RECEIVABLES PURCHASE AGREEMENT

Exhibit 99.1

RECEIVABLES PURCHASE AGREEMENT

among

METALDYNE CORPORATION,

THE SELLERS NAMED HEREIN

as Sellers,

and

MRFC, INC.

Dated as of April 29, 2005

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RECEIVABLES PURCHASE AGREEMENT, dated as of April 29,

2005 (as amended, supplemented or otherwise modified and in

effect from time to time, this "Agreement"), among Metaldyne

Corporation, a Delaware corporation ("Metaldyne"), the

subsidiaries of Metaldyne identified as Sellers on Schedule

I annexed hereto, as sellers, (each, individually, a

"Seller" and collectively, the "Sellers"), and MRFC, Inc., a

Delaware corporation, as purchaser hereunder (in such

capacity, "MRFC").

W I T N E S S E T H :

WHEREAS, MRFC desires to purchase from time to time certain accounts

receivable existing on the Closing Date and thereafter until the Purchase

Termination Date;

WHEREAS, the Sellers desire to sell and assign from time to time such

certain accounts receivable to MRFC upon the terms and conditions hereinafter

set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, it is hereby agreed by and among

MRFC and the Sellers as follows:

Article I

Definitions

SECTION 1.01. Definitions. All capitalized terms used herein shall have the

meanings specified herein or, if not so specified, the meaning specified in, or

incorporated by reference into, Schedule A to the Receivables Transfer

Agreement, dated as of the date hereof (as amended, supplemented or otherwise

modified and in effect from time to time, the "Receivables Transfer Agreement"),

by and among MRFC, as Transferor thereunder, Metaldyne, individually, as

Collection Agent and as Guarantor thereunder, the several Purchasers named

therein, and General Electric Capital Corporation, as Administrative Agent

thereunder.

SECTION 1.02. Other Terms. All accounting terms not specifically defined

herein shall be construed in accordance with generally accepted accounting

principles. All terms used in Article 9 of the Relevant UCC, and not

specifically defined herein, are used herein as defined in such Article 9.

SECTION 1.03. Computation of Time Periods. Unless otherwise stated in this

Agreement, in the computation of a period of time from a specified date to a

later specified date, the word "from" means "from and including" and the words

"to" and "until" each means "to but excluding," and the word "within" means

"from and excluding a specified date and to and including a later specified

date."

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Article II

Purchase, Conveyance and Servicing of Receivables

SECTION 2.01. Sales. (a) Upon the terms and subject to the conditions set

forth herein, and without recourse (except such limited recourse as is

specifically provided for in Sections 5.01(q), 6.01 and 6.02), each of the

Sellers hereby sells, assigns, transfers and conveys to the MRFC, and MRFC

hereby purchases from each of the Sellers, all of such Seller's right, title and

interest, whether now owned or hereafter acquired and wherever located, in, to

and under the Receivables outstanding on the Closing Date and thereafter owned

by each of the Sellers, through any Purchase Termination Date, together with all

Related Security and Collections with respect thereto (to the extent that such

right, title and interest was not already purchased by MRFC) and all Proceeds of

the foregoing. Such interest in the Receivables, expressed as a dollar amount,

shall be equal to the aggregate unpaid balance of the Receivables from time to

time. Any sale, assignment, transfer and conveyance hereunder does not

constitute an assumption by MRFC of any obligations of the Sellers or any other

Person to Obligors or to any other Person in connection with the Receivables or

under any Related Security or any other agreement or instrument relating to the

Receivables.

(b) In connection with such sale, each Seller agrees to execute and deliver

for filing (or authorize the filing) on or prior to the Closing Date, at its own

expense, a financing statement or statements (Form UCC-1) with respect to the

Receivables and the other property described in Section 2.01(a) sold by such

Seller hereunder meeting the requirements of applicable state law in such manner

and in such jurisdictions as are necessary to perfect and protect the interests

of MRFC created hereby in the Receivables under the Relevant UCC against all

creditors of, and purchasers from, such Seller, and to deliver either the

originals of such financing statements or a file-stamped copy of such financing

statements or other evidence of such filings to MRFC on or prior to the Closing

Date.

(c) Each of the Sellers agrees that from time to time, at its expense, it

will promptly execute and deliver all instruments and documents and take all

actions as may be necessary or as MRFC may reasonably request in order to

perfect or protect the interest of MRFC in the Receivables purchased hereunder

or to enable MRFC to exercise or enforce any of its rights hereunder. Without

limiting the foregoing, each Seller will, in order to accurately reflect this

purchase and sale transaction, execute and file (or authorize the filing of)

such financing or continuation statements or amendments thereto or assignments

thereof (as permitted pursuant hereto) as may be requested by MRFC and mark its

master data processing records (or related subledger) and other documents with a

legend describing the purchase by MRFC of the Receivables and the interest

transferred by MRFC to the Administrative Agent pursuant to the Receivables

Transfer Agreement and stating "An interest in these accounts receivable has

been granted to General Electric Capital Corporation, as Administrative Agent,

pursuant to a Receivables Transfer Agreement dated as of April 29, 2005." The

Sellers shall, upon request of MRFC, obtain such additional search reports as

MRFC shall request. To the fullest extent permitted by applicable law, MRFC

shall be permitted and authorized to file continuation statements

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and amendments thereto and assignments thereof without the Sellers' signatures.

Carbon, photographic or other reproduction of this Agreement or any financing

statement shall be sufficient as a financing statement.

(d) It is the express intent of the Sellers and MRFC that the conveyance of

the Receivables by the Sellers to MRFC pursuant to this Agreement be construed

as a sale of such Receivables by the Sellers to MRFC. Further, it is not the

intention of the Sellers and MRFC that such conveyance be deemed a grant of a

security interest in the Receivables by the Sellers to MRFC to secure a debt or

other obligation of the Sellers. Except under the limited circumstances

described in Sections 5.01(q), 6.01 and 6.02, the Sellers shall have no right or

obligation hereunder to repurchase or otherwise reacquire any such Receivables.

Except as otherwise provided in Sections 5.01(q), 6.01 and 6.02, each sale of

Receivables by the Sellers hereunder is made without recourse of any kind.

However, in the event that, notwithstanding the intent of the parties, the

Receivables are construed to constitute property of the Sellers, then (i) this

Agreement shall be deemed to be, and hereby is, a security agreement within the

meaning of the Relevant UCC; and (ii) the conveyances by each of the Sellers

provided for in this Agreement shall be deemed to be, and each of the Sellers

hereby grants to MRFC, a security interest in, to and under all of such Seller's

right, title and interest in, to and under the Receivables, together with all

Related Security and Collections with respect thereto and all Proceeds of the

foregoing, to secure the rights of MRFC set forth in this Agreement or as may be

determined in connection therewith by applicable law. The Sellers and MRFC

shall, to the extent consistent with this Agreement, take such actions as may be

necessary to ensure that, if this Agreement were deemed to create a security

interest in the Receivables, such security interest would be deemed to be a

perfected security interest in favor of MRFC under applicable law and will be

maintained as such throughout the term of this Agreement.

SECTION 2.02. Servicing of Receivables. The servicing, administering and

collection of the Receivables shall be conducted by each of the Sellers, as

agents of the Collection Agent, in accordance with the terms and conditions of

the Receivables Transfer Agreement. Each Seller hereby agrees to perform, take

or cause to be taken all such action as may be necessary or advisable to collect

each Receivable from time to time, all in accordance with the terms and

conditions of the Receivables Transfer Agreement, the Credit and Collection

Policy and applicable laws, rules and regulations and with the care and

diligence which each of the Sellers employs in servicing similar receivables for

its own account. MRFC hereby appoints each of the Sellers as its agent to

enforce MRFC's rights and interests in, to and under the Receivables, the

Related Security and the Collections with respect thereto. To the extent

permitted by applicable law, each Seller hereby grants to any Collection Agent

appointed under the Receivables Transfer Agreement and at any time following the

designation of a Collection Agent other than Metaldyne, any Seller or MRFC, to

the Administrative Agent an irrevocable power of attorney to take in the

Seller's name and on behalf of the Seller any and all steps necessary or

desirable, in the reasonable determination of the Collection Agent or the

Administrative Agent, to collect all amounts due under any and all Receivables,

including, without limitation, endorsing the Seller's name on checks and other

instruments representing Collections and enforcing such Receivables and the

related Contracts. Each of the Sellers

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shall hold in trust for MRFC, in accordance with its interests, all Records

which evidence or relate to the Receivables or Related Security, Collections and

Proceeds with respect thereto. Notwithstanding anything to the contrary

contained herein, from and after the occurrence of a Termination Event or a

Collection Agent Default, the Administrative Agent, upon written notice to the

Collection Agent on behalf of the Purchasers, shall have the absolute and

unlimited right to terminate the Sellers' servicing activities described in this

Section 2.02. In consideration of the foregoing, MRFC agrees to pay each Seller

a servicing fee of one percent (1.0%) per annum on the aggregate Outstanding

Balance of the Receivables sold by such Seller, payable monthly, for its

performance of the duties and obligations described in this Section 2.02;

provided that any such monthly payment shall be reduced by any amounts payable

in such month by the Purchasers to Metaldyne in its capacity as Collection Agent

pursuant to the Receivables Transfer Agreement.

ARTICLE III

Consideration and Payment; Reporting

SECTION 3.01. Purchase Price. The purchase price for the Receivables and

related property conveyed to MRFC by the Sellers under this Agreement (other

than Receivables and related property contributed to MRFC pursuant to the

penultimate sentence of Section 3.02(a))on any Business Day shall be a dollar

amount equal to the product of (i) the aggregate Outstanding Balance of the

Receivables sold on such Business Day and (ii) the then applicable Discount

Percentage (the "Purchase Price").

SECTION 3.02. Payment of Purchase Price. (a) The Purchase Price for each

Receivable sold hereunder on any Business Day shall be paid or provided for on

the Business Day on which such sale occurred (i) by payment in immediately

available funds to the extent MRFC has such funds available and (ii) to the

extent such funds are not available, by increasing the amount due under the

Subordinated Note by notation thereon; provided, however, that the aggregate

outstanding principal amount of the Subordinated Note on any Business Day (after

giving effect to all repayments thereof on or before such Business Day) shall

not exceed the lesser of (x) 30% of the Outstanding Balance of the Receivables

purchased hereunder existing on such Business Day and (y) an amount that would

cause MRFC's net worth (as defined in accordance with GAAP) to be less than

$25,000,000. To the extent that MRFC does not have sufficient cash or

availability under the Subordinated Note to pay the total Purchase Price for

Receivables sold on any Business Day in full, Metaldyne Company LLC may make a

cash capital contribution to MRFC. No sales of Receivables shall be made

hereunder on and after the Purchase Termination Date.

(b) All advances made by the Sellers to Purchaser pursuant to Section

3.02(a) (each, an "Advance") shall be evidenced by a single subordinated note,

duly executed on behalf of Purchaser, in substantially the form of Exhibit A

annexed hereto, delivered on the Closing Date and payable to Metaldyne, as agent

for the Sellers (as amended, supplemented or otherwise modified and in effect

from time to time, the "Subordinated Note"). The Collection Agent is hereby

authorized by Purchaser to endorse on the schedule attached to the Subordinated

Note (or a continua-

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tion of such schedule attached thereto and made a part thereof) an appropriate

notation evidencing the date and amount of each Advance, as well as the date and

amount of each payment with respect thereto; provided, however, that the failure

of any Person to make such a notation shall not affect any obligations of

Purchaser thereunder. Any such notation shall be conclusive and binding as to

the date and amount of such Advance, or payment of principal or interest

thereon, absent manifest error.

(c) The terms and conditions of the Subordinated Note and all Advances

thereunder shall be as follows:

(i) Allocation of Advances. Advances shall be allocated among the Sellers

pro rata according to the Purchase Price due to each Seller on the date such

Advances are made.

(ii) Repayment of Advances. All amounts paid by MRFC with respect to the

Advances shall be allocated first to the repayment of accrued interest until all

such interest is paid, and then to the outstanding principal amount of the

Advances. Subject to the provisions of this Agreement, MRFC may borrow, repay

and reborrow Advances on and after the date hereof and prior to the termination

of this Agreement, subject to the terms, provisions and limitations set forth

herein.

(iii) Interest. The Subordinated Note shall bear interest from its date on

the outstanding principal balance thereof at an initial rate per annum equal to

7.75%, adjusted on each Interest Payment Date (as defined therein) to an amount

equal to the Prime Rate (as defined therein) plus 2%. Interest on each Advance

shall be computed based on the number of days elapsed in a year of 360 days.

(iv) Sole and Exclusive Remedy; Subordination. MRFC shall be obligated to

repay Advances to the Sellers only to the extent of funds available to MRFC from

Collections on the Receivables and, to the extent that such payments are

insufficient to pay all amounts owing to the Sellers under the Subordinated

Note, the Sellers shall not have any claim against MRFC for such amounts and no

further or additional recourse shall be available against Purchaser. The

Subordinated Note shall be fully subordinated to any rights of the

Administrative Agent, on behalf of the Purchasers pursuant to the Receivables

Transfer Agreement, and shall not evidence any rights in the Receivables or

related property.

(v) Offsets, etc. MRFC may offset any amount due and owing by the Sellers

to MRFC against any amount due and owing by MRFC to the Sellers under the terms

of the Subordinated Note.

SECTION 3.03. Reports. Each Seller will furnish to the Collection Agent all

information with respect to the Receivables sold by such Seller under this

Agreement required by the Collection Agent in order to complete the weekly

Deposit Reports and monthly Settlement Statements delivered by the Collection

Agent pursuant to the Receivables Transfer Agreement. Each delivery of a Deposit

Report and Settlement Statement by the Collection Agent shall be deemed to be a

representation and warranty by each Seller that all information set forth in

those reports with re-

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spect to the Receivables sold by such Seller under this Agreement and

Collections thereof is true and correct.

SECTION 3.04. Transfer of Records. (a) In connection with the Purchase of

Receivables hereunder, each of the Sellers hereby sells, transfers, and conveys

to MRFC all of its right and title to and interest in the Records relating to

all of its Receivables sold hereunder, without the need for any further

documentation in connection with any Purchase. In connection with such transfer,

each of the Sellers hereby grants to MRFC, the Collection Agent and the

Administrative Agent an irrevocable, non-exclusive license to use without

royalty or payment of any kind, all software used by such Seller to account for

its Receivables, to the extent necessary to administer its Receivables, whether

such software is owned by the Parent or is owned by others and used by the

Parent under license agreements with respect thereto, provided that should the

consent of any licensor to such grant of license described herein be required,

each Seller agrees that upon the request of MRFC, the Collection Agent or the

Administrative Agent, such Seller will use reasonable efforts to obtain the

consent of such third-party licensor. The irrevocable license hereby granted

shall terminate on the date when the Net Investment has been reduced to zero,

all other Aggregate Unpaids have been paid in full and the Commitments have been

terminated.

(b) Each Seller shall take such action as requested by MRFC, from time to

time hereafter, that may be necessary or appropriate to ensure that MRFC and its

assignees have an enforceable right to use all Records and all software used to

account for the Receivables and/or recreate such records.

(c) The use of Records by MRFC is subject to Section 9.14 of this

Agreement.

SECTION 3.05. Payments and Computations. All amounts due to be paid or

deposited by MRFC hereunder shall be paid or deposited in accordance with the

terms hereof on the day when due in immediately available funds to the account

designated from time to time by the Sellers or as otherwise directed by the

Sellers. In the event that any payment owed by any Person hereunder becomes due

on a day that is not a Business Day, then such payment shall be made on the next

succeeding Business Day. Except as otherwise provided in the Transaction

Documents, any amount due hereunder that is not paid when due hereunder shall

bear interest at the Base Rate as in effect from time to time until paid in

full; provided, however, that such interest rate shall not at any time exceed

the maximum rate permitted by applicable law. All computations of interest

payable hereunder shall be made on the basis of a year of 360 days for the

actual number of days (including the first, but excluding the last) elapsed.

ARTICLE IV

Representations and Warranties

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SECTION 4.01. Sellers' Representations and Warranties. Each of the Sellers

represents and warrants to MRFC as of the Closing Date and on each Business Day

on which Receivables are sold hereunder:

(a) Corporate Existence and Power. Such Seller is a corporation duly

organized, validly existing and in good standing under the laws of the State of

its incorporation and has all requisite corporate power and all material

governmental licenses, authorizations, consents and approvals required to carry

on its business in each jurisdiction in which its business is now conducted

except where the failure to have such licenses, authorizations, consents and

approvals would not have a Material Adverse Effect. Such Seller is duly

qualified to do business in, and is in good standing in, every other

jurisdiction in which the nature of its business requires it to be so qualified,

except where the failure to be so qualified or in good standing would not have a

Material Adverse Effect.

(b) Corporate and Governmental Authorization; Contravention. The execution,

delivery and performance by such Seller of the Transaction Documents to which it

is a party are within such Seller's corporate powers, have been duly authorized

by all necessary corporate action, require no action by or in respect of, or

filing with, any Official Body or official thereof (except for the filing of UCC

financing statements as required by this Agreement), and to the best of the

Sellers' knowledge, do not contravene, or constitute a default under, any

provision of applicable law, rule or regulation or of the Certificate of

Incorporation or the By-Laws of such Seller or of any agreement, judgment,

injunction, order, writ, decree or other instrument binding upon such Seller or

result in the creation or imposition of any Adverse Claim on the assets of such

Seller (except those created by this Agreement or the Receivables Transfer

Agreement).

(c) Valid Sale; Binding Effect. Each purchase from such Seller of

Receivables and Related Security by MRFC hereunder shall constitute a valid sale

and assignment by such Seller to MRFC, enforceable against creditors of, and

purchasers from, such Seller. Each of the Transaction Documents to which such

Seller is a party will constitute the legal, valid and binding obligation of

such Seller, enforceable in accordance with its terms, subject to applicable

bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or

other similar laws affecting the rights of creditors and general equitable

principles (whether considered in a proceeding in equity or at law).

(d) Quality of Title. Immediately preceding the sale by such Seller of any

Receivables and Related Security pursuant to this Agreement, such Seller was the

owner of all of such Receivables, free and clear of all liens, encumbrances,

security interests, preferences or other security arrangement. On or prior to

the date hereof, all financing statements and other documents required to be

recorded or filed in order to perfect and protect the interest of MRFC in, to

and under the Receivables against all creditors of and purchasers from such

Seller will have been duly filed in each filing office necessary for such

purpose and all filing fees and taxes, if any, payable in connection with such

filings shall have been paid in full.

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(e) Accuracy of Information. All written information heretofore furnished

by such Seller to MRFC, the Collection Agent, the Administrative Agent or the

Purchasers for purposes of or in connection with this Agreement, any other

Transaction Document, or any transaction contemplated hereby or thereby is, and

all such information hereafter furnished by such Seller to MRFC, the Collection

Agent, the Administrative Agent, or the Purchasers will be, true and accurate in

every material respect, on the date such information is stated or certified.

(f) Tax Status. Such Seller has filed all material tax returns (Federal,

state and local) required to be filed and has paid or made adequate provision

for the payment of all material taxes, assessments and other similar

governmental charges other than taxes contested in good faith and for which

adequate reserves have been established in accordance with GAAP and taxes which

are not yet due and payable.

(g) Litigation. Except as set forth in Exhibit B hereof, there are no

actions, suits or proceedings pending, or to the knowledge of such Seller

threatened, against or affecting such Seller or any Affiliate of the Seller or

their respective properties, in or before any court, arbitrator or other

Official Body, which could reasonably be expected to, individually or in the

aggregate, have a Material Adverse Effect.

(h) Name; Type of Entity; Place of Business. Such Seller's name as it

appears in official filings in the state of its incorporation or other

organization, the type of entity of such Seller (including corporation,

partnership, limited partnership or limited liability company), the

organizational identification number issued to such Seller by its jurisdiction

of incorporation or organization (or a statement that no such number has been

issued), such Seller's jurisdiction of organization or incorporation, the

location of the principal place of business and chief executive office of such

Seller, and the location of the offices where such Seller keeps all its Records,

in each case as of the Closing Date, are specified on Schedule I attached hereto

and such Seller has not changed any such name, type, number, jurisdiction or

location except to the extent that such Seller has given MRFC and the

Administrative Agent written notice thereof in accordance with this Agreement.

(i) Solvency. Such Seller is not insolvent, does not have unreasonably

small capital with which to carry on its business, is able to pay its debts

generally as they become due and payable, and its liabilities do not exceed its

assets.

(j) Tradenames, Etc. As of the date hereof: (i) such Seller has no

divisions; and (ii) such Seller has, within the last five years, operated only

under the tradenames identified for it on Exhibit J to the Receivables Transfer

Agreement, and, within the last five (5) years, has not changed its name,

changed its organizational or corporate form, changed its jurisdiction of

incorporation or organization, or merged with or into or consolidated with any

other Person or been the subject of any proceeding under Title 11, United States

Code (Bankruptcy), except as disclosed in Exhibit J to the Receivables Transfer

Agreement.

(k) Nature of Receivables. Each Receivable of such Seller included in the

calculation of the Net Receivables Balance in fact satisfies at such time the

definition of "Eligible Receivable" and is an "eligible asset" as defined in

Rule 3a-7

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under the Investment Company Act of 1940, as amended, and is not a Defaulted

Receivable.

(l) Credit and Collection Policy. Since the Closing Date, there have been

no material changes in the Credit and Collection Policy other than as permitted

hereunder.

(m) Collections and Servicing. Since May 31, 2004, there has been no

material adverse change in the ability of such Seller to service and collect the

Receivables.

(n) Binding Effect of Receivables and Contract. Each Receivable of such

Seller and the related Contract constitutes a legal, valid and binding

obligation of the Obligor, enforceable against the Obligor, subject to the

effect of bankruptcy, insolvency, reorganization or similar laws affecting

creditors' rights generally and general equitable principles (whether considered

in a proceeding at law or in equity).

(o) Not an Investment Company. Such Seller is not, nor is it controlled by,

an "investment company" within the meaning of the Investment Company Act of

1940, as amended, and it is exempt from all provisions of such Act.

(p) ERISA. Such Seller and its ERISA Affiliates are in compliance in all

material respects with ERISA, and no lien exists in favor of the Pension Benefit

Guaranty Corporation on any of the Receivables.

(q) Lock-Box Accounts. The names and addresses of all the Lock-Box Banks,

together with the account numbers of the Lock-Box Accounts at such Lock-Box

Banks, are specified in Exhibit C to the Receivables Transfer Agreement. All

Obligors have been instructed to make payment to a Lock-Box Account.

(r) Bulk Sales. No transaction contemplated by this Agreement requires

compliance with any bulk sales act or similar law.

(s) Reasonably Equivalent Value. The Purchase Price constitutes reasonably

equivalent value in consideration for the transfer by such Seller to MRFC of

Receivables from such Seller pursuant to this Agreement and no such transfer has

been made for or on account of an antecedent debt owed by such Seller to MRFC,

and no such transfer is or may be voidable or subject to avoidance under any

section of the Bankruptcy Code.

SECTION 4.02. Reaffirmation of Representations and Warranties by the

Sellers; Notice of Breach. On the Closing Date and on each Business Day on which

Receivables are sold hereunder, the Sellers, by accepting the proceeds of such

sale, shall be deemed to have certified that all representations and warranties

of the Sellers set forth in Section 4.01 are true and correct on and as of such

day as though made on and as of such day. The representations and warranties set

forth in Section 4.01 shall survive (i) the conveyance of the Receivables to

MRFC, (ii) the termination of the rights and obligations of MRFC and the Sellers

under this Agreement and (iii) the termination of the rights and obligations of

the Transferor, the Sellers and the Administrative Agent under the Receivables

Transfer Agreement. Upon the coming

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to the knowledge of any Responsible Officer of MRFC or any of the Sellers of a

breach of any of the foregoing representations and warranties, the party with

knowledge of such breach shall give prompt written notice to the other within

three (3) Business Days of such discovery.

ARTICLE V

Covenants of the Sellers

SECTION 5.01. Covenants of the Sellers. Each of the Sellers hereby

covenants and agrees with MRFC that, for so long as this Agreement is in effect,

and until all Receivables which have been sold to MRFC pursuant hereto, shall

have been paid in full or written-off as uncollectible, and all amounts owed by

the Sellers pursuant to this Agreement have been paid in full, unless MRFC and

the Administrative Agent otherwise consents in writing, as follows:

(a) Conduct of Business. Such Seller will, and will cause each of its

Affiliates to, carry on and conduct its business in substantially the same

manner and in substantially the same fields of enterprise as it is presently

conducted and do all thin