lease Financing other than the Permitted Lease Financing, any Additional Lease Financing and any Lease Financing permitted by
Section 6.03(b) or permit the aggregate amount of Capital Expenditures, the Lease Present Values of Additional Lease Financings and the Lease Present Values of Permitted Lease Financings made or entered into, as applicable, by the Borrower and the Subsidiaries in any fiscal year to exceed the sum of (a) the amount set forth opposite such fiscal year below plus (b) 25% of Excess Cash Flow for the prior fiscal year (to the extent not previously used to prepay Indebtedness (other than Revolving Loans or Swingline Loans), make any investment or capital expenditure or otherwise for any purpose resulting in a deduction to Excess Cash Flow in any fiscal year) (it being understood that, to the extent the Borrower or any Subsidiary makes a Capital Expenditure after the date of this Agreement in respect of Manufacturing Equipment or other equipment and subsequently finances such equipment pursuant to a Permitted Lease Financing or Additional Lease Financing, whether in the same or in a different fiscal year, the Lease Present Value of any such Lease Financing that relates to such equipment shall be reduced (but not below zero) by the amount of such prior Capital Expenditure in respect of such equipment for purposes of determining compliance with this Section 6.10 during the fiscal year in which such subsequent financing is effected); provided, however, that the Borrower may in any fiscal year, upon written notice to the Administrative Agent, increase the amount of Capital Expenditures permitted to be made pursuant to this Section 6.10 by an amount equal to the total unused amount of Capital Expenditures permitted to be made pursuant to this Section 6.10 for the immediately preceding fiscal year (minus the amount of any unused Capital Expenditures permitted to be made pursuant to this

Section 6.10 that were carried forward to such preceding fiscal year pursuant to this proviso). For purposes of this Section 6.10 only, the amount of Capital Expenditures made by the Borrower and the Subsidiaries in any fiscal year will be deemed not to include the purchase price actually paid by the Borrower or any Subsidiary during such fiscal year for any Manufacturing Equipment or other equipment acquired by the Borrower or the Subsidiaries pursuant to the exercise of any purchase option under any lease entered into pursuant to any Permitted Lease Financing or any Additional Lease Financing (but not under any Existing Lease).

Year         Amount
1997         $488,000,000
1998         $200,000,000
1999         $250,000,000
2000         $150,000,000
2001         $100,000,000
2002         $100,000,000
2003         $100,000,000
2004         $100,000,000
2005         $100,000,000
2006         $100,000,000

SECTION 6.11. Interest Coverage Ratio. Permit the ratio (the "Interest Coverage Ratio") as of the last day of any fiscal quarter, which last day occurs in any period set forth below, for the four quarter period ended as of such day of (a) EBITDA of AAMM, the Borrower and the Subsidiaries to (b) Cash Interest Expense to be less than the ratio set forth below for such period, provided that for purposes of this Section 6.11 Cash Interest Expense for the four quarter period ending on (i) March 31, 1998, shall be deemed to be Cash Interest Expense for the fiscal quarter ending on such date, multiplied by four,
(ii) June 30, 1998, shall be deemed to be Cash Interest Expense for the two fiscal quarter period ending on June 30, 1998, multiplied by two and (iii) September 30, 1998, shall be deemed to be Cash Interest Expense for the three fiscal quarter period ending on September 30, 1998, multiplied by 4/3:

        Period:                                       Ratio:

March 31, 1998 to June 30, 1998                        2.25
July 1, 1998 to September 30, 1998                     2.50
October 1, 1998 to March 31, 1999                      2.75
April 1, 1999 to June 30, 1999                         3.00
July 1, 1999 to September 30, 1999                     3.25
October 1, 1999 to March 31, 2000                      3.50
April 1, 2000 to September 30, 2000                    3.75
October 1, 2000 to June 30, 2001                       4.00
July 1, 2001 to December 31, 2001                      4.25
January 1, 2002 to June 30, 2002                       4.50
July 1, 2002 and thereafter                            5.00

        Period:                                       Ratio:

March 31, 1998 to June 30, 1998                        4.00
July 1, 1998 to December 31, 1998                      3.75
January 1, 1999 to March 31, 1999                      3.50
April 1, 1999 to June 30, 1999                         3.25
July 1, 1999 to September 30, 1999                     3.00
October 1, 1999 to June 30, 2000                       2.50
July 1, 2000 to September 30, 2000                     2.25
October 1, 2000 to March 31, 2001                      2.00
April 1, 2001 to September 30, 2001                    1.75
October 1, 2001 to March 31, 2002                      1.50
April 1, 2002 and thereafter                           1.00

From and including Closing            To and including last day of         Amount:
Date or first day of first quarter    fiscal year:
of fiscal year:

Closing                               1997                                 $165,000,000
1998                                  1998                                 $165,000,000
1999                                  1999                                 $180,000,000
2000                                  2000                                 $200,000,000
2001                                  2001                                 $250,000,000
2002                                  2002                                 $300,000,000
2003                                  2003                                 $350,000,000
2004                                  2004                                 $400,000,000
2005                                  2005                                 $425,000,000
2006                                  2006                                 $450,000,000

ARTICLE VII. EVENTS OF DEFAULT

In case of the happening of any of the following events ("Events of Default"):

(a) any representation or warranty made or deemed made by AAMM, the Borrower or any Loan Party in any Loan Document, or any representation, warranty, statement or information contained in any report, certificate, financial statement or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or furnished by AAMM, the Borrower or any other Loan Party;

(b) default shall be made in the payment of any principal of any Loan or the reimbursement with respect to any L/C Disbursement when and as the same shall become

due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made in the payment of any interest on any Loan or on any L/C Disbursement or in the payment of any Fee or any other amount (other than an amount referred to in (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d) default shall be made in the due observance or performance

by AAMM, the Borrower or any Subsidiary of any covenant, condition or agreement contained in Section 5.01(a) (with respect to the Borrower), 5.05(a) or 5.08 or in Article VI;

(e) default shall be made in the due observance or performance by AAMM, the Borrower or any Subsidiary of any covenant, condition or agreement contained in any Loan Document (other than those specified in
(b), (c) or (d) above) and such default shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent or the Required Lenders to the Borrower;

(f) (i) AAMM or the Borrower shall fail to observe or perform any term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any Indebtedness (other than any Indebtedness under any Loan Document) having an aggregate principal or notional amount in excess of $10,000,000 if the effect of any such failure is to cause, or to permit the holder or holders of such Indebtedness or a trustee on its or their behalf to cause, such Indebtedness to become due prior to its stated maturity, or AAMM or the Borrower shall fail to pay any principal in respect of any such Indebtedness at the stated maturity thereof or (ii) any default or other event (other than expiration at the end of the scheduled term thereof or in connection with a refinancing thereof that is a Permitted Receivables Financing) shall have occurred under the Receivables Sale Agreement, the Receivables Purchase Documentation or any other document governing any Permitted Receivables Financing if the effect of such default or other event is to cause, or to permit the Receivables Subsidiary to cause, the termination of purchases of Receivables by the Receivables Subsidiary from the Borrower;

(g) the Borrower or any Subsidiary shall (i) fail to pay (A) any amount other than scheduled or basic rent without disputing the payment of such amount in good faith or (B) any scheduled or basic rent due in respect of any lease having a Remaining Present Value in excess of $10,000,000, after the expiration of any grace period for such payments or the date ten days after such payment was due, if sooner, or
(ii) fail to pay any amount other than amounts covered by clause (i) above or to observe or perform any other term, covenant, condition or agreement contained in any such lease if the effect of any failure referred to this clause (ii) with respect to any such lease is to cause the termination of such lease or any payment of scheduled rent or payment in lieu of scheduled rent (including payments in the form of liquidated damages) to become due or payable prior to the scheduled date of payment;

(h) any one or more of the GM Agreements or the GM MOU shall cease to be in full force and effect with respect to any product or products supplied by the Borrower or the Subsidiaries to GM pursuant to any such GM Agreement and such cessation would reasonably be expected
(i) to reduce EBITDA for the first four-fiscal-quarter period of the Borrower commencing on or after the date of such cessation by an amount equal to or greater than 25% of EBITDA for the last four-fiscal-quarter period of the Borrower ended on or prior to such date or (ii) to be materially adverse to the Lenders.

(i) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of AAMM, the

Borrower or any Subsidiary, or of a substantial part of the property or assets of AAMM, the Borrower or a Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, seques trator, conservator or similar official for AAMM, the Borrower or any Subsidiary or for a substantial part of the property or assets of AAMM, the Borrower or a Subsidiary or (iii) the winding-up or liquidation of AAMM, the Borrower or any Subsidiary; and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(j) AAMM, the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in paragraph (i) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for AAMM, the Borrower or any Subsidiary or for a substantial part of the property or assets of AAMM, the Borrower or any Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due or (vii) take any action for the purpose of effecting any of the foregoing;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $10,000,000 (except to the extent covered by insurance as to which the insurer has acknowledged in writing its obligation to cover) shall be rendered against AAMM, the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of AAMM, the Borrower or any Subsidiary to enforce any such judgment;

(l) (i) a Reportable Event or Reportable Events, or a failure to make a required installment or other payment (within the meaning of
Section 412(n)(1) of the Code), shall have occurred with respect to any

Plan or Plans, (ii) a trustee shall be appointed by a United States district court to administer any Plan or Plans, (iii) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any Plan or Plans, (iv) the Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan and the Borrower or such ERISA Affiliate does not have reasonable grounds for contesting such Withdrawal Liability or is not contesting such Withdrawal Liability in a timely and appropriate manner, (v) the Borrower or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, (vi) the Borrower or any ERISA Affiliate shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (vii) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vii) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect;

(m) (i) any Loan Document shall for any reason be asserted by AAMM, the Borrower or any Subsidiary not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security Document and to extend to assets that are not immaterial to AAMM, the Borrower and the Subsidiaries on a consolidated basis shall cease to be, or shall be asserted by the Borrower or any other Loan Party not to be, a valid and perfected security interest (having the priority required by this

Agreement or the relevant Security Agreement) in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the failure of the Collateral Agent to maintain possession of certificates representing securities pledged under the Pledge Agreement or to file UCC continuation statements and except to the extent that such loss is covered by a lender's title insurance policy and the related insurer promptly after such loss shall have acknowledged in writing that such loss is covered by such title insurance policy and the Administrative Agent shall be reasonably satisfied with the credit of such insurer or (iii) the Obligations of AAMM and the Borrower and the guarantee by AAMM thereof pursuant to the Parent Guarantee Agreement shall cease to constitute senior indebtedness under the subordination provisions of any document or instrument evidencing any permitted subordinated Indebtedness or such subordination provisions shall be invalidated or otherwise cease to be legal, valid and binding obligations of the parties thereto, enforceable in accordance with their terms; or

(n) there shall have occurred a Change in Control; then, and

in every such event (other than an event with respect to the Borrower described in paragraph (i) or (j) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part and (iii) demand cash collateral pursuant to Section 2.20(g), whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding; and in any event with respect to the Borrower described in paragraph (i) or (j) above, the Commitments shall automatically terminate, the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrower accrued hereunder and under any other Loan Document, shall automatically become due and payable and the Administrative Agent shall be deemed to have made a demand for cash collateral to the full extent permitted under Section 2.20(g), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrower, anything contained herein or in any other Loan Document to the contrary notwithstanding.

ARTICLE VIII. THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

In order to expedite the transactions contemplated by this Agreement, The Chase Manhattan Bank is hereby appointed to act as Administrative Agent and Collateral Agent on behalf of the Lenders and the Fronting Bank (for purposes of this Article VIII, the Administrative Agent and the Collateral Agent are referred to collectively as the "Agents"). Each of the Lenders and each assignee of any such Lender hereby irrevocably authorizes the Agents to take such actions on behalf of such Lender or assignee or the Fronting Bank and to exercise such powers as are specifically delegated to the Agents by the terms and provisions hereof and of the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The Administrative Agent is hereby expressly authorized by the Lenders and the Fronting Bank, without hereby limiting any implied authority, (a) to receive on behalf of the Lenders and the Fronting Bank all payments of principal of and interest on the Loans, all payments in respect of L/C Disbursements and all other amounts due to the Lenders and the Fronting Bank hereunder, and promptly to distribute to each Lender or the Fronting Bank its proper share of each payment so received; (b) to give notice on behalf of each of the Lenders to the Borrower of any Event of Default specified in this Agreement of which the Administrative Agent has actual knowledge acquired in connection with its agency hereunder; and (c) to distribute to each Lender copies of all notices, financial statements and other materials delivered by the Borrower pursuant to this Agreement as received by the Administrative

Agent. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and the rights of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the Security Documents. In the event that any party other than the Lenders and the Agents shall participate in all or any portion of the Collateral pursuant to the Security Documents, all rights and remedies in respect of such Collateral shall be controlled by the Collateral Agent.

Neither the Agents nor any of their respective directors, officers, employees or agents shall be liable as such for any action taken or omitted by any of them except for its or his own gross negligence or wilful misconduct, or be responsible for any statement, warranty or representation herein or the contents of any document delivered in connection herewith, or be required to ascertain or to make any inquiry concerning the performance or observance by the Borrower or any other Loan Party of any of the terms, conditions, covenants or agreements contained in any Loan Document. The Agents shall not be responsible to the Lenders for the due execution, genuineness, validity, enforceability or effectiveness of this Agreement or any other Loan Documents or other instruments or agreements. The Agents shall in all cases be fully protected in acting, or refraining from acting, in accordance with written instructions signed by the Required Lenders and, except as otherwise specifically provided herein, such instructions and any action or inaction pursuant thereto shall be binding on all the Lenders. Each Agent shall, in the absence of knowledge to the contrary, be entitled to rely on any instrument or document believed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons. Neither the Agents nor any of their respective directors, officers, employees or agents shall have any responsibility to the Borrower or any other Loan Party on account of the failure of or delay in performance or breach by any Lender or the Fronting Bank of any of its obligations hereunder or to any Lender or the Fronting Bank on account of the failure of or delay in performance or breach by any other Lender or the Fronting Bank or the Borrower or any other Loan Party of any of their respective obligations hereunder or under any other Loan Document or in connection herewith or therewith. Each of the Agents may execute any and all duties hereunder by or through agents or employees and shall be entitled to rely upon the advice of legal counsel selected by it with respect to all matters arising hereunder and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

The Lenders hereby acknowledge that neither Agent shall be under any duty to take any discretionary action permitted to be taken by it pursuant to the provisions of this Agreement unless it shall be requested in writing to do so by the Required Lenders. The Lenders further acknowledge and agree that so long as an Agent shall make any determination to be made by it hereunder or under any other Loan Document in good faith, such Agent shall have no liability in respect of such determination to any person.

Subject to the appointment and acceptance of a successor Agent as provided below, either Agent may resign at any time by notifying the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor with the consent of the Borrower (not to be

unreasonably withheld or delayed). If no successor shall have been so appointed by the Required Lenders and approved by the Borrower and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders with the consent of the Borrower (not to be unreasonably withheld or delayed), appoint a successor Agent which shall be a bank with an office in New York, New York, having a combined capital and surplus of at least $500,000,000 or an Affiliate of any such bank. Upon the acceptance of any appointment as Agent hereunder by a successor bank, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent and the retiring Agent shall be discharged from its duties and obligations hereunder. After the Agent's resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as Agent.

With respect to the Loans made by it hereunder, each Agent in its individual capacity and not as Agent shall have the same rights and powers as any other Lender and may exercise the same as though it were not an Agent, and the Agents and their Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not an Agent.

Each Lender agrees (a) to reimburse the Agents, on demand, in the amount of its pro rata share (based on its Commitments hereunder (or if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of its applicable outstanding Loans or participations in L/C Disbursements, as applicable)) of any reasonable expenses incurred for the benefit of the Lenders by the Agents, including counsel fees and compensation of agents and employees paid for services rendered on behalf of the Lenders, which shall not have been reimbursed by the Borrower and (b) to indemnify and hold harmless each Agent and any of its directors, officers, employees or agents, on demand, in the amount of such pro rata share, from and against any and all liabilities, taxes, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against it in its capacity as Agent or any of them in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted by it or any of them under this Agreement or any other Loan Document, to the extent the same shall not have been reimbursed by the Borrower, provided that no Lender shall be liable to an Agent for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the gross negligence or wilful misconduct of such Agent or any of its directors, officers, employees or agents.

Each Lender acknowledges that it has, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it

will, independently and without reliance upon the Agents or any other Lender and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document furnished hereunder or thereunder.

As soon as practicable after it becomes aware of a Default or an Event of Default that has occurred and is continuing, the Administrative Agent shall notify each Lender thereof.

ARTICLE IX. MISCELLANEOUS

SECTION 9.01. Notices. Notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(a) if to the Borrower, to it at 1840 Holbrook Avenue, Detroit, MI 48212, Attention of Mr. Gary Witosky (Telecopy No. (313) 974-2229) and Attention of Mr. Patrick Lancaster (Telecopy No. (313) 974-3204), and if to AAMM, to it in care of the Borrower, in each case with a copy to The Blackstone Group, 345 Park Avenue, New York, New York 10154, Attention of Mr. John Woodard (Telecopy No. (212)754-8710);

(b) if to the Administrative Agent, to The Chase Manhattan Bank, Loan and Agency Services Group, One Chase Manhattan Plaza, 8th Floor, New York, New York 10081, Attention of Ms. Janet Belden (Telecopy No. (212) 552-5658), with a copy to The Chase Manhattan Bank, 270 Park Avenue, New York, New York 10017, Attention of Ms. Rosemary Bradley (Telecopy No. (212) 972-9854);

(c) if to the Fronting Bank to it at its address (or telecopy number) set forth in Schedule 2.20; and

(d) if to a Lender, to it at its address (or telecopy number) set forth in the Administrative Questionnaire delivered to the Administrative Agent by such Lender in connection with the execution of this Agreement or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto.

All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or on the date five Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this

Section 9.01.

SECTION 9.02. Survival of Agreement. All covenants, agreements, representations and warranties made by the Borrower and the Guarantors herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and the Fronting Bank and shall survive the making by the Lenders of the Loans, the execution and delivery to the Lenders of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or L/C Disbursement or any Fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not been terminated. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.13, 2.15, 2.19 and 9.05) shall survive the payment in full of the principal and interest hereunder, the expiration of the Letters of Credit and the termination of the Commitments or this Agreement.

SECTION 9.03. Binding Effect. This Agreement shall become effective when it shall have been executed by AAMM, the Borrower, and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of AAMM, the Borrower, the Fronting Bank, the Administrative Agent and each Lender and their respective permitted successors and assigns.

SECTION 9.04. Successors and Assigns. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of AAMM, the Borrower, the Administrative Agent, the Fronting Bank or the Lenders that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns.

(b) Each Lender may assign to one or more assignees all or a portion of its interests, rights and obligations as a Lender under this Agreement (including all or a portion of its Commitments, the Loans and L/C Disbursements at the time owing to it and participations in Letters of Credit held by it, it being understood that Lenders shall not be required to assign pro rata amounts of their Loans, L/C Disbursements, Revolving Credit Commitments and Term Commitments); provided, however, that (i) except in the case of an assignment to another Lender or an Affiliate of, or an Approved Fund with respect to, such Lender, (A) in each case, the Borrower and the Administrative Agent must each give its prior written consent to such assignment (which consent shall not in either case be unreasonably withheld or delayed) and (B) in the case of participations in Letters of Credit or Revolving Credit Commitments, the Fronting Bank must give its prior written consent to such assignment (which consent shall not in any case be unreasonably withheld or delayed), (ii) except in the case of an assignment to another Lender or an Affiliate of, or an Approved

Fund with respect to, such Lender, the amount of the Loans, L/C Disbursements, Commitments or participations in Letters of Credit of the assigning Lender subject to such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall be an amount not less than $5,000,000 and an integral multiple of $1,000,000 unless the Borrower shall have given its prior written consent to an assignment of a lesser amount, or shall be the entire remaining amount of such Loans, L/C Disbursements, Commitments or participations in Letters of Credit held by such assigning Lender, (iii) unless the assignor ceases to be a Lender, the aggregate amount of the Loans and L/C Disbursements owing to and unused Commitments of such Lender after giving effect to such assignment shall be not less than $5,000,000, (iv) the parties to each such assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $3,500 and (v) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Upon acceptance and recording pursuant to paragraph (e) of this
Section 9.04, from and after the effective date specified in each Assignment and Acceptance, which effective date shall be at least five Business Days after the execution thereof unless agreed otherwise by the Administrative Agent, (i) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement and (ii) the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.13, 2.15, 2.19 and 9.05, as well as to any Fees accrued for its account and not yet paid).

(c) By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows:
(i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Term Commitments and Revolving Credit Commitment, and the outstanding balances of its Loans and L/C Disbursements and its participations in Letters of Credit, in each case without giving effect to assignments thereof that have not become effective, are as set forth in such Assignment and Acceptance; (ii) except as set forth in clause (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document furnished pursuant hereto or thereto, or the financial condition of the Borrower or any Guarantor or the performance or observance by the Borrower or any Guarantor of any of its obligations under this Agreement, any other Loan Document or any other instrument or document furnished pursuant

hereto or thereto; (iii) such assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received copies of this Agreement and the other Loan Documents, together with copies of the most recent financial statements delivered pursuant to this Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative Agent, the Fronting Bank, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent and the Collateral Agent by the terms hereof or thereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(d) The Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at its address referred to in subsection 9.01 a copy of each Assignment and

Acceptance delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitments of, and principal amount of the Loans and L/C Disbursements owing to, each Lender from time to time. The Administrative Agent shall also record the Revolving L/C Exposure of each Lender in the Register. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent, the Fronting Bank and the Lenders shall treat each person whose name is recorded in the Register as the owner of Commitments and the Loans and Revolving L/C Exposures recorded therein for all purposes of this Agreement. The Register shall be available for inspection by the Borrower, the Fronting Bank, any Lender and their representatives (including counsel and accountants), at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) above and, if required, the written consent of the Borrower, the Fronting Bank and the Administrative Agent to such assignment, the Administrative Agent shall (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Lenders. Notwithstanding anything to the contrary contained herein, no assignment under Section 9.04(b) of any rights or obligations shall be effective unless and until the Administrative Agent shall

have recorded such assignment in the Register. The Administrative Agent shall record the name of the transferor, the name of the transferee, and the amount of the transfer in the Register after receipt of all documents required pursuant to this Section 9.04 and such other documents as the Administrative Agent may reasonably request.

(f) Each Lender may without the consent of the Borrower, the Fronting Bank or the Administrative Agent sell participations to one or more banks or other entities in all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments, the Loans owing to it, its Revolving L/C Exposure and the participations in Letters of Credit held by it); provided, however, that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
(iii) the participating banks or other entities shall be entitled to the benefit of the cost protection provisions contained in Sections 2.13, 2.15, 2.19 and 9.06 to the same extent as if they were Lenders, provided that no such participating bank or entity shall be entitled to receive any greater amount pursuant to such Sections than a Lender would have been entitled to receive in respect of the amount of the participation sold by such Lender to such participating bank or entity had no sale occurred, and (iv) the Borrower, the Administrative Agent, the Fronting Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrower or any other Loan Party, as the case may be, relating to its Loans, Revolving L/C Exposure and participations in Letters of Credit and Fees and to approve any amendment, modification or waiver of any provision of this Agreement or any other Loan Document (other than amendments, modifications or waivers decreasing any Fee payable hereunder or the amount of principal of or the rate at which interest is payable on the Loans or L/C Disbursements, extending any final maturity date or increasing any Commitment, in each case in respect of an Obligation in which the relevant participating bank or entity is participating, or releasing all or substantially all of the Collateral or any Guarantor from its Guarantee Agreement unless all or substantially all the Capital Stock of such Guarantor is sold in a transaction permitted by this Agreement or as provided in Section 9.18). Each Lender will disclose the identity of its participants to the Borrower and Administrative Agent if requested by the Borrower or the Administrative Agent.

(g) Any Lender or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower or any Guarantor furnished to such Lender by or on behalf of the Borrower or any Guarantor, provided that, prior to any such disclosure, each such assignee or participant or proposed assignee or

participant shall execute an agreement whereby such assignee or participant shall agree to be bound by Section 9.16.

(h) Any Lender may at any time assign all or any portion of its rights under this Agreement to a Federal Reserve Bank, provided that no such assignment shall release a Lender from any of its obligations hereunder. In order to facilitate such an assignment to a Federal Reserve Bank, the Borrower shall, at the request of the assigning Lender, duly execute and deliver to the assigning Lender a promissory note or notes evidencing the Loans made to the Borrower by the assigning Lender hereunder.

(i) In the event that Standard & Poor's Ratings Group or Moody's Investors Service, Inc. shall, after the date that any Lender becomes a Lender, downgrade the long-term certificate deposit ratings or long-term senior unsecured debt ratings of such Lender (or the parent company thereof), and the resulting ratings shall be BBB+ or Baa1 or lower, then the Fronting Bank shall have the right, but not the obligation, at its own expense, upon notice to such Lender and the Administrative Agent, to replace (or to request the Borrower, at the sole expense of the Fronting Bank, to use its reasonable efforts to replace) such Lender with respect to such Lender's Revolving Credit Commitment with an assignee (in accordance with and subject to the restrictions contained in paragraph (b) above), and such Lender hereby agrees to transfer and assign without recourse (in accordance with and subject to the restrictions contained in paragraph (b) above) all its interests, rights and obligations in respect of its Revolving Credit Commitment to such assignee; provided, however, that (i) no such assignment shall conflict with any law, rule and regulation or order of any Governmental Authority and (ii) such assignee shall pay to such Lender in immediately available funds on the date of such assignment the principal of and interest accrued to the date of payment on the Loans and L/C Disbursements of such Lender hereunder and all other amounts accrued for such Lender's account or owed to it hereunder.

(j) Neither AAMM nor the Borrower shall assign or delegate any of its rights or duties hereunder and any attempted assignment shall be null and void.

(k) Except as provided in Section 2.13(d), the Fronting Bank shall not assign or delegate any of its interests, rights or obligations as a Fronting Bank under this Agreement without the prior written consent of the Borrower, the Administrative Agent and the Required Lenders.

SECTION 9.05. Expenses; Indemnity. (a) The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent and the Collateral Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the syndication of the Commitments or the administration of this Agreement (including expenses incurred in connection with due diligence and initial and ongoing Collateral examination to the extent incurred with the reasonable prior approval of the Borrower) or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of their rights in connection with this Agreement and the other Loan Documents or in connection

with the Loans made or the Letters of Credit issued hereunder, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the reasonable fees, charges and disbursements of any other counsel (including the reasonable allocated costs of internal counsel if a Lender elects to use internal counsel in lieu of outside counsel) for the Administrative Agent, the Fronting Bank or any Lender (but no more than one such counsel for any Lender).

(b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Fronting Bank, each Lender and each of their respective directors, trustees, officers, employees and agents (each such person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses,

including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Recapitalization and the other transactions contemplated hereby and thereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses result from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, the Administrative Agent, the Fronting Bank or any Lender and its directors, trustees, officers and employees as a single Indemnitee). Subject to and without limiting the generality of the foregoing sentence, the Borrower agrees to indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel or consultant fees, charges and disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (A) any Environmental Claim related in any way to AAMM, the Borrower or any Subsidiary, or (B) any actual or alleged presence, Release or threatened Release of Hazardous Materials on any Property or any property owned, leased or operated by any predecessor of AAMM, the Borrower or any Subsidiary, provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are, determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or any of its directors, trustees, officers or employees. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of

this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Fronting Bank or any Lender. All amounts due under this Section 9.05 shall be payable on written demand therefor.

(c) Unless an Event of Default shall have occurred and be continuing, the Borrower shall be entitled to assume the defense of any action for which indemnification is sought hereunder with counsel of its choice at its expense (in which case the Borrower shall not thereafter be responsible for the fees and expenses of any separate counsel retained by an Indemnitee except as set forth below); provided, however, that such counsel shall be reasonably satisfactory to each such Indemnitee. Notwithstanding the Borrower's election to assume the defense of such action, each Indemnitee shall have the right to employ separate counsel and to participate in the defense of such action, and the Borrower shall bear the reasonable fees, costs and expenses of such separate counsel, if (i) the use of counsel chosen by the Borrower to represent such Indemnitee would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the Borrower and such Indemnitee and such Indemnitee shall have reasonably concluded that there may be legal defenses available to it that are different from or additional to those available to the Borrower (in which case the Borrower shall not have the right to assume the defense or such action on behalf of such Indemnitee); (iii) the Borrower shall not have employed counsel reasonably satisfactory to such Indemnitee to represent it within a reasonable time after notice of the institution of such action; or (iv) the Borrower shall authorize such Indemnitee to employ separate counsel at the Borrower's expense. The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower's consent, which consent may not be withheld or delayed unless such settlement is unreasonable in light of such claims or actions against, and defenses available to, such Indemnitee.

(d) Notwithstanding anything to the contrary in this Section 9.05, this Section 9.05 shall not apply to taxes, it being understood that the Borrower's only obligations with respect to taxes shall arise under Sections 2.13 and 2.19.

SECTION 9.06. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and the Fronting Bank is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or the Fronting Bank to or for the credit or the account of the Borrower against any of and all the obligations of the Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or the Fronting Bank, irrespective of whether or not such Lender or the Fronting Bank shall have made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of each Lender and the Fronting Bank under this Section 9.06 are in addition to

other rights and remedies (including other rights of setoff) which such Lender or the Fronting Bank may have.

SECTION 9.07. Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN LETTERS OF CREDIT AND AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500 (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.

SECTION 9.08. Waivers; Amendment. (a) No failure or delay of the Administrative Agent, the Fronting Bank or any Lender in exercising any right or power hereunder or under any Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Fronting Bank and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by AAMM, the Borrower or any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on AAMM, the Borrower or any Guarantor in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by AAMM, the Borrower and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each party thereto and the Collateral Agent and consented to by the Required Lenders; provided, however, that no such agreement shall (i) decrease the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, without the prior written consent of each Lender directly affected thereby, (ii) extend any Installment Date (other than any final maturity) or extend any date on which payment of interest on any Loan or any L/C Disbursement is due, without the prior written consent of (A) in the case of Term Loans, the Required Lenders and Lenders holding Term Loans representing at least 80% of the aggregate principal amount of each Tranche affected by such action or (B) in the case of Loans under the Revolving Credit Commitments and L/C Disbursements, Lenders with Revolving Credit Commitments representing at least 80% of the aggregate Revolving Credit Commitments then in effect, (iii) advance any Installment Date without the prior written consent of Lenders holding Term Loans representing (A) at least 80% of the aggregate principal amount of the then outstanding Tranche A Term Loans and (B) at least 80% of the aggregate principal amount of the then outstanding Tranche B Term Loans, (iv) increase or extend the Commitment of any Lender or

decrease the Commitment Fees or L/C Participation Fees or other fees of any Lender without the prior written consent of such Lender, (v) effect any waiver, amendment or modification of the provisions of Section 2.11(b) or that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Tranche differently from those of Lenders participating in other Tranches, without the consent of a majority in interest of the Lenders participating in the adversely affected Tranche, or change the relative rights in respect of payments or collateral of the Lenders participating in different Tranches without the consent of a majority in interest of Lenders participating in each affected Tranche, or (vi) amend or modify the provisions of Section 2.09(d) or Section 2.16, the provisions of this
Section or the definition of the term "Required Lenders", or release all or substantially all the Collateral (it being understood and agreed that the release of the pledge of the common stock of the Borrower pledged by AAMM to the Collateral Agent under the Pledge Agreement in connection with the IPO Merger shall require the consent of only the Required Lenders) or release any Guarantor from its Guarantee Agreement unless all or substantially all the Capital Stock of such Guarantor is sold in a transaction permitted by this Agreement or as provided in Section 9.17, without the prior written consent of each Lender adversely affected thereby, provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Fronting Bank hereunder without the prior written consent of the Administrative Agent or the Fronting Bank acting as such at the effective date of such agreement, as the case may be. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any assignee of such Lender.

SECTION 9.09. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the "Charges"), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or the Fronting Bank, shall exceed the maximum lawful rate (the "Maximum Rate") that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or the Fronting Bank, shall be limited to the Maximum Rate, provided that such excess amount shall be paid to such Lender or the Fronting Bank on subsequent payment dates to the extent not exceeding the legal limitation.

SECTION 9.10. Entire Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

SECTION 9.11. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

SECTION 9.12. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 9.13. Counterparts. This Agreement 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, and shall become effective as provided in Section 9.03.

SECTION 9.14. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 9.15. Jurisdiction; Consent to Service of Process. (a) Each of AAMM and the Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any Lender or the Fronting Bank may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against AAMM, the Borrower or any Guarantor or their properties in the courts of

any jurisdiction.

(b) Each of AAMM and the Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.16. Confidentiality. Each of the Lenders, the Fronting Bank and the Administrative Agent agrees that it shall maintain in confidence any information relating to AAMM, the Borrower and the other Loan Parties furnished to it by or on behalf of AAMM, the Borrower or the other Loan Parties (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender, the Fronting Bank or the Administrative Agent without violating this Section 9.16 or (c) was available to such Lender, the Fronting Bank or the Administrative Agent from a third party having, to such person's knowledge, no obligations of confidentiality to AAMM, the Borrower or any other Loan Party) and shall not reveal the same other than (i) to its directors, trustees, officers, employees and advisors with a need to know or to any person that approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16) and (ii) as contemplated by
Section 9.04(g), except: (A) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority or of any securities exchange on which securities of the disclosing party or any Affiliate of

the disclosing party are listed or traded, (B) as part of normal reporting or review procedures to Governmental Authorities, (C) to its parent companies, Affiliates or auditors (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16) and (D) in order to enforce its rights under any Loan Document in a legal proceeding.

SECTION 9.17. Release of Liens and Guarantees. In the event that AAMM, the Borrower or any Subsidiary conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock, assets or property of AAMM, the Borrower or any of the Subsidiaries in a transaction not prohibited by Section 6.05, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the

Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower's expense to release any Liens created by any Loan Document in respect of such Capital Stock, assets or property, including the release and satisfaction of record of any mortgage or deed of trust granted in connection herewith, and, in the case of a disposition of all or substantially all the Capital Stock or assets of any Subsidiary Guarantor, terminate such Subsidiary Guarantor's obligations under the Subsidiary Guarantee Agreement. In addition, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower and at the Borrower's expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations are paid in full and all Letters of Credit and Commitments are terminated. Any representation, warranty or covenant contained in any Loan Document relating to any such Capital Stock, assets, property or Subsidiary shall no longer be deemed to be made once such Capital Stock, assets or property is conveyed, sold, leased, assigned, transferred or disposed of.

SECTION 9.18. Pre-Funding Escrow Arrangements. The Borrower intends that the consummation of the Recapitalization and the Closing Date occur on October 29, 1997, and desires that the Lenders make on the Closing Date substantially simultaneously with the consummation of the Recapitalization Revolving Loans in an aggregate principal amount equal to not more than $100,000,000 and Tranche B Term Loans in an aggregate principal amount equal to $375,000,000 (such aggregate amount of the Loans to be made on the Closing Date, the "Initial Loan Amount"). In order to ensure that the Initial Loan Amount will be available at the time of the consummation of the Recapitalization on the Closing Date, the Borrower (a) has delivered a Borrowing Request (the "Pre-Funding Request") to the Administrative Agent, and (b) desires that the Lenders, pursuant to the Pre-Funding Request, transfer an amount equal to the Initial Loan Amount (such amount, the "Delivered Funds") to the account of the Administrative Agent specified in Section 2.18(a) (such account, the "Escrow Account") on the date hereof and substantially simultaneously with the consummation of the GM Preferred Stock Purchase (the "Escrow Funding Date"). The following agreements and understandings will apply with respect to (a) the arrangements for the Escrow Funding upon the satisfaction of the conditions set forth in Sections 4.01 and 4.02 and (b) the release (the "Escrow Release") of the Delivered Funds to the Borrower as the Initial Loan Amount upon the satisfaction of the conditions set forth in Section 4.03:

(i) The Administrative Agent, on behalf of the Lenders, shall have sole and exclusive dominion over and control of the Escrow Account and all property from time to time deposited therein.

(ii) Upon receipt from the Borrower of the Pre-Funding Request, the Administrative Agent will provide notice to each Lender, in the manner that would be applicable to a Borrowing Request under
Section 2.03, that such Lender should make available to the Administrative Agent not later than 2:00 p.m., New York City time, on the Escrow Funding Date, such Lender's pro rata portion of the Delivered Funds, as determined by the Administrative Agent based on the respective Commitments of the Lenders as set forth in Schedule 2.01. Subject to the terms and conditions and relying upon the representations and warranties of AAMM and the Borrower herein set forth, each Lender agrees, severally and not jointly, to make its pro

rata portion, based on such Lender's Commitment to make Loans hereunder as set forth on Schedule 2.01, of the Delivered Funds

available to the Administrative Agent by wire transfer of immediately available funds to the Escrow Account.

(iii) Notwithstanding anything in this Agreement or any other document to the contrary, (A) the Administrative Agent shall hold the Delivered Funds for the account of the Lenders pending release of the Delivered Funds pursuant to paragraph (v) below and (B) the Borrower shall have no right, title or interest in or to the Delivered Funds pending such release. To the extent that the Administrative Agent has any interest in the Delivered Funds, the Administrative Agent hereby grants a Lien on such interest to the Collateral Agent for the benefit of the Lenders. The Administrative Agent shall use its reasonable efforts to invest (in any of (1) a time deposit with the Nassau, Bahamas, branch of The Chase Manhattan Bank, (2) United States government repurchase obligations or (3) commercial paper issued by The Chase Manhattan Bank, as determined by the Administrative Agent) such of the Delivered Funds as are on deposit in the Escrow Account at 2:00
p.m., New York City time, on the Escrow Funding Date. All earnings on the Delivered Funds (the "Investment Earnings") shall be paid into the Escrow Account. The Administrative Agent shall not be liable to any person for any loss suffered in connection with any investment of funds made by it in accordance with this Section 9.18.

(iv) The Borrower shall reimburse each Lender for its cost of delivery of the Delivered Funds to the Administrative Agent. Such reimbursement shall, as to each Lender, be equal to the product of (A) such Lender's pro rata portion (determined as set forth above) of the Delivered Funds times (B) a percentage equal to the Alternate Base Rate plus the margin that would be applicable to such Lender's ABR Loans as of the Closing Date multiplied by (C) a fraction the numerator of which is the actual number of days elapsed from and including the Escrow Funding Date to but excluding the date such Delivered Funds are released pursuant to paragraph (v) below and the denominator of which is 365. Such reimbursement in respect of the Delivered Funds shall be paid by the Borrower to the Administrative Agent on behalf of the Lenders on the first Interest Payment Date to occur after the Closing Date pursuant to the terms of this Agreement, provided that if the Delivered Funds are released to the Lenders (and not to the Borrower) pursuant to paragraph (v) below, such reimbursement amount shall be payable by the Borrower immediately upon release of the Delivered Funds.

(v) Upon the occurrence of the Escrow Release on the Closing Date, the Administrative Agent is authorized to release to and thereby make available to the Borrower (A) the Delivered Funds as the Initial

Loan Amount and (B) all Investment Earnings. If the Escrow Release has not occurred by 5:00 p.m., New York City time, on or before the date that is two Business Days after the Escrow Funding Date, the Delivered Funds shall be immediately released to the Administrative Agent for distribution to the Lenders on the Business Day next following such date, and all Investment Earnings shall be released to the Administrative Agent to the extent necessary to offset amounts payable by the Borrower to the Lenders.

(vi) In order to induce the Administrative Agent to act under this Section 9.18, AAMM, the Borrower, the Administrative Agent and the Lenders agree that:

(A) The duties and obligations of the Administrative Agent under this Section 9.18 are those herein specifically provided and no other. The Administrative Agent shall not incur any liability whatsoever other than for its own wilful misconduct or gross negligence.

(B) The Administrative Agent shall not have any responsibility for the genuineness or validity of any document or other material presented to or deposited with it pursuant to this Section 9.18, nor any liability for any action taken, suffered or omitted in accordance with any written instructions or certificates given to it

hereunder and believed by it to be signed by the proper party or parties pursuant to this Section 9.18.

(C) In the event that the Administrative Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto that, in its opinion, conflict with any of the provisions under this Section 9.18, the Administrative Agent shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing by all the other parties hereto or by a final order or judgment of a court of competent jurisdiction.

(D) The Administrative Agent shall not be bound by any modification, amendment, termination, cancelation, rescission or supersession of this Section 9.18 unless the same shall be in writing and signed by all the other parties hereto, and, if its rights, duties or immunities as Administrative Agent are affected thereby, unless it shall have given its prior written consent thereto.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

AMERICAN AXLE & MANUFACTURING OF
MICHIGAN, INC.,

by /s/ Gary  J. Witosky
   ----------------------------
   Name:  Gary J. Witosky
   Title: Vice President

AMERICAN AXLE & MANUFACTURING, INC.,

by /s/ Gary J. Witosky
   ----------------------------
   Name:  Gary J. Witosky
   Title: Vice President

THE CHASE MANHATTAN BANK,

by /s/ Deborah Davey
   ----------------------------
   Name:  Deborah Davey
   Title: Vice President

CHASE MANHATTAN BANK DELAWARE, as
Fronting Bank

by /s/ Michael P.Handago
 ----------------------------
   Name:  Michael P. Handago
   Title: Vice President

                        LIBOR Margin for                        ABR Margin for
                         Revolving Loans      LIBOR Margin      Revolving Loans     ABR Margin
       Net Leverage       and Tranche A       for Tranche B      and Tranche A     for Tranche B    Commitment
Level      Ratio           Term Loans          Term Loans         Term Loans        Term Loans          Fee

       Greater than
  1    3.50 to 1.00           2.25%               2.50%             1.25%             1.50%           0.50%
       Greater than
  2    2.50 to 1.00           2.00%               2.25%             1.00%             1.25%           0.50%
       Greater than
  3    2.00 to 1.00           1.50%               1.75%             0.50%             0.75%           0.375%
       Greater than
  4    1.50 to 1.00           1.25%               1.50%             0.25%             0.50%           0.375%
       Greater than
  5    1.00 to 1.00           1.00%               1.50%              ---              0.50%           0.375%
       Less than or
       equal to
  6    1.00 to 1.00           0.75%               1.50%              ---              0.50%           0.25%

The "LIBOR Margin", the "ABR Margin" and the Commitment Fee for any date shall be determined by reference to the Net Leverage Ratio as of the last day of the fiscal quarter most recently ended as of such date and any change shall become effective upon the delivery to the Administrative Agent of the financial statements to be delivered pursuant to Section 5.04 for the most recently ended fiscal quarter together with a certificate of a Responsible Officer of the Borrower (a) setting forth in reasonable detail the calculation of the Net Leverage Ratio for the end of such fiscal quarter and (b) stating that the signer has reviewed the terms of this Agreement and the other Loan Documents and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of AAMM, the Borrower and the Subsidiaries during the accounting period, and that the signer does not have knowledge of the existence as at the date of such officers' certificate of any Event of Default or Default. It is understood that the foregoing certificate of a Responsible Officer shall be permitted to be delivered prior to, but in no event later than, the time of the actual delivery of the financial statements required to be delivered pursuant to Section 5.04. Notwithstanding the foregoing, at any time during which the Borrower has failed to deliver the certificate required under Section 5.04(c) with respect to a fiscal quarter following the date the delivery thereof is due, the Net Leverage Ratio shall be deemed, solely for the purposes of this Schedule B, to be greater than 3.50 to 1.00, until such time as the Borrower shall deliver such certificate.