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[Form of] WAIVER AND AGREEMENT dated as of
April 1, 2004 (this "Waiver"), 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 COMPANY, LLC ("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 Parent, PARCO, Chase, Eiffel, CDC and
the
Administrative Agent have entered into a
Receivables Transfer Agreement dated as
of November 28, 2000, as amended from time
to time (the "Receivables Transfer
Agreement").
B. The Transferor has requested that the Collection Agent, the
Guarantor, PARCO, Chase, Eiffel, CDC and
the Administrative Agent (the
"Consenting Parties") agree to waive
certain provisions of the Receivables
Transfer Agreement and refrain from taking
certain actions as set forth herein.
C. The Consenting Parties are willing so to waive such provisions
of
the Receivables Transfer Agreement pursuant
to the terms and subject to the
conditions set forth herein.
D. Capitalized terms used and not otherwise defined herein shall
have
the meanings assigned thereto in the
Receivables Transfer Agreement or Schedule
A thereto.
SECTION 1. Waivers by the Consenting Parties. (a) The
Consenting
Parties hereby waive the obligation to
deliver (i) the consolidated balance
sheets and related statements of
operations, stockholders' equity and cash flows
as of the end of and for fiscal year 2003
required to be delivered by Section
5.01(a)(i) of the Receivables Transfer
Agreement (the "2003 Financial
Statements"), (ii) the consolidated balance
sheets and related statements of
operations, stockholders' equity and cash
flows as of the end of and for the
fiscal quarter ending March 31, 2004
required to be delivered by Section
5.01(a)(ii) of the Receivables Transfer
Agreement (collectively with the 2003
Financial Statements, the "Covered
Financial Statements"), (iii) the certificate
required to be delivered by Section
5.01(a)(iii) of the Receivables Transfer
Agreement and (iv) the report required to
be delivered by Section 6.02(c) of the
Receivables Transfer Agreement, in each
case until the earlier of: (x) the date
on which (A) an event of default occurs
under any Material Indebtedness (as
defined in the Credit Agreement) other than
the
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Indentures (as defined below), the
Receivables Transfer Agreement, the Credit
Agreement and lease agreements or (B) a
notice of termination is delivered under
any lease agreement that constitutes or
would constitute Material Indebtedness,
in each case for failure to deliver any of
the Covered Financial Statements, (y)
the date that is 30 days after the date on
which a notice of default for failure
to deliver any of the Covered Financial
Statements is delivered pursuant to any
of the indentures (the "Indentures") with
respect to the 10% Senior Notes due
2013, the 11% Senior Subordinated Notes due
2012 or the 10% Senior Subordinated
Notes originally issued to an Affiliate of
DaimlerChrysler Inc. (such 30-day
period, the "Lockout Period") or (z) June
1, 2004 (the period commencing on the
date this Waiver becomes effective and
ending on the earlier of the dates
referred to in clauses (x), (y) and (z) of
this Section being referred to herein
as the "Covered Period"). As a condition to
this waiver, each party hereto
agrees that during any Lockout Period, no
Incremental Transfers shall be made to
the CP Conduit Purchasers or the Committed
Purchasers under the Receivables
Transfer Agreement.
(b) The Consenting Parties hereby waive, during the Covered Period,
the
application of all representations and
warranties in Sections 3.01(e) and (g) of
the Receivables Transfer Agreement and in
any certificates delivered with
respect thereto to the extent such
representations and warranties relate to the
Internal Evaluation (as defined below),
except to the extent that the facts
relating to the matters that are the
subject of the Internal Evaluation become
materially inconsistent with such facts
previously disclosed to the
Administrative Agent, and such
inconsistency is materially adverse to the CP
Conduit Purchasers or the Committed
Purchasers.
(c) The Consenting Parties hereby waive, during the Covered Period,
any
Termination Event arising from (i) the
failure to comply with the requirements
of Sections 5.01(a)(i), 5.01(a)(ii),
5.01(a)(iii) and 6.02(c) of the Receivables
Transfer Agreement (to the extent limited
by Section 1(a)(iv) above) and (ii)
the application of any of the
representations and warranties in Article III of
the Receivables Transfer Agreement and in
any certificates delivered under the
Receivables Transfer Agreement (to the
extent limited by Section 1(b) above)
(such failure or application during the
Covered Period being a "Waiv
