Preview | Credit Agreement |

DATED AS OF DECEMBER 20, 2005

METALDYNE COMPANY LLC,

METALDYNE CORPORATION,

as Administrative Agent and Lender

THE OTHER LENDERS PARTY HERETO,

CAPITALSOURCE FINANCE LLC,

as Syndication Agent

ARTICLE I. DEFINITIONS, SCHEDULES & EXHIBITS
ARTICLE II. THE CREDITS
SECTION 2.01	Commitments		10
SECTION 2.02	Loans and Borrowings		10
SECTION 2.03	Requests for Borrowings		10
SECTION 2.04	Funding of Borrowings		11
SECTION 2.05	Interest Elections		11
SECTION 2.06	Termination and Reduction of Commitments		12
SECTION 2.07	Repayment of Loans; Evidence of Debt		12
SECTION 2.08	Prepayment of Loans		13
SECTION 2.09	Fees		14
SECTION 2.10	Interest		14
SECTION 2.11	Alternative Rate of Interest		15
SECTION 2.12	Increased Costs		15
SECTION 2.13	Break Funding Payments		16
SECTION 2.14	Taxes 17
SECTION 2.15	Payments Generally; Pro Rata Treatment; Sharing of Setoffs		18
SECTION 2.16	Mitigation Obligations; Replacement of Lenders		19
ARTICLE III. REPRESENTATIONS AND WARRANTIES
SECTION 3.01	Incorporation by Reference	20
SECTION 3.02	Organization; Powers	20
SECTION 3.03	Authorization; Enforceability	20
SECTION 3.04	Governmental Approvals; No Conflicts	20
SECTION 3.05	Properties	21
SECTION 3.06	Taxes	21
SECTION 3.07	Disclosure	21
SECTION 3.08	Insurance	21
SECTION 3.09	Solvency	21
SECTION 3.10	Senior Indebtedness	21
SECTION 3.11	Security Documents	21
SECTION 3.12	Anti-Terrorism Law	22

SECTION 3.13	Non-Guarantor Subsidiaries	22
SECTION 3.14	Accura Tool & Mold, Inc.	22
ARTICLE IV. CONDITIONS
SECTION 4.01	Effective Date	23
SECTION 4.02	Each Draw Date	24
ARTICLE V. AFFIRMATIVE COVENANTS
SECTION 5.01	Financial Statements and Other Information	24
SECTION 5.02	Notices of Material Events	24
SECTION 5.03	Information Regarding Collateral	25
SECTION 5.04	Existence; Conduct of Business	25
SECTION 5.05	Payment of Obligations	26
SECTION 5.06	Maintenance of Properties	26
SECTION 5.07	Casualty and Condemnation	26
SECTION 5.08	Use of Proceeds	26
SECTION 5.09	Insurance	26
SECTION 5.10	Books and Records; Inspection and Audit Rights	27
SECTION 5.11	Compliance with Laws	27
SECTION 5.12	Landlords Waiver and Consent	27
SECTION 5.13	Non-Guarantor Subsidiaries	27
SECTION 5.14	Further Assurances	27
ARTICLE VI. NEGATIVE COVENANTS
SECTION 6.01	Incorporation by Reference	28
SECTION 6.02	Liens	28
SECTION 6.03	Asset Sales	28
SECTION 6.04	Sale and Leaseback Transactions	29
SECTION 6.05	Transfer of Equipment and Machinery	29
SECTION 6.06	X-22 Platform Products	29
SECTION 6.07	Changes to Material Contracts	29

SECTION 6.08	Accura	29
ARTICLE VII. EVENTS OF DEFAULT
ARTICLE VIII. THE ADMINISTRATIVE AGENT
ARTICLE IX. MISCELLANEOUS
SECTION 9.01	Notices	34
SECTION 9.02	Waivers; Amendments	34
SECTION 9.03	Expenses; Indemnity; Damage Waiver	35
SECTION 9.04	Successors and Assigns	36
SECTION 9.05	Survival	38
SECTION 9.06	Counterparts; Integration; Effectiveness	38
SECTION 9.07	Severability	38
SECTION 9.08	Right of Setoff	38
SECTION 9.09	Governing Law; Jurisdiction; Consent to Service of Process	39
SECTION 9.10	WAIVER OF JURY TRIAL	39
SECTION 9.11	Headings	39
SECTION 9.12	Confidentiality	39
SECTION 9.13	Interest Rate Limitation	40
SECTION 9.14	Senior Secured Credit Agreement	40

CREDIT AGREEMENT dated as of December 20, 2005 (the Agreement), among METALDYNE CORPORATION, a Delaware corporation (Holdings), METALDYNE COMPANY LLC, a Delaware limited liability company (the Parent Borrower), the LENDERS party hereto and CREDIT SUISSE, as Administrative Agent (in such capacity, the Administrative Agent).

WHEREAS, subject to and upon the terms and conditions set forth herein, Parent Borrower has requested that the Lenders establish the credit facility set forth herein;

NOW, THEREFORE, Parent Borrower, Holdings, the Administrative Agent and the Lenders agree as follows:

ARTICLE I. DEFINITIONS, SCHEDULES & EXHIBITS

(a) All capitalized terms and accounting terms used or incorporated by reference herein without being defined herein shall have the meaning ascribed to them in the Senior Secured Credit Agreement; provided that (i) references in the Senior Secured Credit Agreement to Foreign Subsidiary Borrowers (except in the definition of Subsidiary), and Issuing Bank shall be disregarded, (b) references to (i) Section 2.15(b) shall be to Section 2.12(b) of this Agreement, (ii) Section 2.19(b) shall be to Section 2.16(b) of this Agreement, (iii) Section 2.17 shall be to Section 2.14 of this Agreement (iv) references to the Collateral Agent shall be to the Administrative Agent hereunder and (c) all other references to sections, articles or terms that are also expressly defined herein, shall be to the sections and articles of this Agreement and to such terms as defined herein. As used in this Agreement, the following terms have the meanings specified below:

ABR, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

Accura shall have the meaning assigned to such term in Section 3.14 hereto.

Adjusted LIBO Rate means with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

Advance Rate has the meaning assigned to such term in Section 2.01.

Alternate Base Rate means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus of 1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

Applicable Rate means, for any day (a) 6.50% per annum, in the case of an ABR Loan, or (ii) 7.50% per annum, in the case of a Eurocurrency Loan.

Approved Fund means with respect to any Lender (a) a CLO with respect to such Lender and (b) that is a fund which invests in bank loans and similar extensions of credit in the ordinary course of its business, any other fund that invests in bank loans and similar extensions of credit in the ordinary course of its business and is managed by such Lender, an Affiliate of such Lender, the same investment advisor as such Lender or by an Affiliate of such investment advisor.

Assignment and Acceptance means an assignment and acceptance entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A hereto with such modifications as shall be approved by the Administrative Agent.