EXHIBIT 99.1
------------
December 15, 2000
INCREMENTAL TERM LOAN ACTIVATION NOTICE
To: The Chase Manhattan Bank,
as Administrative Agent under the Credit Agreement referred to below
Reference is hereby made to the Credit Agreement dated as of November
28, 2000 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement") among Metalync Company LLC (the
"Parent Borrower"), MascoTech, Inc., the Subsidiary Term Borrowers, the Foreign
Subsidiary Borrowers party thereto, the lenders from time to time party thereto
(the "Lenders"), The Chase Manhattan Bank, as administrative agent for the
Lenders, Collateral Agent, swingline lender and issuing bank and the other banks
party thereto. Terms defined in the Credit Agreement and not defined herein are
used herein as defined in the Credit Agreement.
This notice is the Incremental Term Loan Activation Notice referred to
in the Credit Agreement, and the Parent Borrower and each of the Lenders
signatory hereto (the "Incremental Lenders") hereby notify you that:
1. The Incremental Term Loan Amount of each Incremental Lender is set
forth opposite such Incremental Lender's name on the signature pages
hereto under the caption "Incremental Term Loan Amount". The total
Incremental Term Loan Amount is $200,000,000.
2. The Incremental Term Loan Effective Date is December 15, 2000.
3. The Incremental Maturity Date is February 27, 2009.
4. Each Incremental Lender may elect to decline all or any portion of
any prepayment pursuant to Section 2.11(h) of the Credit Agreement.
5. Prepayments made after March 31, 2001 will be subject to premium
payments pursuant to Section 2.11(g).
Each of the Incremental Lenders and the Parent Borrower hereby agree
that (a) the amortization schedule relating to this Incremental Term Loan (the
"Initial Incremental
-2-
Term Loan") is set forth in Annex A attached hereto and (b) the Applicable Rate
for this Initial Incremental Term Loan shall be for any day (i) from and
including December 15, 2000 through and including March 31, 2001, (A) 2.75% per
annum, in the case of an ABR Loan, or (B) 3.75% per annum, in the case of a
Eurocurrency Loan, (ii) from and including April 1, 2001 through and including
December 31, 2001, (A) 3.00% per annum, in the case of an ABR Loan, or (B) 4.00%
per annum, in the case of the Eurocurrency Loan, and (iii) thereafter (A) 3.25%
per annum, in the case of an ABR Loan, or (B) 4.25% per annum, in the case of a
Eurocurrency Loan, provided, that if and for so long as the Applicable Rate with
respect to any Incremental Term Loan that is not an Initial Incremental Term
Loan (a "Subsequent Incremental Term Loan") is greater than 0.25% per annum in
excess of the then existing Applicable Rate for the Initial Incremental Term
Loan, the Applicable Rate for the Initial Incremental Term Loan shall be
increased automatically for such period so that the Applicable Rate for any
Subsequent Incremental Term Loan is no greater than 0.25% per annum in excess of
the Applicable Rate for the Initial Incremental Term Loan. In addition, the
making of the Initial Incremental Term Loan shall be subject to, among other
conditions agreed to between the Parent Borrower and the Incremental Lenders
hereby, the condition that (a) Holdings has received a contribution in the form
of common equity of not less than $126,000,000 and (b) Holdings contributes such
entire amount to the Parent Borrower in the form of common equity.
-3-
METALYNC COMPANY LLC,
By: /s/ Xxxxx X. Liner
-------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
Incremental Term Loan Amount THE CHASE MANHATTAN BANK,
$95,000,000
By: /s/ Xxxxxxx Xxxxx
-------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
Incremental Term Loan Amount CREDIT SUISSE FIRST BOSTON,
$95,000,000
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx Xxxx
-------------------------------
Name: Xxxxxx Xxxx
Title: Vice President
Incremental Term Loan Amount NATIONAL CITY BANK,
$10,000,000
By: /s/ Xxxxxxx Xxxxxx
-------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Managing Director
-4-
CONSENTED TO:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By: /s/ Xxxxxxx Xxxxx
----------------------------------
Name: Xxxxxxx Xxxxx
Title: Managing Director
-5-
ANNEX A
Amortization Schedule
Date Amount
---- ------
June 30, 2001 $ 1,000,000.00
December 31, 2001 $ 1,000,000.00
June 30, 2002 $ 1,000,000.00
December 31, 2002 $ 1,000,000.00
June 30, 2003 $ 1,000,000.00
December 31, 2003 $ 1,000,000.00
June 30, 2004 $ 1,000,000.00
December 31, 2004 $ 1,000,000.00
June 30, 2005 $ 1,000,000.00
December 31, 2005 $ 1,000,000.00
June 30, 2006 $ 1,000,000.00
December 31, 2006 $ 1,000,000.00
June 30, 2007 $ 1,000,000.00
December 31, 2007 $ 1,000,000.00
June 30, 2008 $ 1,000,000.00
September 30, 2008 $ 61,700,000.00
Incremental Maturity Date $ 123,300,000.00
