Execution Copy
AMENDMENT No. 3 dated as of June 22, 2001 (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"), 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 THE CHASE
MANHATTAN 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") and as of March 23,
2001 (the "Second 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. (a) The
definition of "Receivable" is hereby amended to read in its entirety as follows:
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"'Receivable' shall mean, the indebtedness owed to a Seller by an
Obligor under a Contract and rights of payment and other payment
obligations, whether consti tuting an account, chattel paper, instrument,
investment property or general intangible, arising in connection with the
sale or lease of merchandise or the rendering of services by the Seller, in
its ordinary course of business and includes the right to payment of any
Finance Charges and other obligations of such Obligor with respect thereto;
provided that any obligation of any Person to pay for tooling or equipment
purchased or built by ▇▇▇▇▇▇ Precision Die Casting, Inc., DuPage Die Casting
Corporation and/or Accura Tool and Mold, Inc. for the purpose of
manufacturing products for such Person, including the right to payment of
any interest, sales taxes, finance charges, returned check or late charges
and other obligations of such Person with respect thereto shall not
constitute a "Receivable". Notwithstanding the foregoing, once a Receivable
has been deemed collected pursuant to Section 2.10 of the Receivables
Transfer Agreement, it shall no longer constitute a Receivable under the
Receivables Transfer Agreement."
SECTION 2. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 3. Expenses. The Transferor shall pay all out-of-pocket fees
and expenses incurred by the Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Amendment, including
the fees, disbursements and other charges of Cravath, Swaine & ▇▇▇▇▇, counsel
for the Administrative Agent.
SECTION 4. 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 5. 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.
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SECTION 6. Effect of Amendment. Except as specifically amended or
modified hereby, the Receivables Transfer Agreement, as previously amended by
the First Amendment and the Second 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 hereto 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
-------------------------
Name:
Title:
METALDYNE CORPORATION (f/k/a/ MascoTech, Inc.),
individually, as
Collection Agent and as
Guarantor
by
-------------------------
Name:
Title:
▇
▇▇▇▇ ▇▇▇▇▇▇ RECEIVABLES
CORPORATION, as
CP Conduit Purchaser
by
-------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Committed Purchaser for
Park Avenue Receivables
Corporation,
by
-------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Funding Agent for Park
Avenue Receivables
Corporation,
by
-------------------------
Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent,
by
-------------------------
Name:
Title:
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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
-------------------------
Name:
Title:
by
-------------------------
Name:
Title:
CDC FINANCIAL PRODUCTS, INC.,
as Funding Agent for
Eiffel Funding, LLC
by
-------------------------
Name:
Title:
by
-------------------------
Name:
Title:
