(EXECUTION COPY)
AMENDMENT No. 6 dated as of February 13,
2003 (this "Amendment"), to the Receivables Transfer
Agreement referred to below among MTSPC, Inc., (the
"Transferor"), METALDYNE CORPORATION (f/k/a
MascoTech, Inc.) (the "Parent"), individually, as
Collection Agent and as Guarantor, PARK AVENUE
RECEIVABLES CORPORATION ("PARCO') and EIFFEL FUNDING
LLC ("Eiffel") (collectively, the "CP Conduit
Purchasers"), JPMORGAN CHASE BANK (formerly known as
The Chase Manhattan Bank), as Committed Purchaser and
Funding Agent for PARCO ("Chase), CDC FINANCIAL
PRODUCTS INC., as Committed Purchaser and Funding
Agent for Eiffel ("CDC" (collectively, the "Committed
Purchasers"), and JPMORGAN CHASE BANK, as
Administrative Agent.
A. The Transferor, the Collection Agent, the Guarantor, PARCO,
Chase and the Administrative Agent have entered into a Receivables Transfer
Agreement dated as of November 28, 2000 (the "Receivables Transfer Agreement").
B. The Transferor, the Collection agent, the Guarantor, PARCO,
Chase, Eiffel, CDC and the Administrative Agent have amended the Receivables
Transfer Agreement as of December 15, 2000 (the "First Amendment"), as of March
23, 2001 (the "Second Amendment"), as of June 22, 2001 (the "Third Amendment")
and as of October 18, 2001 (the "Fourth Amendment").
C. The Transferor has asked to amend certain terms of the
Receivables Transfer Agreement and the Transferor, the Collection Agent, the
Guarantor, PARCO, Chase, Eiffel, CDC and the Administrative Agent are willing,
on the terms and subject to the conditions set forth below, to amend the
Receivables Transfer Agreement as provided herein.
D. Capitalized terms used and not otherwise defined herein
shall have the meanings assigned to them in the Receivables Transfer Agreement.
Accordingly, in consideration of the mutual agreements herein
contained and other good and valuable consideration, the sufficiency and receipt
of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Schedule A of the Receivables Transfer Agreement.
The following definitions in Schedule A of the Receivables Transfer Agreement
are hereby amended in their entirety to read as follows:
"Credit Default Swap" shall mean
(i) the credit default swap dated as of January 9,
2003 between the Transferor and an Eligible Counterparty with
respect to the payment obligations of DaimlerChrysler AG,
(ii) the credit default swap dated as of January 9,
2003 between the Transferor and an Eligible Counterparty with
respect to the payment obligations of Ford Motor Company, or
(iii) the credit default swap dated as of February
13, 2003, between the Transferor and an Eligible Counterparty
with respect to the payment obligations of General Motors
Corporation,
as applicable, in each case which shall be satisfactory in form,
substance, amount and in all other respects to the Administrative Agent
and each Committed Purchaser, as the same may from time to time be
modified, supplemented, amended, extended or replaced as consented to
by the Administrative Agent and each Committed Purchaser.
"Notional Amount" shall mean
(i) with respect to DaimlerChrysler AG, $5,000,000,
(ii) with respect to Ford Motor Company, $20,000,000 and
(iii) with respect to General Motors Company, $5,000,000.
SECTION 2. Amendments to Schedule C of the Receivables
Transfer Agreement. Schedule C of the Receivables Transfer Agreement is hereby
amended to read in its entirety as set forth in Schedule C attached to this
Amendment.
SECTION 3. Effectiveness. This Amendment shall become
effective on the date when the following conditions are met:
(a) Execution of Amendment. This Amendment shall have been
executed by the Transferor, the Parent, individually, as Collection Agent and as
Guarantor, each of the CP Conduit Purchasers, each of the Committed Purchasers
and Funding agents and the Administrative Agent;
(b) Officer's Certificates. The Administrative Agent shall
have received an Officer's Certificate dated as of the date hereof by the
Transferor and the Parent as to such matters as the Administrative Agent may
reasonably request;
(c) Rating Confirmations. Pursuant to Section 10.02 of the
Receivables Transfer Agreement, this Amendment will not become effective until
the Rating Agencies have provided Rating Confirmations; and
(d) Fees. (a) The Administrative Agent shall have received
payment of all fees and other amounts due and payable to it (including the
reasonable fees and disbursements of counsel for the Administrative Agent and
rating agency amendment fees) as of the date hereof and (b) each Committed
Purchaser shall have received payment of all fees and other amounts due and
payable to it (including the reasonable fees and disbursements of counsel for
such Committed Purchaser in connection with the preparation of this Amendment
and any documents related thereto) as of the date hereof.
SECTION 4. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 5. Expenses. The Transferor shall pay all
out-of-pocket fees and expenses incurred by the Administrative Agent in
connection with the preparation, negotiation, executive and delivery of this
Amendment, including the fees, disbursements and other charges of Cravath,
Swaine & Xxxxx, counsel for the Administrative Agent and rating agencies fees
for processing this Amendment.
SECTION 6. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall be an original but all of which,
when taken together, shall constitute but one instrument. Delivery of an
executed counterpart of a signature page of this Amendment by fax shall be as
effective as delivery of a manually executed counterpart of this Amendment.
SECTION 7. Headings. Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
SECTION 8. Effect of Amendment. Except as specifically amended
or modified hereby, the Receivables Transfer Agreement, as previously amended by
the First Amendment, the Second Amendment, and the Third Amendment shall
continue in full force and effect in accordance with the provisions thereof. As
used therein, the terms "Agreement", "herein", "hereunder", "hereinafter",
"hereto", "hereof" and words of similar import shall, unless the context
otherwise requires, refer to the Receivables Transfer Agreement as amended
hereby.
IN WITNESS WHEREOF, the parties here to have caused this
Amendment to be duly executed by their respective authorized officers as of the
date first above written.
MTSPC, INC., as Transferor
by
/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
METALDYNE CORPORATION,
individually, as Collection
Agent and as Guarantor
by
/s/ Xxxxx X. Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
PARK AVENUE RECEIVABLES
CORPORATION, as CP
Conduit Purchaser
by
/s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
JPMORGAN CHASE BANK, as Committed
Purchaser for Park Avenue
Receivables Corporation
by
------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Funding Agent
for Park Avenue Receivables
Corporation,
by
------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Administrative
Agent
by
------------------------------------
Name:
Title:
PARK AVENUE RECEIVABLES CORPORATION, as
CP Conduit Purchaser
by
------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Committed
Purchaser for Park Avenue
Receivables Corporation
by
/s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Managing Director
JPMORGAN CHASE BANK, as Funding Agent
for Park Avenue Receivables
Corporation
by
------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Administrative
Agent,
by
------------------------------------
Name:
Title:
PARK AVENUE RECEIVABLES CORPORATION, as
CP Conduit Purchaser
by
------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Committed
Purchaser for Park Avenue
Receivables Corporation
by
------------------------------------
Name:
Title:
JPMORGAN CHASE BANK, as Funding Agent
for Park Avenue Receivables
Corporation
by
/s/ Xxxxxxxxxxx Xxx
------------------------------------
Name: Xxxxxxxxxxx Xxx
Title: Assistant Vice President
JPMORGAN CHASE BANK, as Administrative
Agent,
by
/s/ Xxxxxxxxxxx Xxx
------------------------------------
Name: Xxxxxxxxxxx Xxx
Title: Assistant Vice President
EIFFEL FUNDING LLC, as CP Conduit
Purchaser by Global Securitization
Services, LLC, its Manager
by
/s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: President
CDC FINANCIAL PRODUCTS, INC., as
Committed Purchaser for Eiffel
Funding, LLC
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
CDC FINANCIAL PRODUCTS, INC., as
Funding Agent for Eiffel Funding,
LLC
by
------------------------------------
Name:
Title:
by
------------------------------------
Name:
Title:
EIFFEL FUNDING LLC, as CP Conduit
Purchaser by Global Securitization
Services, LLC, its Manager
by
------------------------------------
Name:
Title:
CDC FINANCIAL PRODUCTS, INC., as
Committed Purchaser for Eiffel
Funding, LLC
by
/s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
by
/s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
CDC FINANCIAL PRODUCTS, INC., as
Funding Agent for Eiffel Funding,
LLC
by
/s/ Xxxx Xxxxxxxx
------------------------------------
Name: Xxxx Xxxxxxxx
Title: Director
by
/s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Director
SCHEDULE C
Schedule of Special Obligors
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Special Obligor Percentage Limit Condition
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New Venture 12.0% So long as short-term or long- term ratings of
Gear DaimlerChrysler and General Motors are at least
A-2/BBB by S&P and at least P-2/Baa2 by Xxxxx'x,
respectively.
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General Motors The lesser of General Motors Corporation shall be a Special
Corporation Obligor until January 14, 2004 (as such date may be
(X) the sum of extended following the purchase of a new Credit
Default Swap acceptable to the Committed
(i) the applicable percentage set forth Purchasers), so long as (i) a Credit Default Swap is
in the definition of "Concentration in full force and effect with an Eligible
Factor" if such Obligor was not a Counterparty with an expiration date no earlier than
Special Obligor, plus April 14, 2004, and (ii) such Obligor shall be rated
at least BBB- and Baa3 by both S&P and Xxxxx'x
(ii) the quotient (expressed as a respectively, provided, however, that General Motors
percentage) of (A) the Notional Corporation shall be a Special Obligor at all times
Amount of the applicable Credit under this Agreement with a 20% Percentage Limit
Default Swap divided by (B) the long as short- term or long-term ratings are at
Outstanding Balance of Eligible least A-1/A by S&P and at least P-1 /A2 by Xxxxx'x,
Receivables, respectively.
and
(Y) 20%
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Special Obligor Percentage Limit Condition
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Daimler Chrysler The lesser of DaimlerChrysler shall be a Special Obligor until
December 31, 2002 (as such date may be extended
(X) the sum of following the purchase of a new Credit Default Swap
acceptable to the Committed Purchasers), so long as
(i) 4%, plus (i) a Credit Default Swap is in full force and
effect with an Eligible Counterparty with an
(ii) the applicable percentage set forth expiration date no earlier than March 31, 2003 and
in the definition of "Concentration (ii) such Obligor shall be rated at least BBB- and
Factor: if such Obligor was not a Baa3 by both S&P and Xxxxx'x, respectively,
Special Obligor, plus provided, however, that DaimlerChrysler shall be a
Special Obligor at all times under this Agreement
with a 15% Percentage Limit so long as its
short-term or long-term ratings are at least A-1/A
(iii)the quotient (expressed as a by S&P and at least P-1 /A2 by Xxxxx'x, respectively
percentage) of (A) the Notional
Amount of the applicable Credit
Default Swap divided by (B) the
Outstanding Balance of Eligible
Receivables,
and
(Y) 15%
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Special Obligor Percentage Limit Condition
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Ford Motor The lesser of Ford Motor Company shall be a Special Obligor
Company until December 31, 2002 (as such date may be
(X) the sum of extended following the purchase of a new Credit
Default Swap acceptable to the Committed
(i) the applicable percentage set Purchasers), so long as (i) a Credit Default Swap
forth in the definition of is in full force and effect with an Eligible
"Concentration Factor" if such Counterparty with an expiration date no earlier
Obligor was not a Special Obligor, than March 31, 2003 and (ii) such Obligor shall be
plus rated at least BBB- and Baa3 by both S&P and
Xxxxx'x , respectively, provided, however, that
(ii) the quotient (expressed as a Ford Motor Company shall be a Special Obligor at
percentage) of (A) the Notional all times under this Agreement with a 20%
Amount of the applicable Credit Percentage Limit so long as its short-term or
Default Swap divided by (B) the long-term ratings are at least A-1/A by S+P and at
Outstanding Balance of Eligible least P-1 /A2 by Xxxxx'x, respectively.
Receivables
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