Execution Copy
AMENDMENT No. 2 dated as of March 23, 2001 (this
"Amendment"), to the Receivables Transfer Agreement referred to
below among MTSPC, INC.,(the "Transferor"), 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 to the Receivables
Transfer Agreement").
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 "Loss and Dilution Reserve Ratio" is hereby amended to read in its
entirety as follows:
2
"'Loss and Dilution Reserve Ratio' shall mean, on any day, the greater
of (a) the sum of (i) 16% plus (ii) the product of (x) the average Dilution
Ratio over the immediately preceding fiscal 12-month period and (y) DSO
divided by 30 and (b) the sum of the Loss Reserve Ratio plus the Dilution
Reserve Ratio."
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. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
SECTION 4. 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 & Xxxxx, counsel
for the Administrative Agent.
SECTION 5. 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 6. 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 7. Effect of Amendment. Except as specifically amended or
modified hereby, the Receivables Transfer Agreement and the First Amendment to
the Receivables Transfer Agreement 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.
3
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:
0
XXXX XXXXXX 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:
5
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:
SCHEDULE C
Schedule of Special Obligors
Special Obligor Percentage Limit Conditions
-----------------------------------------------------------------------------
New Venture Gear 12.0% So long as short-term or
long-term ratings of
DaimlerChrysler and
General Motors are at
least A-2/BBB by S&P and
at least P-2/Baa2 by
Xxxxx'x, respectively.
-----------------------------------------------------------------------------
General Motors 15.0% So long as short-term or
Corporation long-term ratings are at
least A-1/A by S&P and
at least P-1/A2 by
Xxxxx'x, respectively
-----------------------------------------------------------------------------
Ford Motor Company 20.0% So long as short-term or
long-term ratings are at
least A-1/A by S&P and
at least P-1/A2 by
Xxxxx'x, respectively.
-----------------------------------------------------------------------------
DaimlerChrysler 15.0% So long as short-term or
long-term ratings are at
least A-1/A by S&P and
at least P-1/A2 by
Xxxxx'x, respectively.
-----------------------------------------------------------------------------
DaimlerChrysler 10.0% So long as short-term or
long-term ratings of
DaimlerChrysler are at
least A-2/BBB by S&P and
at least P-2/Baa2 by
Xxxxx'x, respectively.
-----------------------------------------------------------------------------
