-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RqRa3nDicXT+5eHbPwTFAPVjfN/lx5pyKRmJObtwtMfF8A91D1n41Qx2bKhsaAKh Egdt3IWyUNnE5q5QHcH+NA== 0000950136-03-002006.txt : 20030814 0000950136-03-002006.hdr.sgml : 20030814 20030813172911 ACCESSION NUMBER: 0000950136-03-002006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20030629 FILED AS OF DATE: 20030813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: METALDYNE CORP CENTRAL INDEX KEY: 0000745448 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 382513957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-12068 FILM NUMBER: 03842611 BUSINESS ADDRESS: STREET 1: 47659 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 BUSINESS PHONE: 734-207-6200 MAIL ADDRESS: STREET 1: 47659 HALYARD DRIVE CITY: PLYMOUTH STATE: MI ZIP: 48170 FORMER COMPANY: FORMER CONFORMED NAME: MASCOTECH INC DATE OF NAME CHANGE: 19930629 FORMER COMPANY: FORMER CONFORMED NAME: MASCO INDUSTRIES INC DATE OF NAME CHANGE: 19930629 10-Q 1 file001.htm QUARTERLY REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR QUARTERLY PERIOD ENDED JUNE 29, 2003
COMMISSION FILE NUMBER 1-12068

METALDYNE CORPORATION

(Exact name of registrant as specified in its charter)


Delaware 38-2513957
(State or other jurisdiction of
incorporation or organization)		 (I.R.S. Employer Identification No.)
47659 Halyard Drive, Plymouth, Michigan 48170-2429
(Address of principal executive offices) (Zip Code)

(734) 207-6200
(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes    X       No           

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes            No    X   

There is currently no public market for the registrant's common stock.

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.


Class Shares outstanding at
July 31, 2003
Common stock, par value $1 per share   43,871,745  

    

METALDYNE CORPORATION

INDEX


    Page No.
Part I. Financial Information      
Item 1. Financial Statements      
  Consolidated Balance Sheets — June 29, 2003 and December 29, 2002   2  
  Consolidated Statements of Operations for the Three and Six Months Ended
    June 29, 2003 and June 30, 2002		   3  
  Consolidated Statements of Cash Flows for the Six Months Ended June 29, 2003
    and June 30, 2002		   4  
  Notes to Consolidated Financial Statements   5-22  
Item 2. Management's Discussion and Analysis of Financial Condition and Results of
    Operations		   23-39  
Item 3. Quantitative and Qualitative Disclosure About Market Risk   39  
Item 4. Controls and Procedures   39-40  
Part II. Other Information and Signature   41-206  

1

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

METALDYNE CORPORATION
CONSOLIDATED BALANCE SHEET
June 29, 2003 and December 29, 2002
(Dollars in thousands except per share amounts)


  June 29,
2003		 December 29,
2002
  (Unaudited)
ASSETS            
Current assets:            
Cash and cash equivalents $ 7,080   $ 19,130  
Receivables, net:            
Trade, net of allowance for doubtful accounts   168,720     147,670  
Affiliates   19,810     27,820  
Other   8,930     11,380  
Total receivables, net   197,460     186,870  
Inventories   80,850     76,820  
Deferred and refundable income taxes   4,510     23,550  
Prepaid expenses and other assets   34,170     29,140  
Total current assets   324,070     335,510  
Equity investments in affiliates   149,510     147,710  
Property and equipment, net   710,370     697,510  
Excess of cost over net assets of acquired companies   552,230     552,100  
Intangible and other assets   274,230     286,220  
Total assets $ 2,010,410   $ 2,019,050  
             
LIABILITIES AND SHAREHOLDERS' EQUITY            
Current liabilities:            
Accounts payable $ 185,270   $ 186,440  
Accrued liabilities   113,670     108,330  
Current maturities, long-term debt   101,840     99,900  
Total current liabilities   400,780     394,670  
Long-term debt   669,000     668,960  
Deferred income taxes   117,200     146,510  
Other long-term liabilities   139,530     143,300  
Total liabilities   1,326,510     1,353,440  
             
Redeemable preferred stock, 545,154 shares outstanding   69,110     64,510  
Redeemable restricted common stock, 0.8 million and 1.7 million shares outstanding, respectively   17,020     23,790  
Less: Restricted unamortized stock awards   (1,150 )    (3,120 ) 
Total redeemable stock   84,980     85,180  
             
Preferred stock (non-redeemable), $1 par, Authorized: 25 million; Outstanding: None   —     —  
Common stock, $1 par, Authorized: 250 million; Outstanding: 42.7 million and 42.6 million shares, respectively   42,730     42,650  
Paid-in capital   692,430     684,870  
Accumulated deficit   (160,490 )    (147,100 ) 
Accumulated other comprehensive income   24,250     10  
Total shareholders' equity   598,920     580,430  
Total liabilities, redeemable stock and shareholders' equity $ 2,010,410   $ 2,019,050  

The accompanying notes are an integral part of the consolidated financial statements.

2

METALDYNE CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(Dollars in thousands except per share data)


  Three Months Ended Six Months Ended
  (Unaudited) (Unaudited)
  June 29, 2003 June 30, 2002 June 29, 2003 June 30, 2002
Net sales $ 390,290   $ 530,460   $ 771,610   $ 1,090,330  
Cost of sales   (339,780 )    (432,520 )    (679,580 )    (889,570 ) 
Gross profit   50,510     97,940     92,030     200,760  
Selling, general and administrative expenses   (27,050 )    (53,170 )    (55,790 )    (113,250 ) 
Restructuring charges   (2,330 )    —     (3,860 )    —  
Legacy restricted stock award expense   (580 )    (1,080 )    (1,480 )    (3,160 ) 
Operating profit   20,550     43,690     30,900     84,350  
Other expense, net:
Interest expense		   (17,240 )    (28,500 )    (35,120 )    (56,620 ) 
Loss on repurchase of debentures and early retirement of term loans   —     (62,000 )    —     (62,000 ) 
Loss on interest rate arrangements upon early retirement of term loans   —     (7,550 )    —     (7,550 ) 
Equity earnings (loss) from affiliates, net   (80 )    2,780     (2,710 )    2,330  
Other, net   (3,760 )    (4,960 )    (5,220 )    (7,680 ) 
Other expense, net   (21,080 )    (100,230 )    (43,050 )    (131,520 ) 
Loss before income taxes and cumulative effect of change in accounting principle   (530 )    (56,540 )    (12,150 )    (47,170 ) 
Income tax expense (benefit)   (1,010 )    (41,750 )    (3,260 )    (38,240 ) 
Income (loss) before cumulative effect of change in accounting principle   480     (14,790 )    (8,890 )    (8,930 ) 
Cumulative effect of change in recognition and measurement of goodwill impairment   —     —     —     (36,630 ) 
Net income (loss)   480     (14,790 )    (8,890 )    (45,560 ) 
Preferred stock dividends   2,280     1,700     4,500     3,410  
Loss attributable to common stock $ (1,800 )  $ (16,490 )  $ (13,390 )  $ (48,970 ) 
                         
Basic earnings (loss) per share:                        
Before cumulative effect of change in accounting principle less preferred stock dividends $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (0.29 ) 
Cumulative effect of change in recognition and measurement of goodwill impairment   —     —     —     (0.86 ) 
Net loss attributable to common stock $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (1.15 ) 
Diluted earnings (loss) per share:                        
Before cumulative effect of change in accounting principle less preferred stock dividends $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (0.29 ) 
Cumulative effect of change in recognition and measurement of goodwill impairment   —     —     —     (0.86 ) 
Net loss attributable to common stock $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (1.15 ) 

The accompanying notes are an integral part of the consolidated financial statements.

3

METALDYNE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in thousands)


  6 Months Ended
  (Unaudited)
  June 29,
2003		 June 30,
2002
Operating activities:
Net loss $ (8,890 )  $ (45,560 ) 
Adjustments to reconcile net cash provided by (used for) operating activities:
Depreciation and amortization   52,710     63,550  
Legacy stock award expense   1,480     3,160  
Debt fee amortization   1,100     3,410  
Deferred income taxes   (30,170 )    3,040  
Non-cash interest expense (interest accretion)   3,500     8,900  
Loss on interest rate arrangements   —     7,550  
Equity (earnings) losses, net of dividends   2,710     (2,330 ) 
Tax refund receivable   —     (20,000 ) 
Cumulative effect of change in recognition and measurement of goodwill impairment   —     36,630  
Loss on repurchase of debentures and early retirement of term loans   —     62,000  
Other, net   (5,790 )    (1,430 ) 
Changes in assets and liabilities, net of acquisition/disposition of business:
Accounts receivable   (4,270 )    (71,230 ) 
Net repayments of accounts receivable sale   —     (167,360 ) 
Inventory   (3,570 )    (3,400 ) 
Refundable income taxes   16,300     —  
Prepaid expenses and other assets   (5,980 )    (3,090 ) 
Accounts payable and accrued expenses   4,770     8,410  
Total change in assets and liabilities   7,250     (236,670 ) 
Net cash provided by (used for) operating activities   23,900     (117,750 ) 
Investing activities:
Capital expenditures   (57,790 )    (57,210 ) 
Proceeds from sale/leaseback of fixed assets   8,460     33,370  
Disposition of businesses to a related party   22,570     840,000  
Proceeds from sale of TriMas shares   20,000     —  
Acquisition of business, net   (7,650 )    —  
Investment in joint venture   (20,000 )    —  
Other, net   —     (500 ) 
Net cash provided by (used for) investing activities   (34,410 )    815,660  
Financing activities:
Proceeds of term loan facilities   —     400,000  
Principal payments of term loan facilities   (500 )    (1,112,450 ) 
Proceeds of revolving credit facility   180,000     275,400  
Principal payments of revolving credit facility   (180,000 )    (275,400 ) 
Proceeds of senior subordinated notes due 2012   —     250,000  
Principal payments of convertible subordinated debentures, due 2003 (net of $1.2 million non-cash portion of repurchase)   —     (128,280 ) 
Proceeds of other debt   3,110     —  
Principal payments of other debt   (4,150 )    (3,820 ) 
Restricted cash related to the convertible subordinated notes   —     (77,000 ) 
Capitalization of debt refinancing fees   —     (11,590 ) 
Issuance of common stock   —     1,270  
Penalties on early extinguishment of debt   —     (6,480 ) 
Other, net   —     1,200  
Net cash used for financing activities   (1,540 )    (687,150 ) 
Net increase (decrease) in cash   (12,050 )    10,760  
Cash and cash equivalents, beginning of period   19,130     —  
Cash and cash equivalents, end of period $ 7,080   $ 10,760  
Supplementary cash flow information:
Cash paid (refunded) for income taxes, net $ (12,440 )  $ 9,200  
Cash paid for interest $ 31,570   $ 56,520  

The accompanying notes are an integral part of the consolidated financial statements.

4

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Business and Other Information

We ("Metaldyne" or the "Company") are a leading global manufacturer of highly engineered metal components for the global light vehicle market. Our products include metal-formed and precision-engineered components and modular systems used in vehicle transmission, engine and chassis applications.

In the opinion of Company management, the unaudited financial statements contain all adjustments, including adjustments of a normal recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented. These statements should be read in conjunction with the Company's financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 29, 2002 (the "2002 Form 10-K"). The results of operations for the period ended June 29, 2003 are not necessarily indicative of the results for the full year.

The Company's fiscal year ends on the Sunday nearest December 31. The Company's fiscal quarters end on the Sundays nearest March 31, June 30, and September 30. All year and quarter references relate to the Company's fiscal year and fiscal quarters unless otherwise stated.

2. Stock Options and Awards

The Company adopted Statement of Financial Accounting Standards ("SFAS") No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123" effective for the fiscal year ended December 29, 2002. The following disclosure for the financial statements for the period ended June 29, 2003 assumes that the Company continues to account for stock-based employee compensation using the intrinsic value method under Accounting Principles Board ("APB") No. 25 and related interpretations.

The Company has one stock-based employee compensation plan. No stock-based employee compensation cost is reflected in net income, as all options granted under this plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.


  (In thousands, except per share amounts)
  Three Months Ended Six Months Ended
  June 29, 2003 June 30, 2002 June 29, 2003 June 30, 2002
Net loss attributable to common stock, as reported $ (1,800 )  $ (16,490 )  $ (13,390 )  $ (48,970 ) 
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects   (470 )    (400 )    (940 )    (940 ) 
Pro forma net loss attributable to common stock $ (2,270 )  $ (16,890 )  $ (14,330 )  $ (49,910 ) 
Loss per share:                        
Basic — as reported $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (1.15 ) 
Basic — pro forma for stock-based compensation $ (0.05 )  $ (0.40 )  $ (0.33 )  $ (1.17 ) 
                         
Diluted — as reported $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (1.15 ) 
Diluted — pro forma for stock-based
compensation 		$ (0.05 )  $ (0.40 )  $ (0.33 )  $ (1.17 ) 

5

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. Earnings Per Share

The following reconciles the numerators and denominators used in the computations of basic and diluted earnings per common share:


  (In thousands except per share amounts)
  Three Months Ended Six Months Ended
  June 29, 2003 June 30, 2002 June 29, 2003 June 30, 2002
                         
Weighted average number of shares outstanding   42,730     42,650     42,730     42,650  
Income (loss) before cumulative effect of change in accounting principle $ 480   $ (14,790 )  $ (8,890 )  $ (8,930 ) 
Cumulative effect of change in recognition and measurement of goodwill impairment   —     —     —     (36,630 ) 
Net income (loss)   480     (14,790 )    (8,890 )    (45,560 ) 
Less: Preferred stock dividends   2,280     1,700     4,500     3,410  
Loss used for basic and diluted earnings per share computation $ (1,800 )  $ (16,490 )  $ (13,390 )  $ (48,970 ) 
Basic earnings (loss) per share:                        
Before cumulative effect of change in accounting principle less preferred stock $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (0.29 ) 
Cumulative effect of change in recognition and measurement of goodwill impairment   —     —     —     (0.86 ) 
Net loss attributable to common stock $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (1.15 ) 
Total shares used for basic earnings per share computation   42,730     42,650     42,730     42,650  
Contingently issuable shares   920     —     —     —  
Total shares used for diluted earnings per share computation   43,650     42,650     42,730     42,650  
Diluted earnings (loss) per share:                        
Before cumulative effect of change in accounting principle less preferred stock $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (0.29 ) 
Cumulative effect of change in recognition and measurement of goodwill impairment   —     —     —     (0.86 ) 
Net loss attributable to common stock $ (0.04 )  $ (0.39 )  $ (0.31 )  $ (1.15 ) 

Diluted earnings per share reflect the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. Excluded from the calculation of diluted earnings per share are stock options representing 2,570,000 and 2,490,000 of common shares as they are anti-dilutive at June 29, 2003 and June 30, 2002, respectively.

Contingently issuable shares, representing approximately 920,000 restricted common shares, have an anti-dilutive effect on earnings per share for the six months ended June 29, 2003. Contingently issuable shares, representing approximately 1,760,000 restricted common shares, have an anti-dilutive effect on earnings per share for the three and six months ended June 30, 2002.

6

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. Joint Venture

On December 8, 2002, the Company announced a Joint Venture Formation Agreement ("Agreement") with DaimlerChrysler Corporation ("DaimlerChrysler") to operate DaimlerChrysler's New Castle (Indiana) machining and forge facility. On January 2, 2003, the Company closed on this joint venture, known as NC-M Chassis Systems, LLC. In connection with the closing, DaimlerChrysler contributed substantially all of the assets of the business conducted at this facility in exchange for 100% of the common and preferred interests in the joint venture. In addition, the joint venture assumed certain liabilities of the business from DaimlerChrysler. Immediately following the contribution, the Company purchased 40% of the common interests in the joint venture from DaimlerChrysler for $20 million in cash. This investment is accounted for under the equity method of accounting, due to the Company's investment representing greater than 20% but less than 50% of the interest in the joint venture. However, the Company does not recognize losses in the joint venture to the extent that DaimlerChrysler provides funding for the joint venture's operations and capital expenditures.

Under the terms of the Agreement, the Company will have an option to purchase DaimlerChrysler's common and preferred interests in the joint venture for $118.8 million in cash, approximately $31.7 million in principal amount of a new issue of 10-year 10% senior subordinated notes of Metaldyne and approximately $64.5 million of a new series of preferred stock of Metaldyne with liquidation preferences. The Company's call option is available to be exercised assuming a satisfactory collective bargaining agreement is ratified. If Metaldyne does not exercise its call option within 20 business days of DaimlerChrysler's ratification of a satisfactory collective bargaining agreement or the Company fails to close within 120 days of the exercise because it cannot finance the acquisition, DaimlerChrysler has a call option to purchase the Company's initial investment for $1.00. If a new collective bargaining agreement is not ratified by January 31, 2004, the Company has a put option on its equity in the joint venture at $20 million and DaimlerChrysler has a call option on the Company's equity in the joint venture at $20 million.

5. Acquisition

On May 30, 2003, the Company acquired a facility in Greensboro, North Carolina, from Dana Corporation ("Dana") for approximately $7.7 million. The Greensboro facility became part of the Driveline Group's Transmission and Program Management division. The Greensboro operation, which employs approximately 150 people, machines cast iron and aluminum castings, including various steering knuckles and aluminum carriers for light truck applications.

As part of the agreement with Dana, the Company agreed to obtain a third party buyer of the Greensboro facility, and agreed to sign a lease agreement with this party. If the Company failed to obtain a third party buyer for this property within 60 days of the acquisition, it agreed to pay Dana $10 million to purchase the facility. To secure this arrangement, the Company gave Dana a letter of credit for $10 million. On July 14, 2003, the Company subsequently entered into a long-term lease agreement with a third party, thereby releasing the Company from the $10 million letter of credit.

6. Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets" and ceased amortizing goodwill. At June 29, 2003, the goodwill balance was approximately $552 million. For purposes of testing this goodwill for potential impairment, fair values were determined based upon the discounted cash flows of the reporting units using a 9.5% discount rate. The initial assessment for the Automotive Group indicated that the fair value of the reporting units within the Automotive Group exceeded their corresponding carrying value. This analysis was completed again for the year ended December 29, 2002, which indicated that the fair value of these units continued to exceed their carrying values.

The initial assessment for the Company's former TriMas Group indicated the carrying value of these units exceeded their fair value. A non-cash, after tax charge of $36.6 million was taken as of January 1,

7

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2002, related to the industrial fasteners business of TriMas. Sales, operating profits and cash flows for this TriMas owned business were lower than expected beginning in the first quarter of 2001, due to the overall economic downturn and cyclical declines in certain markets for industrial fastener products. Based on that trend, the earnings and cash flow forecasts for the next five years indicated the goodwill impairment loss. Consistent with the requirements of SFAS No. 142, the Company recognized this impairment charge as the cumulative effect of change in accounting principle as of January 1, 2002.

Acquired Intangible Assets

The change in the gross carrying amount of acquired intangible assets is primarily attributable to the exchange impact from foreign currency.


  (In thousands, except weighted average life)
  As of June 29, 2003 As of December 29, 2002
  Gross
Carrying
Amount		 Accumulated
Amortization		 Weighted
Average
Life		 Gross
Carrying
Amount		 Accumulated
Amortization		 Weighted
Average
Life
Amortized Intangible Assets:                            
Customer Contracts $ 93,470   $ (25,500 )  8.2 years $ 91,000   $ (20,920 )  8.2 years
Technology and Other   163,620     (29,010 )  14.9 years   160,820     (23,790 )  14.9 years
Total $ 257,090   $ (54,510 )  13.6 years $ 251,820   $ (44,710 )  13.6 years
                             
Aggregate Amortization Expense (Included in Cost of Sales):                            
For the six months ended June 29, 2003       $ 10,800                  
                             
Estimated Amortization Expense:                            
For the year ending December 28, 2003         21,460                  
For the year ending December 31, 2004         21,460                  
For the year ending December 31, 2005         21,060                  
For the year ending December 31, 2006         21,060                  

Goodwill

The changes in the carrying amount of goodwill for the six months ended June 29, 2003 are as follows:


  Chassis Driveline Engine Total
                         
Balance as of December 29, 2002 $ 66,590   $ 361,470   $ 124,040   $ 552,100  
Disposition of Fittings   (5,210 )    —     —     (5,210 ) 
Impact from foreign currency   —     3,390     1,950     5,340  
Balance as of June 29, 2003 $ 61,380   $ 364,860   $ 125,990   $ 552,230  

8

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7. Disposition of Businesses

On June 6, 2002, the Company sold TriMas Corporation ("TriMas") common stock to Heartland Industrial Partners, L.P. ("Heartland") and other investors amounting to approximately 66% of the fully diluted common equity of TriMas. The Company retained approximately 34% of the fully diluted common equity of TriMas in the form of common stock and a presently exercisable warrant to purchase shares of TriMas common stock at a nominal exercise price. Pursuant to the terms of a stock purchase agreement, Heartland and the other investors invested approximately $265 million in cash in TriMas to acquire the 66% interest. In connection with the investment, TriMas entered into a senior credit facility and a receivables facility and issued senior subordinated notes due 2012. TriMas used borrowings under the senior credit facility and proceeds from the issuance of the notes to repay borrowings made by its subsidiaries under the Company's credit agreement, to repay certain debt that was owed to the Company and to repurchase TriMas originated receivables balances under the Company's receivables facility. In addition, prior to the closing, TriMas declared and paid a cash dividend to the Company equal to the difference between $840 million and the aggregate amount of such debt repayment and receivables repurchase. Consequently, as a result of the investment and the other transactions, the Company (1) received $840 million in the form of cash, debt reduction and reduced receivables facility balances and (2) received or retained common stock and a warrant in TriMas representing the Company's 34% retained interest.

As Heartland is the Company's controlling shareholder, this transaction was accounted for as a reorganization of entities under common control and accordingly no gain or loss has been recognized. Since the date of disposition, the Company has accounted for its retained interest in TriMas under the equity method of accounting.

On April 2, 2003, TriMas exercised its right to repurchase 1 million shares of its common stock from the Company at $20 per share, the same price as it was valued on June 6, 2002. As a result of this sale, and as a result of acquisitions performed by TriMas in 2003, Metaldyne's ownership percentage in TriMas decreased from approximately 31% to approximately 28% as of June 29, 2003.

On May 9, 2003, the Company sold its Chassis Group's Fittings division to TriMas for $22.6 million. This transaction was accounted for as a sale of entities under common control. Therefore, the proceeds in excess of the book value of $6.3 million were recorded as additional paid-in capital in the Company's consolidated balance sheet. The Fittings division, which is a leading manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications, became part of the TriMas Fastening Systems Group.

8. Restructuring Actions

In 2001, the Company began to implement plans to integrate the three legacy companies into the Company's new vision and align the business units under the Company's new operating structure and leadership team in an effort to reformulate a cost structure more competitive in the marketplace. To facilitate these initiatives, the Company terminated 292 employees and closed unprofitable businesses and plants. The majority of these actions were completed in 2001 and 2002, but some are ongoing as of June 29, 2003. All employees have been terminated under this integration action. The amounts reflected below represent total estimated cash payments, of which $2.5 million and $1.9 million are recorded in "other long-term liabilities" in the Company's consolidated balance sheet at June 29, 2003 and December 29, 2002, respectively. The remaining $5.6 million and $10.9 million are recorded in "accrued liabilities" in the Company's consolidated balance sheet at June 29, 2003 and December 29, 2002, respectively.

9

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The following table provides a rollforward of the restructuring accrual related to the above restructuring actions as of June 29, 2003.


  (In thousands)
  Acquisition Related 2002
Additional
Severance
and Other
Exit Costs		 2003
Additional
Severance
and Other
Exit Costs		 Total
  Severance
Costs		 Exit and
Integration
Costs
Balance at December 29, 2002 $ 9,880   $ 540   $ 2,380   $ —   $ 12,800  
Cash payments   (5,320 )    (270 )    (1,750 )    (1,180 )    (8,520 ) 
Charges to expense   —     —     —     3,860     3,860  
Balance at June 29, 2003 $ 4,560   $ 270   $ 630   $ 2,680   $ 8,140  

In June 2002, the Company announced the reorganization of its Engine Group's European operations, to streamline the engineering, manufacturing and reporting structure of its European operations. This restructuring included the closure of a manufacturing facility in Halifax, England and termination of approximately 25 employees. In addition, the Company closed a small manufacturing location in Memphis, Tennessee and restructured management within its North American engine operations, resulting in the termination of 12 employees. In the first six months of 2003, the Company recorded additional restructuring charges relating to the termination of an additional 20 employees and the completion of the European operations' reorganization.

9. Accounts Receivable Securitization

The Company has entered into an arrangement to sell, on an ongoing basis, the trade accounts receivable of substantially all domestic business operations to MTSPC, Inc. ("MTSPC"), a wholly owned subsidiary of the Company. MTSPC from time to time may sell an undivided fractional ownership interest in the pool of receivables up to approximately $225 million to a third party multi-seller receivables funding company. The net proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs, which amounted to a total of $2.0 million and $3.3 million for the six months ended June 29, 2003 and June 30, 2002, respectively, and is included in "other expense, net" in the Company's consolidated statement of operations. At June 29, 2003, the Company's funding under the facility was zero with an additional $89 million available but not utilized. The discount rate at June 29, 2003 was 2.19% compared to 2.48% at December 29, 2002. The usage fee under the facility is 1.5%. In addition, the Company is required to pay a fee of 0.5% on the unused portion of the facility. This facility expires in November 2005.

10. Inventories

Inventories by component are as follows:


  (In thousands)
  June 29, 2003 December 29, 2002
             
Finished goods $ 22,170   $ 25,720  
Work in process   31,330     26,230  
Raw materials   27,350     24,870  
  $ 80,850   $ 76,820  

10

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11. Derivative Financial Instruments

The Company manages its exposure to changes in interest rates through the use of interest rate protection agreements. These interest rate derivatives are designated as cash flow hedges. The effective portion of each derivative's gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently reclassified into earnings when the forecasted transaction affects earnings. The Company does not use derivatives for speculative purposes.

In February 2001, the Company entered into interest rate protection agreements with various financial institutions to hedge a portion of its interest rate risk related to the term loan borrowings under its credit facility. These agreements include two interest rate collars with a term of three years, a total notional amount of $200 million, and a three-month LIBOR interest rate cap and floor of 7% and approximately 4.5%, respectively. The agreements also include four interest rate caps at a three-month LIBOR interest rate of 7% with a total notional amount of $314 million. The two interest rate collars and two of the interest rate caps totaling $200 million were redesignated to the Company's new term note in June 2002. The remaining two interest rate caps totaling $114 million no longer qualify for hedge accounting. Therefore, any unrealized gain or loss is recorded as other income or expense in the consolidated statement of operations beginning June 20, 2002.

Under these agreements, the Company recognized additional interest expense of $3.2 million during the six months ended June 29, 2003. The Company expects to recognize a portion of the $0.4 million currently included in other comprehensive income into earnings as quarterly interest payments are made.

12. Comprehensive Income (Loss)

The Company's total comprehensive income (loss) for the period was as follows:


  (In thousands)
  Three Months Ended Six Months Ended
  June 29, 2003 June 30, 2002 June 29, 2003 June 30, 2002
                         
Income (loss) before cumulative effect of change in accounting principle $ 480   $ (14,790 )  $ (8,890 )  $ (8,930 ) 
Cumulative effect of change in recognition and measurement of goodwill impairment   —     —     —     (36,630 ) 
Net income (loss)   480     (14,790 )    (8,890 )    (45,560 ) 
Other comprehensive income (loss):                        
Impact of TriMas disposition on foreign currency translation   —     (1,910 )    —     (1,910 ) 
Foreign currency translation adjustment   20,160     47,630     23,850     39,660  
Interest rate agreements   90     5,200     390     6,850  
Total other comprehensive income   20,250     50,920     24,240     44,600  
Total comprehensive income (loss) $ 20,730   $ 36,130   $ 15,350   $ (960 ) 

11

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. Commitments and Contingencies

The Company is subject to claims and litigation in the ordinary course of our business, but does not believe that any such claim or litigation will have a material adverse effect on its financial position or results of operation.

14. Segment Information

The Company has defined a segment as a component with business activity resulting in revenue and expense that has separate financial information evaluated regularly by the Company's chief operating decision maker and its board of directors in determining resource allocation and assessing performance.

The Company has established Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") as an indicator of our operating performance and as a measure of our cash generating capabilities. The Company defines Adjusted EBITDA as operating profit plus depreciation and amortization plus legacy stock award expense (contractual obligation from November 2000 acquisition, which will runoff completely by 2003).

In the second quarter of 2002, the Company modified its organizational structure. As a result, the Company is now comprised of three reportable segments: Chassis, Driveline and Engine. Accordingly, the Company has restated sales for all prior periods to reflect this change. Adjusted EBITDA is presented using the Company's modified segment structure beginning in 2002. In addition, in 2003 the Company moved one of its European operations that had historically been part of the Chassis segment to the Engine segment. Both periods have been adjusted to reflect this change.

CHASSIS — Manufactures components, modules and systems used in a variety of engineered chassis applications, including wheel-ends, axle shaft, knuckles and mini-corner assemblies. This segment utilizes a variety of processes including hot, warm and cold forging, powder metal forging and machinery and assembly.

DRIVELINE — Manufactures components, modules and systems, including precision shafts, hydraulic controls, hot and cold forgings and integrated program management used in a broad range of transmission applications. These applications include transmission and transfer case shafts, transmission valve bodies, cold extrusion and Hatebur hot forgings.

ENGINE — Manufactures a broad range of engine components, modules and systems, including sintered metal, powder metal, forged and tubular fabricated products used for a variety of applications. These applications include balance shaft modules and front cover assemblies.

As discussed in Note 7, the Company completed a divestiture of a portion of its TriMas Group on June 6, 2002. The TriMas Group is presented at the group level, rather than by segment, for all periods presented.

12

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Segment activity for the three and six months ended June 29, 2003 and June 30, 2002 is as follows:


  (In thousands)
  Three Months Ended Six Months Ended
  June 29, 2003 June 29, 2002 June 29, 2003 June 30, 2002
Sales
Automotive Group                        
Chassis $ 30,550   $ 42,010   $ 63,050   $ 78,890  
Driveline   203,110     217,940     403,760     421,270  
Engine   156,630     132,870     304,800     261,590  
Automotive Group   390,290     392,820     771,610     761,750  
                         
TriMas Group   —     137,640     —     328,580  
Total sales $ 390,290   $ 530,460   $ 771,610   $ 1,090,330  
Adjusted EBITDA                        
Automotive Group                        
Chassis $ 2,360   $ 4,600   $ 4,120   $ 7,880  
Driveline   22,950     28,450     41,850     51,660  
Engine   27,200     19,760     48,040     38,090  
Automotive Operating   52,510     52,810     94,010     97,630  
Automotive/centralized resources ("Corporate")   (3,760 )    (4,100 )    (8,920 )    (8,980 ) 
Automotive Group   48,750     48,710     85,090     88,650  
TriMas Group   —     26,230     —     62,410  
Total Adjusted EBITDA   48,750     74,940     85,090     151,060  
Depreciation & amortization   (27,620 )    (30,170 )    (52,710 )    (63,550 ) 
Legacy stock award expense   (580 )    (1,080 )    (1,480 )    (3,160 ) 
Operating profit $ 20,550   $ 43,690   $ 30,900   $ 84,350  
15. New Accounting Pronouncements

On December 30, 2002, the Company adopted SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." With the rescission of SFAS No. 4 and 64, only gains and losses from extinguishments of debt that meet the criteria of APB Opinion No. 30 are classified as extraordinary items. This statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." This statement amends SFAS No. 13, "Accounting for Leases," to eliminate the inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. As a result of the Company's adoption of SFAS No. 145, $62 million ($38 million, net of taxes of $24 million) extraordinary loss on early extinguishment of debt recorded for the six months ended June 30, 2002 has been reclassified as "loss on repurchase of debentures and early retirement of term loans" in other expense, net.

On December 30, 2002, the Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of the commitment to an exit or disposal plan. Accordingly, all costs associated with exit or disposal activities will be recognized when they are incurred effective with the Company's 2003 fiscal year. This Statement did not have a material effect on the Company's financial condition or results of operations.

13

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

On December 30, 2002, the Company also adopted Financial Accounting Standards Board ("FASB") Interpretation ("FIN") No. 45, "Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 clarifies disclosures that are required to be made for certain guarantees and establishes a requirement to record a liability at fair value for certain guarantees at the time of the guarantee's issuance. FIN No. 45 did not have any impact on the Company's financial condition, results of operations or required disclosures.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB 51." FIN No. 46 requires that the primary beneficiary in a variable interest entity consolidate the entity even if the primary beneficiary does not have a majority voting interest. The consolidation requirements of this Interpretation are required to be implemented for any variable interest entity created on or after January 31, 2003. In addition, FIN No. 46 requires disclosure of information regarding guarantees or exposures to loss relating to any variable interest entity existing prior to January 31, 2003 in financial statements issued after January 31, 2003. The Company completed its review of certain potential variable interest entities, which are lessors under some of its operating lease agreements, as well as the accounts receivable securitization facility, to determine the impact of FIN No. 46. The Company has determined that there will be no impact on the financial position or results of operations due to the adoption of this Interpretation.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This Statement amends Statement 133 for certain decisions made as part of the Derivatives Implementation Group process that effectively required amendments to Statement 133, in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative. This Statement is effective for contracts entered into or modified after June 30, 2003 (with exceptions) and for hedging relationships designated after June 30, 2003. The Company is currently reviewing the provisions of this Statement and will adopt it effective with the quarter ending September 28, 2003.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The Company is currently reviewing the provisions of this Statement and will adopt it effective with the quarter ending September 28, 2003.

16. Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes

The following condensed consolidating financial information presents:

(1) Condensed consolidating financial statements as of June 29, 2003 and December 29, 2002, and for the three and six months ended June 29, 2003 and June 30, 2002 of (a) Metaldyne Corporation, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis, and
(2) Elimination entries necessary to consolidate Metaldyne Corporation, the parent, with guarantor and non-guarantor subsidiaries.

The condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company's share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions.

14

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor
Condensed Consolidating Balance Sheets June 29, 2003


  Parent Guarantor Non-Guarantor Eliminations Consolidated
(In thousands)
Assets                              
Current assets:                              
Cash and cash equivalents $ —   $ 3,460   $ 3,620   $ —   $ 7,080  
Total receivables, net   —     26,270     171,190     —     197,460  
Inventories   —     55,710     25,140     —     80,850  
Deferred and refundable income taxes   —     3,550     960     —     4,510  
Prepaid expenses and other assets   —     27,880     6,290     —     34,170  
Total current assets   —     116,870     207,200     —     324,070  
Equity investments in affiliates   149,510     —     —     —     149,510  
Property and equipment, net   —     491,640     218,730     —     710,370  
Excess of cost over net assets of acquired companies   —     423,600     128,630     —     552,230  
Investment in subsidiaries   534,390     233,270     —     (767,660 )    —  
Intangible and other assets   —     253,460     20,770     —     274,230  
Total assets $ 683,900   $ 1,518,840   $ 575,330   $ (767,660 )  $ 2,010,410  
                               
Liabilities And Shareholders' Equity                              
Current liabilities:                              
Accounts payable $ —   $ 140,170   $ 45,100   $ —   $ 185,270  
Accrued liabilities   —     93,980     19,690     —     113,670  
Current maturities, long-term debt   —     99,050     2,790     —     101,840  
Total current liabilities   —     333,200     67,580     —     400,780  
Long-term debt   250,000     407,960     11,040     —     669,000  
Deferred income taxes   —     94,580     22,620     —     117,200  
Long-term liabilities   —     133,290     6,240     —     139,530  
Intercompany accounts, net   (250,000 )    15,420     234,580     —     —  
Total liabilities   —     984,450     342,060     —     1,326,510  
                               
Total redeemable stock   84,980     —     —     —     84,980  
                               
Shareholders' equity:                              
Preferred stock   —     —     —     —     —  
Common stock   42,730     —     —     —     42,730  
Paid-in capital   692,430     —     —     —     692,430  
Accumulated deficit   (160,490 )    —     —     —     (160,490 ) 
Accumulated other comprehensive income   24,250     —     —     —     24,250  
Investment by Parent/Guarantor   —     534,390     233,270     (767,660 )    —  
Total shareholders' equity   598,920     534,390     233,270     (767,660 )    598,920  
                               
Total liabilities, redeemable stock and shareholders' equity $ 683,900   $ 1,518,840   $ 575,330   $ (767,660 )  $ 2,010,410  

15

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor
Condensed Consolidating Balance Sheets December 29, 2002

(In thousands)


  Parent Guarantor Non-Guarantor Eliminations Consolidated
Assets                  
Current assets:                              
Cash and cash equivalents $ —   $ 14,610   $ 4,520   $ —   $ 19,130  
Total receivables, net   —     33,610     153,260     —     186,870  
Inventories   —     55,700     21,120     —     76,820  
Deferred and refundable income taxes   —     22,620     930     —     23,550  
Prepaid expenses and other assets   —     23,620     5,520     —     29,140  
Total current assets   —     150,160     185,350     —     335,510  
Equity investments in affiliates   147,710     —     —     —     147,710  
Property and equipment, net   —     496,670     200,840     —     697,510  
Excess of cost over net assets of acquired companies   —     355,560     196,540     —     552,100  
Investment in subsidiaries   517,900     234,980     —     (752,880 )    —  
Intangible and other assets   —     284,320     1,900     —     286,220  
Total assets $ 665,610   $ 1,521,690   $ 584,630   $ (752,880 )  $ 2,019,050  
Liabilities And Shareholders' Equity                              
Current liabilities:                              
Accounts payable $ —   $ 133,920   $ 52,520   $ —   $ 186,440  
Accrued liabilities   —     78,980     29,350     —     108,330  
Current maturities, long-term debt   —     95,030     4,870     —     99,900  
Total current liabilities   —     307,930     86,740     —     394,670  
Long-term debt   250,000     409,190     9,770     —     668,960  
Deferred income taxes   —     126,520     19,990     —     146,510  
Long-term liabilities   —     137,810     5,490     —     143,300  
Intercompany accounts, net   (250,000 )    22,340     227,660     —     —  
Total liabilities   —     1,003,790     349,650     —     1,353,440  
Total redeemable stock   85,180     —     —     —     85,180  
Shareholders' equity:                              
Preferred stock   —     —     —     —     —  
Common stock   42,650     —     —     —     42,650  
Paid-in capital   684,870     —     —     —     684,870  
Accumulated deficit   (147,100 )    —     —     —     (147,100 ) 
Accumulated other comprehensive income   10     —     —     —     10  
Investment by Parent/Guarantor   —     517,900     234,980     (752,880 )    —  
Total shareholders' equity   580,430     517,900     234,980     (752,880 )    580,430  
Total liabilities, redeemable stock and shareholders' equity $ 665,610   $ 1,521,690   $ 584,630   $ (752,880 )  $ 2,019,050  

16

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Operations
Three Months Ended June 29, 2003

(In thousands)


  Parent Guarantor Non-Guarantor Eliminations Consolidated
Net sales $ —   $ 300,250   $ 90,040   $     —   $ 390,290  
Cost of sales   —     (268,300 )    (71,480 )    —     (339,780 ) 
Gross profit   —     31,950     18,560     —     50,510  
Selling, general and administrative expenses   —     (25,470 )    (1,580 )    —     (27,050 ) 
Restructuring charges   —     (2,330 )    —     —     (2,330 ) 
Legacy restricted stock award
expense		   —     (460 )    (120 )    —     (580 ) 
Operating profit   —     3,690     16,860     —     20,550  
Other income (expense), net:                              
Interest expense   —     (16,910 )    (330 )    —     (17,240 ) 
Equity earnings (loss) from affiliates   (80 )    —     —     —     (80 ) 
Other, net   —     (1,850 )    (1,910 )    —     (3,760 ) 
Other expense, net   (80 )    (18,760 )    (2,240 )    —     (21,080 ) 
Income (loss) before income taxes   (80 )    (15,070 )    14,620     —     (530 ) 
Income tax expense (benefit)   —     (5,140 )    4,130     —     (1,010 ) 
Equity in net income of subsidiaries   560     (560 )    —     —     —  
Net income (loss) $ 480   $ (10,490 )  $ 10,490   $ —   $ 480  
Preferred stock dividends   2,280     —     —     —     2,280  
Earnings (loss) attributable to common stock $ (1,800 )  $ (10,490 )  $ 10,490   $ —   $ (1,800 ) 

17

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Operations
Three Months Ended June 30, 2002

(In thousands)


  Parent Guarantor Non-Guarantor Eliminations Consolidated
Net sales $ —   $ 318,490   $ 212,180   $ (210 )  $ 530,460  
Cost of sales   —     (275,170 )    (157,560 )    210     (432,520 ) 
Gross profit   —     43,320     54,620     —     97,940  
Selling, general and administrative expenses   —     (28,560 )    (24,610 )    —     (53,170 ) 
Legacy restricted stock award
expense		   —     (1,080 )    —     —     (1,080 ) 
Operating profit   —     13,680     30,010     —     43,690  
Other income (expense), net:                              
Interest expense   —     (28,220 )    (280 )    —     (28,500 ) 
Loss on repurchase of debentures and early retirement of term loans   —     (62,000 )    —     —     (62,000 ) 
Loss on interest rate arrangements upon early retirement of term loans   —     (7,550 )    —     —     (7,550 ) 
Equity earnings (loss) from affiliates   2,780     —     —     —     2,780  
Other, net   —     (2,620 )    (2,340 )    —     (4,960 ) 
Other income (expense), net   2,780     (100,390 )    (2,620 )    —     (100,230 ) 
Income (loss) before income taxes   2,780     (86,710 )    27,390     —     (56,540 ) 
Income tax expense (benefit)   —     (53,380 )    11,630     —     (41,750 ) 
Equity in net income of subsidiaries   (17,570 )    17,570     —     —     —  
Net income (loss) $ (14,790 )  $ (15,760 )  $ 15,760   $ —   $ (14,790 ) 
Preferred stock dividends   1,700     —     —     —     1,700  
Earnings (loss) attributable to common stock $ (16,490 )  $ (15,760 )  $ 15,760   $ 0   $ (16,490 ) 

18

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Operations
Six Months Ended June 29, 2003

(In thousands)


  Parent Guarantor Non-Guarantor Eliminations Consolidated
Net sales $ —   $ 595,960   $ 175,650   $ —   $ 771,610  
Cost of sales   —     (540,090 )    (139,490 )    —     (679,580 ) 
Gross profit   —     55,870     36,160     —     92,030  
Selling, general and administrative expenses   —     (50,570 )    (5,220 )    —     (55,790 ) 
Restructuring charges   —     (2,560 )    (1,300 )    —     (3,860 ) 
Legacy restricted stock award
expense		   —     (1,180 )    (300 )    —     (1,480 ) 
Operating profit   —     1,560     29,340     —     30,900  
Other income (expense), net:                              
Interest expense   —     (34,340 )    (780 )    —     (35,120 ) 
Equity earnings (loss) from affiliates   (2,710 )    —     —     —     (2,710 ) 
Other, net   —     (2,710 )    (2,510 )    —     (5,220 ) 
Other expense, net   (2,710 )    (37,050 )    (3,290 )    —     (43,050 ) 
Income (loss) before income taxes   (2,710 )    (35,490 )    26,050     —     (12,150 ) 
Income tax expense (benefit)   —     (12,520 )    9,260     —     (3,260 ) 
Equity in net income of subsidiaries   (6,180 )    6,350     —     (170 )    —  
Net income (loss) $ (8,890 )  $ (16,620 )  $ 16,790   $ (170 )  $ (8,890 ) 
Preferred stock dividends   4,500     —     —     —     4,500  
Earnings (loss) attributable to common stock $ (13,390 )  $ (16,620 )  $ 16,790   $ (170 )  $ (13,390 ) 

19

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Operations
Six Months Ended June 30, 2002

(In thousands)


  Parent Guarantor Non-Guarantor Eliminations Consolidated
Net sales $ —   $ 620,760   $ 469,950   $ (380 )  $ 1,090,330  
Cost of sales   —     (547,200 )    (342,750 )    380     (889,570 ) 
Gross profit   —     73,560     127,200     —     200,760  
Selling, general and administrative expenses   —     (49,010 )    (64,240 )    —     (113,250 ) 
Legacy restricted stock award
expense		   —     (3,160 )    —     —     (3,160 ) 
Operating profit   —     21,390     62,960     —     84,350  
Other income (expense), net:                              
Interest expense   —     (55,960 )    (660 )    —     (56,620 ) 
Loss on repurchase of debentures and early retirement of term loans   —     (62,000 )    —     —     (62,000 ) 
Loss on interest rate arrangements upon early retirement of term loans   —     (7,550 )    —     —     (7,550 ) 
Equity earnings (loss) from affiliates   2,330     —     —     —     2,330  
Other, net   —     (6,420 )    (1,260 )    —     (7,680 ) 
Other income (expense), net   2,330     (131,930 )    (1,920 )    —     (131,520 ) 
Income (loss) before income taxes and cumulative effect of a change in accounting principle   2,330     (110,540 )    61,040     —     (47,170 ) 
Income tax expense (benefit)   —     (62,740 )    24,500     —     (38,240 ) 
Income (loss) before cumulative effect of a change in accounting principle   2,330     (47,800 )    36,540     —     (8,930 ) 
Cumulative effect of a change in recognition and measurement of goodwill impairment   —     (36,630 )    —     —     (36,630 ) 
Equity in net income of subsidiaries   (47,890 )    38,800     —     9,090     —  
Net income (loss) $ (45,560 )  $ (45,630 )  $ 36,540   $ 9,090   $ (45,560 ) 
Preferred stock dividends   3,410     —     —     —     3,410  
Earnings (loss) attributable to common stock $ (48,970 )  $ (45,630 )  $ 36,540   $ 9,090   $ (48,970 ) 

20

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Cash Flows
Six Months Ended June 29, 2003

(In thousands)


  Parent Guarantor Non-Guarantor Eliminations Consolidated
Cash flows from operating activities:                              
Net cash provided by (used for) operating activities $ —   $ 39,550   $ (15,650 )  $     —   $ 23,900  
Cash flows from investing activities:                              
Capital expenditures   —     (45,460 )    (12,330 )    —     (57,790 ) 
Proceeds from sale/leaseback of fixed assets   —     8,460     —           8,460  
Disposition of business   —     —     22,570           22,570  
Proceeds from sale of TriMas shares   20,000     —     —           20,000  
Acquisition of business, net   —     (7,650 )    —           (7,650 ) 
Investment in joint venture   —     (20,000 )    —     —     (20,000 ) 
Net cash provided by (used for) investing activities   20,000     (64,650 )    10,240     —     (34,410 ) 
Cash flows from financing activities:                              
Principal payments of term loan facilities   —     (500 )    —     —     (500 ) 
Proceeds of revolving credit facility   —     180,000     —     —     180,000  
Principal payments of revolving credit facility   —     (180,000 )    —     —     (180,000 ) 
Proceeds of other debt   —     1,690     1,420     —     3,110  
Principal payments of other debt   —     (1,850 )    (2,300 )    —     (4,150 ) 
Change in intercompany accounts   (20,000 )    14,610     5,390     —     —  
Net cash provided by (used for) financing activities   (20,000 )    13,950     4,510     —     (1,540 ) 
Net increase (decrease) in cash   —     (11,150 )    (900 )    —     (12,050 ) 
Cash and cash equivalents, beginning of period   —     14,610     4,520     —     19,130  
Cash and cash equivalents, end of period $ —   $ 3,460   $ 3,620   $ —   $ 7,080  

21

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Cash Flows
Six Months Ended June 30, 2002

(In thousands)


  Parent Guarantor Non-Guarantor Eliminations Consolidated
Cash flows from operating activities:                              
Net cash used for operating activities $ —   $ (3,970 )  $ (113,780 )  $     —   $ (117,750 ) 
Cash flows from investing activities:                              
Capital expenditures   —     (34,640 )    (22,570 )    —     (57,210 ) 
Proceeds from sale/leaseback of fixed assets   —     33,370     —     —     33,370  
Disposition of business         —     840,000           840,000  
Other, net   —     (2,010 )    1,510     —     (500 ) 
Net cash provided by (used for) investing activities   —     (3,280 )    818,940     —     815,660  
Cash flows from financing activities:                              
Proceeds of term loan facilities   —     400,000     —     —     400,000  
Principal payments of term loan facilities   —     (671,850 )    (440,600 )    —     (1,112,450 ) 
Proceeds of revolving credit facility   —     275,400     —     —     275,400  
Principal payments of revolving credit facility   —     (275,400 )    —     —     (275,400 ) 
Proceeds of senior subordinated notes due 2012   250,000     —     —     —     250,000  
Principal payments of convertible subordinated debentures, due 2003
(net of $1.2 million non-cash portion
of repurchase)		   —     (128,280 )    —     —     (128,280 ) 
Principal payments of other debt   —     (2,720 )    (1,100 )    —     (3,820 ) 
Restricted cash related to the convertible subordinated notes   —     (77,000 )    —     —     (77,000 ) 
Capitalization of debt refinancing fees   —     (11,590 )    —     —     (11,590 ) 
Penalties on early extinguishment of debt   —     (6,480 )    —     —     (6,480 ) 
Other, net   —     (2,710 )    5,180     —     2,470  
Change in intercompany accounts   (250,000 )    518,390     (268,390 )    —     —  
Net cash provided by (used for) financing activities   —     17,760     (704,910 )    —     (687,150 ) 
Net increase (decrease) in cash   —     10,510     250     —     10,760  
Cash and cash equivalents, beginning of period   —     —     —     —     —  
Cash and cash equivalents, end of period $ —   $ 10,510   $ 250   $ —   $ 10,760  

22

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

In addition to net income and other financial measures, the Company uses Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization ("Adjusted EBITDA") as an indicator of our operating performance and as a measure of our cash generating capabilities. Adjusted EBITDA is the financial performance measure used by the Chief Executive Officer, Chief Financial Officer and management to evaluate the Company's operating performance. The Company defines Adjusted EBITDA as operating profit plus depreciation and amortization plus legacy stock award expense (representing contractual obligations from the November 2000 acquisition, which will runoff completely in 2003).

Adjusted EBITDA does not represent and should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure for determining operating performance or liquidity that is calculated in accordance with generally accepted accounting principles. Further, Adjusted EBITDA, as we calculate it, may not be comparable to calculations of similarly titled measures by other companies.

23

Results of Operations

Quarter Ended June 29, 2003 Versus June 30, 2002


  (In thousands)
Three Months Ended
  June 29, 2003 June 30, 2002
Sales
Automotive Group            
Chassis $ 30,550   $ 42,010  
Driveline   203,110     217,940  
Engine   156,630     132,870  
Automotive Group   390,290     392,820  
TriMas Group (1)   —     137,640  
Total Company $ 390,290   $ 530,460  
Adjusted EBITDA and Operating Profit (2)            
Automotive Group            
Chassis $ 2,360   $ 4,600  
Driveline   22,950     28,450  
Engine   27,200     19,760  
Automotive Operating Adjusted EBITDA   52,510     52,810  
Automotive/centralized resources ("Corporate")   (3,760 )    (4,100 ) 
Automotive Group Adjusted EBITDA   48,750     48,710  
Depreciation and amortization   (27,620 )    (24,090 ) 
Legacy stock award expense   (580 )    (1,200 ) 
Automotive Group operating profit   20,550     23,420  
TriMas Group Adjusted EBITDA (1)   —     26,230  
Depreciation and amortization (1)   —     (6,080 ) 
Legacy stock award expense (1)   —     120  
Total Company operating profit $ 20,550   $ 43,690  
Total Company Adjusted EBITDA $ 48,750   $ 74,940  
Other Income and Expense and Net Loss            
Other expense, net:            
Interest expense $ (17,240 )  $ (28,500 ) 
Loss on repurchase of debentures and early retirement of term loans   —     (62,000 ) 
Loss on interest rate arrangements upon early retirement of term loans   —     (7,550 ) 
Equity gain (loss) from affiliates, net   (80 )    2,780  
Other, net   (3,760 )    (4,960 ) 
Other expense, net   (21,080 )    (100,230 ) 
             
Loss before income taxes   (530 )    (56,540 ) 
Income taxes (credit)   (1,010 )    (41,750 ) 
Net income (loss) $ 480   $ (14,790 ) 
(1) TriMas Group is included in our financial results through June 6, 2002, the date of our divestiture.
(2) Adjusted EBITDA is defined as operating profit before depreciation, amortization and legacy restricted stock award expense. Adjusted EBITDA-related information is presented in the manner as defined herein because we believe it is a widely accepted financial indicator of a company's ability to service and/or incur indebtedness. Adjusted EBITDA is the financial performance measure used by the Chief Executive Officer, Chief Financial Officer and management to evaluate the Company's operating performance. Operating profit is the most closely applicable financial measure calculated based on generally accepted accounting principles. However, Adjusted EBITDA-related information should not be considered as an alternative to net income as a measure of operating results or to cash flows as a measure of liquidity in accordance with generally accepted accounting principles. Because Adjusted EBITDA-related information is not calculated identically by all companies, the presentation in this report is not likely to be comparable to those disclosed by other companies.

24

Reconciliation of Operating Profit to Adjusted EBITDA


  Three Months Ended
  June 29, 2003 June 30, 2002
Automotive Group            
Chassis            
Operating profit $ 1,040   $ 3,450  
Depreciation and amortization   1,320     1,150  
Adjusted EBITDA   2,360     4,600  
             
Driveline            
Operating profit   10,180     16,140  
Depreciation and amortization   12,770     12,310  
Adjusted EBITDA   22,950     28,450  
             
Engine            
Operating profit   15,590     13,390  
Depreciation and amortization   11,610     6,370  
Engine Adjusted EBITDA   27,200     19,760  
             
Automotive            
Operating profit   26,810     32,980  
Depreciation and amortization   25,700     19,830  
Adjusted EBITDA   52,510     52,810  
             
Automotive/centralized resources ("Corporate")            
Operating loss   (6,260 )    (9,560 ) 
Depreciation and amortization   1,920     4,260  
Legacy stock award expense   580     1,200  
Adjusted EBITDA   (3,760 )    (4,100 ) 
             
Total Automotive Group            
Operating profit   20,550     23,420  
Depreciation and amortization   27,620     24,090  
Legacy stock award expense   580     1,200  
Adjusted EBITDA   48,750     48,710  
             
TriMas Group            
Operating profit   —     20,270  
Depreciation and amortization   —     6,080  
Legacy stock award expense   —     (120 ) 
Adjusted EBITDA   —     26,230  
             
Total Company            
Operating profit   20,550     43,690  
Depreciation and amortization   27,620     30,170  
Legacy stock award expense   580     1,080  
Adjusted EBITDA $ 48,750   $ 74,940  

Due to the divestiture of our TriMas subsidiary in June 2002, the consolidated results for the second quarter of 2003 and 2002 are not comparable. For purposes of the following discussion, TriMas results are

25

excluded, where applicable and quantifiable, and the performance of our Automotive Group operations is discussed on a comparable basis between periods.

Our Automotive Group sales for the second quarter of 2003 were $390.3 million, a decrease of approximately $2.5 million or 0.6% versus the comparable period of 2002. The primary drivers of this decrease were an approximate 13.0% and 11.3% decline in North American production for our two largest customers, combined with a 2.7% decline in European vehicle production. Additionally, 2003 sales were negatively impacted by customer pricing concessions and, in the Chassis segment, the sale of our Fitting's business of $3.0 million in May 2003. Offsetting this decrease were new business launches in the Engine segment of approximately $18.0 million, $6.3 million incremental sales associated with the acquisition of the Greensboro facility and a $12.7 million increase related to the relative strength of the euro versus the dollar in the second quarter of 2003 compared to the second quarter of 2002.

Gross profit was $50.5 million in the second quarter of 2003 versus $97.9 million in the comparable period in 2002. Excluding our former TriMas subsidiary, gross profit was $50.5 million or 12.9% of net sales in the second quarter of 2003 versus an approximate $54.4 million or 13.8% of net sales for the second quarter of 2002. The $3.9 million decrease is the net result of the sale of Fittings and pricing concessions discussed above, and $3.5 million of incremental depreciation expense.

Selling, general and administrative expenses were $27.1 million for the second quarter of 2003 versus $53.2 million in the comparable period in 2002. Excluding TriMas, selling, general and administrative charges approximated $29.7 million in the second quarter of 2002, or 7.6% of Automotive Group sales, versus an approximate $27.1 million in the second quarter of 2003, or 6.9% of Automotive Group sales. The net decrease in selling, general and administrative expenses is primarily related to net cost saving initiatives such as the Engine segment restructuring and the movement towards shared/centralized services.

Operating profit for the Automotive Group decreased to $20.6 million, or 5.3% of sales, in the second quarter of 2003 versus $23.4 million, or 6.0% of sales, in the second quarter of 2002. The primary drivers of the decrease were a $3.2 million increase in depreciation expense, $0.9 million of incremental lease expense and a $2.3 million restructuring charge related to headcount reductions.

Adjusted EBITDA for the Automotive Group was $48.8 million for the second quarter of 2003 versus $48.7 million for the second quarter of 2002. Restructuring efforts of $2.3 million and incremental lease expense of $0.9 million explained above were the primary contributors to the decline. Other factors such as cost increases for steel and aluminum and price concessions to customers were mostly offset by operational efficiencies and reductions in our selling, general and administrative expenses.

Interest expense was approximately $17.2 million for the second quarter of 2003 versus $28.5 million for the comparable period in 2002. This decrease is primarily due to a reduction in interest resulting from a lower average debt balance due to the sale of TriMas and an approximate 0.5% reduction in average LIBOR for the comparable periods in 2003 as compared to 2002. See "Liquidity and Capital Resources" section below for additional discussion of the reduction in debt levels from fiscal 2002.

Equity loss from affiliates was approximately $0.1 million for the second quarter of 2003 versus a gain of $2.8 million for the comparable period in 2002. Other, net was approximately $3.8 million in the second quarter of 2003 versus $5.0 million in the comparable period of 2002. This is the result of a decrease in debt fee amortization due to our debt refinancing in 2002 and a decrease in accounts receivable securitization financing fees due to decreased usage of our securitization facility in the second quarter of 2003 compared with the same period of 2002.

The provision for income taxes for the second quarter of 2003 was a benefit of $1.0 million as compared with a benefit of $41.8 million for the same period of 2002. The 2002 tax amount includes a tax benefit of $24.0 million for the loss on repurchase of debentures and early retirement of term loans as a result of our debt restructuring efforts in the second quarter of 2002. The provision for both years reflects the impact of foreign income taxed at rates greater than U.S. statutory rates, as well as state income taxes payable, even though the Company incurred a loss for U.S. tax purposes.

Net income was approximately $0.5 million for the second quarter of 2003 compared with a net loss of approximately $14.8 million for the same period of 2002, or a $15.3 million increase. This increase is due to the factors discussed above.

26

Segment Information

Sales for our Chassis segment decreased 27.3% in the second quarter of 2003 versus the comparable period of 2002, primarily driven by the closure in June 2002 of one of its manufacturing facilities and the sale in May 2003 of its Fittings business, which resulted in a $4.4 million and $3.0 million decrease in sales period over period, respectively. Excluding the effect of this closed facility and sale of business, the Chassis segment's revenue decreased slightly quarter over quarter. The remaining decrease is due to lower volumes in both the heavy truck and brake bracket business and customer pricing concessions. Operating profit for the Chassis segment declined from $3.4 million in the second quarter of 2002 to $1.0 million for the same period in 2003, while Adjusted EBITDA declined from $4.6 million to $2.4 million for the same period. The vast majority of this decrease related to the closure of the manufacturing facility, the 2003 sale of the Fittings business, customer pricing concessions and decrease in volumes for the quarter.

Our Engine segment revenue increased approximately 17.9% over the prior year due principally to new product launches. Adjusting for the impact of currency fluctuations, the Engine segment's revenues increased by approximately 14.1% over the same period in 2002. Operating profit for the segment increased from $13.4 million in the second quarter of 2002 to $15.6 million for the same period in 2003, while Adjusted EBITDA increased from $19.8 million to $27.2 million for the same period. The increase is primarily attributable to the increase in sales and cost reduction efforts but is offset by customer pricing concessions, increased launch and development costs and approximately $0.5 million of incremental leasing expense.

Our Driveline segment revenue decreased 6.8% versus the comparable period of 2002, or approximately 10.4% after adjusting for currency fluctuations. In addition to the decrease in North American vehicle build for our largest two customers, the loss of certain customer contracts and continued pricing pressure from our core North American customer base contributed to the decline. Offsetting this decrease was the incremental sales associated with the acquisition of the Greensboro facility in May 2003.

The Driveline segment is rapidly working to replace the lost sales and has received contracts beginning in 2003 that are expected to help mitigate the effect of the lost business. Operating profit for the segment decreased from $16.1 million in the second quarter of 2002 to $10.2 million in the second quarter of 2003, while Adjusted EBITDA decreased from $28.5 million to $23.0 million in the first quarter of 2002 and 2003, respectively. In addition to volume declines, the primary drivers of this decrease relate to material price increases for steel and aluminum combined with price concessions to customers outweighing the manufacturing cost reductions and efficiencies we were able to achieve during the quarter. Historically, price concessions to customers have been offset by advancements in engineering or manufacturing processes that allow us to reduce costs and selling prices. However, in 2003 the impact of the Section 201 steel tariffs and increases in our cost to procure aluminum negatively impacted this historical relationship and negatively impacted our 2003 performance.

Automotive/centralized resources ("Corporate") operating loss was $6.3 million in the second quarter of 2003 versus $9.6 million for the comparable period in 2002, while Adjusted EBITDA was $(3.8) million and $(4.1) million for the second quarter of 2003 and 2002, respectively. We are beginning to realize the benefits of our shared services initiatives to centralize standard processes and reduce redundant costs throughout our Company (e.g. capability in sales, procurement, IT infrastructure, finance expertise, etc.). The majority of shared services initiatives were completed in the fourth quarter of 2002, and as a result, we have started to see a decrease in selling, general and administrative costs in the Automotive segments in 2003.

27

Six Months Ended June 29, 2003 Versus June 30, 2002


  (In thousands)
Six Months Ended		  
  June 29, 2003 June 30, 2002
Sales
Automotive Group            
Chassis $ 63,050   $ 78,890  
Driveline   403,760     421,270  
Engine   304,800     261,590  
Automotive Group   771,610     761,750  
TriMas Group (1)   —     328,580  
Total Company $ 771,610   $ 1,090,330  
Adjusted EBITDA and Operating Profit (2)            
Automotive Group            
Chassis $ 4,120   $ 7,880  
Driveline   41,850     51,660  
Engine   48,040     38,090  
Automotive Operating Adjusted EBITDA   94,010     97,630  
Automotive/centralized resources ("Corporate")   (8,920 )    (8,980 ) 
Automotive Group Adjusted EBITDA   85,090     88,650  
Depreciation and amortization   (52,710 )    (47,540 ) 
Legacy stock award expense   (1,480 )    (2,900 ) 
Automotive Group operating profit   30,900     38,210  
TriMas Group Adjusted EBITDA (1)   —     62,410  
Depreciation and amortization (1)   —     (16,010 ) 
Legacy stock award expense (1)   —     (260 ) 
Total Company operating profit $ 30,900   $ 84,350  
Total Company Adjusted EBITDA $ 85,090   $ 151,060  
Other Income and Expense and Net Loss            
Other expense, net:            
Interest expense $ (35,120 )  $ (56,620 ) 
Loss on repurchase of debentures and early retirement of term loans   —     (62,000 ) 
Loss on interest rate arrangements upon early retirement of term loans   —     (7,550 ) 
Equity gain (loss) from affiliates, net   (2,710 )    2,330  
Other, net   (5,220 )    (7,680 ) 
Other expense, net   (43,050 )    (131,520 ) 
             
Loss before income taxes   (12,150 )    (47,170 ) 
Income taxes (credit)   (3,260 )    (38,240 ) 
Net income (loss) $ (8,890 )  $ (8,930 ) 
(1) TriMas Group is included in our financial results through June 6, 2002, the date of our divestiture.
(2) Adjusted EBITDA is defined as operating profit before depreciation, amortization and legacy restricted stock award expense. Adjusted EBITDA-related information is presented in the manner as defined herein because we believe it is a widely accepted financial indicator of a company's ability to service and/or incur indebtedness. Adjusted EBITDA is the financial performance measure used by the Chief Executive Officer, Chief Financial Officer and management to evaluate the Company's operating performance. Operating profit is the most closely applicable financial measure calculated based on generally accepted accounting principles. However, Adjusted EBITDA-related information should not be considered as an alternative to net income as a measure of operating results or to cash flows as a measure of liquidity in accordance with generally accepted accounting principles. Because Adjusted EBITDA-related information is not calculated identically by all companies, the presentation in this report is not likely to be comparable to those disclosed by other companies.

28

Reconciliation of Operating Profit to Adjusted EBITDA


  Six Months Ended
  June 29, 2003 June 30, 2002
Automotive Group            
Chassis            
Operating profit $ 1,350   $ 4,820  
Depreciation and amortization   2,770     3,060  
Adjusted EBITDA   4,120     7,880  
             
Driveline            
Operating profit   16,480     28,820  
Depreciation and amortization   25,370     22,840  
Adjusted EBITDA   41,850     51,660  
             
Engine            
Operating profit   27,290     22,140  
Depreciation and amortization   20,750     15,950  
Engine Adjusted EBITDA   48,040     38,090  
             
Automotive            
Operating profit   45,120     55,780  
Depreciation and amortization   48,890     41,850  
Adjusted EBITDA   94,010     97,630  
             
Automotive/centralized resources ("Corporate")            
Operating loss   (14,220 )    (17,570 ) 
Depreciation and amortization   3,820     5,690  
Legacy stock award expense   1,480     2,900  
Adjusted EBITDA   (8,920 )    (8,980 ) 
             
Total Automotive Group            
Operating profit   30,900     38,210  
Depreciation and amortization   52,710     47,540  
Legacy stock award expense   1,480     2,900  
Adjusted EBITDA   85,090     88,650  
             
TriMas Group            
Operating profit   —     46,140  
Depreciation and amortization   —     16,010  
Legacy stock award expense   —     260  
Adjusted EBITDA   —     62,410  
             
Total Company            
Operating profit   30,900     84,350  
Depreciation and amortization   52,710     63,550  
Legacy stock award expense   1,480     3,160  
Adjusted EBITDA $ 85,090   $ 151,060  

Due to the divestiture of our TriMas subsidiary in June 2002, the consolidated results for the first six months of 2003 and 2002 are not comparable. For purposes of the following discussion, TriMas results are

29

excluded, where applicable and quantifiable, and the performance of our Automotive Group operations is discussed on a comparable basis between periods.

Our Automotive Group sales for the first six months of 2003 were $771.6 million, an increase of approximately $9.9 million or 1.3% versus the comparable period of 2002. The primary drivers of this increase were new business launches in the Engine segment, incremental sales associated with the acquisition of the Greensboro facility in May 2003 and a $23.9 million increase related to the relative strength of the euro versus the dollar in the first six months of 2003 compared to the same period in 2002. Offsetting this increase was an approximate 7.2% and 7.3% decline in North American production of our two largest customers, combined with a 1.5% decline in our customers' European vehicle production. Additionally, 2003 sales were negatively impacted by customer pricing concessions and the loss of certain customer contracts in our Driveline segment.

Gross profit was $92.0 million in the first six months of 2003 versus $200.8 million in the comparable period in 2002. Excluding our former TriMas subsidiary, gross profit was $92.0 million or 11.9% of net sales in the first six months of 2003 versus an approximate $100.2 million or 13.2% of net sales for the first six months of 2002. The $8.2 million decrease is the net combination of several offsetting factors, but primarily represents an incremental $5.2 million in depreciation expense and $1.7 million of incremental lease expense for the period.

Selling, general and administrative expenses were $55.8 million for the first six months of 2003 versus $113.3 million in the comparable period in 2002. Excluding TriMas, selling, general and administrative charges approximated $59.1 million in the first six months of 2002, or 7.8% of Automotive Group sales, versus an approximate $55.8 million in the first six months of 2003, or 7.2% of Automotive Group sales. The net decrease in selling, general and administrative expenses is primarily related to net cost saving initiatives such as the Engine segment restructuring and the movement towards shared/centralized services.

Operating profit for the Automotive Group decreased to $30.9 million, or 4.0% of sales, in the first six months of 2003 versus $38.2 million, or 5.0% of sales, in the first six months of 2002. In addition to the above discussion, incremental depreciation expense of $5.2 million, incremental lease expense of $1.7 million and restructuring efforts of $3.9 million negatively impacted 2003 results offset by operational efficiencies.

Adjusted EBITDA for the Automotive Group was $85.1 million in the first six months of 2003 versus $88.7 million in the comparable period of 2002. Restructuring efforts of $3.9 million and incremental lease expense of $1.7 million were mostly made up with improvements in our Engine segment. Other factors such as cost increases for steel and aluminum and price concessions to customers were mostly offset by operational efficiencies and reductions in our selling, general and administrative expenses.

Interest expense was approximately $35.1 million for the first six months of 2003 versus $56.6 million for the comparable period in 2002. This decrease is primarily due to a reduction in interest resulting from a lower average debt balance and an approximate 0.5% reduction in average LIBOR for the comparable periods in 2003 as compared to 2002. See "Liquidity and Capital Resources" section below for additional discussion of the reduction in debt levels from fiscal 2002.

Equity loss from affiliates was approximately $2.7 million for the first six months of 2003 versus a gain of $2.3 million for the comparable period in 2002. Other, net expense was approximately $5.2 million in the first six months of 2003 versus $7.7 million in the comparable period of 2002. This is the result of a decrease in debt fee amortization due to our debt refinancing in 2002 and a decrease in accounts receivable securitization financing fees due to decreased usage of our securitization facility in the first six months of 2003 compared with the same period of 2002.

The provision for income taxes for the first six months of 2003 was a benefit of $3.3 million as compared with a benefit of $38.2 million for the same period of 2002. The 2002 tax amount includes a tax benefit of $24.0 million for the loss on repurchase of debentures and early retirement of term loans as a result of our debt restructuring efforts in the second quarter of 2002. The provision for both years reflects the impact of foreign income taxed at rates greater than U.S. statutory rates, as well as state income taxes payable, even though the Company incurred a loss for U.S. tax purposes.

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Net loss before cumulative effect of change in accounting principle was approximately $8.9 million for the first six months of 2003, which is consistent with the same period of 2002. These results are due to the factors discussed above.

A non-cash, after-tax charge of $36.6 million was taken as of January 1, 2002 resulting from our transitional impairment test required to measure the amount of any goodwill impairment of our former TriMas subsidiary, as required by SFAS No. 142, "Goodwill and Other Intangible Assets." Consistent with the requirements of SFAS No. 142, we recognized this impairment charge as the cumulative effect of change in accounting principle as of January 1, 2002.

Segment Information

Sales for our Chassis segment decreased 20.1% in the first six months of 2003 versus the comparable period of 2002, primarily driven by the closure in June 2002 of one of its manufacturing facilities and sale of the Fittings business in May 2003 which resulted in a $8.5 million and $3.0 million decrease in sales period over period, respectively. Excluding the effect of this closed facility and sale of business, the Chassis segment's revenue decreased $4.3 million period over period due to volume reductions and customer pricing concessions. Operating profit for the Chassis segment declined from $4.8 million in the first six months of 2002 to $1.4 million for the same period in 2003, while Adjusted EBITDA declined from $7.9 million to $4.1 million for the same period. The vast majority of the decrease related to the closure of the manufacturing facility and sale of business.

Our Engine segment revenue increased approximately 16.5% over the prior year due principally to new product launches. Adjusting for the impact of currency fluctuations, the Engine segment's revenues increased by approximately 13.1% over the same period in 2002. Operating profit for the segment increased from $22.1 million in the first six months of 2002 to $27.3 million for the same period in 2003, while Adjusted EBITDA increased from $38.1 million to $48.0 million for the same period. The increase is primarily attributable to the increase in sales and cost reduction efforts in the first six months of 2003 but is offset by customer pricing concessions, increased launch and development costs, $1.5 million of charges related to the completion of its restructuring actions initiated in mid-2002 and approximately $1.0 million of incremental leasing expense.

Our Driveline segment revenue decreased 4.2% versus the comparable period of 2002, or approximately 7.7% after adjusting for currency fluctuations. In addition to the decrease in North American vehicle build for our largest two customers, the loss of certain customer contracts and continued pricing pressure from our core North American customer base contributed to the decline. Offsetting this decrease was the incremental sales associated with the acquisition of the Greensboro facility in May 2003.

The Driveline segment is rapidly working to replace the lost sales and has received contracts beginning in 2003 that are expected to help mitigate the effect of the lost business. Operating profit for the segment decreased from $28.8 million in the first six months of 2002 to $16.5 million in the first six months of 2003, while Adjusted EBITDA decreased from $51.7 million to $41.9 million in the first six months of 2002 and 2003, respectively. In addition to volume declines, the primary drivers of this decrease relate to material price increases for steel and aluminum combined with price concessions to customers outweighing the manufacturing cost reductions and efficiencies we were able to achieve during the quarter. Historically, price concessions to customers have been offset by advancements in engineering or manufacturing processes that allow us to reduce costs and selling prices. However, in 2003 the impact of the Section 201 steel tariffs and increases in our cost to procure aluminum negatively impacted this historical relationship and negatively impacted our 2003 performance. Further impacting our Driveline segment were several operational issues experienced during the quarter ended March 30, 2003, including difficulty in launching two new products, unexpected maintenance issues in one of its high volume manufacturing facilities and the consolidation of two of its manufacturing facilities.

Automotive/centralized resources ("Corporate") operating loss was $14.2 million in the first six months of 2003 versus $17.6 million for the comparable period in 2002, while Adjusted EBITDA was $(8.9) million and $(9.0) million for the first six months of 2003 and 2002, respectively. However, we are beginning to realize the benefits of our shared services initiatives to centralize standard processes and reduce redundant costs throughout our Company (e.g. capability in sales, procurement, IT infrastructure,

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finance expertise, etc.). The majority of shared services initiatives were completed in the fourth quarter of 2002, and as a result, we have started to see a decrease in selling, general and administrative costs in the Automotive segments in 2003.

Liquidity and Capital Resources

Liquidity.    On July 15, 2003, our credit agreement was amended, resulting in an increase in future available liquidity. In accordance with the amended credit agreement, liquidity is anticipated to increase to approximately $140 million in the third quarter. At June 29, 2003, we had $7.1 million in cash and our funding under the accounts receivable securitization facility and revolving credit facility was zero.

Principal Sources of Liquidity.    Our principal sources of liquidity are cash flow from operations, our revolving credit facility and our accounts receivable securitization facility. We have significant unutilized capacity under our revolving credit facility and accounts receivable facility that may be utilized for acquisitions, investments or capital expenditure needs. We believe that our liquidity and capital resources including anticipated cash flow from operations will be sufficient to meet debt service, capital expenditure and other short-term and long-term obligations and needs, but we are subject to unforeseeable events and the risk that we are not successful in implementing our business strategies.

Debt, Capitalization and Available Financing Sources.    In 2002, we entered into two arrangements to refinance our long-term debt. In the first arrangement, we issued $250 million aggregate principal amount of 11% senior subordinated notes due 2012. In connection with the 11% senior subordinated notes offering described above, we also amended and restated our credit facility to replace the original tranche A, B and C term loans with a new $400 million tranche D term loan payable in semi-annual installments of $0.5 million with the remaining outstanding balance due December 31, 2009. In addition to the term loan, the credit facility also includes a revolving credit facility with a principal commitment of $250 million. The revolving credit facility matures on May 28, 2007. The obligations under the credit facility are collateralized by substantially all of our assets and are guaranteed by substantially all of our domestic subsidiaries.

Our debt as of June 29, 2003 and December 29, 2002 is summarized below.


  (In millions)
  June 29,
2003		 December 29,
2002
Senior credit facilities:            
Tranche D term loan facility $ 399   $ 399  
Revolving credit facility   —     —  
Total senior credit facility $ 399   $ 399  
11% senior subordinated notes, due 2012   250     250  
Other debt   20     20  
Total long-term debt   669     669  
4.5% subordinated debentures, due 2003 (face value $98.5 million)   95     91  
Other current maturities   7     9  
Total debt $ 771   $ 769  

Our working capital revolver facility has a blocked availability amount sufficient to meet our 2003 maturity of the $98.5 million face value 4.5% subordinated debentures. Further, we expect to have available liquidity from our revolver and accounts receivable securitization facility to repay our current debt maturities.

At June 29, 2003, we were contingently liable for standby letters of credit totaling $43 million (including $10 million related to the acquisition of the Greensboro facility) issued on our behalf by financial institutions. These letters of credit are used for a variety of purposes, including meeting various states' requirements in order to self-insure workers' compensation claims, including incurred but not reported claims.

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Cash Flows

Operating activities — Operating activities provided $23.9 million of cash for the first six months of 2003 as compared with a use of cash of $117.8 million in the comparable period of 2002. In 2002, we had a net payback of $167.4 million on the accounts receivable facility. Excluding this payment, operating activities decreased by $25.7 million over the comparable period, primarily due to the June 6, 2002 divestiture of TriMas. Additionally, cash flows for both periods were negatively impacted by the restricted stock award program of which final payment for this program will be made in the first quarter of 2004.

Investing activities — Investing activities resulted in a use of cash of $34.4 million for the first six months of 2003 as compared with a source of cash of $815.7 million for the comparable period of 2002. Our 2002 results are impacted by our disposition of TriMas for $840 million. Our 2003 results include the investment of $20 million in NC-M Chassis Systems, LLC joint venture, the acquisition of the Greensboro facility from Dana Corporation of $7.7 million and a reduction in sale-leaseback transactions in the first six months of 2003 as compared with 2002. These activities were offset by the disposition of our Fittings division for $22.6 million and proceeds from the sale of part of our equity investment in TriMas for $20 million. Proceeds from sale-leaseback transactions were $8.5 million for the first six months of 2003 as compared with $33.4 million for the comparable period in 2002. Capital expenditures were $57.8 million for the first six months of 2003 as compared with $57.2 million for the comparable period of 2002, or an increase of $0.6 million. 2002 capital expenditures include approximately $10 million related to TriMas prior to its disposition.

Financing activities — Financing activities resulted in a use of cash of $1.5 million for the first six months of 2003 as compared to $687.1 million in the comparable period of 2002. Our 2002 results were impacted by our disposition of TriMas, repayment of term debt, issuance of senior subordinated debt and a $38 million (net of taxes of $24 million) loss on the repurchase of the debentures and early retirement of the term loans. Cash of $77 million held in part to repay a portion of the 4.5% convertible subordinated debentures was restricted as to its use at June 30, 2002 and was reflected as an outflow of cash for the period presented. Our 2003 results reflect a net repayment of debt of $1.5 million for the first six months of the period.

Interest Rate Hedging Arrangements.    In February 2001, we entered into interest rate protection agreements with various financial institutions to hedge a portion of our interest rate risk related to the term loan borrowings under our credit facility. These agreements include two interest rate collars with a term of three years, a total notional amount of $200 million and a three month LIBOR interest rate cap and floor of 7% and 4.5%, respectively, and four interest rate caps at a three month LIBOR interest rate of 7% with a total notional amount of $314 million. The two interest rate collars and two of the interest rate caps totaling $200 million were redesignated to our new term loan borrowings in June 2002. The remaining two interest rate caps totaling $114 million no longer qualify for hedge accounting. Therefore, the unrealized gain or loss is recorded as other income or expense in the consolidated statement of operations beginning June 20, 2002.

Off-Balance Sheet Arrangements

Our Receivables Facility.    We have entered into an agreement to sell, on an ongoing basis, the trade accounts receivable of certain business operations to our wholly owned bankruptcy-remote, special purposes subsidiary, or MTSPC. MTSPC has sold and, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of domestic receivables, up to approximately $225 million, to a third party multi-seller receivables funding company, or conduit. Upon sale to the conduit, MTSPC holds a subordinated retained interest in the receivables. Under the terms of the agreement, new receivables are added to the pool as collections reduce previously sold receivables. We service, administer and collect the receivables on behalf of MTSPC and the conduit. The facility is an important source of liquidity to the Company. The receivables facility resulted in net expense of $2.0 million for the first six months of 2003.

The facility is subject to customary termination events, including, but not limited to, breach of representations or warranties, the existence of any event that materially adversely affects the collectibility of receivables or performance by a seller and certain events of bankruptcy or insolvency. At June 29, 2003,

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none of our $225 million receivables facility was utilized, with $89 million available based upon the amount of our outstanding eligible receivables. The proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs. The agreement expires in November 2005. If we are unable to renew or replace this facility, it could adversely affect our liquidity and capital resources.

Sale-Leaseback Arrangements.    We have engaged in a number of sale-leaseback transactions since 2001. In March 2003, we entered into a sale-leaseback transaction with respect to certain manufacturing equipment for proceeds of approximately $8.5 million. All of our sale-leasebacks are accounted for as operating leases and the associated rent expense is included in our financial results on a straight-line basis.

Certain Other Commitments.    We have other cash commitments not relating to debt as well, such as those in respect to leases, preferred stock and restricted stock awards.

In November 2000, a group of investors led by Heartland and CSFB Private Equity acquired control of Metaldyne. Immediately following the November 2000 acquisition, we made restricted stock awards to certain employees of shares of our common stock. Under their terms, 25% of those shares became free of restriction, or vested upon the closing of the November 2000 acquisition and one quarter of the shares were due to vest on each January 14, 2002, 2003, and 2004. Holders of restricted stock are entitled to elect cash in lieu of 40% of their restricted stock which vested at closing and 100% of their restricted stock on each of the other dates with the shares valued at $16.90 per share, together with cash accruing at approximately 6% per annum; to the extent that cash is not elected, additional common stock valued at $16.90 per share is issuable in lieu of the 6% accretion. As a result of the elections made for the January 14, 2003 payment and restrictions under our credit facility, we paid approximately $16.3 million in cash to vested holders of restricted stock in January 2003. We are entitled to reimbursement of certain amounts from our former subsidiary TriMas, representing approximately 50% of our obligations related to these restricted stock awards and, accordingly, a receivable from TriMas is included in our consolidated balance sheet at June 29, 2003.

We also have outstanding $69.1 million in aggregate liquidation value of Series A and Series B preferred stock in respect of which we have the option to pay cash dividends, subject to the terms of our debt instruments, at rates of 13% and 11.5%, respectively, per annum initially and to effect a mandatory redemption in December 2012 and June 2013, respectively. For periods that we do not pay cash dividends on the Series A preferred stock, an additional 2% per annum of dividends is accrued. In the event of a change in control or certain qualified equity offerings, we may be required to make an offer to repurchase our outstanding preferred stock. We may not be permitted to do so and may lack the financial resources to satisfy these obligations. Consequently, upon these events, it may become necessary to recapitalize our company or secure consents.

In the November 2000 recapitalization of the Company, our shares were converted into the right to receive $16.90 in cash plus additional cash amounts based upon the net proceeds of the disposition of the stock of Saturn Electronics & Engineering Inc. held by Metaldyne. Although no disposition of the stock of Saturn was made prior to the merger or has been made to date, former holders of our common stock as of the merger will be entitled to amounts based upon the net proceeds, if any, from any future disposition of that stock if and when a disposition is completed. The amount, which will be paid to such former stockholders will equal the proceeds in excess of $18 million and less than or equal to $40 million, any proceeds in excess of $55.7 million and less than or equal to $56.7 million as well as 60% of any such proceeds in excess of $56.7 million. All other amounts of the proceeds will be retained by us. We may seek to monetize our share of this investment in the future.

Contractual Cash Obligations.    Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements, rent payments required under lease agreements and various severance obligations related to our recent acquisitions. The following table summarizes our fixed cash obligations over various future periods as of June 29, 2003.

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  (In millions)
  Payments Due by Periods
  Total Less Than
One Year		 1-3
Years		 3-5
Years		 After
5 Years
Long-term debt $ 399   $ 1   $ 2   $ 2   $ 394  
11% Senior subordinated notes   250     —     —     —     250  
4.5% Convertible subordinated debentures   98     98     —     —     —  
Other debt   18     3     7     8     —  
Capital lease obligations   9     4     5     —     —  
Operating lease obligations (1)   240     31     59     49     101  
Redeemable preferred stock, including accrued dividends   69     —     —     —     69  
Redeemable restricted common stock (2)   16     16     —     —     —  
Pension contributions (data available through 2004)   32     11     21     —     —  
Contractual severance   4     2     2     —     —  
Total contractual obligations $ 1,135   $ 166   $ 96   $ 59   $ 814  
(1) Operating lease expense is deducted to arrive at operating profit.
(2) Redeemable restricted common stock includes TriMas' portion, consisting of approximately 50% of total obligations, which will be reimbursed to the Company.

At June 29, 2003, we were contingently liable for standby letters of credit totaling $43 million issued on our behalf by financial institutions. We are also contingently liable for future product warranty claims. We believe that our product warranty exposure is immaterial; however, it is continuously monitored for potential warranty implications of new and current business.

U.S. Pension Plans

We have replaced our existing combination of defined benefit plans and defined contribution plans for non-union employees with an age-weighted profit-sharing plan and a 401(k) plan. Defined benefit plan benefits will no longer accrue after 2002. This change affected approximately 1,200 employees. The profit-sharing component of the new plan is calculated using allocation rates that are integrated with Social Security and that increase with age. Our 2003 defined benefit pension expense will be approximately $5.1 million and our defined contribution (profit-sharing and 401(k) matching contribution) expense will be approximately $6.8 million. We anticipate a net benefit expense savings of $0.9 million in 2003 as a result of these changes, which were effective January 1, 2003. Additional reductions are attributable to the TriMas disposition for both 2002 and 2003.

Critical Accounting Policies

Management has determined the following as critical accounting policies:

Use of Estimates.    The expenses and accrued liabilities or allowances related to certain policies are initially based on our best estimates at the time of original entry in our accounting records. Adjustments are recorded when our actual experience differs from the expected experience underlying the estimates. We make frequent comparisons of actual versus expected experience to mitigate the likelihood of material adjustments.

Goodwill.    In June 2001, the Financial Accounting Standards Board ("FASB") approved Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" which was effective for us on January 1, 2002. Fair value was determined based upon the discounted cash flows of the reporting units using a 9.5% discount. Assuming an increase in the discount rate to 12%, fair value would continue to exceed the respective carrying value of each automotive segment.

Stock-Based Compensation.    In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation — Transition and Disclosure — an amendment of FASB Statement No 123." SFAS No. 148 amends SFAS No. 123, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this

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Statement amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. We adopted SFAS No. 148 effective for the fiscal year ended December 29, 2002.

At June 29, 2003, we have one stock-based employee compensation plan, which provides for the issuance of equity-based incentives in various forms to key employees of the Company. These options have a ten-year option period and vest ratably over a three-year period from date of grant. However, the options' exercisability is limited in the circumstances of a public offering whereby the shares are required to be held and exercised after the elapse of certain time periods. As of June 29, 2003, we had stock options outstanding for 2,570,000 shares at a price of $16.90 per share.

We account for this plan under the recognition and measurement principles of Accounting Principles Board No. 25, "Accounting for Stock Issued to Employees," and related Interpretations and, accordingly, no stock option compensation expense is included in the determination of net income in the consolidated statement of operations. The weighted average fair value on the date of grant of options granted for the six months ended June 29, 2003 was zero. Had stock option compensation expense been determined pursuant to the methodology of SFAS No. 123, "Accounting for Stock-Based Compensation," the pro forma effects on our basic and diluted earnings per share would have been a reduction of approximately $0.01 and $0.02 for the three and six months ended June 29, 2003, respectively.

Receivables and Revenue Recognition.    Receivables are presented net of allowances for doubtful accounts. We conduct a significant amount of business with a number of individual customers in the transportation industry. We monitor our exposure for credit losses and maintain adequate allowances for doubtful accounts; we do not believe that significant credit risk exists. In accordance with our accounts receivable securitization, trade accounts receivable of substantially all domestic business operations are sold, on an ongoing basis, to MTSPC, Inc., a wholly owned subsidiary. In compliance with Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," we do not recognize revenue until it is realized or realizable and earned. Revenue generally is realized or realizable and earned when all of the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the selling price to the buyer is fixed or determinable; and collectibility is reasonably assured. We are in compliance with SAB No. 101 as of June 29, 2003.

Fixed Assets and Other Intangibles Excluding Goodwill.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and land improvements, 2.5% to 10%, and machinery and equipment, 6.7% to 33.3%. Amortization expense of other intangibles is approximately $10 million for the period ended June 29, 2003. The weighted average useful life of intangible assets ranges from 8.2 years to 14.9 years as of June 29, 2003. Potential impairment of these assets is evaluated by examining current operating results, business prospects, market trends, potential product obsolescence, competitive activities and other economic factors.

Foreign Currency Translation.    The financial statements of subsidiaries outside of the United States (U.S.) located in non-highly inflationary economies are measured using the currency of the primary economic environment in which they operate as the functional currency, which for the most part represents the local currency. Transaction gains and losses are included in net earnings. When translating into U.S. dollars, income and expense items are translated at average monthly rates of exchange and assets and liabilities are translated at the rates of exchange at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in shareholders' equity. Other comprehensive income (loss), net includes a translation gain of $20.2 million and $23.9 million for the three and six months ended June 29, 2003, respectively. For subsidiaries operating in highly inflationary economies, non-monetary assets are translated into U.S. dollars at historical exchange rates. Translation adjustments for these subsidiaries are included in net earnings.

Pension and Postretirement Benefits Other than Pensions.    Annual net periodic expense and benefit liabilities under our defined benefit plans are determined on an actuarial basis. Assumptions used in the

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actuarial calculations have a significant impact on plan obligations and expense. Each September, we review the actual experience compared to the more significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and our policy is to pay these benefits as they become due.

Other Loss Reserves.    We have other loss exposures, such as environmental claims, product liability, litigation, recoverability of deferred income tax benefits, and accounts receivable. Establishing loss reserves for these matters requires the use of estimates and judgment in regards to risk exposure and ultimate liability. We estimate losses under the programs using consistent and appropriate methods; however, changes to our assumptions could materially affect our recorded liabilities for loss. Where available, we utilize published credit ratings for our debtors to assist us in determining the amount of required reserves.

New Accounting Pronouncements.    On December 30, 2002, we adopted SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." With the rescission of SFAS No. 4 and 64, only gains and losses from extinguishments of debt that meet the criteria of APB Opinion No. 30 are classified as extraordinary items. This statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." This statement amends SFAS No. 13, "Accounting for Leases," to eliminate the inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. As a result of our adoption of SFAS No. 145, $62 million ($38 million, net of taxes of $24 million) extraordinary loss on early extinguishment of debt recorded for the six months ended June 30, 2002 has been reclassified as "loss on repurchase of debentures and early retirement of term loans" in other expense, net.

On December 30, 2002, we adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of the commitment to an exit or disposal plan. Accordingly, all costs associated with exit or disposal activities will be recognized when they are incurred effective with our 2003 fiscal year. This Statement did not have a material effect on our financial condition or results of operations.

On December 30, 2002, we also adopted Financial Accounting Standards Board ("FASB") Interpretation ("FIN") No. 45, "Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 clarifies disclosures that are required to be made for certain guarantees and establishes a requirement to record a liability at fair value for certain guarantees at the time of the guarantee's issuance. FIN No. 45 did not have any impact on our financial condition, results of operations or required disclosures.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB 51." FIN No. 46 requires that the primary beneficiary in a variable interest entity consolidate the entity even if the primary beneficiary does not have a majority voting interest. The consolidation requirements of this Interpretation are required to be implemented for any variable interest entity created on or after January 31, 2003. In addition, FIN No. 46 requires disclosure of information regarding guarantees or exposures to loss relating to any variable interest entity existing prior to January 31, 2003 in financial statements issued after January 31, 2003. We have completed our review of certain potential variable interest entities, which are lessors under some of our operating lease agreements, as well as our accounts receivable securitization facility, to determine the impact of FIN No. 46. We have determined that there will be no impact on our financial position or results of operations due to the adoption of this Interpretation.

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In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This Statement amends Statement 133 for certain decisions made as part of the Derivatives Implementation Group process that effectively required amendments to Statement 133, in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative. This Statement is effective for contracts entered into or modified after June 30, 2003 (with exceptions) and for hedging relationships designated after June 30, 2003. We are currently reviewing the provisions of this Statement and will adopt it effective with the quarter ending September 28, 2003.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. We are currently reviewing the provisions of this Statement and will adopt it effective with the quarter ending September 28, 2003.

Outlook

Our principal use of funds from operating activities and borrowings for the next several years are expected to fund interest and principal payments on our indebtedness, growth related capital expenditures and working capital increases, strategic acquisitions and lease expense. We believe that our liquidity and capital resources including anticipated cash flow from operations will be sufficient to meet debt service, capital expenditure and other short-term and long-term obligations and needs, but we are subject to unforeseeable events and the risk that we are not successful in implementing our business strategies.

Our largest raw material requirement is special bar quality steel. In response to the imposed tariffs on imported steel and growing instability in the domestic steel industry, Metaldyne has been negotiating with steel vendors and customers, petitioning the government to repeal the steel tariffs and designing re-sourcing strategies to mitigate the effect of the steel price increases.

Other Matters

Forward-Looking Statements

This discussion and other sections of this report contain statements reflecting the Company's views about its future performance and constitute "forward-looking statements." These views involve risks and uncertainties that are difficult to predict and may cause the Company's actual results to differ significantly from the results discussed in such forward-looking statements. Readers should consider that various factors may affect our ability to attain the projected performance, including:

• Dependence on Automotive Industry and Industry Cyclicality — The industries in which we operate depend upon general economic conditions and are highly cyclical.
• Customer Concentration — Our base of customers is concentrated and the loss of business from a major customer, the discontinuance of particular vehicle models or a change in auto consumer preferences or regulations could materially adversely affect us.
• Challenges of Acquisition Strategy — We intend to actively pursue acquisitions and/or joint ventures but we may not be able to identify attractive acquisition and/or joint venture candidates, successfully integrate our acquired operations or realize the intended benefits of our acquisitions and/or joint ventures.
• Liquidity and Capital Resources — If we are unable to meet future capital requirements, our business may be adversely affected.
• Dependence on Third-Party Suppliers and Manufacturers — Increases in our raw material or energy costs or the loss of a substantial number of our suppliers could negatively affect our financial health.

38

• Customer Pricing Pressures — As a result of the current market downturn and the highly competitive nature of the industries that we serve, the current trend among many of our customers is to demand significant price reductions. The commodity sections of our business, such as our forging operations, continue to receive the greatest pressure to reduce their prices.
• Changing Technology — Our products are subject to changing technology, which could place us at a competitive disadvantage relative to alternative products introduced by competitors.
• Dependence on Key Personnel and Relationships — We depend on the services of key individuals and relationships, the loss of which would materially harm us.
• Labor Stoppages Affecting OEMs — We may be subject to work stoppages at our facilities or those of our principal customers, which could seriously impact the profitability of our business.
• Outsourcing Trend — Our strategy may not succeed if anticipated outsourcing fails to occur due to union considerations.
• International Sales — A growing portion of our revenue may be derived from international sources, which exposes us to certain risks.
• Product Liability — We may incur material losses and costs as a result of product liability and warranty claims that may be brought against us.
• Environmental Matters — Our business may be materially and adversely affected by compliance obligations and liabilities under environmental laws and regulations.
• Control by Principal Stockholder — We are controlled by Heartland, whose interests in our business may be different than yours.
• Terms of Shareholders Agreement — Provisions of the shareholders agreement impose significant operating and financial restrictions on our business.
• Leverage; Ability to Service Debt — We may not be able to manage our business as we might otherwise do so due to our high degree of leverage.
• Substantial Restrictions and Covenants — Restrictions in our credit facility and under the indenture governing the exchange notes limit our ability to take certain actions.

All statements, other than statements of historical fact included in this quarterly report, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this quarterly report, the words "will," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this quarterly report. You should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this quarterly report are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

In the normal course of business, we are exposed to market risk associated with fluctuations in foreign exchange rates. We are also subject to interest risk as it relates to long-term debt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for details about our primary market risks, and the objectives and strategies used to manage these risks.

Item 4.    Controls and Procedures

(a) An evaluation was carried out by management with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and

39

procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) pursuant to Rule 13a-15 of the Exchange Act. Our disclosure controls and procedures are designed only to provide reasonable assurance that they will meet their objectives. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures are effective to provide reasonable assurance that they will meet their objectives.
(b) There have not been any changes in our internal control over financial reporting during the last fiscal quarter to which this report relates that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

40

PART II - OTHER INFORMATION

METALDYNE CORPORATION

Items 1, 2, 3, 4 and 5 are not applicable.

Item 6. Exhibits And Reports On Form 8-K

(A) Exhibits:


Exhibit 10.1 Amendment No. 1 to the Amended and Restated Credit Agreement.
Exhibit 10.2 Asset Purchase Agreement by and among TriMas Corporation, Metaldyne Corporation and Metalydyne Company LLC, dated May 9, 2003.
Exhibit 10.3 Fittings Facility Sublease by and between Metaldyne Company LLC and Fittings Products Co., LLC, dated May 9, 2003.
Exhibit 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(B) Reports On Form 8-K:

We filed a current report on Form 8-K/A on March 31, 2003, reporting under Item 5, Other Events, that on December 8, 2002, Metaldyne Corporation filed a Form 8-K (the "Original 8-K") to report that it had entered into a Joint Venture Formation Agreement (the "Formation Agreement"), by and among NC-M Chassis Systems, LLC, a newly formed Delaware limited liability company, DaimlerChrysler Corporation and Metaldyne Corporation. A copy of the Formation Agreement, with certain confidential information omitted, was filed as Exhibit 10.1 to the Original 8-K. The Form 8-K/A amends the Original 8-K to provide a copy of the Formation Agreement, filed as Exhibit 10.1 to Form 8-K/A, that reflects the Company's revised confidential treatment request filed separately with the Securities and Exchange Commission.

We filed a current report on Form 8-K on May 8, 2003, reporting under Item 5, Other Events, that on January 2, 2003, Metaldyne Corporation entered into a joint venture with DaimlerChrysler Corporation, that was contemplated by the Joint Venture Formation Agreement, dated as of December 8, 2002, by and among NC-M Chassis Systems, LLC, a newly formed Delaware limited liability company, DaimlerChrysler Corporation and Metaldyne Corporation. The Form 8-K filed on May 8, 2003 provides a New Castle Pro Forma Statement of Direct Revenues and Expenses for the year ended December 31, 2002.

We filed a current report on Form 8-K on June 26, 2003, reporting under Item 4, Changes in Registrant's Certifying Accountant, that on June 20, 2003, the Audit Committee of the Board of Directors of Metaldyne Corporation approved the appointment of KPMG LLP as the Company's independent accountants, and the dismissal of PricewaterhouseCoopers LLP, which had previously served in this capacity.

41

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


  METALDYNE CORPORATION  
  Registrant
Date: August 12, 2003
  BY: /s/    Jeffrey M. Stafeil  
    Jeffrey M. Stafeil
Executive Vice President, and Chief
Financial Officer (Chief Accounting
Officer and Authorized Signatory)

42

METALDYNE CORPORATION

EXHIBIT INDEX

Exhibit


Exhibit 10.1 Amendment No. 1 to the Amended and Restated Credit Agreement.
Exhibit 10.2 Asset Purchase Agreement by and among TriMas Corporation, Metaldyne Corporation and Metalydyne Company LLC, dated May 9, 2003.
Exhibit 10.3 Fittings Facility Sublease by and between Metaldyne Company LLC and Fittings Products Co., LLC, dated May 9, 2003.
Exhibit 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
Exhibit 31.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

43

GRAPHIC 3 spacer.gif GRAPHIC begin 644 spacer.gif K1TE&.#EA`0`!`(```````````"'Y!`$`````+``````!``$```("1`$`.S\_ ` end EX-10.1 4 file002.htm CREDIT AGREEMENT 


                                                                 EXECUTION COPY






                                    AMENDMENT NO. 1 AND AGREEMENT dated as of
                           July 15, 2003 (this "Amendment"), with respect to the
                           Credit Agreement dated as of November 28, 2000, as
                           Amended and Restated as of June 20, 2002 (as amended,
                           supplemented or otherwise modified from time to time,
                           the "Credit Agreement"), among Metaldyne Corporation,
                           a Delaware corporation ("Holdings"), Metaldyne
                           Company LLC, a Delaware limited liability company
                           (the "Parent Borrower"), the Foreign Subsidiary
                           Borrowers (as defined in the Credit Agreement) party
                           thereto (the Foreign Subsidiary Borrowers, together
                           with the Parent Borrower, being referred to as the
                           "Borrowers"), the lenders from time to time party
                           thereto (the "Lenders"), JPMorgan Chase Bank, a New
                           York banking corporation, as administrative agent and
                           collateral agent, Credit Suisse First Boston, as
                           syndication agent, Comerica Bank, as documentation
                           agent, First Union National Bank, as documentation
                           agent, National City Bank, as documentation agent,
                           and Bank One, NA, as documentation agent.


         A. Pursuant to the Credit Agreement, the Lenders have extended credit
to the Borrowers, and have agreed to extend additional credit to the Borrowers,
in each case pursuant to the terms and subject to the conditions set forth
therein.

         B. Holdings and the Borrowers have requested that the Required Lenders
agree to amend certain provisions of the Credit Agreement as set forth herein.

         C. The Required Lenders are willing so to agree and to amend the Credit
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 Credit Agreement.

         In consideration of the premises and the agreements, provisions and
covenants herein contained, the parties hereto hereby agree, on the terms and
subject to the conditions set forth herein, as follows:

         SECTION 1. Amendments to Section 1.01.

         (a) Section 1.01 is hereby amended by deleting the following defined
terms in their entirety:

         "Applicable Rate"

         "Consolidated EBITDA"




                                                                               2


         "High Usage Period"

         "Low Usage Period"

         "Permitted Acquisition"

         "Permitted Senior Notes"

         "Permitted Subordinated Notes"

         "Prepayment Event"

         "Total Indebtedness"

         (b) Section 1.01 of the Credit Agreement is hereby amended by adding
the following defined terms in the appropriate alphabetical order to read in
their entirety as follows:

         "Amendment No. 1" means the Amendment No. 1 to this Agreement dated as
of July 15, 2003, among Holdings, the Borrowers listed on Schedule 1 thereto and
the Lenders party thereto.

         "Amendment Date" means the Amendment Date as defined in Amendment
No. 1.

         "Applicable Rate" means, for any day (a) with respect to any Tranche D
Term Loan, (i) 3.25% per annum, in the case of an ABR Loan, or (ii) 4.25% per
annum, in the case of a Eurocurrency Loan (provided that the Applicable Rate
with respect to the Tranche D Term Loan will increase on and after January 1,
2004 to 3.75%, in the case of an ABR Loan, and 4.75%, in the case of a
Eurocurrency Loan, unless at least $150,000,000 aggregate principal amount of
Permitted Senior Notes are issued on or prior to December 31, 2003; provided
further that if at least $150,000,000 aggregate principal amount of Permitted
Senior Notes are issued after December 31, 2003 but on or prior to May 30, 2004,
the foregoing increase will be eliminated on the date of issuance of the
Permitted Senior Notes), and (b) with respect to any ABR Loan or Eurocurrency
Loan that is a Revolving Loan, or with respect to the commitment fees payable
hereunder, as the case may be, the applicable rate per annum set forth below
under the caption "ABR Spread", "Eurocurrency Spread" or "Commitment Fee Rate",
as the case may be, based upon the Leverage Ratio as of the most recent
determination date:





                                                                               3


=============================================================================
                                           ABR      Eurocurrency  Commitment
             Leverage Ratio:             Spread        Spread      Fee Rate
- -----------------------------------------------------------------------------
               Category 1                 3.00%        4.00%         1.00%
        Greater than 3.75 to 1.00
- -----------------------------------------------------------------------------
               Category 2
 Less than or equal to 3.75 to 1.00 but   2.75%        3.75%         1.00%
        greater than 3.50 to 1.00
- -----------------------------------------------------------------------------
               Category 3
 Less than or equal to 3.50 to 1.00 but   2.25%        3.25%         1.00%
        greater than 3.00 to 1.00
- -----------------------------------------------------------------------------
               Category 4                 2.00%        3.00%         1.00%
   Less than or equal to 3.00 to 1.00
=============================================================================

         The ABR Spread and Eurocurrency Spread for Revolving Loans specified in
the preceding table will each increase by .50% on and after January 1, 2004;
provided that if at least $150,000,000 aggregate principal amount of Permitted
Senior Notes are issued after December 31, 2003 but on or prior to May 30, 2004,
the foregoing increase will be eliminated on the date of issuance of the
Permitted Senior Notes).

         For purposes of the foregoing, (i) the Leverage Ratio shall be
determined as of the end of each fiscal quarter of the Parent Borrower's fiscal
year based upon Holdings' consolidated financial statements delivered pursuant
to Section 5.01(a) or (b) and (ii) each change in the Applicable Rate resulting
from a change in the Leverage Ratio shall be effective during the period
commencing on and including the date of delivery to the Administrative Agent of
such consolidated financial statements indicating such change and ending on the
date immediately preceding the effective date of the next such change; provided
that the Leverage Ratio shall be deemed to be in Category 1 (A) at any time that
an Event of Default has occurred and is continuing or (B) if the Parent Borrower
fails to deliver the consolidated financial statements required to be delivered
by it pursuant to Section 5.01(a) or (b), during the period from the expiration
of the time for delivery thereof until such consolidated financial statements
are delivered.

         "Consolidated EBITDA" means, for any period, Consolidated Net Income
for such period plus (a) without duplication and to the extent deducted in
determining such Consolidated Net Income, the sum of (i) consolidated interest
expense for such period, (ii) consolidated income tax expense for such period
(including all single business tax expenses imposed by state law), (iii) all
amounts attributable to depreciation and amortization for such period, (iv) any
extraordinary noncash charges for such period, (v) all management fees and other
fees paid during such period to Heartland and/or its Affiliates pursuant to the
Heartland Management Agreement to the extent permitted by Section 6.09, (vi) all
payments made during and expenses recorded in such period in




                                                                               4


respect of the Restricted Stock Obligation and all items expensed at the
Recapitalization Date in respect of Restricted Stock Awards, (vii) any losses
incurred during such period in connection with the sale of receivables pursuant
to the Permitted Receivables Financing, (viii) all extraordinary losses during
such period, (ix) noncash expenses during such period resulting from the grant
of Equity Interests to management and employees of Holdings, the Parent Borrower
or any of the Subsidiaries, (x) the aggregate amount of deferred financing
expenses for such period, (xi) all other noncash expenses or losses of Holdings,
the Parent Borrower or any of the Subsidiaries for such period (excluding any
such charge that constitutes an accrual of or a reserve for cash charges for any
future period), (xii) any nonrecurring fees, expenses or charges realized by
Holdings, the Parent Borrower or any of the Subsidiaries for such period related
to any offering of Equity Interests or incurrence of Indebtedness, (xiii) with
respect to any four-fiscal-quarter period ending prior to or on December 31,
2001, operating expense and other expense reductions and other synergistic
benefits relating to the Recapitalization Transactions, not to exceed the
applicable Excluded Amount for such period, (xiv) Excluded Severance Charges for
such period, (xv) fees and expenses in connection with the Transactions and fees
and expenses of Holdings, the Parent Borrower and its Subsidiaries (excluding
TriMas and the subsidiaries of TriMas) in connection with the TriMas
Transaction, (xvi) any nonrecurring costs and expenses arising from the
integration of any business acquired pursuant to any Permitted Acquisition
(other than the New Castle Acquisition), (xvii) solely for purposes of
determining compliance with Section 6.14, fees paid pursuant to Section 18 of
Amendment No. 1 to the Original Credit Agreement; provided that the aggregate
amount of costs and expenses that may be included in Consolidated EBITDA
pursuant to this clause (xvii) during the term of this Agreement shall not
exceed $5,000,000, (xviii) for all purposes hereunder, other than the defined
term "Applicable Rate", the New Castle Specified EBITDA and (xix) solely for
purposes of determining compliance with Section 6.14, fees paid pursuant to
Section 14 of this Amendment No. 1 and minus (b) without duplication and to the
extent included in determining such Consolidated Net Income, any extraordinary
gains for such period, all determined on a consolidated basis in accordance with
GAAP. For purposes of determining the Leverage Ratio, Senior Leverage Ratio and
Senior Secured Leverage Ratio, if the Parent Borrower or any Subsidiary has made
any Permitted Acquisition or any sale, transfer, lease or other disposition of
assets outside of the ordinary course of business permitted by Section 6.05
during the relevant period for determining the Leverage Ratio, Senior Leverage
Ratio and Senior Secured Leverage Ratio, Consolidated EBITDA for the relevant
period shall be calculated only for purposes of determining Leverage Ratio,
Senior Leverage Ratio and Senior Secured Leverage Ratio, after giving pro forma
effect thereto, as if such Permitted Acquisition or sale, transfer, lease or
other disposition of assets (and, in each case, any related incurrence,
repayment or assumption of Indebtedness, with any new Indebtedness being deemed
to be amortized over the relevant period in accordance with its terms, and
assuming that any Revolving Loans borrowed in connection with such acquisition
are repaid with excess cash balances when available) had occurred on the first
day of the relevant period for determining Consolidated EBITDA. Any such pro
forma calculations may include operating and other expense reductions and other
adjustments for such period resulting from any Permitted Acquisition (other than
the New Castle Acquisition, except to the extent of any calculation of the
Applicable Rate) that is being given pro




                                                                               5


forma effect to the extent that such operating and other expense reductions and
other adjustments (a) would be permitted pursuant to Article XI of Regulation
S-X under the Securities Act of 1933 or (b) are reasonably consistent with the
purpose of Regulation S-X as determined in good faith by the Parent Borrower in
consultation with the Administration Agent. For purposes of calculating
Consolidated EBITDA for each of the fiscal-quarters ending September 30, 2001,
December 31, 2001, and March 31, 2002, Consolidated EBITDA shall equal, for the
fiscal-quarter ending on (a) September 30, 2001, $41,700,000, (b) December 31,
2001, $35,000,000 and (c) March 31, 2002, $41,600,000.

         "Intercreditor Agreement" means an intercreditor agreement among
Holdings, the Parent Borrower, the Administrative Agent (or other agent acting
on behalf of the Lenders) and the trustee or agent on behalf of the holders of
the applicable Permitted Senior Notes, which such agreement shall (i) provide
that the Liens in respect of such Permitted Senior Notes are subordinated to the
Liens under the Collateral Documents, (ii) limit the ability of such trustee or
agent and the holders of the Permitted Senior Notes to take actions with respect
to, or enforce, such Liens and (iii) have such other terms as are satisfactory
to the Administrative Agent.

         "New Castle Acquisition" means the acquisition by the Parent Borrower
or a Subsidiary of all the remaining Equity Interests of NC-M Chassis Systems,
LLC not then owned by the Parent Borrower or a Subsidiary or all, or
substantially all, of the assets of NC-M Chassis Systems, LLC so long as (a) the
total consideration (excluding fees, expenses and assumed liabilities) for such
remaining Equity Interests or assets shall not exceed $215,000,000, (b) such
acquisition shall be financed with (i) the issuance of Equity Interests by
Holdings of not less than $64,000,000, (ii) Permitted Senior Notes to the extent
contemplated by the defined term "Permitted Senior Notes", (iii) New Castle
Seller Debt, (iv) Revolving Loans, Permitted Receivables Financing or, subject
to Section 6.06, the New Castle Sale and Leaseback, or any combination thereof,
in an aggregate amount not to exceed $120,000,000, or (v) any combination of the
foregoing, (c) such acquisition is consummated within 180 days of the Amendment
Date, (d) after giving effect to such acquisition (and any related incurrence of
or repayment of Indebtedness), (i) the Senior Secured Leverage Ratio is less
than 2.75 to 1.00 and (ii) the Leverage Ratio is less than 4.75 to 1.00, and (e)
immediately after giving effect thereto, (i) no Default has occurred and is
continuing or would result therefrom, (ii) all transactions related thereto are
consummated in all material respects in accordance with applicable laws, (iii)
all the Equity Interests (other than Assumed Preferred Stock) of each Subsidiary
formed for the purpose of or resulting from such acquisition shall be owned
directly by the Parent Borrower or a Subsidiary and all actions required to be
taken under Sections 5.12 and 5.13 have been taken, (iv) Holdings, the Parent
Borrower and its Subsidiaries are in compliance, on a pro forma basis after
giving effect to such acquisition, with the covenants contained in Sections 6.13
and 6.14 recomputed as at the last day of the most recently ended fiscal quarter
of Holdings for which financial statements are available, as if such acquisition
(and any related incurrence or repayment of Indebtedness) had occurred on the
first day of each relevant period for testing such compliance, (v) any
Indebtedness or any preferred stock that is incurred, acquired or assumed in
connection with such acquisition shall be in compliance with Section 6.01




                                                                               6


and (vi) the Parent Borrower has delivered to the Administrative Agent an
officers' certificate to the effect set forth in clauses (a), (b), (c) and (d)
(i) through (v) above, together with all relevant financial information for the
Person or assets to be acquired.

         "New Castle Sale and Leaseback" shall mean any sale or transfer not
later than 30 days of the New Castle Acquisition by the Parent Borrower or any
Subsidiary of fixed or capital assets acquired pursuant to the New Castle
Acquisition that is made for cash consideration in an aggregate amount not less
than an amount equal to 85% of the orderly liquidation value of such fixed or
capital assets not to exceed $120,000,000 in the aggregate during the term of
this Agreement, and promptly thereafter rented or leased by the Parent Borrower
or such Subsidiary; provided that, notwithstanding the foregoing, in connection
with any New Castle Sale and Leaseback, Parent Borrower or any Subsidiary may
elect to (1) retain ownership of any portion of the fixed or capital assets that
could otherwise have been made the subject of the New Castle Sale and Leaseback
and (2) pledge such retained assets as collateral security for any obligations
in favor of the lessor(s) under any of the sale and leasing arrangements with
respect to the assets that were not so retained (with such security interests of
the lessor(s) being limited to the retained assets and the proceeds thereof), so
long as (A) the cash proceeds received by the Parent Borrower and any Subsidiary
from any such transaction exceeds 85% of the orderly liquidation value of all
fixed and capital assets that have been made the subject of a sale and leaseback
and the collateral security arrangements and (B) in the good faith judgment of
the Parent Borrower, the financial terms of any such transaction are no less
favorable to the Parent Borrower and any Subsidiary, taken as a whole, than
would have been the case had the election set forth in this proviso not been
utilized.

         "New Castle Seller Debt" means subordinated notes issued by Holdings to
the seller in the New Castle Acquisition in an aggregate principal amount not
less than $31,000,000, which such notes shall rank pari passu and shall be
subject to the subordination and other terms that are no more favorable to the
holders or obligees thereof in any material respect than the subordination and
other terms of the Subordinated Debt.

         "New Castle Specified EBITDA" means, if the New Castle Acquisition has
been consummated, the total of the amounts for any period prior to consummation
of the New Castle Acquisition identified below that is included within the
period for which Consolidated EBITDA is being calculated: (i) for the fiscal
quarters ended December 31, 2002 and December 31, 2003, $11,046,443, (ii) for
the fiscal quarters ended March 31, 2003 and March 31, 2004, $10,693,298, (iii)
for the fiscal quarter ended June 30, 2003, $12,030,358 and (iv) for the fiscal
quarter ending September 30, 2003, $13,729,901; provided, however, that (A) to
the extent the New Castle Acquisition has occurred during a particular quarter,
the amount to be included for such quarter shall be determined by taking a
proportionate amount of the quarter (based on actual days elapsed); and (B)
following the completion of the New Castle Sale and Leaseback, New Castle
Specified EBITDA for any fiscal period calculated thereafter shall be reduced by
the total pro forma lease expense for such fiscal period as if such expense had
occurred on the first day of the relevant period for determining New Castle
Specified EBITDA (it being




                                                                               7


understood that no earlier calculation of Consolidated EBITDA shall be affected
thereby).

         "Permitted Acquisition" means (a) the New Castle Acquisition and (b)
any acquisition, whether by purchase, merger, consolidation or otherwise, by the
Parent Borrower or a Subsidiary of all or substantially all the assets of, or
all the Equity Interests in, a Person or a division, line of business or other
business unit of a Person so long as (i) such acquisition shall not have been
preceded by a tender offer that has not been approved or otherwise recommended
by the board of directors of such Person, (ii) such assets are to be used in, or
such Person so acquired is engaged in, as the case may be, a business of the
type conducted by the Parent Borrower and its Subsidiaries on the date of
execution of this Agreement or in a business reasonably related thereto, (iii)
such acquisition shall be financed with proceeds from (A) Revolving Loans
(subject to Section 6.01(a)(i)), the Permitted Subordinated Notes to the extent
the issuance thereof is permitted under the defined term "Permitted Subordinated
Notes" and/or Qualified Holdings Preferred Stock issued and outstanding pursuant
to clause (b) of the definition of Qualified Holdings Preferred Stock, (B)
Permitted Receivables Financing (subject to Section 6.01(a)(ii)), (C) any lease
financing permitted hereunder the proceeds of which are not required to prepay
Term Borrowings here-under, (D) the issuance of Equity Interests by Holdings,
(E) Excess Cash Flow not required to be used to prepay Term Loans pursuant to
Section 2.11(f), (F) proceeds from sales of assets permitted by Section 6.05
that are not required to be applied toward the repayment of Term Borrowings
hereunder or (G) any combination thereof and (iv) immediately after giving
effect thereto, (A) no Default has occurred and is continuing or would result
there-from, (B) all transactions related thereto are consummated in all material
respects in accordance with applicable laws, (C) all the Equity Interests (other
than Assumed Preferred Stock) of each Subsidiary formed for the purpose of or
resulting from such acquisition shall be owned directly by the Parent Borrower
or a Subsidiary and all actions required to be taken under Sections 5.12 and
5.13 have been taken, (D) Holdings, the Parent Borrower and its Subsidiaries are
in compliance, on a pro forma basis after giving effect to such acquisition,
with the covenants contained in Sections 6.13 and 6.14 recomputed as at the last
day of the most recently ended fiscal quarter of Holdings for which financial
statements are available, as if such acquisition (and any related incurrence or
repayment of Indebtedness) had occurred on the first day of each relevant period
for testing such compliance (provided that any acquisition that occurs prior to
the first testing period under such Sections shall be deemed to have occurred
during such first testing period), (E) any Indebtedness or any preferred stock
that is incurred, acquired or assumed in connection with such acquisition shall
be in compliance with Section 6.01 and (F) the Parent Borrower has delivered to
the Administrative Agent an officers' certificate to the effect set forth in
clauses (i), (ii), (iii) and (iv) (A) through (F) above, together with all
relevant financial information for the Person or assets to be acquired.

         "Permitted Senior Notes" means any Indebtedness of Holdings or the
Parent Borrower, provided that (a) to the extent such Indebtedness and any
related Guarantees are secured by any Lien, such Liens are second-priority Liens
and the trustee or agent thereunder shall have entered into the Intercreditor
Agreement, (b) the proceeds resulting from the initial $150,000,000 aggregate
principal amount of such Indebtedness




                                                                               8


shall be used (i) to prepay Term Borrowings pursuant to Section 2.11(a), (ii) to
repurchase, redeem or otherwise retire the Convertible Debentures, (iii) if such
Indebtedness is incurred contemporaneously with the New Castle Acquisition in
order to effect the New Castle Acquisition or (iv) any combination of the
foregoing, (c) any proceeds resulting from the aggregate principal amount of
such Indebtedness that exceeds $150,000,000 shall be used to prepay Term
Borrowings pursuant to Section 2.11(d)(1), (d) such Indebtedness shall not have
any principal payments due prior to the date that is 12 months after the Tranche
D Maturity Date, whether at maturity or otherwise, except upon the occurrence of
a change of control or similar event (including asset sales), in each case so
long as the provisions relating to change of control or similar events
(including asset sales) included in the governing instrument of such
Indebtedness provide that the provisions of this Agreement must be satisfied
prior to the satisfaction of such provisions of such Indebtedness and (d) such
Indebtedness bears interest at a fixed rate, which rate shall be, in the good
faith judgment of the Parent Borrower's board of directors, consistent with the
market at the time of issuance for similar Indebtedness for comparable issuers
or borrowers. The Parent Borrower may designate by notice to the Administrative
Agent any Permitted Subordinated Notes as Permitted Senior Notes so long as such
notice is delivered immediately prior to the issuance of such Notes, and
following such designation such Permitted Subordinated Notes shall be "Permitted
Senior Notes" for purposes of this Agreement.

         "Permitted Subordinated Notes" means Indebtedness of Holdings or the
Parent Borrower, provided that (a) such Indebtedness and any related Guarantees
shall not be secured by any Lien, (b) such Indebtedness shall be subject to
subordination and intercreditor provisions that are no more favorable to the
holders or obligees thereof than the subordination or intercreditor provisions
of the Existing Subordinated Notes in any material respect, (c) the proceeds
from such Indebtedness shall be used (i) to repurchase, redeem, repay or
otherwise retire the Convertible Debentures, (ii) to repay (subject to Section
6.01(a)(vii)) Revolving Borrowings or obligations arising in respect of the
Permitted Receivables Financing, (iii) to prepay Term Borrowings pursuant to
Section 2.11(a) or (iv) if after giving effect to the incurrence of such
Indebtedness, the Senior Leverage Ratio is less than 2.75 to 1.00, to effect
Permitted Acquisitions (provided that the aggregate principal amount of
Permitted Subordinated Notes that can be used for financing Permitted
Acquisitions pursuant to this clause (iv) shall not exceed $100,000,000, (d)
such Indebtedness shall not have any principal payments due prior to the date
that is 12 months after the Tranche D Maturity Date, whether at maturity or
otherwise, except upon the occurrence of a change of control or similar event
(including asset sales), in each case so long as the provisions relating to
change of control or similar events (including asset sales) included in the
governing instrument of such Indebtedness provide that the provisions of this
Agreement must be satisfied prior to the satisfaction of such provisions of such
Indebtedness and (e) such Indebtedness bears interest at a fixed rate, which
rate shall be, in the good faith judgment of the Parent Borrower's board of
directors, consistent with the market at the time of issuance for similar
Indebtedness for comparable issuers or borrowers. Notwithstanding the foregoing,
for purposes of this Agreement, the Existing Subordinated Notes and the New
Castle Seller Debt shall be Permitted Subordinated Indebtedness.




                                                                               9


         "Prepayment Event" means:

         (a) any sale, transfer or other disposition (including pursuant to a
     sale and leaseback transaction) of any property or asset of Holdings, the
     Parent Borrower or any Subsidiary for consideration that exceeds
     $10,000,000, other than dispositions described in clauses (a), (b), (c),
     (d), (e), (f)(ii), (f)(iii), (g), (h), (i) and (l) of Section 6.05; or

         (b) any casualty or other insured damage to, or any taking under power
     of eminent domain or by condemnation or similar proceeding of, any property
     or asset of Holdings, the Parent Borrower or any Subsidiary having a book
     value or fair market value in excess of $1,000,000 (other than damage
     arising from the Compac Event), but only to the extent that the Net
     Proceeds there-from have not been applied to repair, restore or replace
     such property or asset within 365 days after such event; or

         (c) the incurrence by Holdings, the Parent Borrower or any Subsidiary
     of any Indebtedness, other than Indebtedness permitted by Section 6.01(a);
     or

         (d) the incurrence of any Permitted Senior Notes (unless the Net
     Proceeds thereof are used as permitted by clause (b) under the defined term
     "Permitted Senior Notes");

         notwithstanding anything to the contrary, the sale, transfer or other
disposition of the Saturn Subsidiary or the Saturn Sale shall not constitute a
Prepayment Event.

         "Ramos Sale and Leaseback" shall mean any sale or transfer by the
Parent Borrower or any Subsidiary of fixed or capital assets of the Ramos
facility that is made for cash consideration in the aggregate amount not less
than an amount equal to 85% of the orderly liquidation value of such fixed or
capital assets not to exceed $30,000,000 in the aggregate during the term of
this Agreement, and promptly thereafter rented or leased by the Parent Borrower
or such Subsidiary.

         "Senior Secured Leverage Ratio" means, on any date, the ratio of (a)
Senior Indebtedness as of such date that is secured by any first-priority Lien
to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of
Holdings ended on such date (or, if such date is not the last day of a fiscal
quarter, ended on the last day of the fiscal quarter of Holdings most recently
ended prior to such date for which financial statements are available).

         "Total Indebtedness" means, as of any date, the sum of, without
duplication, (a) the aggregate principal amount of Indebtedness of Holdings, the
Parent Borrower and the Subsidiaries outstanding as of such date, in the amount
that would be reflected on a balance sheet prepared as of such date on a
consolidated basis in accordance with GAAP, plus (b) the aggregate principal
amount of Indebtedness of Holdings, the Parent Borrower and the Subsidiaries
outstanding as of such date that is not required to be reflected on a balance
sheet in accordance with GAAP, determined on a




                                                                              10


consolidated, basis plus (c) obligations arising in respect of the Permitted
Receivables Financing; provided that, for purposes of clause (b) above, the term
"Indebtedness" shall not include (i) contingent obligations of Holdings, the
Parent Borrower or any Subsidiary as an account party in respect of any letter
of credit or letter of guaranty unless, without duplication, such letter of
credit or letter of guaranty supports an obligation that constitutes
Indebtedness and (ii) Indebtedness described in Section 6.01(a)(xiv); and
provided further that "Total Indebtedness" shall not include (i) the Convertible
Debentures to the extent that a redemption notice has been delivered in respect
thereof and proceeds sufficient to effect such redemption have deposited with
the trustee or agent thereof and (ii) the TriMas Notes.

         SECTION 2. Amendment to Section 2.04(a). Section 2.04(a) is hereby
amended by deleting clause (i) thereof in its entirety and replacing it with the
following text:

         " (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $50,000,000 or"

         SECTION 3. Amendment to Section 2.05(b). Section 2.05(b) is hereby
amended by deleting the last sentence thereof in its entirety and replacing it
with the following text:

         "A Letter of Credit shall be issued, amended, renewed or extended only
if (and upon issuance, amendment, renewal or extension of each Letter of Credit
the Parent Borrower or the applicable Foreign Subsidiary Borrower, as the case
may be, shall be deemed to represent and warrant that), after giving effect to
such issuance, amendment, renewal or extension (i) the LC Exposure shall not
exceed $75,000,000 (provided that no more than $20,000,000 of LC Exposure may be
used to support Indebtedness incurred outside of the United States), (ii) the
total Revolving Exposures shall not exceed the total Revolving Commitments and
(iii) the total Foreign Currency Exposures shall not exceed the total Foreign
Currency Commitments."

         SECTION 4. Amendments to Section 2.08. Section 2.08 is hereby amended
by deleting paragraph (b) in its entirety and replacing it with the following
text:

         "(b) The Parent Borrower (on behalf of itself and the Foreign
Subsidiary Borrowers) may at any time terminate, or from time to time reduce,
the Commitments of any Class (it being understood that reductions of Revolving
Commitments will automatically reduce Foreign Currency Commitments on a pro rata
basis); provided that (i) each reduction of the Commitments of any Class shall
be in an amount that is an integral multiple of $1,000,000 and not less than
$5,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced
if, after giving effect to any concurrent prepayment of the Revolving Loans in
accordance with Section 2.11, the sum of the Revolving Exposures would exceed
the total Revolving Commitments. In addition, in the event the proceeds from
Permitted Senior Notes issued after the Amendment Date are used to repurchase,
redeem or otherwise retire then outstanding Convertible Debentures, immediately
following such repurchase, redemption or retirement (i) the Parent Borrower



                                                                              11


shall make any prepayment required pursuant to Section 2.11 as a result of such
reduction and (ii) the total Revolving Commitments shall be automatically
reduced in an amount equal to the amount used to effect such repurchase,
redemption or retirement (together with a pro rata reduction of Foreign Currency
Commitments) without any action on the part of any party, provided that, the
total reduction to the Revolving Commitments under this clause (ii) shall not
exceed $50,000,000."

         SECTION 5. Amendments to Section 2.11. Section 2.11 is hereby amended
by deleting paragraph (d)(1) in its entirety and replacing such paragraph (d)(1)
with the following text:

         "(d)(1) In the event and on each occasion that any Net Proceeds are
received by or on behalf of Holdings, the Parent Borrower or any Subsidiary in
respect of any Prepayment Event (other than TriMas Available Proceeds and TriMas
Specified Proceeds), the Parent Borrower shall, within three Business Days after
such Net Proceeds are received, prepay Term Borrowings in an aggregate amount
equal to such Net Proceeds."

         SECTION 6. Amendments to Section 6.01(a). Section 6.01(a) is hereby
amended by deleting subparagraphs (i), (ii) and (vii) in their entirety and
replacing such subparagraphs with the following text:

         " (i) Indebtedness created under the Loan Documents and Indebtedness
not exceeding $20,000,000 incurred outside the United States that are supported
by Letters of Credit; provided that (x)(A) Revolving Loans may only be used to
(1) finance a Permitted Acquisition (other than the New Castle Acquisition) if,
in addition to the satisfaction of all other requirements necessary to effect
such Permitted Acquisition set forth herein, after giving effect to such
Permitted Acquisition (and any related incurrence or repayment of Indebtedness),
the Senior Leverage Ratio is less than 2.00 to 1.00 and the amount of Revolving
Commitments available for general corporate purposes (other than Permitted
Acquisitions) at such time shall be at least $100,000,000 and (2) finance the
New Castle Acquisition to the extent permitted under the defined term "New
Castle Acquisition" and (B) the amount of Revolving Loans used to finance
Permitted Acquisitions (other than the New Castle Acquisition) outstanding at
any time shall not exceed $50,000,000 less the amount of Permitted Receivables
Financing outstanding under Section 6.01(a)(ii) to finance Permitted
Acquisitions and (y) until the Convertible Debentures have been irrevocably
repurchased, redeemed, repaid or otherwise retired in full, Revolving Loans
outstanding may not exceed the aggregate Revolving Commitments less the amount
designated as available for the repurchase, redemption, repayment or retirement
of Convertible Debentures pursuant to Section 5.15(b);"

         " (ii) the Permitted Receivables Financing; provided that (x) the
Permitted Receivables Financing may only be used to finance a Permitted
Acquisition (other than the New Castle Acquisition) if, in addition to the
satisfaction of all other requirements necessary to effect such Permitted
Acquisition set forth herein, after giving effect to such Permitted Acquisition
(and any related incurrence or repayment of Indebtedness), the Senior Leverage
Ratio is less than 2.00 to 1.00 and the amount of Revolving




                                                                              12


Commitments available for general corporate purposes (other than Permitted
Acquisitions) at such time shall be at least $100,000,000 and (y) the amount of
Permitted Receivables Financing used to finance Permitted Acquisitions (other
than the New Castle Acquisition) outstanding at any one time shall not exceed
$50,000,000 less the amount of Revolving Loans outstanding under Section
6.01(a)(i) to finance Permitted Acquisitions;"

         "(vii) the Permitted Subordinated Notes and the Permitted Senior Notes;
provided that (x) Permitted Subordinated Notes may only be used for the
repayment of Revolving Borrowings and obligations arising in respect of the
Permitted Receivables Financing if, after giving effect to the incurrence of
such Permitted Subordinated Notes, the Senior Leverage Ratio is less than 2.75
to 1.00 and (y) the aggregate amount of proceeds of Permitted Subordinated Notes
used for the repayment of Revolving Borrowings and obligations arising in
respect of the Permitted Receivables Financing may not exceed $100,000,000;"

         SECTION 7. Amendments to Section 6.02. Section 6.02 is hereby amended
by deleting paragraph (c) in its entirety and replacing it with the following
text:

         "(c)(i) Liens in respect of the Permitted Receivables Financing and the
European Factoring Arrangement, (ii) second priority Liens in respect of the
Permitted Senior Notes, so long as the trustee or agent thereunder has entered
into the Intercreditor Agreement and (iii) Liens in respect of the New Castle
Sale and Leaseback as contemplated in the definition of "New Castle Sale and
Leaseback";"

         SECTION 8. Amendment to Section 6.05. Section 6.05 is hereby amended by
deleting clause (f) in its entirety and replacing it with the following text:

         "(f)(i) sales or transfers that are permitted sale and leaseback
transactions pursuant to Section 6.06(a) and (b), (ii) sales and transfers
pursuant to the New Castle Sale and Leaseback and Ramos Sale and Leaseback, and
(iii) sales and transfers of the TriMas Interest;"

         SECTION 9. Amendment to Section 6.06. Section 6.06 is hereby amended
and deleted in its entirety and replaced with the following text:

         "SECTION 6.06. Sale and Leaseback Transactions. None of the Parent
Borrower or any Foreign Subsidiary Borrower will, nor will they permit any
Subsidiary to, enter into any arrangement, directly or indirectly, whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereinafter acquired, and thereafter rent or
lease such property or other property that it intends to use for substantially
the same purpose or purposes as the property sold or transferred, except for (a)
any such sale of any fixed or capital assets that is made for cash consideration
in an amount not less than the cost of such fixed or capital asset and is
consummated within 180 days after the Parent Borrower, such Foreign Subsidiary
Borrower or such Subsidiary acquires or completes the construction of such fixed
or capital asset, so long as the Capital Lease Obligations associated therewith
are permitted by Section 6.01(a)(xi), (b) in the case of property owned as of
December 18, 2001, (i) any




                                                                              13


such sale of any fixed or capital assets that is made for cash consideration in
an aggregate amount not less than the fair market value of such fixed or capital
assets not to exceed $50,000,000 in the aggregate and (ii) any such sale of any
fixed or capital assets that is made for cash consideration in an aggregate
amount not less than an amount equal to 85% of the orderly liquidation value of
such fixed or capital assets not to exceed $25,000,000 in the aggregate, so long
as, in each case, the Capital Lease Obligations (if any) associated therewith
are permitted by Section 6.01(a)(xi), (c) any Acquisition Lease Financing, (d)
the New Castle Sale and Leaseback so long as the Capital Lease Obligations (if
any) associated therewith are permitted by Section 6.01(a)(ix) and the Net
Proceeds thereof are used to prepay Term Borrowings, to effect the New Castle
Acquisition or as specified in the proviso below and (e) the Ramos Sale and
Leaseback so long as the Capital Lease Obligations (if any) associated therewith
are permitted by Section 6.01(a)(xi); provided that, with respect to either of
clauses (d) or (e) of this Section 6.06, in the case of a prepayment of at least
$100,000,000 of the Tranche D Term Loans subsequent to the Amendment Date
pursuant to Section 2.11, the Parent Borrower shall use 80% of the Net Proceeds
from such transaction exceeding $25,000,000 to prepay Term Borrowings pursuant
to Section 2.11(a), and if less than $100,000,000 of the Tranche D Term Loans
has been prepaid subsequent to the Amendment Date pursuant to Section 2.11(a),
100% of the Net Proceeds from such transaction shall be used to prepay Term
Borrowings pursuant to Section 2.11(a)."

         SECTION 10. Amendment to Section 6.08(a). Section 6.08(a) is hereby
amended by deleting subparagraph (vii) in its entirety and replacing it with the
following text:

         "(vii) Holdings may (x) pay the Saturn Proceeds Distribution and (y)
repurchase, redeem, repay or otherwise retire the Convertible Debentures with
Available Funds, proceeds from Permitted Senior Notes (to the extent permitted
by such defined term), Permitted Subordinated Notes or issuances or sales of
capital stock of Holdings; and".

         SECTION 11. Amendment to Section 6.13. Section 6.13 is hereby amended
by deleting the table thereof in its entirety and replacing it with the
following table:

                         Period(1)                                    Ratio
                         ---------                                    -----
First Fiscal Quarter of 2002 to Fourth Fiscal Quarter of 2002      1.80 to 1.00
First Fiscal Quarter of 2003 to First Fiscal Quarter of 2004       2.00 to 1.00
Second Fiscal Quarter of 2004 to Second Fiscal Quarter of 2005     2.25 to 1.00
Third Fiscal Quarter of 2005                                       2.50 to 1.00
Fourth Fiscal Quarter of 2005                                      2.75 to 1.00



                                                                              14


                         Period(1)                                     Ratio
                         ---------                                     -----
First Fiscal Quarter of 2006 to Third Fiscal Quarter of 2006       3.25 to 1.00
Fourth Fiscal Quarter of 2006, and thereafter                      3.50 to 1.00

- --------------------------------
   (1) The designated Interest Expense Coverage Ratio shall be effective as of
the last day of the applicable Fiscal Quarter.

         SECTION 12. Amendment to Section 6.14. Section 6.14 is hereby amended
by deleting the table thereof in its entirety and replacing it with the
following table:

                         Period(1)                                     Ratio
                         ---------                                     -----
Second Fiscal Quarter of 2002                                      5.00 to 1.00
Third Fiscal Quarter of 2002                                       4.75 to 1.00
Fourth Fiscal Quarter of 2002                                      4.50 to 1.00
First Fiscal Quarter of 2003                                       4.25 to 1.00
Second Fiscal Quarter of 2003                                      4.00 to 1.00
Third Fiscal Quarter of 2003 to First Fiscal Quarter of 2004       5.25 to 1.00
Second Fiscal Quarter of 2004                                      5.00 to 1.00
Third Fiscal Quarter of 2004                                       4.75 to 1.00
Fourth Fiscal Quarter of 2004 to Second Fiscal Quarter of 2005     4.50 to 1.00
Third Fiscal Quarter of 2005                                       4.25 to 1.00
Fourth Fiscal Quarter of 2005                                      3.75 to 1.00
First Fiscal Quarter of 2006 to Third Fiscal Quarter of 2006       3.00 to 1.00
Fourth Fiscal Quarter of 2006, and thereafter                      2.75 to 1.00

- --------------------------------
   (1) The designated Leverage Ratio shall be effective as of the last day of
the applicable Fiscal Quarter.

         SECTION 13. Representations and Warranties. Each of Holdings and the
Borrowers party hereto represents and warrants to the Administrative Agent and
the Lenders that:

         (a) this Amendment has been duly authorized, executed and delivered by
it and constitutes its legal, valid and binding obligation enforceable against
it in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws
affecting creditors' rights generally and except as enforceability may be
limited by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law);




                                                                              15


         (b) on the date hereof, the representations and warranties set forth in
Article III of the Credit Agreement are and will be true and correct with the
same effect as if made on the date hereof, except to the extent such
representations and warranties expressly relate to an earlier date; and

         (c) on the date hereof, after giving effect to this Amendment, no
Default or Event of Default shall have occurred and be continuing.

         SECTION 14. Amendment Fee. In consideration of the agreements of the
Required Lenders contained in this Amendment, the Borrowers agree to pay to the
Administrative Agent, for the account of each Lender that delivers an executed
counterpart of this Amendment prior to 5:00 p.m., New York City time, on July
15, 2003, an amendment fee (the "Amendment Fee") in an amount equal to .25% of
the aggregate amount of such Lender's outstanding Term Loans and Revolving
Commitments as of such date.

         SECTION 15. Conditions to Effectiveness. This Amendment shall become
effective as of the date first above written (the "Amendment Date") when:

         (a) the Administrative Agent shall have received (i) counterparts of
this Amendment that, when taken together, bear the signatures of each of
Holdings, the Borrowers listed on Schedule 1 hereto, the Required Lenders, the
Issuing Bank and the Swingline Lender and (ii) the Amendment Fee;

         (b) a certificate of an officer of Holdings and the Parent Borrower
shall have been delivered to the Administrative Agent confirming that each of
the representations and warranties contained in Section 10 hereof are true and
correct; and

         (c) the Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably request
relating to the organization, existence and good standing of each Loan Party and
the authorization of this Amendment, all in form and substance satisfactory to
the Administrative Agent and its counsel.

         SECTION 16. Credit Agreement. Except as specifically provided hereby,
the Credit Agreement and the other Loan Documents shall continue in full force
and effect in accordance with the provisions thereof as in existence on the date
hereof. After the date hereof, any reference to any Loan Document shall mean
such Loan Document as modified hereby. This Amendment shall be a Loan Document
for all purposes.

         SECTION 17. Applicable Law. This amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

         SECTION 18. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall constitute an original but all of which when
taken together shall constitute one contract. Delivery of an executed signature
page of this Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof.




                                                                              16


         SECTION 19. Headings. The 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.





                                                                              17


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first written above.

                                        METALDYNE CORPORATION,
                                             By
                                                  /s/ Jeffery M. Stafeil
                                                  -----------------------------
                                                  Name:  Jeffery M. Stafeil
                                                  Title: Executive VP & CFO


                                        METALDYNE COMPANY LLC,
                                             By
                                                  /s/ Jeffery M. Stafeil
                                                  -----------------------------
                                                  Name:  Jeffery M. Stafeil
                                                  Title: Executive VP & CFO


                                        THE SUBSIDIARIES LISTED ON
                                        SCHEDULE 1 HERETO,
                                             By
                                                  /s/ Jeffery M. Stafeil
                                                  -----------------------------
                                                  Name:  Jeffery M. Stafeil
                                                  Title: Executive VP & CFO


                                        JPMORGAN CHASE,
                                        individually and as Administrative Agent
                                        and Collateral Agent,

                                             By
                                                  /s/ Richard W. Duker
                                                  -----------------------------
                                                  Name:  Richard W. Duker
                                                  Title: Managing Director




                                                                              18



                                       CREDIT SUISSE FIRST BOSTON, individually
                                       and as Syndication Agent,

                                            By
                                                  /s/ Mark E. Gleason
                                                  -----------------------------
                                                  Name:  Mark E. Gleason
                                                  Title: Director


                                            By
                                                  /s/ Jennifer A. Pieza
                                                  -----------------------------
                                                  Name:  Jennifer A. Pieza
                                                  Title: Associate


                                       COMERICA BANK, individually and as
                                       Documentation Agent,

                                            By
                                                  /s/ Heather Hollidge
                                                  -----------------------------
                                                  Name:  Heather Hollidge
                                                  Title: Associate


                                       FIRST UNION NATIONAL BANK, individually
                                       and as Documentation Agent,

                                            By
                                                  -----------------------------
                                                  Name:
                                                  Title:


                                       NATIONAL CITY BANK, individually and as
                                       Documentation Agent,

                                            By

                                                  -----------------------------
                                                  Name:
                                                  Title:




                                                                              19


                                       BANK ONE, NA, individually and as
                                       Documentation Agent,

                                            By
                                                  /s/ James M. Sumoski
                                                  -----------------------------
                                                  Name:  James m. Sumoski
                                                  Title: Director






                                                                              20


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,


NAME OF INSTITUTION:                   ALLSTATE LIFE INSURANCE COMPANY


                                            By
                                                  /s/ Chris Goergen
                                                  -----------------------------
                                                  Name:  Chris Goergen
                                                  Title:

                                            By:
                                                  /s/ Jerry D. Zinkula
                                                  -----------------------------
                                                  Name: Jerry D. Zinkula


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   AIMCO CDO SERIES 2000-A


                                            By
                                                  /s/ Chris Goergen
                                                  -----------------------------
                                                  Name:  Chris Goergen
                                                  Title:


                                            By:
                                                  /s/ Jerry D. Zinkula
                                                  -----------------------------
                                                  Name: Jerry D. Zinkula






                                                                              21


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   AIMCO CLO SERIES 2001-A


                                            By
                                                  /s/ Chris Goergen
                                                  -----------------------------
                                                  Name: Chris Goergen
                                                  Title:


                                            By:
                                                  /s/ Jerry D. Zinkula
                                                  -----------------------------
                                                  Name: Jerry D. Zinkula



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   ANTARES CAPITAL CORPORATION


                                            By
                                                  /s/ David Mahon
                                                  -----------------------------
                                                  Name:  David Mahon
                                                  Title: Director







                                                                              22



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   MARINER CDO 2002, LTD.


                                            By
                                                  /s/ David Mahon
                                                  -----------------------------
                                                  Name:  David Mahon
                                                  Title: Director




                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   AURUM CLO 2002-1 LTD.

                                       By:  Columbia Management Advisors, Inc.
                                       (f/k/a Stein Roe & Farnham Incorporated),
                                       As Investment Manager

                                            By
                                                  /s/ Kathleen A. Zarn
                                                  -----------------------------
                                                  Name:  Kathleen A. Zarn
                                                  Title: Senior Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   RIVIERA FUNDING LLC


                                            By
                                                 /s/ Ann E. Morris
                                                 -------------------------------
                                                 Name:  Ann E. Morris
                                                 Title: Assistant Vice President






                                                                              23


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   STANWICH LOAN FUNDING LLC


                                            By
                                                 /s/ Ann E. Morris
                                                 -------------------------------
                                                 Name:  Ann E. Morris
                                                 Title: Assistant Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,


NAME OF INSTITUTION:                   GLENEAGLES TRADING LLC


                                            By:
                                                 /s/ Ann E. Morris
                                                 -------------------------------
                                                 Name:  Ann E. Morris
                                                 Title: Assistant Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   THE BANK OF NOVA SCOTIA


                                            By:
                                                  /s/ V. Gibson
                                                  -----------------------------
                                                  Name:  V. Gibson
                                                  Title: Assistant Agent





                                                                              24



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   BLUE SQUARE FUNDING LIMITED
                                       SERIES 3


                                            By:
                                                  /s/ Alice L. Wagner
                                                  -----------------------------
                                                  Name:  Alice L. Wagner
                                                  Title: Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   BLUE SQUARE FUNDING SERIES 3
                                       DEUTSCHE BANK TRUST CO. AMERICAS
                                       FKA BANKERS TRUST CO.


                                            By:
                                                  /s/ Stephen Hessler
                                                  -----------------------------
                                                  Name:  Stephen Hessler
                                                  Title: Vice President





                                                                              25



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   BNP PARIBAS


                                            By
                                                  /s/ Catherine Scaillier
                                                  -----------------------------
                                                  Name:  Catherine Scaillier
                                                  Title: Director
                                            By:
                                                  /s/ Cecile Scherer
                                                  -----------------------------
                                                  Name:  Cecile Scherer
                                                  Title: Director
                                                         Merchant Banking Group


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   SENIOR DEBT PORTFOLIO

                                       By:  Boston Management and Research
                                            as Investment Advisor

                                            By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President





                                                                              26



                                        SIGNATURE PAGE TO AMENDMENT No. 1
                                        DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                    EATON VANCE SENIOR INCOME TRUST

                                        By: Eaton Vance Management
                                            as Investment Advisor

                                            By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President



                                        SIGNATURE PAGE TO AMENDMENT No. 1
                                        DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                    EATON VANCE INSTITUTIONAL SENIOR LOAN
                                        FUND

                                        By: Eaton Vance Management
                                            as Investment Advisor

                                            By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President






                                                                              27



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   OXFORD STRATEGIC INCOME FUND

                                       By: Eaton Vance Management
                                           as Investment Advisor

                                           By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   EATON VANCE CDO II, LTD.

                                       By: Eaton Vance Management
                                           as Investment Advisor

                                           By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   EATON VANCE CDO III, LTD.

                                       By: Eaton Vance Management
                                           as Investment Advisor

                                           By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President




                                                                              28



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,


NAME OF INSTITUTION:                   EATON VANCE CDO IV, LTD.

                                       By: Eaton Vance Management
                                           as Investment Advisor

                                           By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,



NAME OF INSTITUTION:                   COSTANTINUS EATON VANCE CDO V, LTD.

                                       By: Eaton Vance Management
                                           as Investment Advisor

                                           By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President






                                                                              29


                                        SIGNATURE PAGE TO AMENDMENT No. 1
                                        DATED AS OF JULY 15, 2003,


NAME OF INSTITUTION:                    GRAYSON & CO.

                                        By:  Boston Management and Research
                                             as Investment Advisor

                                             By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,


NAME OF INSTITUTION:                   BIG SKY SENIOR LOAN FUND, LTD.

                                       By: Eaton Vance Management
                                           as Investment Advisor

                                            By
                                                  /s/ Michael Botthof
                                                  -----------------------------
                                                  Name:  Michael Botthof
                                                  Title: Vice President



                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,


NAME OF INSTITUTION:                   CARLYLE HIGH YIELD PARTNERS IV, LTD.


                                            By
                                                  /s/ Mark Alter
                                                  -----------------------------
                                                  Name:  Mark Alter
                                                  Title: Managing Director




                                                                              30


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,


NAME OF INSTITUTION:                   CARLYLE HIGH YIELD PARTNERS, L.P.


                                            By
                                                 /s/ Mark Alter
                                                 -----------------------------
                                                 Name: Mark Alter
                                                 Title:   Managing Director

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   CARLYLE LOAN OPPORTUNITY FUND


                                           By
                                                 /s/ Mark Alter
                                                 -----------------------------
                                                 Name: Mark Alter
                                                 Title:   Managing Director

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   COLUMBUS LOAN FUNDING LTD.

                                       By: Travelers Asset Management
                                           International Company LLC

                                           By
                                                 /s/ Allen Cantrell
                                                 -----------------------------
                                                 Name: Allen Cantrell
                                                 Title:   Investment Officer




                                                                              31


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   DEUTSCHE BANK AG, NEW YORK BRANCH

                                       By: DB Services New Jersey Inc.


                                           By
                                                 /s/ Alice L. Wagner
                                                 -----------------------------
                                                 Name:  Alice L. Wagner
                                                 Title: Vice President

                                           By
                                                 /s/ Edward Schaffer
                                                 -----------------------------
                                                 Name:  Edward Schaffer
                                                 Title: Vice President

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   DEUTSCHE BANK RG, NEW YORK BRANCH


                                            By
                                                 /s/ Marco Orlando
                                                 -----------------------------
                                                 Name:  Marco Orlando
                                                 Title: Director


                                                                              32


                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 DRESDNER BANK AG, NEW YORK AND
                                     CAYMAN BRANCHES


                                          By
                                               /s/ Laura J.K. Schumacher
                                               -----------------------------
                                               Name:  Laura J.K. Schumacher
                                               Title: Vice President

                                          By
                                               /s/ Erika P. Walters-Engemann
                                               -----------------------------
                                               Name:  Erika P. Walters-Engemann
                                               Title: Director

                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 DRYDEN III LEVERAGED LOAN CDO 2002

                                     By:  Prudential Investment Management Inc.,
                                          as Collateral Manager, As a Lender

                                          By
                                               /s/ Janet G. Crowe
                                               -----------------------------
                                               Name:  Janet G. Crowe
                                               Title: Vice President


                                                                              33

                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 DRYDEN IV LEVERAGED LOAN CDO 2003

                                     By:  Prudential Investment Management Inc.,
                                          as Attorney-in-fact

                                          By:
                                               /s/ Janet G. Crowe
                                               -----------------------------
                                               Name:  Janet G. Crowe
                                               Title: Vice President

                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 DRYDEN LEVERAGED LOAN CDO 2002-II

                                     By:  Prudential Investment Management Inc.,
                                          as Collateral Manager, As a Lender

                                          By:
                                               /s/ Janet G. Crowe
                                               -----------------------------
                                               Name:  Janet G. Crowe
                                               Title: Vice President

                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 ATRIUM CDO


                                          By:
                                               /s/ David H. Lerner
                                               -----------------------------
                                               Name:  David H. Lerner
                                               Title: Authorized Signatory

                                                                              34


                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 CSAM FUNDING I


                                          By:
                                                 /s/ David H. Lerner
                                                 -----------------------------
                                                 Name:  David H. Lerner
                                                 Title: Authorized Signatory


                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 CSAM FUNDING II


                                          By:
                                               /s/ David H. Lerner
                                               -----------------------------
                                               Name:  David H. Lerner
                                               Title: Authorized Signatory


                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 FIRST DOMINION FUNDING I


                                          By:
                                               /s/ David H. Lerner
                                               -----------------------------
                                               Name:  David H. Lerner
                                               Title: Authorized Signatory


                                                                              35


                                   SIGNATURE PAGE TO AMENDMENT No. 1
                                   DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:               FIRST DOMINION FUNDING II


                                       By:
                                            /s/ David H. Lerner
                                            -----------------------------
                                            Name:  David H. Lerner
                                            Title: Authorized Signatory


                                   SIGNATURE PAGE TO AMENDMENT No. 1
                                   DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:               FIRST DOMINION FUNDING III


                                       By:
                                            /s/ David H. Lerner
                                            -----------------------------
                                            Name:  David H. Lerner
                                            Title: Authorized Signatory


                                   SIGNATURE PAGE TO AMENDMENT No. 1
                                   DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:               ELF FUNDING TRUST III

                                   By:  New York Life Investment Management, LLC
                                        as Attorney-in-fact

                                        By:
                                             /s/ F. David Melka
                                             -----------------------------
                                             Name:  F. David Melka
                                             Title: Vice President



                                                                              36

                                   SIGNATURE PAGE TO AMENDMENT No. 1
                                   DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:               FLAGSHIP CLO 2001-1


                                         By
                                             /s/ Mark S. Pelletier
                                             -----------------------------
                                             Name:  Mark S. Pelletier
                                             Title: Director


                                   SIGNATURE PAGE TO AMENDMENT No. 1
                                   DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:               FLAGSHIP CLO II


                                         By
                                             /s/ Mark S. Pelletier
                                             -----------------------------
                                             Name:  Mark S. Pelletier
                                             Title: Director


                                   SIGNATURE PAGE TO AMENDMENT No. 1
                                   DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:               FLEET BOSTON FINANCIAL


                                         By
                                             /s/ Christopher Leath
                                             -----------------------------
                                             Name:  Christopher Leath
                                             Title: Vice President


                                                                              37


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   FRANKLIN FLOATING RATE TRUST


                                             By
                                                 /s/ Richard D'Addario
                                                 -----------------------------
                                                 Name:  Richard D'Addario
                                                 Title: Senior Vice President

                                      SIGNATURE PAGE TO AMENDMENT No. 1
                                      DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                  FRANKLIN FLOATING RATE MASTER SERIES


                                             By
                                                 /s/ Richard D'Addario
                                                 -----------------------------
                                                 Name:  Richard D'Addario
                                                 Title: Senior Vice President


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   FRANKLIN CLO I, LIMITED


                                             By
                                                 /s/ Richard D'Addario
                                                 -----------------------------
                                                 Name:  Richard D'Addario
                                                 Title: Senior Vice President


                                                                              38


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   FRANKLIN CLO II, LIMITED


                                             By
                                                 /s/ Richard D'Addario
                                                 -----------------------------
                                                 Name:  Richard D'Addario
                                                 Title: Senior Vice President

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   FRANKLIN CLO III, LIMITED


                                             By
                                                 /s/ Richard D'Addario
                                                 -----------------------------
                                                 Name:  Richard D'Addario
                                                 Title: Senior Vice President

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   GALLATIN FUNDING I LTD.

                                       By:  Bear Stearns Asset Management Inc.
                                            as its Collateral Manager

                                            By:
                                                 /s/ Niall D. Rosenzweig
                                                 -----------------------------
                                                 Name:  Niall D. Rosenzweig
                                                 Title: Associate Director


                                                                              39


                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 GENERAL ELECTRIC CAPITAL CORPORATION


                                           By
                                               /s/ Joseph Badini
                                               -----------------------------
                                               Name:  Joseph Badini
                                               Title: Duly Authorized Signatory


                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 GOLDMAN SACHS CREDIT PARTNERS, L.P.


                                          By
                                               /s/ John Makrinos
                                               -----------------------------
                                               Name:  John Makrinos
                                               Title: Authorized Signatory


                                     SIGNATURE PAGE TO AMENDMENT No. 1
                                     DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                 ELF FUNDING TRUST I

                                     By:  Highland Capital Management, L.P.
                                          as Capital Manager

                                          By:
                                               /s/ Mark Okada
                                               -----------------------------
                                               Name:  Mark Okada
                                               Title: Chief Investment Officer



                                                                              40

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   HIGHLAND LEGACY LIMITED (IV)

                                       By:  Highland Capital Management, L.P.
                                            as Collateral Manager

                                            By:
                                                 /s/ Mark Okada
                                                 -----------------------------
                                                 Name:  Mark Okada
                                                 Title: Chief Investment Officer


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   RESTORATION FUNDING CLO, LTD.

                                       By:  Highland Capital Management, L.P.
                                            as Collateral Manager

                                            By:
                                                 /s/ Mark Okada
                                                 -----------------------------
                                                 Name:  Mark Okada
                                                 Title: Chief Investment Officer

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   RMF LOANS 1 LIMITED

                                       By:  Highland Capital Management, L.P.
                                            as Attorney-in-fact-Fact

                                            By:
                                                 /s/ Mark Okada
                                                 -----------------------------
                                                 Name:  Mark Okada
                                                 Title: Chief Investment Officer



                                                                              41


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   HIGHLAND LOAN FUNDING V LTD.

                                       By:  Highland Capital Management, L.P.
                                            as Collateral Manager

                                            By:
                                                 /s/ Mark Okada
                                                 -----------------------------
                                                 Name:  Mark Okada
                                                 Title: Chief Investment Officer

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   PROMETHEUS INVESTMENT FUNDING NO. 1 LTD.

                                       By: HVB Credit Advisors LLC


                                           By:
                                                 /s/ Irv Roa
                                                 -----------------------------
                                                 Name:  Irv Roa
                                                 Title: Director

                                           By:
                                                 /s/ Elizabeth Tallmadge
                                                 -----------------------------
                                                 Name:  Elizabeth Tallmadge
                                                 Title: Managing Director
                                                        Chief Investment Officer


                                                                              42


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   PROMETHEUS INVESTMENT FUNDING NO. 2 LTD.

                                       By: HVB Credit Advisors LLC


                                            By:
                                                 /s/ Irv Roa
                                                 -----------------------------
                                                 Name:  Irv Roa
                                                 Title: Director

                                            By:
                                                 /s/ Elizabeth Tallmadge
                                                 -----------------------------
                                                 Name:  Elizabeth Tallmadge
                                                 Title: Managing Director
                                                        Chief Investment Officer


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   IKB CAPITAL CORPORATION


                                             By
                                                 /s/ David Snyder
                                                 -----------------------------
                                                 Name:  David Snyder
                                                 Title: President


                                                                              43


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   INDOSUEZ CAPITAL FUNDING IIA, LIMITED

                                       By:  Indosuez Capital
                                            as Portfolio Advisor

                                            By:
                                                 /s/ Charles Kobayashi
                                                 -----------------------------
                                                 Name:  Charles Kobayashi
                                                 Title: Principal and Portfolio
                                                        Manager

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   INDOSUEZ CAPITAL FUNDING VI, LIMITED

                                       By:  Indosuez Capital
                                            as Collateral Manager

                                            By:
                                                 /s/ Charles Kobayashi
                                                 -----------------------------
                                                 Name:  Charles Kobayashi
                                                 Title: Principal and Portfolio
                                                        Manager


                                                                              44


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                ING PRIME RATE TRUST

                                    By: ING Investments, LLC
                                        as its Investment Manager

                                        By:
                                              /s/ Mark F. Haak, CFA
                                              -----------------------------
                                              Name:  Mark F. Haak, CFA
                                              Title: Vice President

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                AERIES FINANCE--II LTD.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Sub-Managing Agent

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory


                                                                              45


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                AMARA-I FINANCE, LTD.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Financial Manager

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                AMARA 2 FINANCE, LTD.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Financial Manager

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory


                                                                              46


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                AVALON CAPITAL LTD.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Portfolio Advisor

                                         By:
                                              /s/ Joseph Rotondo
                                              -----------------------------
                                              Name:  Joseph Rotondo
                                              Title: Authorized Signatory


                                                                              47


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                AVALON CAPITAL LTD. 2

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Portfolio Advisor

                                         By:
                                              /s/ Joseph Rotondo
                                              -----------------------------
                                              Name:  Joseph Rotondo
                                              Title: Authorized Signatory

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                CERES II FINANCE LTD.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Sub-Managing Agent (Financial)

                                         By:
                                              /s/ Joseph Rotondo
                                              -----------------------------
                                              Name:  Joseph Rotondo
                                              Title: Authorized Signatory


                                                                              48


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                OASIS COLLATERALIZED HIGH INCOME
                                    PORTFOLIO-1 LTD.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Subadvisor

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                CHARTER VIEW PORTFOLIO

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Investment Advisor

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory


                                                                              49


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                DIVERSIFIED CREDIT PORTFOLIO LTD.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Investment Advisor

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                AIM FLOATING RATE FUND

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Attorney-in-fact

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory


                                                                              50


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                INVESCO CBO 2000-1 LTD.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Portfolio Advisor

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                INVESCO EUROPEAN CDO I S.A.

                                    By:  INVESCO Senior Secured Management, Inc.
                                         as Collateral Manager

                                         By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory


                                                                              51


                                   SIGNATURE PAGE TO AMENDMENT No. 1
                                   DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:               SARATOGA CLO I, LIMITED

                                   By:  INVESCO Senior Secured Management, Inc.
                                        as Asset Manager

                                        By:
                                              /s/ Joseph Rotondo
                                              -----------------------------
                                              Name:  Joseph Rotondo
                                              Title: Authorized Signatory

                                   SIGNATURE PAGE TO AMENDMENT No. 1
                                   DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:               SEQUILS-LIBERTY, LTD.

                                   By:  INVESCO Senior Secured Management, Inc.
                                        as Collateral Manager

                                        By:
                                               /s/ Joseph Rotondo
                                               -----------------------------
                                               Name:  Joseph Rotondo
                                               Title: Authorized Signatory


                                                                              52


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                JPMORGAN CHASE BANK as Trustee of the
                                    Antares Funding Trust Created under Trust
                                    Agreement dated as of November 30, 1999


                                          By:
                                               /s/ Leslie Hundley
                                               -----------------------------
                                               Name:  Leslie Hundley
                                               Title: Officer

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                KATONAH I, LTD.


                                          By:
                                               /s/ Ralph Della Rocca
                                               -----------------------------
                                               Name:  Ralph Della Rocca
                                               Title: Authorized Officer

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                KATONAH II, LTD.


                                           By:
                                                /s/ Ralph Della Rocca
                                                -----------------------------
                                                Name:  Ralph Della Rocca
                                                Title: Authorized Officer


                                                                              53


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   KATONAH III, LTD.


                                             By:
                                                 /s/ Ralph Della Rocca
                                                 -----------------------------
                                                 Name:  Ralph Della Rocca
                                                 Title: Authorized Officer

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   KZH CNC LLC


                                            By:
                                                 /s/ Hi Hua
                                                 -----------------------------
                                                 Name:  Hi Hua
                                                 Title: Authorized Agent

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   LCMI LIMITED PARTNERSHIP, As Lender

                                       By:  Lyon Capital Management LLC,
                                            As Collateral manager


                                            By:
                                                 /s/ Alexander Kenna
                                                 -----------------------------
                                                 Name:  Alexander Kenna
                                                 Title: Portfolio Manager


                                                                              54


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   LIBERTYVIEW CREDIT OPPORTUNITIES FUND, LP


                                             By:
                                                 /s/ Steven S. Rogers
                                                 -----------------------------
                                                 Name:  Steven S. Rogers
                                                 Title: Authorized Signatory

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   METROPOLITAN LIFE INSURANCE COMPANY


                                             By:
                                                 /s/ James R. Dingler
                                                 -----------------------------
                                                 Name:  James R. Dingler
                                                 Title: Director

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   MADISON AVENUE CDO IV, LIMITED

                                       By:  Metropolitan Life Insurance Company
                                            as Collateral Manager

                                            By:
                                                 /s/ James R. Dingler
                                                 -----------------------------
                                                 Name:  James R. Dingler
                                                 Title: Director


                                                                              55


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   MOUNTAIN CAPITAL CLO 1 LTD.


                                             By:
                                                  /s/ Chris Siddons
                                                  -----------------------------
                                                  Name:  Chris Siddons
                                                  Title: Director

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   MOUNTAIN CAPITAL CLO 11 LTD.


                                             By:
                                                 /s/ Chris Siddons
                                                 -----------------------------
                                                 Name:  Chris Siddons
                                                 Title: Director

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   NATEXIS BANQUES POPULAIRES


                                             By:
                                                 /s/ William J. Burke
                                                 -----------------------------
                                                 Name:  William J. Burke
                                                 Title: Vice President

                                             By:
                                                 /s/ Kristen Brainard
                                                 -----------------------------
                                                 Name:  Kristen Brainard
                                                 Title: Associate


                                                                              56


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   NOMURA BOND & LOAN

                                       By: UFJ Trust Bank Limited
                                           as Trustee

                                       By: Nomura Corporate Research and Asset
                                           Management Inc.
                                           as Attorney-in-Fact


                                           By
                                                 /s/ Elizabeth Mace
                                                 -----------------------------
                                                 Name:  Elizabeth Mace
                                                 Title:


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   CLYDESDALE CLO 2001-1, LTD

                                       By:  Nomura Corporate Research and Asset
                                            Management Inc.
                                            as Collateral Manager

                                            By:
                                                 /s/ Elizabeth Mace
                                                 -----------------------------
                                                 Name:  Elizabeth Mace
                                                 Title:


                                                                              57


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   NATIONAL CITY


                                             By:
                                                 /s/ Martin J. McCormick
                                                 -----------------------------
                                                 Name:  Martin J. McCormick
                                                 Title: Vice President

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   OCTAGON INVESTMENT PARTNERS II, LLC

                                       By:  Octagon Credit Investors, LLC
                                            as sub-investment manager

                                            By:
                                                 /s/ Andrew D. Gordon
                                                 -----------------------------
                                                 Name:  Andrew D. Gordon
                                                 Title: Portfolio Manager

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   OCTAGON INVESTMENT PARTNERS III, LTD.

                                       By:  Octagon Credit Investors, LLC
                                            as Portfolio Manager

                                            By:
                                                 /s/ Andrew D. Gordon
                                                 -----------------------------
                                                 Name:  Andrew D. Gordon
                                                 Title: Portfolio Manager


                                                                              58


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   OCTAGON INVESTMENT PARTNERS IV, LTD.

                                       By:  Octagon Credit Investors, LLC
                                            as collateral manager

                                            By:
                                                 /s/ Andrew D. Gordon
                                                 -----------------------------
                                                 Name:  Andrew D. Gordon
                                                 Title: Portfolio Manager

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   OCTAGON INVESTMENT PARTNERS V, LTD.

                                       By:  Octagon Credit Investors, LLC
                                            as Portfolio Manager

                                            By:
                                                 /s/ Andrew D. Gordon
                                                 -----------------------------
                                                 Name:  Andrew D. Gordon
                                                 Title: Portfolio Manager


                                                                              59


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   OPPENHEIMER SENIOR FLOATING RATE FUND


                                             By:
                                                 /s/ Lisa Chaffee
                                                 -----------------------------
                                                 Name:  Lisa Chaffee
                                                 Title: Manager

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   HARBOURVIEW CLO IV LTD.


                                             By:
                                                 /s/ Lisa Chaffee
                                                 -----------------------------
                                                 Name:  Lisa Chaffee
                                                 Title: Manager


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   HARBOURVIEW CLO V, LTD.


                                             By:
                                                 /s/ Lisa Chaffee
                                                 -----------------------------
                                                 Name:  Lisa Chaffee
                                                 Title: Manager


                                                                              60


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   HAMILTON CDO, LTD.

                                       By:  Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                            By:
                                                 /s/ Christopher A. Bondy
                                                 -----------------------------
                                                 Name:  Christopher A. Bondy
                                                 Title: Partner

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   WINDSOR LOAN FUNDING, LIMITED

                                       By:  Stanfield Capital Partners LLC
                                            as its Investment Manager

                                            By:
                                                 /s/ Christopher A. Bondy
                                                 -----------------------------
                                                 Name:  Christopher A. Bondy
                                                 Title: Partner

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   STANFIELD QUATTRO CLO, LTD.

                                       By:  Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                            By:
                                                 /s/ Christopher A. Bondy
                                                 -----------------------------
                                                 Name:  Christopher A. Bondy
                                                 Title: Partner


                                                                              61


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   STANFIELD ARBITRAGE CDO, LTD.

                                       By:  Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                            By:
                                                 /s/ Christopher A. Bondy
                                                 -----------------------------
                                                 Name:  Christopher A. Bondy
                                                 Title: Partner

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   STANFIELD CARRERA CLO, LTD.

                                       By:  Stanfield Capital Partners LLC
                                            as its Asset Manager

                                            By:
                                                 /s/ Christopher A. Bondy
                                                 -----------------------------
                                                 Name:  Christopher A. Bondy
                                                 Title: Partner

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   STANFIELD CLO LTD.

                                       By:  Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                            By:
                                                 /s/ Christopher A. Bondy
                                                 -----------------------------
                                                 Name:  Christopher A. Bondy
                                                 Title: Partner


                                                                              62


                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   STANFIELD/RMF TRANSATLANTIC CDO LTD.

                                       By:  Stanfield Capital Partners LLC
                                            as its Collateral Manager

                                            By:
                                                 /s/ Christopher A. Bondy
                                                 -----------------------------
                                                 Name:  Christopher A. Bondy
                                                 Title: Partner

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   THE SUMITOMO TRUST & BANKING CO., LTD.,
                                       NEW YORK BRANCH


                                            By:
                                                 /s/ Elizabeth A. Quirk
                                                 -----------------------------
                                                 Name:  Elizabeth A. Quirk
                                                 Title: Vice President

                                       SIGNATURE PAGE TO AMENDMENT No. 1
                                       DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                   TORONTO DOMINION (NEW YORK), INC.


                                            By:
                                                 /s/ Gwen Zirkle
                                                 -----------------------------
                                                 Name:  Gwen Zirkle
                                                 Title: Vice President


                                                                              63


                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                EMERALD ORCHARD LIMITED


                                        By:
                                              /s/ Gwen Zirkle
                                              -----------------------------
                                              Name: Gwen Zirkle
                                              Title:   Attorney-In-Fact

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                VENTURE CDO 2002, LIMITED

                                    By its investment advisor,
                                    Barclays Capital Asset Management Limited,

                                    By its sub-advisor, Barclays Bank PLC,
                                    New York Branch

                                         By:
                                              /s/ Kenneth Ostmann
                                              -----------------------------
                                              Name: Kenneth Ostmann
                                              Title:   Director

                                    SIGNATURE PAGE TO AMENDMENT No. 1
                                    DATED AS OF JULY 15, 2003,

NAME OF INSTITUTION:                WACHOVIA BANK, N.A.


                                         By:
                                              /s/ Frederick E. Blumer
                                              -----------------------------
                                              Name: Frederick E. Blumer
                                              Title:   Vice President
EX-10.2 5 file003.htm ASSET PURCHASE AGREEMENT 



                                                                  EXECUTION COPY


                                                                    EXHIBIT 10.2


                            ASSET PURCHASE AGREEMENT

                                   dated as of

                                   May 9, 2003

                                  by and among

                               TRIMAS CORPORATION,

                              METALDYNE CORPORATION

                                       and

                              METALDYNE COMPANY LLC













                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
                                   ARTICLE I.

                                   DEFINITIONS

SECTION 1.1.   Definitions.....................................................1

                                   ARTICLE II.

                           SALE AND PURCHASE OF ASSETS

SECTION 2.1.   Sale and Purchase...............................................7
SECTION 2.2.   Allocation of Purchase Price...................................10
SECTION 2.3.   Payment of Sales, Use and Other Taxes..........................10
SECTION 2.4.   Treatment of Restricted Stock Awards Held by
               Transferred Employees..........................................10

                                  ARTICLE III.

                                     CLOSING

SECTION 3.1.   Time and Place.................................................11
SECTION 3.2.   Deliveries at Closing..........................................11
SECTION 3.3.   Adjustment to Purchase Price...................................12

                                   ARTICLE IV.

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

SECTION 4.1.   Corporate Existence and Power..................................13
SECTION 4.2.   Corporate Authorization........................................13
SECTION 4.3.   Governmental Authorization.....................................14
SECTION 4.4.   Non-Contravention..............................................14
SECTION 4.5.   Absence of Certain Changes.....................................14
SECTION 4.6.   Compliance with Laws and Court Orders..........................15
SECTION 4.7.   Litigation.....................................................15
SECTION 4.8.   Finders' Fee...................................................15
SECTION 4.9.   Employee Benefit Plans.........................................15
SECTION 4.10   Financial Statements...........................................16
SECTION 4.11   No Liabilities.................................................16
SECTION 4.12   Title to Assets................................................16
SECTION 4.13   Disclaimer of Other Representations and Warranties.............16

                                      - i -



                                   ARTICLE V.

                     REPRESENTATIONS AND WARRANTIES OF BUYER

SECTION 5.1.  Corporate Existence and Power...................................17
SECTION 5.2.  Corporate Authorization.........................................17
SECTION 5.3.  Governmental Authorization......................................17
SECTION 5.4.  Non-Contravention...............................................17
SECTION 5.5.  Finders' Fees...................................................18

                                  ARTICLE VI.

                            COVENANTS OF THE SELLERS

SECTION 6.1.   Conduct of the Acquired Business...............................18
SECTION 6.2.   Access to Information..........................................19
SECTION 6.3.   Reports........................................................19
SECTION 6.4.   Consultation with Buyer........................................19

                                  ARTICLE VII.

                         COVENANTS OF BUYER AND SELLERS

SECTION 7.1.   Commercially Reasonable Efforts................................19
SECTION 7.2.   Certain Filings................................................20
SECTION 7.3.   Public Announcements...........................................20
SECTION 7.4.   Notices of Certain Events......................................20
SECTION 7.5.   Confidentiality................................................21
SECTION 7.6.   Plans..........................................................21
SECTION 7.7.   Information; Cooperation.......................................26
SECTION 7.8.   Further Assurances.............................................26

                                  ARTICLE VIII.

                     CONDITIONS TO OBLIGATIONS OF EACH PARTY

SECTION 8.2.   Conditions to the Obligations of Buyer.........................27
SECTION 8.3.   Conditions to the Obligations of Sellers.......................27

                                   ARTICLE IX.

                            OBLIGATIONS AFTER CLOSING

SECTION 9.1.   Indemnification................................................28


                                     - ii -



SECTION 9.2.   Procedures.....................................................29
SECTION 9.3.   Limitations on Indemnification.................................29

                                   ARTICLE X.

                                   TERMINATION

SECTION 10.1.  Termination....................................................30
SECTION 10.2.  Effect of Termination..........................................30

                                   ARTICLE XI.
                                  MISCELLANEOUS

SECTION 11.1.  Notices........................................................31
SECTION 11.2.  Survival of Representations and Warranties.....................31
SECTION 11.3.  Amendments; No Waivers.........................................31
SECTION 11.4.  Expenses.......................................................32
SECTION 11.5.  Successors and Assigns.........................................32
SECTION 11.6.  Governing Law..................................................32
SECTION 11.7.  WAIVER OF JURY TRIAL...........................................32
SECTION 11.8.  Counterparts; Effectiveness....................................32
SECTION 11.9.  Entire Agreement...............................................32
SECTION 11.10. Captions.......................................................32
SECTION 11.11. Severability...................................................33


                                    - iii -


EXHIBITS
- --------

Exhibit A    Form of Fittings Facility Sublease
Exhibit B    Form of Trademark Assignment
Exhibit C    Form of Bill of Sale
Exhibit D    Form of Acknowledgment of Assumption of Liabilities
Exhibit E    Form of Assignment and Assumption Agreement



SCHEDULES

Schedule 1.1(a)    - Assumed Contracts
Schedule 1.1(b)    - Knowledge of Officers
Schedule 2.1(a)    - Intellectual Property
Schedule 2.1(c)    - Assumed Liabilities
Schedule 3.3(b)    - Form of Preliminary Statement
Schedule 4.4       - Non-Contravention
Schedule 7.6(a)    - Transferred Employees
Schedule 7.6(c)    - Sellers' Savings Plans




                                     - iv -


                            ASSET PURCHASE AGREEMENT
                            ------------------------

     ASSET PURCHASE AGREEMENT dated as of May 9, 2003 by and among TriMas
Corporation, a Delaware corporation ("BUYER"), Metaldyne Corporation
("METALDYNE"), a Delaware corporation and Metaldyne Company LLC, a Delaware
limited liability company ("METALDYNE LLC" and together with Metaldyne, the
"SELLERS").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS, Sellers currently own a line of business principally relating to
designing, developing and manufacturing specialty tube nuts, fittings, spacers
and hollow extruded components conducted at that certain plant located at 12955
Inkster Road, Livonia, Michigan, 48150 (the "FITTINGS FACILITY"), and more
particularly described in the Fittings Facility Sublease (the "ACQUIRED
BUSINESS;" provided, that the term Acquired Business shall not include any
business conducted at such location prior to the date hereof, including without
limitation, the Peerless business which was closed in September, 2000);

     WHEREAS, Sellers desire to sell to Buyer and Buyer desires to purchase from
Sellers the Purchased Assets (as defined below) and assume from Sellers the
Assumed Liabilities (as defined below) on the terms and conditions set forth in
this Agreement;

     NOW, THEREFORE, in consideration of the foregoing and the mutual promises
herein made, and in consideration of the representations, warranties and
covenants herein contained, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS


     SECTION 1.1 DEFINITIONS. (a) The following terms, as used herein, have the
following meanings:

     "ACKNOWLEDGEMENT OF ASSUMPTION OF LIABILITIES" means the Acknowledgment of
Assumption of Liabilities executed by Buyer substantially in the form of Exhibit
D hereto.

     "ACQUIRED BUSINESS BALANCE SHEET" means the unaudited balance sheet
relating to the assets and liabilities of the Acquired Business as of March 31,
2003, prepared in accordance with the Applicable Accounting Principles.

     "ACTION" means any action, claim, suit, arbitration, subpoena, discovery
request, proceeding or investigation by or before any court or grand jury, any
Governmental Authority or arbitration tribunal.





     "AFFILIATE" means, with respect to any Person, any other Person directly or
indirectly controlling, controlled by or under common control with such Person
including by management contract or similar instrument.

     "APPLICABLE ACCOUNTING PRINCIPLES" means the stand-alone accounting
principles historically used by Sellers in preparing financial statements for
divisions or lines of business owned by Sellers applied on a consistent basis.

     "ASSUMED CONTRACTS" means the contracts set forth on Schedule 1.1(a)
hereto.

     "BENEFIT PLAN" means any Plan existing at the Effective Time established or
to which contributions have at any time been made by any Seller on behalf of
Employees or Former Employees, under which any Employee, Former Employee, or any
beneficiary thereof, is covered, is eligible for coverage or has benefit rights
in respect of service to any Seller.

     "BILL OF SALE" means the Bill of Sale conveying certain assets of the
Acquired Business from the Sellers to the Buyer and its Affiliates, a form of
which is attached as Exhibit C.

     "BOARD OF DIRECTORS" means the Board of Directors or members, as the case
may be, of Buyer or the applicable Seller as the case may be.

     "BUSINESS DAY" means a day other than Saturday, Sunday or any other day on
which commercial banks in New York, New York are authorized or required by law
to close.

     "BUYER FAIRNESS OPINION" means an opinion of Valuation Research
Corporation, as to the fairness, from a financial point of view, of the
consideration to be paid by Buyer and the financial terms of the documents
entered into in connection with the Transactions.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "EFFECTIVE TIME" means 11:59 p.m., Michigan time, on May 4, 2003.

     "EMPLOYEES" means the employees of the Sellers that perform services
exclusively for the Acquired Business as of the Effective Time.

     "ENTERPRISE VALUE" means $24,000,000.

     "ERISA" means the Employee Retirement Income Security Act of 1974.

     "ERISA AFFILIATE" of any Person means any other Person that, together with
such Person, would be treated as a single employer under Section 414 of the
Code.


                                     - 2 -


     "FITTINGS FACILITY SUBLEASE" means the sublease to be entered into by
Metaldyne LLC, as lessor, and Buyer or one of its Subsidiaries, as lessee, on
the Closing Date, in the form of Exhibit A hereto.

     "FITTINGS FACILITY SUBLEASE OBLIGATIONS" means the net present value (at a
discount rate of 12%) of all scheduled future rental payments to be made under
the Fittings Facility Sublease, such amount being equal to $1,292,000.

     "FORMER EMPLOYEE" means (a) any person who was employed exclusively in the
Acquired Business whose employment by any Seller was terminated on or before the
Closing Date (whether by retirement or otherwise), excluding persons who were
employed by any Seller or one of its Subsidiaries outside of the Acquired
Business subsequent to such termination prior to the Closing Date, and (b) an
Employee who is on short-term medical disability as of the Closing Date and who
thereafter becomes eligible for long-term medical disability.

     "GOVERNMENTAL AUTHORITY" means any federal, state or local government or
any court, administrative agency or commission or other governmental or
regulatory agency, authority or official, whether domestic, foreign or
supranational.

     "GUARANTEE" means a direct or indirect guarantee (other than by endorsement
of negotiable instruments for collection) by any Person of any indebtedness of
any other Person and includes any obligation, direct or indirect, contingent or
otherwise, of such Person: (1) to purchase or pay (or advance or supply funds
for the purchase or payment of) indebtedness of such other Person (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to
purchase assets, goods, securities or services (unless such purchase
arrangements are on arm's-length terms and are entered into in the ordinary
course of business), to take-or-pay, or to maintain financial statement
conditions or otherwise); or (2) entered into for purposes of assuring in any
other manner the obligee of such indebtedness of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part). The
amount of any Guarantee of any Person at any date shall be the outstanding
balance at such date of all unconditional obligations in respect of which such
Guarantee is made and the maximum liability of such other Person for any such
contingent obligations in respect of which such Guarantee is made at such date.
"GUARANTEE," when used as a verb, and "GUARANTEED" have correlative meanings.

     "IRS" means the Internal Revenue Service.

     "KNOWLEDGE" of the Sellers means the actual knowledge of the senior
employees and officers of the Sellers listed on Schedule 1.1(b) attached hereto.

     "LIABILITIES" means any and all indebtedness, liabilities or obligations,
whether accrued, fixed or contingent, mature or inchoate, known or unknown,
reflected on a balance sheet or otherwise, including, but not limited to, those
arising under any law, rule, regulation, Action, order, injunction or consent
decree of any Governmental Authority or any judgment of any court of any kind or
any award of any arbitrator of any kind, and those arising under any contract,
commitment or undertaking.


                                     - 3 -



     "LIEN" means, with respect to any property or asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
property or asset.

     "LOSSES" means any and all damages, losses, deficiencies, Liabilities,
obligations, penalties, judgments, settlements, claims, payments, fines,
interest, costs and expenses (including, without limitation, the costs and
expenses of any and all Actions and demands, assessments, judgments, settlements
and compromises relating thereto and the reasonable costs and expenses of
attorneys', accountants', consultants' and other professionals' fees and
expenses incurred in the investigation or defense thereof or the enforcement of
rights hereunder), including direct and consequential damages, but excluding
punitive damages (other than punitive damages awarded to any third party against
an Indemnified Party).

     "MATERIAL ADVERSE EFFECT" means either (i) a material adverse effect on the
condition (financial or otherwise), business or results of operations of the
Acquired Business or (ii) an effect which is materially adverse to the ability
of any Seller to consummate the Transactions; provided that with respect to
subclause (i) of this definition, any such effect resulting or arising from (w)
this Agreement or the Transactions or the announcement thereof, (x) changes in
circumstances or conditions affecting industrial manufacturing companies in
general, and not specifically relating to the Acquired Business, (y) changes in
general economic, regulatory or political conditions or in financial markets in
the United States or Europe or (z) changes in generally accepted accounting
principles shall not be considered a Material Adverse Effect, and with respect
to subclause (ii) of this definition, any such effect resulting or arising from
subclause (x), (y) or (z) above shall not be considered a Material Adverse
Effect.

     "MULTIEMPLOYER PLAN" means a multiemployer plan within the meaning of
Section 4001(a)(3) of ERISA with respect to which any Seller has an obligation
to contribute on behalf of Employees or Former Employees or has or could have
withdrawal liability under Section 4201 of ERISA.

     "OFFICER'S CERTIFICATE" means a certificate signed by an officer of
Metaldyne or Buyer, as the case may be.

     "PBGC" means the Pension Benefit Guaranty Corporation established pursuant
to Section 4002 of ERISA, or any successor thereto.

     "PERSON" means an individual, corporation, partnership, limited liability
company, association, trust or other entity or organization, including a
Governmental Authority.

     "PLAN" means any bonus, incentive compensation, deferred compensation,
pension, profit sharing, retirement, stock purchase, stock option, stock
ownership, stock appreciation rights, phantom stock, leave of absence, layoff,
vacation, day or dependent care, legal services, cafeteria, life, health,
accident, disability, workmen's compensation or other insurance, severance,
separation, other employee benefit, employment, consulting or change of control
agreement, plan, practice, policy or arrangement of any kind, whether written or
oral, or whether for the benefit of a single individual or more than one
individual, including, without limitation, any


                                     - 4 -



"employee benefit plan" within the meaning of Section 3(3) of ERISA (whether or
not subject thereto).

     "PURCHASE PRICE" means an amount equal to the Enterprise Value minus the
Fittings Facility Lease Obligations.

     "SELLER FAIRNESS OPINION" means an opinion of Klaris, Thomson & Schroeder,
Inc., as to the fairness, from a financial point of view, of the consideration
to be paid to Sellers and the financial terms of the documents entered into in
connection with the Transactions.

     "SELLER SHAREHOLDER AGREEMENT" means the shareholders agreement by and
among MascoTech, Inc., Masco Corporation, Richard Manoogian, certain of their
respective affiliates and other co-investors party thereto, dated as of November
28, 2000.

     "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, association, limited liability company or other organization,
whether incorporated or unincorporated, of which the securities or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other persons performing similar functions with respect to
such corporation, partnership, association, limited liability company or other
organization are at any time directly or indirectly owned or controlled by such
Person or by any one or more of its Subsidiaries, or by such Person and one or
more of its Subsidiaries.

     "TAX" or "TAXES" shall mean any and all taxes, charges, fees, levies or
other assessments, including income, gross receipts, excise, real or personal
property, sales, withholding, social security, retirement, unemployment,
occupation, use, goods and services, service use, license, value added, capital,
net worth, payroll, profits, franchise, transfer and recording taxes, fees and
charges, and any other taxes, assessments or similar charges imposed by the IRS
or any taxing authority (whether domestic or foreign including any state,
county, local or foreign government or any subdivision or taxing agency thereof
(including a United States possession)), whether computed on a separate,
consolidated, unitary, combined or any other basis; and such term shall include
any interest whether paid or received, fines, penalties or additional amounts
attributable to, or imposed upon, or with respect to, any such taxes, charges,
fees, levies or other assessments.

     "TAX BENEFIT" means the amount of any refund, credit or reduction in
otherwise required Tax payments, including any interest receivable thereon,
actually realized, provided that, for these purposes, Tax items shall be taken
into account in accordance with the ordering principles of the Code or other
applicable law.

     "TRADEMARK ASSIGNMENT" means the trademark assignment agreement to be
entered into by Metaldyne, as assignor, and Buyer or one of its Subsidiaries, as
assignee, on the Closing Date, in the form of Exhibit B hereto.


                                     - 5 -



     "TRANSACTIONS" means the purchase and sale of the Purchased Assets, the
assumption by Buyer of the Assumed Liabilities, the entering into of the
Fittings Facility Sublease and each other transaction contemplated by this
Agreement.

     Any reference in this Agreement to a statute shall be to such statute as
amended from time to time and to the rules and regulations promulgated
thereunder.

     (b) Each of the following terms is defined herein in the Section set forth
opposite such term:

                TERM                                             SECTION

                Acquired Business..............................      Recitals
                Actuary Firm...................................          7.6
                Assumed Liabilities............................        2.1
                Buyer..........................................      Recitals
                Buyer ABO......................................        7.6
                Buyer Indemnified Parties......................        9.1
                Buyer Representatives..........................        7.2
                Buyer Welfare Plans............................        7.6
                Buyer's Pension Plan...........................        7.6
                Buyer's Trustee................................        7.6
                Buyer's Union Plan.............................        7.6
                Closing........................................        3.1
                Closing Date...................................        3.1
                End Date.......................................       10.1
                Excluded Assets................................        2.1
                Excluded Liabilities...........................        2.1
                Fittings Facility..............................      Recitals
                Indemnified Party..............................        9.2
                Indemnifying Party.............................        9.2
                Independent Accountants........................        3.3
                Net Working Capital............................        3.3
                Plan Effective Date............................        7.6
                Preliminary Statement..........................        3.3
                Purchased Assets...............................        2.1
                Purchase Price.................................        3.2
                Purchase Price Adjustment......................        3.3
                Restricted Stock Awards........................        2.4
                Sellers........................................      Recitals
                Seller Indemnified Parties.....................        9.1
                Seller Representative..........................        6.2
                Sellers' Savings Plans.........................        7.6
                Sellers' Trustee...............................        7.6


                                     - 6 -



                TERM                                             SECTION

                Seller Welfare Plans...........................        7.6
                Shares.........................................      Recitals
                Transactions...................................      Recitals
                Transferred Employee...........................        7.6
                Union Agreement................................        7.6
                Union Employees................................        7.6
                Union Plan.....................................        7.6

                                  ARTICLE II.

                           SALE AND PURCHASE OF ASSETS

     SECTION 2.1. SALE AND PURCHASE. (a) Subject to the terms and conditions of
this Agreement, at the Closing, Sellers shall transfer and deliver to Buyer or
one or more designated Subsidiaries of Buyer, and Buyer or one or more
designated Subsidiaries of Buyer shall acquire and accept from Sellers,
effective as of the Effective Time, all of Sellers' and all of the Sellers'
Subsidiaries' rights, title and interest, in and to the following assets free
and clear of all Liens (collectively the "PURCHASED ASSETS"):

     (i) All tangible personal property owned by the Sellers and their
Subsidiaries used primarily in the operation of the Acquired Business, including
all furniture, machinery, office furnishings, and equipment at the Fittings
Facility and all office and warehouse supplies existing at the Fittings Facility
at the Effective Time or acquired thereafter;

     (ii) All authorizations, permits and licenses used by Sellers and Sellers'
Subsidiaries primarily to operate the Acquired Business as conducted at the
Effective Time;

     (iii) All rights of the Sellers and the Sellers' Subsidiaries under the
Assumed Contracts including any and all security and other deposits, advance
rents and any other payments made thereunder;

     (iv) All guarantees and warranties relating to the Purchased Assets and all
rights of the Sellers and the Sellers' Subsidiaries against vendors of tangible
personal property and services to the Acquired Business other than with respect
to claims made under any such guarantee or warranty prior to the Effective Time;

     (v) All intangible assets used primarily in the operation of the Acquired
Business, including, but not limited to, all patents, copyrights, trademarks,
service marks and designs and those trade names and service names set forth on
Schedule 2.1(a) hereto and


                                     - 7 -



all related goodwill, all domain names and telephone numbers of the Acquired
Business and all trade secrets and inventions used or developed primarily by the
Acquired Business (whether or not patentable or reduced to practice); provided,
that any such trademark, trade name or service marks that contains the name
"Metaldyne" shall not be a "Purchased Asset;"

     (vi) All prepaid items including, without limitation, all equipment, lease
and other deposits, relating primarily to the Acquired Business;

     (vii) Copies of all customer lists, customer contracts and financial
records relating primarily to the Acquired Business;

     (viii) Except for corporate documents, records and minutes, copies of all
books, records and documents required for or primarily relating to the operation
of the Acquired Business;

     (ix) All inventory of the Acquired Business;

     (x) Rights to ordered inventory and services and open customer orders of
the Acquired Business from and after the Effective Time;

     (xi) All accounts receivable of the Acquired Business arising after the
Effective Time and any cash paid in respect thereof to the extent not used to
invest in Purchased Assets or to reduce Assumed Liabilities;

     (xii) The assets to be transferred pursuant to Section 7.6; and

     (xiii) Any and all other assets of whatever type or description, other than
the Excluded Assets, which are used primarily in the operation of the Acquired
Business including without limitation all rights title and interest of Metaldyne
LLC being transferred pursuant to the Fittings Facility Sublease.

provided, that notwithstanding the foregoing, to the extent that the sale,
conveyance, transfer, assignment or delivery or attempted sale, conveyance,
transfer, assignment or delivery to Buyer of any Purchased Assets (including any
Assumed Contract) is prohibited by any applicable law or would require any
governmental or third-party authorizations, approvals, consents or waivers and
such authorizations, approvals, consents or waivers shall not have been obtained
prior to the Closing, this Agreement shall not constitute a sale, conveyance,
transfer, assignment or delivery, or an attempted sale, conveyance, transfer,
assignment or delivery, thereof, if any of the foregoing would constitute a
breach of applicable law or the rights of any third party. Following the
Closing, the parties shall use their commercially reasonable efforts, and shall
cooperate with each other, to obtain promptly such authorizations, approvals,
consents or waivers; provided, however, that neither Sellers nor Buyer nor any
of their respective Affiliates shall be required to pay any consideration
therefor, other than filing, recordation or similar fees payable to any
Governmental Authority, which fees shall be shared equally by


                                     - 8 -




Sellers and Buyer. Pending or in the absence of such authorization, approval,
consent or waiver, the parties shall cooperate with each other in any reasonable
and lawful arrangements to provide to Buyer the benefits and liabilities of use
of such Purchased Assets. If such authorization, approval, consent or waiver for
the sale, conveyance, transfer, assignment or delivery of any such Purchased
Assets is obtained, Seller shall promptly convey, transfer, assign and deliver,
or cause to be conveyed, transferred, assigned and delivered, such Purchased
Assets to Buyer.

     (b) Notwithstanding anything to the contrary contained in this Agreement,
from and after the Closing but effective as of the Effective Time, the Sellers
and their Subsidiaries shall retain all of their rights, title and interest in
and to the following assets (the "EXCLUDED ASSETS"):

     (i) All accounts receivable of the Acquired Business arising prior to the
   Effective time;

     (ii) Any rights to income tax refunds and prepaid income taxes;

     (iii) Any right and interest of the Sellers in this Agreement, Sellers
   rights as landlord under the Fittings Facility Sublease and, after giving
   effect to the Fittings Facility Sublease, Metaldyne LLC's rights as tenant
   under the lease of the Fittings Facility;

     (iv) Any and all of the Seller's insurance policies, including all rights
   to coverage, all proceeds and all prepaid insurance under such policies;

     (v) Any other assets or property of the Sellers' which are not (A) used
   primarily in the Acquired Business or (B) located at the Fittings Facility.

     (c) Subject to the terms and conditions of this Agreement, as of the
Closing Date but effective as of the Effective Time, Buyer agrees to assume,
satisfy, perform, pay and discharge each of the following Liabilities (the
"ASSUMED LIABILITIES"):

     (i) Subject to Section 2.1(d) below and Section 7.6, all environmental,
   health or other Liabilities of any kind and nature to the extent arising from
   the businesses, operations and assets of the Acquired Business and regardless
   of whether such Liabilities shall arise prior to, on or after the Effective
   Time, including without limitation, those Liabilities set forth on Schedule
   2.1(c); and

     (ii) All accounts payable of the Acquired Business arising after the
   Effective Time.

     (d) Notwithstanding anything contained in this Agreement to the contrary,
from and after the Closing Date but effective as of the Effective Time, as
between the Buyer and the Sellers, the Sellers shall retain all of the following
Liabilities (the "EXCLUDED LIABILITIES"):


                                     - 9 -



     (i) All environmental, health or other Liabilities of any kind and nature
   to the extent arising from any businesses, operations and assets of any
   Seller or any of the Sellers' Subsidiaries other than the Acquired Business
   whenever such businesses, operations or assets shall have been conducted or
   owned and regardless of whether such Liabilities shall arise prior to, on or
   after the Effective Time, including, without limitation, any Liabilities
   relating to the Excluded Assets;

     (ii) All Liabilities of the Sellers under this Agreement, as landlord under
   the Fittings Facility Sublease and, after giving effect to the Fittings
   Facility Sublease, Seller's obligations as tenant under the lease of the
   Fittings Facility;

     (iii) All Liabilities for income Taxes and insurance coverage with respect
   to the operation of the Acquired Business by Sellers and Sellers'
   Subsidiaries; and

     (iv) All Liabilities of Sellers for accounts payable arising prior to the
   Effective Time.

     SECTION 2.2. ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be
allocated among the Purchased Assets in accordance with Section 1060 of the
Code, and Buyer and Sellers agree (a) to report the sale and purchase of the
Purchased Assets for Tax purposes in accordance with such allocations and (b)
not to take any position inconsistent with such allocations on any of their
respective tax returns. Metaldyne shall initially determine and send written
notice to the Buyer of the allocation of the Purchase Price within 60 days
following the execution of this Agreement. The Buyer shall be deemed to have
accepted such allocation unless it provides written notice of disagreement to
Metaldyne within 10 days of receipt of Metaldyne's notice of allocation. If the
Buyer provides such notice of disagreement to Metaldyne, the parties shall
proceed in good faith to determine the allocation in dispute.

     SECTION 2.3. PAYMENT OF SALES, USE AND OTHER TAXES. The Sellers shall pay
all sales, use, transfer, value added and other related Taxes, if any, arising
out of the sale by the Sellers of the Purchased Assets and the transfer of the
Assumed Liabilities to the Buyer pursuant to this Agreement.

     SECTION 2.4. TREATMENT OF RESTRICTED STOCK AWARDS HELD BY TRANSFERRED
EMPLOYEES. Buyer shall promptly pay Transferred Employees on the redemption in
2004 of restricted share awards (at the rate of $20.28 per share) of Metaldyne
held by such Transferred Employees under Restricted Stock Awards dated November
17, 2000 (the "RESTRICTED STOCK AWARDS"). For purposes of the continued vesting
of Restricted Stock Awards, Buyer and Metaldyne will treat employment with the
Buyer or any Subsidiary of the Buyer as employment of the Transferred Employees
with Metaldyne.


                                     - 10 -



                                  ARTICLE III.

                                     CLOSING

     SECTION 3.1. TIME AND PLACE. Unless this Agreement is earlier terminated
pursuant to Article X, the closing of the transactions contemplated by Article
II of this Agreement, including the purchase and sale of the Purchased Assets
and the assumption of the Assumed Liabilities (the "CLOSING"), shall take place
as promptly as practicable, but no later than five Business Days following
satisfaction or waiver of the conditions set forth in Articles VIII, at 10:00
a.m. at the offices of Cahill Gordon & Reindel, 80 Pine Street, New York, New
York 10005, unless another time or place shall be agreed to by the parties (the
"CLOSING DATE").

     SECTION 3.2. DELIVERIES AT CLOSING.

     (a) Closing Deliveries by the Sellers. At the Closing, the Sellers shall
deliver or cause to be delivered to the Buyer:

     (i) the Bill of Sale executed by the Sellers;

     (ii) original signature pages to the Fittings Facility Sublease executed by
   Metaldyne LLC and the Trademark Assignment executed by Metaldyne;

     (iii) an unredacted, fully executed copy of each Assumed Contract, together
   with assignment and assumption agreements and/or subcontracts, as applicable,
   in form and substance reasonably acceptable to the Buyer, assigning to the
   Buyer all rights of the Sellers in and to such Assumed Contracts;

     (iv) copies of all consents set forth on Schedule 4.4;

     (v) the Officer's Certificate described in Section 8.2(a)(iii); and

     (vi) a FIRPTA affidavit for each Seller, if required by Section 1445 of the
   Code.

     In addition, Sellers shall use commercially reasonable efforts to deliver
such other instruments and documents of conveyance and transfer as shall be
necessary and effective to transfer and assign to, and vest in, Buyer all of
Sellers' rights, title and interest in and to the Purchased Assets and such
other respective agreements and other documents, instruments and certificates in
addition to good standing certificates, certified resolutions, receipts and such
other items as may be reasonably requested by Buyer. Simultaneously with such
deliveries, all such commercially reasonable steps will be taken by Sellers as
may be required to put Buyer in actual possession and operating control of the
Purchased Assets.


                                     - 11 -



     (b) Closing Deliveries by the Buyer. At the Closing, the Buyer will deliver
or cause to be delivered to the Sellers:

     (i) the Purchase Price in immediately available funds by wire transfer to
   an account or accounts that shall have been designated by the Sellers not
   less than two Business Days prior to the Closing Date;

     (ii) original signature pages to the Fittings Facility Sublease and the
   Trademark Assignment executed by Buyer or a Subsidiary of Buyer;

     (iii) the Officer's Certificate described in Section 8.3(a)(iii); and

     (iv) the Acknowledgement of Assumption of Liabilities executed by Buyer.

     Additionally, Buyer shall use its commercially reasonable efforts to
deliver such other respective agreements and other documents, instruments and
certificates in addition to good standing certificates, certified resolutions
and such other items as may be reasonably requested by Sellers.

     SECTION 3.3. ADJUSTMENT TO PURCHASE PRICE. The Purchase Price shall be
subject to adjustment after the Closing as follows:

     (a) If Net Working Capital, as finally determined as hereinafter provided
   in this Section 3.3, is less than $965,000, the Purchase Price shall be
   deemed reduced by such difference and Sellers shall pay Buyer an amount in
   cash equal to such difference. If Net Working Capital, as finally determined,
   is greater than $965,000, the Purchase Price shall be deemed increased by
   such difference and Buyer shall pay Sellers an amount in cash equal to such
   difference. Such reduction or increase in the Purchase Price shall be
   referred to herein as the "PURCHASE PRICE ADJUSTMENT." Any Purchase Price
   Adjustment shall be paid within five Business Days after such final
   determination.

     (b) Within 60 days after the Closing Date, Buyer will prepare and present
   to Metaldyne a statement in reasonable detail of Net Working Capital (as
   hereinafter defined) of the Acquired Business as of the Effective Time (the
   "PRELIMINARY STATEMENT") in the form and with the accounting categories and
   layout set forth in the example attached hereto as Schedule 3.3(b). "NET
   WORKING CAPITAL" shall mean (i) the sum of (A) inventory (before reserves and
   excluding accrued capitalized variances from standard costs) plus (B) prepaid
   expenses, less (ii) accrued expenses, all as determined in a manner
   consistent with the Applicable Accounting Principles. Net Working Capital
   shall be determined without giving effect to the transactions contemplated by
   this Agreement. Net Working Capital shall not reflect or include any amount
   with respect to any of the Excluded Assets or any Liabilities that are not
   Assumed Liabilities.

     (c) Sellers and their accountants shall have the right to review the work
   papers of Buyer utilized in preparing the Preliminary Statement and shall
   have full access to the


                                     - 12 -



   books, records, properties and personnel of Buyer for purposes of verifying
   the accuracy and fairness of the presentation of Net Working Capital in the
   Preliminary Statement. The Preliminary Statement shall be binding on Sellers,
   unless Metaldyne presents to Buyer written notice of disagreement within 30
   days after receipt of the Preliminary Statement specifying in reasonable
   detail the nature and extent of the disagreement.

     (d) If Buyer and Sellers are unable to resolve any such disagreement within
   15 days after Buyer received notice of such disagreement, the disagreement
   shall be referred for final determination to an independent accounting firm
   as the parties shall mutually designate. The accounting firm so designated to
   make the final determination is hereinafter referred to as the "INDEPENDENT
   ACCOUNTANTS."

     (e) Net Working Capital shall be deemed to have been finally determined
   upon the first to occur of (i) written acceptance of the Preliminary
   Statement by Metaldyne, (ii) Metaldyne's failure to object thereto within 30
   days of receipt thereof, or (iii) notification by the Independent Accountants
   of their final determination thereof.

     (f) The fees and disbursements of the accountants of Buyer shall be paid by
   Buyer. The fees and disbursements of Sellers' accountants shall be paid by
   Sellers. The fees and disbursements of the Independent Accountants incurred
   pursuant to this Section 3.3 shall be borne equally, one-half by Sellers and
   one-half by Buyer.

                                  ARTICLE IV.

                    REPRESENTATIONS AND WARRANTIES OF SELLERS

     Each Seller, jointly and severally, represents and warrants to Buyer that,
except as set forth in any disclosure schedule delivered by the Sellers to Buyer
immediately prior to execution of this Agreement:

     SECTION 4.1. CORPORATE EXISTENCE AND POWER. Each Seller is a corporation or
limited liability company duly formed, validly existing and in good standing
under the laws of the State of Delaware and has all organizational powers and
governmental licenses, authorizations, permits, consents and approvals required
to carry on the Acquired Business as now conducted, except for those licenses,
authorizations, permits, consents and approvals the absence of which would not
be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect. Each Seller is duly qualified to do business as a foreign entity
and is in good standing in each jurisdiction where such qualification is
necessary, except for those jurisdictions where failure to be so qualified would
not be reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.

     SECTION 4.2. CORPORATE AUTHORIZATION. The execution, delivery and
performance by the Sellers of this Agreement and the consummation by Sellers of
the Transactions


                                     - 13 -



are within the Sellers' organizational powers and have been duly authorized by
all necessary organizational action on the part of the Sellers. This Agreement
constitutes a valid and binding agreement of each Seller enforceable against
each Seller in accordance with its terms except (i) to the extent enforceability
may be limited by bankruptcy laws, insolvency laws, reorganization laws,
moratorium laws or other laws affecting creditors' rights generally and (ii) to
the extent enforceability may be limited by general equity principles.

     SECTION 4.3. GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by the Sellers of this Agreement and the consummation by the Sellers
of the Transactions require no action by or in respect of, or filing with, or
notification or reporting to, any Governmental Authority, other than any actions
or filings the absence of which would not be reasonably expected to have,
individually or in the aggregate, a Material Adverse Effect.

     SECTION 4.4. NON-CONTRAVENTION. The execution, delivery and performance by
the Sellers of this Agreement and the consummation of the Transactions by the
Sellers do not and will not (i) contravene, conflict with or result in any
violation or breach of any provision of the certificate of incorporation or
by-laws of the Sellers, (ii) contravene, conflict with or result in a violation
or breach of any provision of any applicable law, statute, ordinance, rule,
regulation, judgment, injunction, order or decree, (iii) except as set forth on
Schedule 4.4, require any consent or other action by any Person under,
constitute a default under or cause or permit the termination, cancellation,
acceleration or other change of any right or obligation or the loss of any
benefit to which the Acquired Business is entitled under any provision of any
agreement or other instrument binding upon any Seller or any license, franchise,
permit, certificate, approval or other similar authorization affecting, or
relating in any way to, the Acquired Business or (iv) result in the creation or
imposition of any Lien on any of the Purchased Assets, except for such
contraventions, conflicts and violations referred to in clause (ii) and except
for such failures to obtain any such consent or other action, defaults,
terminations, cancellations, accelerations, changes or losses referred to in
clause (iii) that would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect.

     SECTION 4.5. ABSENCE OF CERTAIN CHANGES. Since December 31, 2002, except in
connection with the Transactions, the Acquired Business has been conducted in
the ordinary course consistent with past practices and there has not been:

     (a) any creation or other incurrence by any Seller of any Lien on any asset
   that is material to the Acquired Business, taken as a whole, other than in
   the ordinary course of business consistent with past practices;

     (b) any damage, destruction or other casualty loss (whether or not covered
   by insurance) affecting the Acquired Business that has or could be reasonably
   expected to have, individually or in the aggregate, a Material Adverse
   Effect; or

     (c) any loss of any material supplier or customer of the Acquired Business.


                                     - 14 -



     SECTION 4.6. COMPLIANCE WITH LAWS AND COURT ORDERS. The Acquired Business
is, and since January 1, 2002 has been, in compliance with any applicable law,
statute, ordinance, rule, regulation, judgment, injunction, order or decree,
except for failures to comply or violations that have not had and would not be
reasonably expected to have, individually or in the aggregate, a Material
Adverse Effect.

     SECTION 4.7. LITIGATION. There is no Action, suit, investigation or
proceeding pending against, or, to the knowledge of the Sellers, threatened
against, any Seller, in either case, with respect to the Acquired Business, any
of the Purchased Assets or any of the Assumed Liabilities before any court or
arbitrator, or before or by any Governmental Authority, that would reasonably be
expected to have, individually or in the aggregate, together with all other such
Actions, suits, investigations or proceedings, a Material Adverse Effect.

     SECTION 4.8. FINDERS' FEE. There is no investment banker, broker, finder or
other intermediary that has been retained by or is authorized to act on behalf
of any Seller or any of their respective Subsidiaries that might be entitled to
any fee or commission from Buyer, or any of its Affiliates in connection with
the Transactions.

     SECTION 4.9. EMPLOYEE BENEFIT PLANS. (a) Copies of all written Benefit
Plans, summary plan descriptions, trust agreements, actuarial valuation reports
and the most recent annual return and IRS determination letters have been made
available to Buyer.

     (b) Except as would not be reasonably expected to have, individually or in
the aggregate, a Material Adverse Effect:

     (i) each Benefit Plan has at all times been maintained and administered in
   all respects in accordance with its terms and with the requirements of all
   applicable law, including ERISA and the Code. Each Benefit Plan intended to
   qualify under Section 401(a) of the Code has been determined by the IRS to be
   qualified under Section 401(a) of the Code, and the Sellers know of no fact
   or circumstance giving rise to a material likelihood that any Benefit Plan
   would not be treated as so qualified by the IRS;

     (ii) all required contributions to any Benefit Plans that are "defined
   benefit pension plans" required to be made by any Seller or any of its
   Subsidiaries in accordance with Section 302 of ERISA or Section 412 of the
   Code have been timely made; there has been no application for or waiver of
   the minimum funding standards imposed by Section 412 of the Code with respect
   to any Benefit Plan; and no Benefit Plan has incurred any "accumulated
   funding deficiency" within the meaning of Section 302 of ERISA or Section 412
   of the Code;

     (iii) no "reportable event" (within the meaning of Section 4043 of ERISA)
   has occurred with respect to any Benefit Plan or any Plan maintained by an
   ERISA Affiliate since the effective date of said Section 4043;


                                     - 15 -



     (iv) no liability has been incurred or is expected to be incurred by any
   Seller or any of its Subsidiaries under Title IV of ERISA with respect to any
   Benefit Plan, or with respect to any other Plan presently or heretofore
   maintained or contributed to during the 5 year period prior to the Closing
   Date by any ERISA Affiliate;

     (v) none of the Benefit Plans are Multiemployer Plans;

     (vi) neither the Sellers nor any of their ERISA Affiliates has incurred any
   liability for any tax imposed under Sections 4971 through 4980E of the Code
   or civil liability under Section 502(i) or (l) of ERISA; and

     (vii) no action (excluding claims for benefits incurred in the ordinary
   course of Plan activities) has been brought or, to the knowledge of the
   Sellers, threatened against or with respect to any Benefit Plan.

     SECTION 4.10. FINANCIAL STATEMENTS. The Acquired Business Balance Sheet in
accordance with the Applicable Accounting Principles and the unaudited statement
of profit and loss for the Acquired Business for the three months ended March
31, 2003 have been prepared in accordance with the Applicable Accounting
Principles and accurately reflect the financial position and results of
operations of the Acquired Business, as of and for the period then ended.

     SECTION 4.11. NO LIABILITIES. Except for the Liabilities incurred
subsequent to the date of the Acquired Business Balance Sheet in the ordinary
course of operation of the Acquired Business, there are no liabilities or
obligations of the Acquired Business of the type required to be disclosed or
provided for on the Acquired Business Balance Sheet in accordance with the
Applicable Accounting Principles that have not been disclosed on the Acquired
Business Balance Sheet. Except for Liabilities reflected on the Acquired
Business Balance Sheet or incurred subsequent to the date thereof in the
ordinary course of operation of the Acquired Business, there are no Liabilities
of the Acquired Business that would individually or in the aggregate have a
Material Adverse Effect.

     SECTION 4.12. TITLE TO ASSETS. At the Closing, Metaldyne and its
Subsidiaries own outright and have good title to all of the Purchased Assets. At
the Closing, the Buyer will acquire all of the right, title and interest in the
Purchased Assets, free and clear of any Liens. To the knowledge of the Sellers,
each of the Assumed Contracts is in full force and effect and constitutes a
legal, valid and binding obligation of each party thereto, enforceable against
each party thereto in accordance with its terms.

     SECTION 4.13. DISCLAIMER OF OTHER REPRESENTATIONS AND WARRANTIES. The
Sellers do not make, and have not made, any representations or warranties in
connection with the Transactions other than those expressly set forth herein. It
is understood that any data, any financial information or any memoranda or
offering materials or presentations are not and shall not be deemed to be or to
include representations or warranties of Sellers. Except as expressly set forth
herein, no Person has been authorized by any Seller to make any representation
or war-


                                     - 16 -



ranty relating to any Seller or the Acquired Business or otherwise in connection
with the Transactions and, if made, such representation or warranty may not be
relied upon as having been authorized by any Seller.

                                   ARTICLE V.

                     REPRESENTATIONS AND WARRANTIES OF BUYER


     Buyer represents and warrants to the Sellers that:

     SECTION 5.1. CORPORATE EXISTENCE AND POWER. Buyer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all corporate powers and all material governmental licenses,
authorizations, permits, consents and approvals required to perform its
obligations with respect to the Transactions.

     SECTION 5.2. CORPORATE AUTHORIZATION. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the Transactions
are within the corporate powers of Buyer and have been duly authorized by all
necessary corporate action. This Agreement constitutes a valid and binding
agreement of Buyer enforceable against Buyer in accordance with its terms except
(i) to the extent enforceability may be limited by bankruptcy laws, insolvency
laws, reorganization laws, moratorium laws or other laws affecting creditors'
rights generally and (ii) to the extent enforceability may be limited by general
equity principles.

     SECTION 5.3. GOVERNMENTAL AUTHORIZATION. The execution, delivery and
performance by Buyer of this Agreement and the consummation by Buyer of the
Transactions require no action by or in respect of, or filing with, or
notification or reporting to, any Governmental Authority other than any actions
or filings the absence of which would not be reasonably expected to have,
individually or in the aggregate, an effect which is materially adverse to the
ability of Buyer to consummate the Transactions.

     SECTION 5.4. NON-CONTRAVENTION. The execution, delivery and performance by
Buyer of this Agreement and the consummation by Buyer of the Transactions do not
and will not (i) contravene, conflict with or result in any violation or breach
of any provision of the certificate of incorporation or by-laws of Buyer, (ii)
contravene, conflict with or result in a violation or breach of any provision of
any law, rule, regulation, judgment, injunction, order or decree, (iii) require
any consent or other action by any Person under, constitute a default under or
cause or permit the termination, cancellation, acceleration or other change of
any right or obligation or the loss of any benefit to which Buyer is entitled
under any provision of any agreement or other instrument binding upon Buyer or
any license, franchise, permit, certificate, approval or other similar
authorization affecting, or relating in any way to, the assets or business of
Buyer or (iv) result in the creation or imposition of any Lien on any asset of
Buyer, except for such contraventions, conflicts and violations referred to in
clause (ii) and for such failures to obtain any such consent or other action,
defaults, terminations, cancellations, accelerations, changes, losses


                                     - 17 -



or Liens referred to in clauses (iii) and (iv) that would not be reasonably
expected to materially impair the ability of Buyer to consummate the
Transactions.

     SECTION 5.5. FINDERS' FEES. There is no investment banker, broker, finder
or other intermediary that has been retained by or is authorized to act on
behalf of Buyer or any of Buyer's Subsidiaries that might be entitled to any fee
or commission from any Seller or any of their Affiliates in connection with the
Transactions.

                                  ARTICLE VI.

                            COVENANTS OF THE SELLERS


     Sellers agree that:

     SECTION 6.1. CONDUCT OF THE ACQUIRED BUSINESS. Except as contemplated by
this Agreement or as expressly agreed to in writing by Buyer, during the period
from the date of this Agreement to the Closing Date, Sellers shall operate the
Acquired Business according to its ordinary and usual course of business and
consistent with past practice and use all commercially reasonable efforts to
preserve intact with respect to the Acquired Business, its current business
organizations, keep available the services of its current officers and employees
and preserve its relationships with customers, suppliers, licensors, licensees,
advertisers, distributors and others having business dealings with it and
preserve goodwill. Without limiting the generality of the foregoing, and except
as (x) otherwise expressly provided in this Agreement or (y) required by law,
prior to the Closing Date, Sellers shall not, without the consent of Buyer:

     (a) sell, lease, license or otherwise dispose of any material amount of
   assets, securities or property of the Acquired Business, taken as a whole,
   except pursuant to existing contracts or commitments or otherwise in the
   ordinary course consistent with past practice;

     (b) alter through merger, liquidation, reorganization, restructuring or in
   any other fashion the corporate structure or ownership of the Acquired
   Business;

     (c) incur any Lien on any Purchased Asset;

     (d) settle or compromise any material litigation (whether or not commenced
   prior to the date of this Agreement) relating to the Acquired Business or
   settle, pay or compromise any material claims not required to be paid
   relating to the Acquired Business, other than, in each case, relating to
   Taxes;

     (e) make any change with respect to management of inventory for the
   Acquired Business;


                                     - 18 -



     (f) (i) take any action that would make any representation and warranty of
   Sellers hereunder inaccurate in any material respect at, or as of any time
   prior to, the Closing Date or (ii) omit to take any action necessary to
   prevent any such representation or warranty from being materially inaccurate
   in any respect at any such time; or

     (g) authorize, or commit or agree to take, any of the foregoing actions.

     SECTION 6.2. ACCESS TO INFORMATION. From the date of this Agreement until
the Closing Date, Sellers agree to and to cause the Acquired Business and each
of their respective officers, directors, employees, counsel, advisors and
representatives (collectively, the "SELLER REPRESENTATIVES") to give Buyer and
its officers, employees, counsel, advisors and representatives (collectively,
the "BUYER REPRESENTATIVES") reasonable access, upon reasonable notice and
during normal business hours, to the offices and other facilities and to the
books and records of the Acquired Business and shall cause the Seller
Representatives to furnish Buyer and the Buyer Representatives with such
financial and operating data and such other information with respect to the
Acquired Business as Buyer may from time to time reasonably request.

     SECTION 6.3. REPORTS. During the period from the date of this Agreement to
the Closing Date, Sellers shall provide Buyer with monthly financial statements
of the Acquired Business in the existing reporting format (balance sheet, income
statement and, if available, notes thereto), no later than the fifteenth
Business Day following the end of each calendar month following the date of this
Agreement.

     SECTION 6.4. CONSULTATION WITH BUYER. During the period from the date of
this Agreement to the Closing Date, Sellers shall consult with Buyer prior to
entering into any contract with respect to the Purchased Assets, Assumed
Liabilities or Transferred Employees that has a duration of over 90 days or that
would be reasonably likely to result in payments by or to Buyer in excess of
$250,000. In furtherance of the foregoing, Sellers covenant that they will
consult with and provide all relevant documents to Buyer between the date of
execution of this Agreement and the Closing Date with respect to all matters
relating to communications and negotiations, if any, with the United Automobile
Workers of America Local No. 36 regarding the terms and conditions of employment
of the Transferred Employees at the Fittings Facility and procedures for
negotiations thereof.

                                  ARTICLE VII.

                         COVENANTS OF BUYER AND SELLERS


     The parties hereto agree that:

     SECTION 7.1. COMMERCIALLY REASONABLE EFFORTS. Subject to the terms and
conditions of this Agreement, Buyer and Sellers will use all commercially
reasonable efforts to take, or cause to be taken, all necessary or appropriate
actions and to do, or cause to be done, all


                                     - 19 -



things necessary or appropriate to satisfy the conditions to closing set forth
in Article VIII hereof and to consummate the Transactions on the terms and
conditions set forth in this Agreement including, without limitation, to use
commercially reasonable efforts to obtain any consents necessary to be obtained
prior to and after the Closing Date.

     SECTION 7.2. CERTAIN FILINGS. Prior to and after the Closing Date, Buyer
and Sellers shall use their commercially reasonable efforts to cooperate with
one another in (i) determining whether any action by or in respect of, or filing
with, any Governmental Authority is required, or any actions, consents,
approvals or waivers are required to be obtained from parties to any material
contracts, in connection with the consummation of the Transactions, and (ii)
taking such actions or making any such filings, furnishing information required
in connection therewith and seeking timely to obtain any such actions, consents,
approvals or waivers.

     SECTION 7.3. PUBLIC ANNOUNCEMENTS. Buyer and Sellers shall consult with
each other before issuing any press release or making any public statement with
respect to this Agreement or the Transactions and shall not issue any such press
release or make any such public statement without the consent of the other
parties hereto.

     SECTION 7.4. NOTICES OF CERTAIN EVENTS. Buyer and Sellers shall promptly
notify the other of:

     (a) any written notice or other written communication from any Person
   alleging that the consent of such Person is or may be required in connection
   with the Transactions;

     (b) any written notice or other written communication from any Governmental
   Authority in connection with the Transactions;

     (c) any Actions, suits, claims, investigations or proceedings commenced or,
   to its knowledge, threatened against, relating to or involving or otherwise
   affecting Sellers or the Acquired Business that, if pending on the date of
   this Agreement, would have been required to be disclosed pursuant to Section
   4.7 hereof, or that relate to the consummation of the Transactions;

     (d) the occurrence or non-occurrence of any fact or event which would be
   reasonably likely:

         (i) to cause any representation or warranty contained in this Agreement
     to be untrue or inaccurate in any material respect at any time from the
     date hereof to the Closing Date, or

         (ii) to cause any covenant, condition or agreement under this Agreement
     not to be complied with or satisfied; and


                                     - 20 -



     (e) any failure of Buyer or any Seller, as the case may be, to comply with
   or satisfy any covenant, condition or agreement to be complied with or
   satisfied by it hereunder; provided, however, that no such notification shall
   affect the representations or warranties of any party or the conditions to
   the obligations of any party hereunder.

     SECTION 7.5. CONFIDENTIALITY. Prior to the Closing Date and after any
termination of this Agreement, Buyer and each Seller will hold, and will use all
commercially reasonable efforts to cause its officers, directors, employees,
accountants, counsel, consultants, advisors and agents to hold, in confidence
all confidential documents and information concerning the other party furnished
to it or its Affiliates in connection with the Transactions.

     SECTION 7.6. PLANS.

     (a) Employment Status. Buyer shall employ all of the Employees who are
   actively employed by the Acquired Business on the Closing Date immediately
   after giving effect to the Transactions (each such employee being hereafter
   referred to as a "TRANSFERRED EMPLOYEE"), it being agreed that persons who
   are on layoff or leave and who have a right to return to work at the Acquired
   Business or who are on short-term (not more than six months) medical
   disability (including pregnancy leave) who do not thereafter become eligible
   for long-term medical disability or other authorized leave (such as military,
   family or other leaves where return to work is subject to statutory
   requirements) are to be considered Employees who are actively employed, and
   it is also agreed that persons on long-term medical disability or whose
   short-term medical disability thereafter becomes a long-term medical
   disability and persons whose employment has terminated or will terminate
   prior to the Closing Date without any right to return to work are not to be
   considered Employees who are actively employed; provided, however, that the
   provisions of this Section 7.6(a) shall not be construed to limit the ability
   of the Buyer to terminate any such Employee at any time for any reason. From
   and after the Effective Time, Buyer shall also assume responsibility to
   provide Former Employees with disability benefits in the same manner and to
   the same extent as such Former Employees would have been entitled to receive
   under Sellers' disability plans and Buyer shall assume the responsibility to
   provide Transferred Employees and Former Employees with continuing benefits
   and coverage required, if any, under Section 4980B of the Code and part 6 of
   Subtitle B of Title I of ERISA. Sellers hereby represent and warrant to Buyer
   that Schedule 7.6(a) hereto contains a true and accurate list of all
   Transferred Employees, and (i) each of their respective compensation
   arrangements (ii) the date of hire of each such employee; and (iii) any
   employment, severance or other compensation agreement with any such employee.
   For purposes of this Agreement, the terms "layoff," "right to return to
   work," "short-term disability," "long-term disability" and "pregnancy leave"
   shall be construed in accordance with the personnel policies of Sellers and
   the collective bargaining agreements covering Transferred Employees, if
   applicable, both as in effect as of the date hereof.


                                     - 21 -



     (b) Pension Plans. (i) Effective as of December 31, 2002, except for
   Employees included in the United Auto Workers Hi-Vol Livonia collective
   bargaining group (the "UNION EMPLOYEES") who participate in the MascoTech,
   Inc. Master Hourly Employees Pension Plan (the "UNION PLAN"), the Transferred
   Employees have ceased to participate in, or accrue any further benefits
   under, any tax-qualified defined benefit plan of Sellers or their
   Subsidiaries; provided, however, that, to the extent permitted by applicable
   law, and, except as otherwise elected in subsection (ii) below, the benefits
   of the Union Employees in the Union Plan shall be increased by crediting the
   service of such Transferred Employees with Buyer and its Subsidiaries through
   the earlier of (A) December 31, 2003 and (B) the Plan Effective Date (as
   defined below). Effective as of the Effective Time, except as otherwise
   provided herein, Buyer shall not have any responsibility for contributing to
   or under any tax-qualified defined benefit plan maintained by Sellers or
   their Subsidiaries. Except as otherwise provided below, all assets and
   liabilities of any tax-qualified defined benefit plan maintained by Sellers
   or any of their Subsidiaries attributable to any Employee or Former Employee
   of the Acquired Business shall be retained by Sellers. Notwithstanding the
   foregoing, if (A) on or before December 31, 2003, Buyer enters into a binding
   collective bargaining agreement (the "UNION AGREEMENT") with respect to the
   Union Employees; (B) such Union Agreement provides for the Union Employees to
   participate in a defined benefit pension plan sponsored by Buyer or its
   Subsidiaries (the "BUYER UNION PLAN"); and (C) the Buyer Union Plan credits
   service with Sellers for purposes of determining benefit accruals for Union
   Employees, then the following subsections (ii), (iii), (iv) and (v) shall
   apply.

     (ii) Buyer shall, as soon as practicable after entering into the Union
   Agreement, notify Metaldyne thereof and advise Metaldyne as to whether the
   Union Agreement meets the requirements set forth in the last sentence of
   Section 7.6(b)(i) and, if applicable, of the date that is the Plan Effective
   Date. Buyer shall establish or maintain, as of the date the Buyer Union Plan
   or any other replacement plan becomes effective pursuant to the collective
   bargaining agreement with the Employees (the "PLAN EFFECTIVE DATE"), a
   tax-qualified defined benefit plan (the "BUYER'S PENSION PLAN") for Employees
   and Former Employees participating in the Union Plan. Subject to the transfer
   of assets described in Section 7.6(b)(iii), the Buyer's Pension Plan shall
   assume the liabilities as of the Plan Effective Date for the benefits of all
   Employees and Former Employees participating in the Union Plan.

     (iii) On a day which is within 60 days after the later of (i) the date upon
   which the Buyer delivers to Metaldyne notice that the Buyer's actuaries,
   pursuant to Section 7.6(b)(v) hereof, have reviewed the calculations of
   Sellers' actuaries and are satisfied that such calculations are in accordance
   with this Agreement (or have failed to do so within the 60 day period
   provided for in Section 7.6(b)(v)), or (ii) the day upon which the Buyer
   delivers to Metaldyne a favorable IRS determination letter or an opinion of
   the Buyer's counsel, reasonably satisfactory to Metaldyne's counsel, to the
   effect that the terms of the Buyer's Pension Plan and its related trust
   qualify, as to form, under Section 401(a) and Section 501(a) of the Code,
   Sellers shall cause the trustee under the Un-


                                     - 22 -



   ion Plan ("SELLERS' TRUSTEE") to transfer to the trustee of the Buyer's
   Pension Plan (the "BUYER'S TRUSTEE") cash assets or such other assets
   agreeable to the Buyer's Trustee and Sellers' Trustee in an amount equal to
   the amount necessary to satisfy the applicable requirements of Sections
   414(1) and 401(a)(12) of the Code, computed based on the actuarial
   assumptions used by Sellers for financial disclosure purposes for the most
   recently completed fiscal year ending on or before the date of such transfer.

     (iv) The amount transferred pursuant to Section 7.6(b)(iii) shall be
   adjusted for investment earnings or losses of the trust in which the Union
   Plan assets are held for the period between the Plan Effective Date and the
   actual date of transfer and reduced by the amount of any benefit payments
   actually paid from such plan to Employees and Former Employees during such
   period and a proportionate share of administrative expenses for such period
   if such administrative expenses are properly chargeable (and are actually
   charged) to the Union Plan. Sellers shall estimate such earnings as of the
   actual date of transfer and then within 90 days of the actual date of
   transfer, Sellers shall cause Sellers' Trustee to remit to the Company's
   Trustee or the Buyer shall cause the Buyer's Trustee to remit to Sellers'
   Trustee, as appropriate, an amount equal to the difference between the actual
   rate of earnings for such period and the estimated amount transferred as of
   the actual date of transfer (such difference to be adjusted for investment
   earnings at the State Street Bank short-term rate for the period between the
   actual date of transfer and the date such difference is paid to Sellers'
   Trustee or the Buyer's Trustee). Notwithstanding anything in this Section
   7.6(b) to the contrary, following the Plan Effective Date and until the date
   of the respective transfers of assets to trusts under the Buyer's Pension
   Plan, Sellers shall cause Sellers' Trustee to continue to provide benefits to
   plan participants in accordance with the terms of the Union Plan to the
   extent that such benefits have accrued on or before the Plan Effective Date.
   To the extent that benefits have accrued after the Plan Effective Date,
   following the transfer of assets pursuant to Section 7.6(b)(iii), the Buyer
   shall pay such benefits to plan participants (retroactively, if applicable)
   in accordance with the terms of the Buyer's Pension Plan.

     (v) The assets caused to be transferred pursuant to Section 7.6(b)(iii)
   shall be calculated by Sellers' actuary, and shall be subject to review by
   the Buyer's actuary for the purpose of confirming that the calculation was
   made in accordance with (i) the actuarial assumptions and methods set forth
   in this Section 7.6(b) and (ii) generally accepted actuarial practice. As
   soon as practicable after receiving the notification from Buyer referred to
   in Section 7.6(b)(ii), Sellers shall provide the Buyer with a detailed
   summary of the calculations described in this Section 7.6(b) and any back-up
   data reasonably requested by Buyer. If the Buyer or the Buyer's actuary do
   not notify Metaldyne to the contrary within 60 days after the delivery to
   Buyer of such detailed summary and data, the calculations of Sellers' actuary
   pursuant to this Section 7.6(b) shall be deemed to be final, conclusive and
   binding on the parties. If, however, Buyer notifies Metaldyne in writing
   within such period that it and its actuary believe that the calculations were
   not prepared in accordance with the requirements of this Section 7.6(b) and
   such notice specifies (i) the precise items of the calculations challenged,
   (ii) the basis of the challenge


                                     - 23 -



   and (iii) the amount of the adjustment they propose with respect to each such
   item, the parties will then attempt to resolve their differences with respect
   thereto. If the parties are unable to resolve their dispute within 30 days
   after the date the Buyer notifies Metaldyne of the disputed items, the
   disputed items shall be referred to an international benefits consulting firm
   (the "ACTUARY FIRM") mutually acceptable to Buyer and Sellers. Sellers and
   Buyer shall request that the Actuary Firm resolve such disputes and report to
   Sellers and Buyer upon such remaining disputed items within 45 days after
   such referral. The decision of the Actuary Firm shall be final, conclusive
   and binding on the parties hereto. The fees and expenses of the Actuary Firm
   in conducting this assignment shall be borne equally by Sellers on the one
   hand and Buyer on the other.

     (c) Defined Contribution Plan. As soon as practical after the Closing Date,
   Sellers shall cause the trustee of Sellers' defined contribution plans listed
   on Schedule 7.6(c) hereof ("SELLERS' SAVINGS PLANS") to transfer all of the
   assets and liabilities thereof attributable to Employees and Former Employees
   of the Acquired Business to one or more defined contribution plans maintained
   by Buyer. Unless otherwise agreed by Sellers and Buyer, the assets to be
   transferred shall be cash and promissory notes for loans made to Employees
   and Former Employees of Buyer under the terms of the Sellers' Savings Plans.
   Sellers shall be responsible for making contributions to Sellers' Savings
   Plans for Employees and Former Employees for all periods prior to the
   Effective Time but not thereafter.

     (d) Severance and Other Liability. Buyer shall pay an amount to Sellers
   equal to the sum of (i) the excess of the "accumulated benefit obligation" of
   each of the MascoTech, Inc. Pension Plan and MascoTech, Inc. Master Hourly
   Employees Pension Plan attributable to Employees and Former Employees, over
   the amount of assets of each such plan attributable to Employees and Former
   Employees, all calculated as of the Effective Time, and (ii) the FAS 87
   service cost resulting from Sellers' agreement to credit additional service
   and compensation set forth in Section 7.6(b)(i) hereof (determined using the
   actuarial assumptions and methods utilized by Sellers in determining the
   service cost for such plans). Such "accumulated benefit obligation" for each
   such plan shall be computed using a discount rate of 6.75%, compounded
   annually and the other actuarial assumptions and methods utilized by Sellers
   in determining the "accumulated benefit obligation" of such plans for FAS 87
   purposes as of the Effective Time. The amount of plan assets allocable to the
   Employees and Former Employees shall be determined by multiplying the actual
   fair market value of the assets of each plan at the Effective Time by a
   fraction, the numerator of which is the "accumulated benefit obligation"
   (determined as set forth above) of the applicable plan attributable to the
   Employees and Former Employees (the "BUYER'S ABO"), and the denominator of
   which is the sum of the Buyer's ABO and the "projected benefit obligation"
   (computed using a discount rate of 6.75%, compounded annually and the other
   actuarial assumptions and methods utilized by Seller in determining the
   "projected benefit obligation" of such plans for FAS 87 purposes as of the
   Effective Time) attributable to participants and former participants in the
   plan other than the Employees and Former Employees. The computations shall be
   made by Sellers'


                                     - 24 -



   actuary, and they shall be subject to review in accordance with the procedure
   set forth in Section 7.6(b)(v) above. Following final agreement on the
   calculations described herein, Sellers shall remit to the Buyer or the Buyer
   shall remit to Sellers, as appropriate, an amount equal to the difference
   between the actual amount owed and the estimated amount transferred as of
   Closing Date (such difference to be adjusted for investment earnings at the
   State Street Bank short-term rate for the period between the Closing Date and
   the date such difference is paid to Seller or Buyer).

     (e) Worker's Compensation Claims. The Buyer shall assume liability for all
   suits, claims, proceedings and actions pending as of or commenced after the
   Effective Time resulting from actual or alleged harm or injury to Employees
   or Former Employees regardless of when the incident or accident giving rise
   to such liability occurred or occurs. Buyer shall make all necessary
   arrangements to assume all worker's compensation claim files, whether open or
   closed, as of the Effective Time, and Buyer shall make the necessary
   arrangements for assuming the continued management of such liabilities.

     (f) Welfare Benefit Plans. (i) Coverage for all Transferred Employees and
   Former Employees (the "COVERED EMPLOYEES") and their respective eligible
   dependents under the welfare benefit plans (as defined in Section 3(1) of
   ERISA) maintained by the Sellers or their Affiliates for the benefit of
   Employees prior to the Closing Date (the "SELLER WELFARE PLANS") shall
   terminate effective as of the Effective Time. Subject to the satisfaction of
   any conditions, limitations or waiting periods referred to in subsection (ii)
   below, the welfare benefit plans (as defined in Section 3(1) of ERISA)
   maintained by Buyer or its Affiliates (the "BUYER WELFARE PLANS") shall
   provide coverage and benefits to such Covered Employees (and the eligible
   dependents of such Covered Employees) in substantially the same manner as
   provided by seller prior to the Effective Time. The Seller Welfare Plans
   shall be liable only for claims incurred prior to the Effective Time, and the
   Buyer shall be liable for any claims incurred by Covered Employees (and the
   eligible dependents of such Covered Employees) after the Effective Time. The
   Covered Employees shall be entitled to apply deductibles and out of pocket
   payments expended for covered medical and dental expenses under the Seller
   Welfare Plans in the plan fiscal year ending December 31, 2003, to the
   deductibles and out of pocket maximums under the Buyer Welfare Plans, if any,
   for the plan fiscal year which ends on December 31, 2003. If requested by the
   Buyer, the Sellers shall furnish the Buyer with a schedule setting forth the
   deductibles and out of pocket maximums for each Covered Employee. The Seller
   Welfare Plans shall be liable only for claims incurred prior to or as of the
   Effective Time, and the Sellers shall be liable for any claims incurred by
   Covered Employees (and the eligible dependents of such Covered Employees)
   under the Buyer Welfare Plans after the Effective Time.

     (ii) No pre-existing condition limitations, exclusions or waiting periods
   applicable with respect to life and accident death and dismemberment
   insurance, disability, sickness and accident and medical benefits under the
   Buyer Welfare Plan shall apply to


                                     - 25 -



   the Covered Employees to the extent that such limitations, exclusions or
   waiting periods exceed those in effect under the Seller Welfare Plans as of
   the Effective Time.

     (g) To the extent that Buyer or Sellers are unable to, with reasonably
   diligent effort and at reasonable expense, perform their obligations in the
   manner contemplated by this Section 7.6, Buyer and Sellers shall cooperate in
   order to achieve the most economic transfer reasonably practicable and Buyer
   on the one hand and Sellers on the other agree to indemnify each other for
   any incremental expenses incurred by the other as a result of any
   accommodation by either such party from the respective responsibilities
   assigned to the parties by this Section 7.6.

     SECTION 7.7. INFORMATION; COOPERATION. If after the Closing, in order
properly to prepare documents or reports required to be filed with Governmental
Authorities or financial statements, it is necessary that Buyer or Sellers be
furnished with additional information relating to the Acquired Business and such
information is in possession of any party hereto, such party will use its
reasonable efforts to furnish, or cause to be furnished, such information to the
party requesting information.

     SECTION 7.8. FURTHER ASSURANCES. In case at any time after the Closing Date
any further action is necessary or desirable to fully and effectively transfer
the benefits of the Purchased Assets to Buyer and to fully and effectively
provide for the assumption of the Assumed Liabilities by Buyer or otherwise to
carry out the purposes of this Agreement, the proper officers and directors of
Buyer and Sellers shall execute such further documents (including assignments,
acknowledgments and consents and other instruments of transfer) and shall take
and cause their respective employees and agents to take such further actions as
may be necessary or desirable in order to carry out the intent of this
Agreement.

                                 ARTICLE VIII.

                     CONDITIONS TO OBLIGATIONS OF EACH PARTY


     The obligations of Buyer and Sellers to consummate the Transactions are
subject to the satisfaction of the following conditions:

     (a) no provision of any applicable law or regulation and no judgment,
   injunction, order or decree shall prohibit the consummation of the Closing;

     (b) no court, arbitrator or Governmental Authority shall have issued any
   order, and there shall not be any statute, rule or regulation, restraining or
   prohibiting the consummation of the Closing or the effective operation of any
   material portion of the Acquired Business after the Closing Date;


                                     - 26 -



     (c) all licenses, permits, qualifications, consents, waivers, approvals,
   authorizations or orders required to permit the consummation of the Closing
   shall have been obtained and made, except where the failure to receive such
   licenses, permits, qualifications, consents, waivers, approvals,
   authorizations or orders, individually or in the aggregate with all other
   such failures, would not be reasonably expected to have a Material Adverse
   Effect (either before or after giving effect to the Transactions).

     SECTION 8.2. CONDITIONS TO THE OBLIGATIONS OF BUYER. The obligations of
Buyer to consummate the Closing are subject to the satisfaction of the following
further conditions:

     (a) (i) Sellers shall have performed in all material respects all of their
   obligations hereunder required to be performed by them at or prior to the
   Closing, (ii) the representations and warranties of Sellers contained in this
   Agreement and in any certificate or other writing delivered by Sellers
   pursuant hereto that are qualified by materiality or Material Adverse Effect
   shall be true, and all other such representations and warranties of Seller
   shall be true in all material respects, in each case at and as of the Closing
   Date as if made at and as of the Closing Date (except to the extent that a
   representation or warranty expressly speaks as of a specified date or period
   of time), and (iii) Buyer shall have received a certificate signed by a duly
   authorized officer of Metaldyne to the foregoing effect; and

     (b) all actions shall have been taken, or consents obtained, with respect
   to permits, licenses, authorizations and contracts relating to the Purchased
   Assets such that the Closing of the Transactions will not constitute a
   default under or cause or permit the termination, cancellation, acceleration
   or other change of any right or obligation or the loss of any benefit to
   which the Buyer would be entitled under any provision of any agreement or
   other instrument to be transferred to Buyer hereby or relating to the
   Acquired Business except for such failures to obtain any such consent or
   other action, defaults, terminations, cancellations, accelerations, changes
   or losses that would not be reasonably expected to have, individually or in
   the aggregate, a Material Adverse Effect;

     (c) Buyer shall have obtained debt or equity financing on terms and
   conditions reasonably satisfactory to it sufficient to pay the Purchase Price
   and related fees and expenses; and

     (d) Buyer shall have received the Buyer Fairness Opinion in form and
   substance reasonably satisfactory to Buyer and such opinion shall be in full
   force and effect as of the Closing Date.

     SECTION 8.3. CONDITIONS TO THE OBLIGATIONS OF SELLERS. The obligations of
Sellers to consummate the Closing are subject to the satisfaction of the
following further conditions:


                                     - 27 -



     (a) (i) Buyer shall have performed in all material respects all of its
   obligations hereunder required to be performed by it at or prior to the
   Closing, (ii) the representations and warranties of Buyer contained in this
   Agreement and in any certificate or other writing delivered by Buyer pursuant
   hereto that are qualified by materiality shall be true, and all other such
   representations or warranties of Buyer shall be true in all material
   respects, in each case at and as of the Closing Date as if made at and as of
   the Closing Date (except to the extent that a representation or warranty
   expressly speaks as of a specified date or period of time), and (iii) Sellers
   shall have received a certificate signed by a duly authorized officer of
   Buyer to the foregoing effect;

     (b) the Transactions shall have been approved in accordance with the terms
   of the Seller Shareholder Agreement; and

     (c) Sellers shall have received the Seller Fairness Opinion in form and
   substance reasonably satisfactory to Seller and such opinion shall be in full
   force and effect as of the Closing Date.

                                  ARTICLE IX.

                            OBLIGATIONS AFTER CLOSING


     SECTION 9.1. INDEMNIFICATION.

     (a) Indemnification by Sellers. Subject to the other provisions of this
Article VIII, Sellers shall jointly and severally indemnify Buyer and its
directors, officers, managers, members, employees and agents (collectively, the
"BUYER INDEMNIFIED PARTIES") from and against and shall reimburse such Buyer
Indemnified Parties in respect of any and all Losses resulting from or arising
out of (i) any Excluded Liabilities (whether arising prior to or after the
Closing), (ii) the failure of Sellers to perform any of their obligations under
this Agreement in any material respect or any breach of any representation or
warranty of Sellers in this Agreement, (iii) all Liabilities arising out of the
business, operations and assets of Sellers' and their Subsidiaries after the
Closing and (iv) the breach of any representation, warranty or covenant of
Metaldyne LLC in the Fittings Facility Sublease.

     (b) Indemnification by Buyer. Except as otherwise provided in Sections 7.6
and subject to the other provisions of this Article 8, Buyer shall indemnify
Sellers, their Subsidiaries and their present and former directors, officers,
managers, members, employees and agents (collectively, the "SELLER INDEMNIFIED
PARTIES") from and against and shall reimburse such Seller Indemnified Parties
in respect of any and all Losses resulting from or arising out of (i) any of the
Assumed Liabilities (whether arising prior to or after the Closing), (ii) the
failure of Buyer to perform any of its obligations under this Agreement in any
material respect or any breach of any representation or warranty of Buyer in
this Agreement, and (iii) all Liabilities arising out of the business,
operations and assets of Buyer and its Subsidiaries after the Closing.


                                     - 28 -



     SECTION 9.2. PROCEDURES. The party seeking indemnification under Section
9.1 (the "INDEMNIFIED PARTY") agrees to give prompt notice to the party against
whom indemnity is sought (the "INDEMNIFYING PARTY") of the assertion of any
claim or the commencement of any suit, action or proceeding in respect of which
indemnity may be sought under such Section. The Indemnifying Party may at the
request of the Indemnified Party participate in and control the defense of any
such suit, action or proceeding at its own expense. The Indemnifying Party shall
not be liable under Section 9.1 for any settlement effected without its consent
of any claim, litigation or proceeding in respect of which indemnity may be
sought hereunder.

     SECTION 9.3. LIMITATIONS ON INDEMNIFICATION. (a) Sellers shall have no
obligation to indemnify any Buyer Indemnified Party from and against any Losses
until the aggregate Losses suffered by all Buyer Indemnified Parties exceed
$25,000, at which time Sellers shall be liable to the Buyer Indemnified Parties
for the entire amount of all aggregate Losses suffered by all Buyer Indemnified
Parties.

     (b) Buyer shall have no obligation to indemnify any Seller Indemnified
Party from and against any Losses until the aggregate Losses suffered by all
Seller Indemnified Parties exceed $25,000, at which time Buyer shall be liable
to the Seller Indemnified Parties for the entire amount of all aggregate Losses
suffered by all Seller Indemnified Parties.

     (c) There shall be no time limit on claims under this Agreement.

     (d) The liability of Sellers or Buyer under this Article VIII shall be
reduced by an amount equal to (i) any net Tax Benefit realized by the
Indemnified Party (resulting from any Loss suffered by the Indemnified Party
that forms the basis of the Indemnifying Party's obligation hereunder), giving
effect to any Tax liabilities of the Indemnified Party arising as a result of
any payments made by an Indemnifying Party with respect to such claim for
indemnification; and (ii) the value of any insurance benefit realized by the
Indemnified Party in connection with any Loss suffered by such Person that forms
the basis of the Indemnifying Party's obligation hereunder. Buyer and each
Seller shall use its commercially reasonable efforts to pursue any insurance
benefits covering any Loss suffered by any Indemnified Party that forms the
basis of such Indemnified Party's claim against such Indemnifying Party.

     (e) Each party agrees that from and after the Closing, its sole remedy with
respect to any claims for money damages relating to the Transactions or the
subject matter of this Agreement shall be pursuant to the express
indemnification provisions set forth in this Agreement.


                                     - 29 -




                                   ARTICLE X.

                                   TERMINATION


     SECTION 10.1. TERMINATION. This Agreement may be terminated at any time
prior to the Closing:

     (a) by mutual written agreement of Buyer and Metaldyne; or

     (b) by either Buyer or Metaldyne, if:

         (i) the Closing has not been consummated on or before June 30, 2003
     (the "END DATE"), provided that the right to terminate this Agreement
     pursuant to this Section 10.1(b)(i) shall not be available to any party
     whose breach of any provision of this Agreement results in the failure of
     the Transactions to be consummated by such time;

         (ii) there shall be any law or regulation that makes consummation of
     the Transactions illegal or otherwise prohibited or any judgment,
     injunction, order or decree of any Governmental Authority having competent
     jurisdiction enjoining Buyer or any Seller from consummating the
     Transactions is entered and such judgment, injunction, order or decree
     shall have become final and nonappealable; or

     (c) by Buyer, if a breach of or failure to perform any representation,
   warranty, covenant or agreement set forth in this Agreement shall have
   occurred that would cause the condition set forth in Section 8.2(a) hereof
   not to be satisfied, and such condition is incapable of being satisfied by
   the End Date; or

     (d) by Metaldyne, if a breach of or failure to perform any representation,
   warranty, covenant or agreement on the part of Buyer set forth in this
   Agreement shall have occurred that would cause the condition set forth in
   Section 8.3(a) hereof not to be satisfied, and such condition is incapable of
   being satisfied by the End Date.

     The party desiring to terminate this Agreement pursuant to this Section
10.1 (other than pursuant to Section 10.1(a)) shall give notice of such
termination to the other parties.

     SECTION 10.2. EFFECT OF TERMINATION. If this Agreement is terminated
pursuant to Section 10.1 hereof, this Agreement shall become void and of no
effect without liability of any party (or any stockholder, member, manager,
director, officer, employee, agent, consultant or representative of such party)
to the other parties hereto. The provisions of Sections 7.5, 11.6 and 11.7 shall
survive any termination hereof pursuant to Section 10.1.


                                     - 30 -



                                   ARTICLE XI.
                                  MISCELLANEOUS


     SECTION 11.1. NOTICES. All notices, requests and other communications to
any party hereunder shall be in writing (including facsimile transmission) and
shall be given,

     if to Buyer, to:

          TriMas Corporation
          39400 North Woodward Avenue, Suite 130
          Bloomfield Hills, Michigan  48304
          Fax:     (248) 631-5455
          Attn:    General Counsel

     if to any Seller, to it, care of:

          Metaldyne Corporation
          47603 Halyard Drive
          Plymouth, Michigan  48170
          Fax:     (734) 207-6729
          Attn:    General Counsel

or such other address or facsimile number as such party may hereafter specify
for the purpose by notice to the other parties hereto. All such notices,
requests and other communications shall be deemed received on the date of
receipt by the recipient thereof if received prior to 5:00 p.m., and such day is
a Business Day in the place of receipt. Otherwise, any such notice, request or
communication shall be deemed not to have been received until the next
succeeding Business Day in the place of receipt.

     SECTION 11.2. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The
representations and warranties and agreements contained herein and in any
certificate or other writing delivered pursuant hereto shall not survive the
Closing Date of this Agreement, except for the agreements set forth in Sections
2.1, 2.2, 2.4, 7.4, 7.5, 7.6, 7.7, 7.8, Article IX and Article XI.

     SECTION 11.3. AMENDMENTS; NO WAIVERS. (a) Any provision of this Agreement
may be amended or waived prior to the Closing Date if, but only if, such
amendment or waiver is in writing and is signed, in the case of an amendment, by
each party to this Agreement or, in the case of a waiver, by each party against
whom the waiver is to be effective.

     (b) No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.


                                     - 31 -



     SECTION 11.4. EXPENSES. Except as otherwise provided for in this Agreement,
all costs and expenses incurred in connection with this Agreement shall be paid
by the party incurring such cost or expense.

     SECTION 11.5. SUCCESSORS AND ASSIGNS. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns, provided that no party may assign, delegate
or otherwise transfer any of its rights or obligations under this Agreement
without the consent of each other party hereto, except that Buyer may transfer
or assign, from time to time in whole or in part, to one or more of its
Subsidiaries, the right to purchase the Purchased Assets, employ the Transferred
Employees and assume the Assumed Liabilities hereunder, but any such transfer or
assignment will not relieve Buyer of its obligations owed hereunder to Sellers
(it being understood, however, that Buyer shall not have any obligation to any
third party with respect to any assets, liabilities or employees assigned by it
prior to the Closing). Any such assignee shall, by virtue of purchasing the
Purchased Assets, be deemed to have made severally, with respect to itself, the
representations and warranties set forth in Article V hereof.

     SECTION 11.6. GOVERNING LAW. The validity, construction and effect of this
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of Delaware, without giving effect to the principles of
conflicts of law of such state.

     SECTION 11.7. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.

     SECTION 11.8. COUNTERPARTS; EFFECTIVENESS. This Agreement may be signed in
any number of counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement shall become effective when each party hereto shall have received
counterparts hereof signed by all of the other parties hereto. No provision of
this Agreement is intended to confer any rights, benefits, remedies, obligations
or liabilities hereunder upon any Person other than the parties hereto and their
respective successors and assigns.

     SECTION 11.9. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter of this
Agreement and supersedes agreements and understandings, both oral and written,
between the parties with respect to the subject matter of this Agreement.
Exhibits referred to herein are incorporated by reference herein and shall
constitute a part of this Agreement.

     SECTION 11.10. CAPTIONS. The captions herein are included for convenience
of reference only and shall be ignored in the construction or interpretation
hereof.

     SECTION 11.11. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void


                                     - 32 -



or unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated. Upon such a determination, the
parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in an acceptable
manner so that the Transactions be consummated as originally contemplated to the
fullest extent possible.









                                     - 33 -



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


                                        TRIMAS CORPORATION


                                        By:  /s/ Todd R. Peters
                                             --------------------------------
                                             Name:  Todd R. Peters
                                             Title:  Executive Vice President


                                        METALDYNE CORPORATION


                                        By:  /s/ Karen A. Radtke
                                             --------------------------------
                                             Name:  Karen A. Radtke
                                             Title: Treasurer


                                        METALDYNE COMPANY LLC


                                        By:  /s/ Karen A. Radtke
                                             --------------------------------
                                             Name:  Karen A. Radtke
                                             Title: Vice President and Treasurer






                                     - 34 -




                                    EXHIBIT A

                       FORM OF FITTINGS FACILITY SUBLEASE

     THIS SUBLEASE is made and entered into as of this 9th day of May, 2003, by
and between Metaldyne Company LLC, a Delaware limited liability company
("LANDLORD"), and __________ a Delaware limited liability company ("TENANT").

1. DEFINITIONS.

A. Premises: That certain land (the "LAND") situated in the City of Livonia,
County of Wayne and State of Michigan and more particularly described in Annex 1
attached hereto, together with a building containing approximately 60,390 square
feet (the "BUILDING") and all other existing and future improvements and rights
described in the Prime Lease as the "DEMISED PREMISES."

B. Tenant's Address (for notices): 39400 Woodward Avenue, Suite 130, Bloomfield
Hills, MI 48304.

C. Landlord's Address (for notices): 47603 Halyard Drive, Plymouth, Michigan
48170, Attn: Chief Financial Officer.

D. Prime Landlord: Kojaian MD Livonia, L.L.C.

E. Prime Landlord's Address (for notices): c/o Kojaian Management Corporation,
39400 Woodward Avenue, Suite 250, Bloomfield Hills, Michigan 48304, Attn: C.
Michael Kojaian.

F. Prime Lease and all amendments thereto: Lease dated, January 23, 2002, by and
between Prime Landlord and Landlord, and all amendments, amendments and
restatements and supplements thereto, in accordance with the provisions of this
Sublease.

G. Master Lease: That certain Master Lease Agreement referenced in the Prime
Lease, as amended by that certain Amendment to Master Lease Agreement, dated
June 6, 2002, and all further amendments, amendments and restatements and
supplements thereto, in accordance with the provisions of this Sublease.

H. Term: For the remainder of the term of the Prime Lease (including all renewal
terms exercised pursuant to the provisions of the Prime Lease), minus one (1)
day.

I. Commencement Date: The Effective Time (as defined in the Asset Purchase
Agreement).

J. Termination Date: One (1) day less than the term of the Prime Lease,
including all renewal terms exercised pursuant to the terms and conditions of
this Sublease.



                                     - 35 -


K. Rent: The "RENT," as defined in the Prime Lease, and all other payment
obligations of the Landlord under the Prime Lease including but not limited to,
(i) the asset management fee described in Section (a)(i) of the Prime Lease and
(ii) the obligation to pay Taxes and utilities as described in Section 5 of the
Prime Lease.

L. Payee of Rent: The Prime Landlord.

M. Address for Payment of Rent: c/o Kojaian Management Corporation, 39400
Woodward Avenue, Suite 250, Bloomfield Hills, Michigan 48304, Attn: C. Michael
Kojaian.

N. Security Deposit: Forty Three Thousand Five Hundred and Three 00/100 Dollars
($43,503.00) in the form of cash or a letter of credit issued by an "APPROVED
BANK" as defined in the Prime Lease.

O. Tenant's Use: All uses permitted by the Prime Lease.

P. Asset Purchase Agreement: The Asset Purchase Agreement, dated as of May 9,
2003, by and among Trimas Corporation, Metaldyne Corporation and Metaldyne
Company LLC.

Q. Losses: Any and all damages, losses, deficiencies, Liabilities, obligations,
penalties, judgments, settlements, claims, payments, fines, interest, costs and
expenses (including, without limitation, the costs and expenses of any and all
Actions (as defined in the Asset Purchase Agreement) and demands, assessments,
judgments, settlements and compromises relating thereto and the reasonable costs
and expenses of attorneys', accountants', consultants' and other professionals'
fees and expenses incurred in the investigation or defense thereof or the
enforcement of rights hereunder), including direct and consequential damages,
but excluding punitive damages (other than punitive damages awarded to any third
party against an Indemnified Party or a Tenant Indemnified Party).

R. Liabilities: Any and all indebtedness, liabilities or obligations, whether
accrued, fixed or contingent, mature or inchoate, known or unknown, reflected on
a balance sheet or otherwise, including, but not limited to, those arising under
any law, rule, regulation, Action (as defined in the Asset Purchase Agreement),
order, injunction or consent decree of any Governmental Authority (as defined in
the Asset Purchase Agreement) or any judgment of any court of any kind or any
award of any arbitrator of any kind, and those arising under any contract,
commitment or undertaking.

2. PRIME LEASE. Landlord is the tenant under the Prime Lease identified in
Section 1(F), bearing the date specified in Section 1(F). Landlord represents
and warrants to Tenant that (a) Landlord has delivered to Tenant a full and
complete copy of the Prime Lease, the Master Lease and all amendments thereto,
and all other agreements between Prime Landlord and Landlord relating to the
leasing, use and occupancy of the Premises, (b) the Prime Lease is, as of the
date hereof, in full force and effect and (c) no event of default has occurred
under the Prime Lease and, to Landlord's knowledge, no event has occurred and is
continuing which would constitute



                                     - 36 -


an event of default but for the requirement of the giving of notice and/or the
expiration of the period of time to cure.

3. SUBLEASE. Landlord, for and in consideration of the rents herein reserved and
of the covenants and agreements herein contained on the part of the Tenant to be
performed, hereby subleases to the Tenant, and the Tenant accepts from the
Landlord the Premises identified in Section 1(A).

4. TERM AND TERMINATION.

A. The Term of this Lease is identified in Section 1(H). The Commencement Date
is identified in Section 1(I). The Termination Date is identified in Section
1(J).

B. This Lease shall terminate in the event of the termination of the Prime
Lease.

5. POSSESSION. Landlord agrees to deliver possession of the Premises on or
before the Commencement Date in its condition as of the execution and delivery
hereof, reasonable wear and tear excepted. Landlord has made no representations
or warranties with respect to the condition of the Premises and Tenant
acknowledges that it is leasing the Premises in its "AS IS" condition.

6. TENANT'S USE. The Premises shall be used and occupied only for the Tenant's
Use set forth in Section 1(O).

7. RENT. Beginning on the Commencement Date, Tenant agrees to pay the Rent set
forth in Section 1(K) to the Payee specified in Section 1(L),at the address
specified in Section 1(M), or to such other payee (which shall be the Landlord
or its nominee) or at such other address as may be designated by notice in
writing from Landlord to Tenant, without prior demand therefor and without any
deduction or setoff whatsoever. During the Term hereof, Rent shall be paid in
accordance with the Prime Lease. Tenant's covenant to pay Rent is independent of
every other covenant in this Sublease. If Rent is not paid when due, Tenant
shall pay, relative to the delinquent payment, an amount equal to the sum which
would be payable by Landlord to Prime Landlord for an equivalent default under
the Prime Lease. If any installment of Rent provided for herein is not paid when
due, Tenant shall pay any late charge or interest obligation required to be paid
by Landlord under the Prime Lease.

8. UTILITIES AND SERVICES. Landlord shall not be responsible for providing
Tenant with any utilities or services to the Premises. The Premises shall be
provided utilities and services as set forth in the Prime Lease.

9. TENANT'S OBLIGATIONS. Tenant shall at all times perform each and every
obligation of Landlord under the Prime Lease during the entire Term of this
Sublease and shall promptly notify Landlord of any material failure to so
perform.



                                     - 37 -


10. QUIET ENJOYMENT. Landlord represents that is it has full power and authority
to enter into this Sublease. So long as Tenant is not in default in the
performance of its covenants and agreements in this Sublease, Tenant's quiet and
peaceable enjoyment of the Premises shall not be disturbed or interfered with by
Landlord, or by any person claiming by, through, or under Landlord.

11. TENANT'S INSURANCE. Tenant shall procure and maintain, at its own cost and
expense, such liability insurance (including commercial general liability,
business automobile liability, workers' compensation and employer's liability)
as is required to be carried by Landlord under the Prime Lease, naming Landlord,
Prime Landlord and Prime Landlord's mortgagee, as additional insureds (except as
to Workers' Compensation and Employer's Liability), and in accordance with the
requirements of the Prime Lease. Tenant shall also maintain such commercial
property insurance, boiler and machinery insurance and business interruption
insurance as is required to be maintained by Landlord under the Prime Lease,
naming Prime Landlord and its mortgagee as loss payees, where required, and in
accordance with the requirements of the Prime Lease. To the extent the Prime
Lease requires Landlord to insure leasehold improvements, then Tenant shall
insure such leasehold improvements as are currently located in the Premises, as
well as leasehold improvements in the Premises made by Tenant. Tenant shall
furnish to Landlord certificates or evidence of insurance (as applicable) of
insurance required hereunder prior to Tenant taking possession of the Premises.
Landlord and Tenant each agree to include in any of their "special form" (or
other property and casualty) insurance policies the agreement of the issuer
thereof that such policy shall not be invalidated by a waiver of claims by the
insured against the Landlord or Tenant, as the case may be, and each will
furnish evidence thereof to the other. Landlord and Tenant each hereby waive any
claim against the other for any loss resulting from any cause, including the
negligence of the other, to the extent of the insurance proceeds available
therefore or required to be available by the terms of this Sublease.

12. ASSIGNMENT OR SUBLETTING.

A. To the extent provided under the Prime Lease, Tenant shall not (i) assign,
convey, mortgage or hypothecate this Sublease or any interest under it, (ii)
allow any transfer thereof or any lien upon Tenant's interest by operation of
law, (iii) further sublet the Premises or any part thereof or (iv) permit the
occupancy of the Premises or any part thereof by anyone other than Tenant.
Landlord's consent to an assignment of this Sublease or a further sublease of
the Premises shall not be unreasonably withheld, conditioned or delayed, and if
Landlord consents thereto, Landlord shall use reasonable efforts to obtain the
consent of Prime Landlord if such consent is required to be obtained under the
Prime Lease. Any cost of obtaining Prime Landlord's consent shall be borne by
Tenant.

B. Notwithstanding the provisions of subsection (A) of this Section 12, and only
to the extent permitted under Section 13 of the Prime Lease, Tenant may assign
its interests herein or further sublet the Premises or any portion thereof,
without Landlord's consent and without providing any additional rent to
Landlord, to any entity which, at the time of the initial assignment or
sublease, controls, is controlled by or is under common control with Tenant, or
any entity result-



                                     - 38 -


ing from the merger or consolidation with Tenant, or to any person or entity
which acquires all or substantially all the assets or capital stock of Tenant,
in any such case as a going concern of the business that is being conducted on
the Premises, provided that said assignee assumes, in full, the obligations of
Tenant under this Sublease in an agreement delivered to Landlord.

C. No permitted assignment shall be effective and no permitted sublease shall
commence unless and until any default by Tenant hereunder shall have been cured.
No permitted assignment or subletting shall relieve Tenant from Tenant's
obligations and agreements hereunder and Tenant shall continue to be liable as a
principal and not as a guarantor or surety to the same extent as though no
assignment or subletting had been made.

13. MAINTENANCE AND REPAIRS. During the Term hereof, all obligations of Landlord
under the Prime Lease for the maintenance, repair and/or replacement of any
portion of the Premises shall be the responsibility of the Tenant.

14. FIRE OR CASUALTY OR EMINENT DOMAIN. In the event of a fire or other casualty
affecting the Premises, or of a taking of all or a part of the Building or
Premises under the power of eminent domain, Landlord shall not exercise any
right which may have the effect of terminating the Prime Lease without first
obtaining the prior written consent of Tenant. In the event Landlord is
entitled, under the Prime Lease, to a rent abatement as a result of a fire or
other casualty or as a result of a taking under the power of eminent domain,
then Tenant shall be entitled to such rent abatement. If the Prime Lease imposes
on Landlord the obligation to repair or restore leasehold improvements or
alterations, Tenant shall be responsible for the repair or restoration of such
leasehold improvements or alterations.

15. ALTERATIONS. Tenant may make any alterations in or additions or improvements
to the Premises ("ALTERATIONS"), but only after obtaining Landlord's and Prime
Landlord's written consent if and to the extent such consent is required to be
obtained by Landlord under the Prime Lease. Tenant shall make Alterations in
compliance with all of the covenants of Landlord contained in the Prime Lease
pertaining to the performance of such Alterations. In addition, Tenant shall
indemnify, defend and hold harmless Landlord against liability, loss, cost,
damage, liens and expense imposed on Landlord arising out of the performance of
Alterations by Tenant.

16. SURRENDER. Upon the expiration of this Sublease, or upon the termination of
the Sublease or of the Tenant's right to possession of the Premises, Tenant will
at once surrender and deliver up the Premises, together with all improvements
thereon, only to the extent required under the Prime Lease, to Landlord in the
condition required under the Prime Lease and pursuant to the requirements of the
Prime Lease, including the removal of any alterations made by Landlord or
Tenant, to the extent Prime Landlord requires their removal.

17. REMOVAL OF TENANT'S PROPERTY. Upon the expiration of this Sublease, Tenant
shall remove Tenant's articles of personal property incident to Tenant's
business ("TRADE FIXTURES"); provided, however, that Tenant shall repair any
injury or damage to the Premises which may result from such removal, and shall
restore the Premises to the same condition as prior to the



                                     - 39 -


installation thereof. If Tenant does not remove Tenant's Trade Fixtures from the
Premises prior to the expiration or earlier termination of the Term, Landlord
may, at its option, remove the same (and repair any damage occasioned thereby
and restore the Premises as aforesaid) and dispose thereof or deliver the same
to any other place of business of Tenant, or warehouse the same, and Tenant
shall pay the cost of such removal, repair, restoration, delivery or warehousing
to Landlord on demand, or Landlord may treat said Trade Fixtures as having been
conveyed to Landlord with this Sublease as a bill of sale, without further
payment or credit by Landlord to Tenant.

18. HOLDING OVER. Tenant shall have no right to occupy the Premises or any
portion thereof after the expiration of this Sublease or after termination of
this Sublease or of Tenant's right to possession in consequence of an Event of
Default hereunder. In the event Tenant or any party claiming by, through or
under Tenant holds over, thereafter the tenancy shall be from month to month in
the absence of a written agreement to the contrary, and Tenant shall pay to
Prime Landlord a daily occupancy charge equal to five percent (5%) of the Basic
Rental (as defined in the Prime Lease) for the last lease year (plus all other
charges payable by Tenant under this Sublease) from each day from the expiration
or termination of this Sublease until the date the Premises are delivered in the
condition required herein, and Landlord's right to damages for such illegal
occupancy shall survive

19. ENCUMBERING TITLE. Tenant shall not do any act which shall in any way
encumber the title of Prime Landlord in and to the Premises, nor shall the
interest or estate of Prime Landlord or Landlord be in any way subject to any
claim by way of lien or encumbrance, whether by operation of law, by virtue of
any express or implied contract by Tenant or by reason of any other act or
omission of Tenant. Any claim to, or lien upon the Premises arising from any act
or omission of Tenant shall accrue only against the subleasehold estate of
Tenant and shall be subject and subordinate to the paramount title and rights of
Prime Landlord in and to the Premises and the interest of Landlord in the
Premises leased pursuant to the Prime Lease. Without limiting the generality of
the foregoing, Tenant shall not permit the Premises to become subject to any
mechanic's or other lien, charge or order for the payment of money filed against
Landlord or Prime Landlord as a result of any act or omission of Tenant;
provided, however, that if so permitted under the Prime Lease, Tenant shall have
the right to contest in good faith and with reasonable diligence, the validity
of any such lien or claimed lien; provided further, however, that Tenant shall,
at its own cost and expense, cause the same to be discharged of record or bonded
within thirty (30) days after written notice from Landlord or Prime Landlord to
Tenant of the filing thereof; and Tenant shall indemnify and save and hold
harmless Landlord, and if so required by the Prime Lease, Prime Landlord,
against and from all costs, liabilities, suits, penalties, claims and demands,
including reasonable attorneys' fees, resulting therefrom.

20. INDEMNITY.

A. Tenant agrees to indemnify, forever save and hold Landlord and each of
Landlord's agents, contractors, licensees, employees, managers, members,
directors, officers, partners, trustees and invitees (collectively, the
"INDEMNIFIED PARTIES;" each, an "INDEMNIFIED PARTY") harmless from and against
any and all Losses which any Indemnified Party may suffer or incur



                                     - 40 -


arising out of or in connection with this Sublease, including, without
limitation, (i) Tenant's failure to comply with the provisions of this Sublease;
(ii) Tenant's or Tenant's employees' or Tenant's successors or assigns use of
the Premises; (iii) the conduct of Tenant's business, any activity, work or
things done, permitted or suffered by Tenant, its agents, contractors,
licensees, employees, directors, officers, partners, trustees, successors or
assigns (other than work performed by Landlord) in or about the Premises or the
Building (as defined in the Prime Lease); (iv) Tenant's employees nonobservance
or nonperformance or any statute, law, ordinance, rule or regulation; (v) any
negligence or other wrongful act or omission on the part of Tenant or any of its
agents, contractors, licensees, employees, directors, officers, partners,
trustees, successors or assigns or (vii) any accident, injury or damage to any
person or property occurring in, on or about the Premises or any part thereof
during the Term of this Sublease, except to the extent caused by the negligence
or willful misconduct of any Indemnified Party.

B. Landlord agrees to indemnify, forever save and hold Tenant and each of
Tenant's agents, contractors, licensees, employees, managers, members,
directors, officers, partners, trustees and invitees (collectively, the "TENANT
INDEMNIFIED PARTIES;" each, a "TENANT INDEMNIFIED PARTY") harmless from and
against any and all Losses which any Tenant Indemnified Party may suffer or
incur arising out of, (i) Landlord's failure to comply with the provisions of
this Sublease; (ii) Landlord's employees nonobservance or nonperformance of any
statute, law, ordinance, rule or regulation; (iii) any negligence or other
wrongful act or omission on the part of Landlord or any of its agents,
contractors, licensees, employees, directors, officers, partners, trustees,
successors or assigns or (iv) any accident, injury or damage to any person or
property occurring in, on or about the Premises or any part thereof during the
term of this Sublease to the extent caused by the negligence or willful
misconduct of Landlord (with respect to a claim against Tenant).

C. The parties hereto acknowledge and agree that any claim for indemnification
hereunder and the obligations owed to the Indemnified Party or the Tenant
Indemnified Party, as the case may be, shall be subject to the provisions of
Sections 9.2 and 9.3 of the Asset Purchase Agreement.

21. LANDLORD'S RESERVED RIGHTS. Landlord shall have the same access rights as
Prime Landlord under the Prime Lease.

22. DEFAULTS. Tenant agrees that any one or more of the following events shall
be considered Events of Default as said term is used herein:

A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order
approving, as properly filed, a petition or answer filed against Tenant asking
reorganization of Tenant under the Federal bankruptcy laws as now or hereafter
amended, or under the laws of any State, shall be entered, and any such decree
or judgment or order shall not have been vacated or stayed or set aside within
ninety (90) days from the date of the entry or granting thereof; or



                                     - 41 -


B. Tenant shall file any petition in bankruptcy, or any petition pursuant or
purporting to be pursuant to the Federal bankruptcy laws now or hereafter
amended, or Tenant shall institute any proceedings for relief of Tenant under
any bankruptcy or insolvency laws or any laws relating to the relief of debtors,
readjustment of indebtedness, reorganization, arrangements, composition or
extension; or

C. Tenant shall make any assignment for the benefit of creditors or shall file
an answer admitting or fail timely to contest or acquiesce in the appointment of
any trustee, receiver or liquidator of Tenant or any material part of its
properties; or

D. Tenant shall admit in writing its inability to pay its debts as they become
due; or

E. A decree or order appointing a receiver of the property of Tenant shall be
made and such decree or order shall not have been vacated, stayed or set aside
within ninety (90) days from the date of entry or granting thereof; or

F. Tenant shall default in any payment of Rent required to be made by Tenant
hereunder when due as herein provided and such default shall continue for more
than ten (10) days after notice thereof in writing to Tenant; or

G. Tenant shall default in securing insurance or in providing evidence of
insurance as set forth in Section 11 of this Sublease or shall default with
respect to lien claims as set forth in Section 19 of this Sublease and either
such default shall continue for fifteen (15) days after notice thereof in
writing to Tenant; or

H. Tenant shall, by its act or omission to act, cause a default under the Prime
Lease and such default shall not be cured within the time, if any, permitted for
such cure under the Prime Lease; or

I. Tenant shall default in any of the other covenants and agreements herein
contained to be kept, observed and performed by Tenant, and such default shall
continue for thirty (30) days after notice thereof in writing to Tenant, and
Tenant shall not within such 30-day period commence with due diligence and
dispatch the curing of such default or having so commenced, shall thereafter
fail or neglect to prosecute or complete with due diligence and dispatch the
curing of such default.

23. REMEDIES. Upon the occurrence of any one or more Events of Default, Landlord
may exercise any remedy against Tenant which Prime Landlord may exercise for
default by Landlord under the Prime Lease.

24. NOTICES AND CONSENTS. All notices, demands, requests, consents or approvals
which may or are required to be given by either party to the other shall be in
writing and shall be deemed given when received or refused if sent by United
States registered or certified mail, postage prepaid, return receipt requested
or if sent by overnight commercial courier service (a) if to Tenant, addressed
to Tenant at the address specified in Section 1(B) or at such other place as



                                     - 42 -


Tenant may from time to time designate by notice in writing to Landlord or (b)
if for Landlord, addressed to Landlord at the address specified in Section 1(C)
or at such other place as Landlord may from time to time designate by notice in
writing to Tenant. Each party agrees to promptly deliver a copy of each notice,
demand, request, consent or approval from such party to Prime Landlord and
promptly to deliver to the other party a copy of any notice, demand, request,
consent or approval received from Prime Landlord. Such copies shall be delivered
by overnight commercial courier.

25. PROVISIONS REGARDING SUBLEASE. This Sublease and all the rights of parties
hereunder are subject and subordinate to the Prime Lease. Each party agrees that
it will not, by its act or omission to act, cause a default under the Prime
Lease. In furtherance of the foregoing, the parties hereby confirm, each to the
other, that it is not practical in this Sublease agreement to enumerate all of
the rights and obligations of the various parties under the Prime Lease and
specifically to allocate those rights and obligations in this Sublease
agreement. Accordingly, in order to afford to Tenant the benefits of this
Sublease and of those provisions of the Prime Lease which by their nature are
intended to benefit the party in possession of the Premises, and in order to
protect Landlord against a default by Tenant which might cause a default or
event of default by Landlord under the Prime Lease:

A. To the extent Prime Landlord requires payment directly from Landlord and
provided Tenant timely pays all Rent when and as due under this Sublease,
Landlord shall pay, when and as due, any and all base rent, additional rent and
other charges payable by Landlord to Prime Landlord to the extent required under
the Prime Lease.

B. Landlord shall promptly provide Tenant with copies of all notices received by
Landlord under the Prime Lease from Prime Landlord or its mortgagee.

C. Except as otherwise expressly provided for herein, during the Term hereof
Tenant shall perform all affirmative covenants of Landlord under the Prime Lease
and shall refrain from performing any act which is prohibited by the negative
covenants of the Prime Lease.

D. Landlord shall not agree to any amendment to the Prime Lease unless Landlord
shall first obtain Tenant's prior written approval thereof, which approval shall
not be unreasonably withheld, conditioned or delayed.

E. Except as otherwise provided herein, Tenant shall be entitled to the rights
of Landlord, as tenant under the Prime Lease. Without limiting the generality of
the foregoing, Landlord hereby grants to Tenant the right to receive all of the
services and benefits with respect to the Premises which are to be provided by
Prime Landlord under the Prime Lease. Landlord shall have no duty to perform any
obligations of Prime Landlord which are, by their nature, the obligation of an
owner or manager of real property. For example, Landlord shall not be required
to provide the services or repairs, if any, which the Prime Landlord is required
to provide under the Prime Lease. Landlord shall have no responsibility for or
be liable to Tenant for any default, failure or delay on the part of Prime
Landlord in the performance or observance by Prime Landlord of any



                                     - 43 -


of its obligations under the Prime Lease, nor shall such default by Prime
Landlord affect this Sublease or waive or defer the performance of any of
Tenant's obligations hereunder except to the extent that such default by Prime
Landlord excuses performance by Landlord, under the Prime Lease. Notwithstanding
the foregoing, the parties contemplate that Prime Landlord shall, in fact,
provide the services and benefits and perform its obligations under the Prime
Lease and in the event of any default or failure of such provision or
performance by Prime Landlord, Landlord agrees that it will, upon notice from
Tenant, make demand upon, deliver notices to and request consents or approvals
from Prime Landlord to provide such services or benefits and perform its
obligations under the Prime Lease and, provided that Tenant specifically agrees
to pay all reasonable costs and expenses of Landlord and provides Landlord with
security reasonably satisfactory to Landlord to pay such costs and expenses,
Landlord will take appropriate legal action to enforce the Prime Lease.

F. Tenant shall have the right to exercise all renewal rights granted to
Landlord under the Prime Lease.

G. Landlord shall cooperate with Tenant to cause Prime Landlord to provide
services required by Tenant in addition to those otherwise required to be
provided by Prime Landlord under the Prime Lease. Tenant shall pay Prime
Landlord's charge for such services promptly after having been billed therefor
by Prime Landlord or by Landlord.

26. SECURITY DEPOSIT.

A. To secure the faithful performance by Tenant of all the covenants, conditions
and agreements in this Sublease set forth and contained on the part of Tenant to
be fulfilled, kept, observed and performed including, but not by way of
limitation, such covenants and agreements in this Sublease which become
applicable upon the termination of the same by re-entry or otherwise, Tenant
shall deposit with Landlord the Security Deposit as specified in Section 1(N) on
the understanding that: (a) the Security Deposit or any portion thereof not
previously applied, or from time to time, such one or more portions thereof, may
be applied to the curing of any default that may then exist, without prejudice
to any other remedy or remedies which Landlord may have on account thereof, and
upon such application Tenant shall pay Landlord on demand the amount so applied
which shall be added to the Security Deposit so the same may be restored to its
original amount; (b) should the Prime Lease be assigned by Landlord, the
Security Deposit or any portion thereof not previously applied may be turned
over to Landlord's assignee and if the same be turned over as aforesaid, Tenant
hereby releases Landlord from any and all liability with respect to the Security
Deposit and/or its application or return; (c) if permitted by law, Landlord or
its successor shall not be obligated to hold the Security Deposit as a separate
fund, but on the contrary may commingle the same with its other funds; (d) if
Tenant shall faithfully fulfill, keep, perform and observe all of the covenants,
conditions and agreements in this Sublease set forth and contained on the part
of Tenant to be fulfilled, kept, performed and observed, the sum deposited or
the portion thereof not previously applied, shall be returned to Tenant without
interest no later than thirty (30) days after the expiration of the Term of this
Sublease or any renewal or extension thereof, provided Tenant has vacated the
Premises and surrendered possession thereof to



                                     - 44 -


Landlord at the expiration of the Term or any extension or renewal thereof as
provided herein; (e) in the event that Landlord terminates this Sublease or
Tenant's right to possession by reason of an Event of Default by Tenant,
Landlord may apply the Security Deposit against damages suffered to the date of
such termination and/or may retain the Security Deposit to apply against such
damages as may be suffered or shall accrue thereafter by reason of Tenant's
default; and (f) in the event any bankruptcy, insolvency, reorganization or
other creditor-debtor proceedings shall be instituted by or against Tenant, or
its successors or assigns, the Security Deposit shall be deemed to be applied
first to the payment of any Rent due Landlord for all periods prior to the
institution of such proceedings, and the balance, if any, of the Security
Deposit may be retained or paid to Landlord in partial liquidation of Landlord's
damages.

B. Notwithstanding the above, Tenant shall have the right to post a letter of
credit in place of the cash security deposit required in Section 26(A) of this
Sublease in the same manner as Landlord has the right to post a letter of credit
rather than cash security pursuant to Section 39(c) of the Prime Lease. In
addition, Tenant shall have the obligation to post a letter of credit as
additional security for this Sublease in the same manner as Landlord is
obligated to post additional security for the Prime Lease pursuant to Section
39(b) of the Prime Lease (except that the test shall be the Moody's and/or
Standard & Poors rating of TriMas Company, LLC, the guarantor, rather than
Landlord).

27. PRIME LANDLORD'S CONSENT. The parties acknowledge that, pursuant to Section
13(d) of the Prime Lease, Prime Landlord's consent to this Sublease is not
required.

28. BROKERAGE. Each party warrants to the other that it has had no dealings with
any broker or agent in connection with this Sublease.

29. FORCE MAJEURE. Neither Landlord nor Tenant shall be deemed in default with
respect to any of the terms, covenants and conditions of this Sublease if such
parties failure to timely perform same is due in whole or in part to any strike,
lockout, labor trouble (whether legal or illegal), civil disorder, failure of
power, restrictive governmental laws and regulations, riots, insurrections, war,
shortages, accidents, casualties, acts of God, or any other cause beyond the
reasonable control of such party.

30. TRIMAS GUARANTEE. As a condition to Landlord entering into the Sublease,
Tenant shall obtain the unconditional guarantee of this Sublease by TriMas
Company LLC in the form attached hereto as Annex 2.

31. CERTIFICATES. Each party shall, without charge, at any time and from time to
time hereafter, within ten (10) days after written request of the other party,
certify to the best of its knowledge by written instrument duly executed and
acknowledged to any mortgagee or purchaser, or proposed mortgagee or proposed
purchaser, of any other person, firm or corporation specified in such request:
(a) as to whether this Sublease has been supplemented or amended, and if so, the
substance and manner of such supplement or amendment; (b) as to the validity and
force and effect of this Sublease, in accordance with its tenor as then
continued; (c) as to the ex-



                                     - 45 -


istence of any default thereunder; (d) as to the existence of any offsets,
counterclaims or defenses hereto on the part of such other party; (e) as to the
commencement and expiration dates of the Term hereof and (f) as to any other
matters as may reasonably be so requested. Any such certificate may be relied
upon by the party requesting it and any other person, firm or corporation to
whom the same may be exhibited or delivered, and the contents of such
certificate shall be binding on the party executing same.

32. MISCELLANEOUS. The laws of the State of Michigan shall govern the validity,
performance, and enforcement of this Sublease. The invalidity or
unenforceability of any provision of this Sublease shall not affect or impair
any other provision of this Sublease or the Sublease itself. The submission of
this document for examination does not constitute an offer to lease, or a
reservation of or option for the Premises, and becomes effective only upon
execution and delivery thereof by Landlord and Tenant. All negotiations,
considerations, representations, and understandings between the parties are
incorporated herein and may be modified or altered only by agreement in writing
between the parties. This Sublease shall not be recorded. A memorandum of lease
describing the property, giving the commencement date and term of this Sublease
and renewal rights, and referring to this Sublease, may be executed and may be
recorded by either party. The agreements, terms, covenants, and conditions
herein shall bind and inure to the benefit of Landlord and Tenant and their
respective successors and, except as otherwise provided herein, their assigns.

The parties have executed this Sublease the day and year first above written.

                                     LANDLORD:
                                     METALDYNE COMPANY LLC

                                     By:_______________________________________
                                     Printed Name:_____________________________
                                     Its:_______________________________________


                                     TENANT:
                                     [                               ]

                                     By:_______________________________________
                                     Printed Name:_____________________________
                                     Its:_______________________________________


                                     - 55 -



STATE OF DELAWARE                   )
                                    )  ss.
COUNTY OF                           )

     The foregoing instrument was acknowledged before me this ___ day of
_______, 2003 by _____________, the _______________ of METALDYNE COMPANY LLC, a
Delaware limited liability company, on behalf of said limited liability company.


                                                --------------------------------
                                                Notary Public, State of


                                                Printed Name:___________________

Commission Expires:


- -----------------------



STATE OF DELAWARE                   )
                                    )  ss.
COUNTY OF___________                )

     The foregoing instrument was acknowledged before me this ___ day of
_______, 2003 by ______________________________, the
____________________________ of [               ], a Delaware limited liability
company, on behalf of said company.


                                                --------------------------------
                                                Notary Public, State of


                                                Printed Name:___________________

Commission Expires:


- -----------------------







                                     ANNEX 1


     Property situated in City of Livonia, County of Wayne, State of Michigan
described as:

     That part of the Northeast 1/4 of Section 25, Town 1 South, Range 9 East,
city of Livonia, Wayne County, Michigan, described as beginning at a point on
the East line of said Section distant South 0 degrees 26 minutes 50 seconds East
820.0 feet from the Northeast corner of Section 25 and proceeding thence South 0
degrees 26 minutes 50 seconds East along said East line, 500.0 feet; thence
North 89 degrees 52 minutes 20 seconds West 494.56 feet; thence North 0 degrees
20 minutes 47 seconds West 499.99 feet calculated and measured (North 0 degrees
20 minutes 49 seconds West 500.0 feet recorded;) thence South 89 degrees 52
minutes 20 seconds East 493.68 feet to the point of beginning. EXCEPT the East
60 feet thereof, which was deeded to the Wayne County Board of Road
Commissioners.

                  Commonly known as 12955 Inkster

                  Tax Item No. 097-99-0006-000









                                     ANNEX 2


                                    GUARANTY


     The undersigned, TRIMAS COMPANY LLC, a Delaware limited liability company
("GUARANTOR"), whose address is 39400 Woodward Avenue, Suite 130, Bloomfield
Hills, Michigan 48304, in consideration of the leasing of the leased Premises
described in that certain sublease (the "SUBLEASE") of even date herewith
between METALDYNE COMPANY LLC ("LANDLORD") and _________________________________
("TENANT"), does hereby covenant and agree as follows:

A.   The undersigned does hereby guarantee the full, faithful and timely payment
     and performance by Tenant of all of the payments, covenants and other
     obligations of Tenant under or pursuant to the Sublease. If Tenant shall
     default at any time in the payment of any rent or any other sums, costs or
     charges whatsoever, or in the performance of any of the other covenants and
     obligations of Tenant, under or pursuant to the Sublease, then the
     undersigned, at its expense, shall on demand of Landlord fully and promptly
     pay all rent, sums, costs and charges to be paid by Tenant, and perform all
     of the other covenants and obligations to be performed by Tenant, under or
     pursuant to the Sublease and, in addition, shall, on Landlord's demand, pay
     to Landlord any and all sums due to Landlord, including all interest on
     past due obligations of Tenant and costs advanced by Landlord, that may
     arise in consequence of Tenant's default.

B.   A separate action or actions may, at Landlord's option, be brought and
     prosecuted against the undersigned, whether or not any action is first or
     subsequently brought against Tenant, or whether or not Tenant is joined in
     any such action, and the undersigned may be joined in any action or
     proceeding commenced by Landlord against Tenant arising out of, in
     connection with or based upon the Sublease.

C.   Subject to the provisions of the immediately following paragraph, this
     Guaranty shall remain and continue in full force and effect and shall not
     be discharged in whole or in part notwithstanding (whether prior or
     subsequent to the execution hereof) any alteration, renewal, extension,
     modification, amendment or assignment of, or subletting, concession,
     franchising, licensing or permitting under, the Sublease. The undersigned
     agrees that the liability of the undersigned hereunder shall be based upon
     the obligations of Tenant set forth in the Sublease as the same may be
     altered, renewed, extended, modified, amended or assigned.

D.   This Guaranty shall remain in full force and effect notwithstanding the
     institution by or against Tenant, of bankruptcy, reorganization,
     readjustment, receivership or




     insolvency proceedings of any nature, or the disaffirmance of the Sublease
     in any such proceedings or otherwise.

E.   Neuter terms should also refer, where applicable, to the feminine gender
     and the masculine gender; the singular reference shall also include the
     plural of any word if the context so requires.

F.   This Guaranty shall be applicable to and binding upon the heirs, executors,
     administrators, representatives, successors and assigns of Landlord, Tenant
     and the undersigned.

G.   The execution of this Guaranty prior to execution of the Sublease shall not
     invalidate this Guaranty or lessen the obligations of Guarantor hereunder.

H.   This Guaranty is made pursuant to, and shall be interpreted and applied in
     accordance with, the laws of the State of Michigan. Any legal action or
     proceeding with respect to this Guaranty may be brought in the Courts of
     the State of Michigan, or the District Court of the United States of
     America for the Eastern District of Michigan, and, by execution and
     delivery of this Guaranty, the Guarantor hereby irrevocably accepts for
     itself the jurisdiction of the aforesaid courts. The Guarantor hereby
     irrevocably consents to the service of process out of any of the
     aforementioned courts in any such action or proceeding by the mailing of
     copies thereof by registered mail, return receipt requested, to the
     Guarantor at the addresses provided herein, such service to become
     effective 30 days after such mailing, or such earlier time as may be
     provided by applicable law. The Guarantor hereby irrevocably waives any
     objection which it may now or hereafter have to the laying of venue of any
     of the aforesaid actions or proceedings arising out of or in connection
     with this Guaranty brought in the courts referred to above and hereby
     further irrevocably waives and agrees not to plead or claim in any such
     court that such action or proceeding brought in any such court has been
     brought in an inconvenient forum.

I.   Landlord's address is 47603 Halyard Drive, Plymouth, Michigan 48170 and
     Tenant's address is 39400 Woodward Avenue, Suite 130, Bloomfield Hills,
     Michigan 48170.

J.   THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN
     ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
     GUARANTY.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




     IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the
___ day of ____________, 2003.

                                            TRIMAS COMPANY LLC
                                            a Delaware limited liability company

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:

                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:
Agreed and Accepted by:

METALDYNE COMPANY LLC, a
Delaware limited liability company

By:
   ---------------------------------
   Name:
   Title:

By:
   ---------------------------------
   Name:
   Title:







                                 ACKNOWLEDGMENT
                                 --------------

STATE OF                   )
                           )  ss.:
COUNTY OF                  )

     On this ___ day of ________, 2003, before me personally appeared
_______________ and ____________________, to me personally known, who, being
duly sworn, did each for himself say that they are respectively the
___________________________ and ____________________________ of Trimas Company
LLC, a Delaware limited liability company, the limited liability company named
in and which executed the within instrument, and that said instrument was signed
and sealed in behalf of said limited liability company.


                                     -------------------------------
                                     Notary Public
                                                          County,
                                     My Commission expires:___________


STATE OF                   )
                           )  ss.:
COUNTY OF                  )

     On this ___ day of ________, 2003, before me personally appeared
_______________ and ________________, to me personally known, who, being duly
sworn, did each for himself say that they are respectively the
_____________________ and ________________ of _____________________, a
_______________ limited liability company the limited liability company named in
and which executed the within instrument, and that said instrument was signed
and sealed in behalf of said limited liability company.

- -------------------------------
Notary Public
             County,
My Commission expires:___________








                                    EXHIBIT B


                          FORM OF TRADEMARK ASSIGNMENT


     THIS ASSIGNMENT is made this 9th day of May, 2003, from Metaldyne
Corporation, a corporation organized under the laws of Delaware (the
"ASSIGNOR"), to_______________________________, a limited liability company
organized under the laws of Delaware (the "ASSIGNEE").

     WHEREAS, the Assignor is the owner of all rights, title, and interest in
and to the trademark applications and registration, particulars of which are as
follows:

Trademark       Registration No.        Registration Date       Class
- ---------       ----------------        -----------------       -----
AMCOR              1,671,683            January 14, 1992          12

(hereto referred to as the "Trademarks"); and

     WHEREAS, the Assignee is desirous of acquiring the entire rights in and to
the Trademarks;

     NOW, THEREFORE, to all whom it may concern, be it known that Assignor, for
good and valuable consideration, receipt of which is hereby acknowledged, does
hereby sell, assign, transfer, grant, release, and quit-claim to Assignee, its
successors and assigns, the entire right, title, and interest in and to the
Trademarks, together with any such rights throughout the world; the good will of
the business in which the Trademarks are used; and that portion of the business
of Assignor to which the trademarks pertain. Such right, title, and interest is
to be held and enjoyed by Assignee, its successors and assigns, as fully and
entirely as the same would have been held and enjoyed by Assignor had the
assignment not been made; together with all claims for damages by reason of past
infringement of the Trademarks, with the right to sue for, and collect the same
for its own use and enjoyment, and for the use and enjoyment of its successors,
assigns, or other legal representatives.


                                       -2-



     IN WITNESS THEREOF, Assignor has caused these presents to be executed by an
officer thereof, thereunto duly authorized this ______ day of _________________,
2003.


                                             METALDYNE CORPORATION

                                             By:
                                                ---------------------------
                                                Name
                                                      ---------------------
                                                Title:
                                                      ---------------------

STATE OF
        --------------------------

COUNTY OF
          ------------------------


     On this _____ day of _________________, 2003, before me, a Notary Public,
came ________________________________, to me known and known by me to be the
individual described in and who executed the foregoing, and he/she duly
acknowledged the same to be his/her free act and deed.


       ------------------------------------
                  Notary Public


(SEAL)


My Commission Expires: ___________________



                                       -3-



                                    EXHIBIT C

                              FORM OF BILL OF SALE

     FOR VALUE RECEIVED, Metaldyne Corporation, a Delaware corporation and
Metaldyne Company LLC (together, the "SELLERS") hereby sell, convey, deliver,
assign and transfer unto [          ], a Delaware limited liability company (the
"BUYER"), and its successors and assigns forever, pursuant to and in furtherance
of the Asset Purchase Agreement dated as of May 9, 2003 by and among TriMas
Corporation and Sellers (the "AGREEMENT") all right, title and interest of
Seller in and to the property described in Section 2.1(a) of the Agreement (the
"ASSETS").

     Each Seller further covenants and agrees that it shall execute such other
and further instruments and documents as the Buyer may reasonably request to
carry into effect or to evidence further the transfer of the Assets owned by
such Seller from such Seller to the Buyer.

     Each Seller hereby constitutes and appoints the Buyer and its successors
and assigns, such Seller's true and lawful attorney or attorneys, with full
power of substitution, for it and in its name and stead or otherwise, but on
behalf of and for the benefit of the Buyer and its successors and assigns, to
demand and receive, from time to time, any and all of the Assets, hereby sold,
assigned and transferred or intended so to be, and, from time to time, to give
receipts, releases and acquittances for or in respect of such property and
rights or any part thereof, to institute and prosecute in the name of such
Seller or otherwise, but at the expense and for the benefit of the Buyer, and
its successors and assigns, any proceedings at law, in equity or otherwise, that
the Buyer and its successors or assigns, may deem proper in order to collect,
assert or enforce any claim, right or title of any kind in and to the Assets
hereby sold and transferred or intended so to be, and to defend and compromise
any and all actions, suits or proceedings in respect of any of said property,
assets and rights and, generally, to do any and all such acts and things in
relation thereto as the Buyer or its successors or assigns, shall deem
advisable. Each Seller declares that the appointment hereby made and the powers
hereby granted are coupled with an interest and shall be irrevocable by such
Seller.

The provisions of this Bill of Sale are subject, in all respects, to the terms
and conditions of the Agreement and all representations and warranties,
conditions, covenants and agreements of each Seller and the Buyer contained
therein, all of which shall survive the execution and delivery of this Bill of
Sale to the extent indicated in the Agreement.


                                       -4-



Signed this 9th day of May, 2003.


SELLERS:                               BUYER:


METALDYNE CORPORATION                 [                                      ]


By:  ______________________           By:  ___________________________
      Name:                                 Name:
      Title:                                Title:

METALDYNE COMPANY LLC


By:  ______________________
      Name:
      Title:




                                      -5-



                                    EXHIBIT D

                                     FORM OF

                  ACKNOWLEDGEMENT OF ASSUMPTION OF LIABILITIES

     ACKNOWLEDGEMENT OF ASSUMPTION OF LIABILITIES dated May 9, 2003, by
[            ], a Delaware limited liability company (the "Buyer"), and its
successors and assigns forever in favor of Metaldyne Corporation, a Delaware
corporation and Metaldyne Company LLC (together, the "Sellers").

     This Assumption of Liabilities is being delivered pursuant to the Asset
Purchase Agreement dated as of the date hereof (the "Agreement"), by and among
the Sellers and TriMas Corporation.

     For good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Buyer, on its own behalf and on behalf of its
successors and assigns, hereby assumes, and agrees to perform, fulfill, pay and
satisfy when and as due and payable, the Assumed Liabilities as defined in the
Agreement.

     At the reasonable request of the Sellers or Sellers' successors, the Buyer,
for itself and its respective successors and assigns, agrees that it will do,
execute, acknowledge and deliver, or will cause to be done, executed,
acknowledged and delivered all such further acts, documents, powers of attorney
and assurances as may be necessary to perform, fulfill, pay and satisfy the
Assumed Liabilities in a manner that will not result in any liability to the
Sellers or its successors therefor.

     This assumption is subject to the terms and conditions of the Agreement.




                                      -6-



     IN WITNESS WHEREOF, the Buyer has executed this Assumption of Liabilities
on the date first above written.


                                 [                                    ]




                                 By:
                                      ----------------------------------------
                                      Name:
                                      Title:









                                      -7-



                                    EXHIBIT E


                                     FORM OF


                       ASSIGNMENT AND ASSUMPTION AGREEMENT


     THIS ASSIGNMENT AND ASSUMPTION AGREEMENT is given by the undersigned
("Sellers") to FITTINGS PRODUCTS CO., LLC, a Delaware limited liability company
("Buyer").

     WHEREAS, TriMas Corporation and Sellers have entered into a certain Asset
Purchase Agreement dated the __ day of May, 2003 (the "Agreement"), providing
for the sale, assignment, transfer, conveyance and delivery by Sellers to Buyer
of all of the Purchased Assets (as defined in the Agreement);

     WHEREAS, TriMas Corporation has assigned its rights under the Agreement to
Buyer;

     WHEREAS, Buyer has agreed to assume the Assumed Contracts, subject to the
terms of the Agreement;

NOW, THEREFORE, in consideration of the payment by Buyer to Sellers of the
Purchase Price (as defined in the Agreement) and in further consideration of the
premises, terms and conditions contained in the Agreement, the receipt and
sufficiency of such consideration being hereby acknowledged, Sellers do hereby
sell, assign, transfer and deliver to Buyer, as of the Effective Date (as
defined in the Agreement), all of Sellers' right, title and interest in the
Assumed Contracts (as defined in the Agreement). All of the Sellers'
representations, warranties, covenants and agreements in the Agreement relating
to the Assumed Contracts are incorporated herein by reference.




                                      -8-



     IN WITNESS WHEREOF, the undersigned have caused this Assignment and
Assumption Agreement to be duly executed on this 9th day of May, 2003.


METALDYNE CORPORATION,
A DELAWARE CORPORATION


By:
    ---------------------------------
Name:
     --------------------------------
Its:
    ---------------------------------

METALDYNE COMPANY LLC,
A DELAWARE LIMITED LIABILITY COMPANY


By:
    ---------------------------------
Name:
     --------------------------------
Its:
    ---------------------------------







                                       -9-
EX-10.3 6 file004.htm FITTINGS FACILITY SUBLEASE 


                                                                    EXHIBIT 10.3


                           FITTINGS FACILITY SUBLEASE

     THIS SUBLEASE is made and entered into as of this 9th day of May, 2003, by
and between Metaldyne Company LLC, a Delaware limited liability company
("LANDLORD"), and Fittings Products Co., LLC, a Delaware limited liability
company ("TENANT").

1. DEFINITIONS.

A. Premises: That certain land (the "LAND") situated in the City of Livonia,
County of Wayne and State of Michigan and more particularly described in Annex 1
attached hereto, together with a building containing approximately 60,390 square
feet (the "BUILDING") and all other existing and future improvements and rights
described in the Prime Lease as the "DEMISED PREMISES."

B. Tenant's Address (for notices): 39400 Woodward Avenue, Suite 130, Bloomfield
Hills, MI 48304.

C. Landlord's Address (for notices): 47603 Halyard Drive, Plymouth, Michigan
48170, Attn: Chief Financial Officer.

D. Prime Landlord: Kojaian MD Livonia, L.L.C. E. Prime Landlord's Address (for
notices): c/o Kojaian Management Corporation, 39400 Woodward Avenue,
Suite 250, Bloomfield Hills, Michigan 48304, Attn: C. Michael Kojaian.

F. Prime Lease and all amendments thereto: Lease dated, January 23, 2002, by and
between Prime Landlord and Landlord, and all amendments, amendments and
restatements and supplements thereto, in accordance with the provisions of this
Sublease.

G. Master Lease: That certain Master Lease Agreement referenced in the Prime
Lease, as amended by that certain Amendment to Master Lease Agreement, dated
June 6, 2002, and all further amendments, amendments and restatements and
supplements thereto, in accordance with the provisions of this Sublease.

H. Term: For the remainder of the term of the Prime Lease (including all renewal
terms exercised pursuant to the provisions of the Prime Lease), minus one (1)
day.

I. Commencement Date: The Effective Time (as defined in the Asset Purchase
Agreement).

J. Termination Date: One (1) day less than the term of the Prime Lease,
including all renewal terms exercised pursuant to the terms and conditions of
this Sublease.




K. Rent: The "RENT," as defined in the Prime Lease, and all other payment
obligations of the Landlord under the Prime Lease including but not limited to,
(i) the asset management fee described in Section (a)(i) of the Prime Lease and
(ii) the obligation to pay Taxes and utilities as described in Section 5 of the
Prime Lease.

L. Payee of Rent: The Prime Landlord.

M. Address for Payment of Rent: c/o Kojaian Management Corporation, 39400
Woodward Avenue, Suite 250, Bloomfield Hills, Michigan 48304, Attn: C. Michael
Kojaian.

N. Security Deposit: Forty Three Thousand Five Hundred and Three 00/100 Dollars
($43,503.00) in the form of cash or a letter of credit issued by an "APPROVED
BANK" as defined in the Prime Lease.

O. Tenant's Use: All uses permitted by the Prime Lease.

P. Asset Purchase Agreement: The Asset Purchase Agreement, dated as of May 9,
2003, by and among Trimas Corporation, Metaldyne Corporation and Metaldyne
Company LLC.

Q. Losses: Any and all damages, losses, deficiencies, Liabilities, obligations,
penalties, judgments, settlements, claims, payments, fines, interest, costs and
expenses (including, without limitation, the costs and expenses of any and all
Actions (as defined in the Asset Purchase Agreement) and demands, assessments,
judgments, settlements and compromises relating thereto and the reasonable costs
and expenses of attorneys', accountants', consultants' and other professionals'
fees and expenses incurred in the investigation or defense thereof or the
enforcement of rights hereunder), including direct and consequential damages,
but excluding punitive damages (other than punitive damages awarded to any third
party against an Indemnified Party or a Tenant Indemnified Party).

R. Liabilities: Any and all indebtedness, liabilities or obligations, whether
accrued, fixed or contingent, mature or inchoate, known or unknown, reflected on
a balance sheet or otherwise, including, but not limited to, those arising under
any law, rule, regulation, Action (as defined in the Asset Purchase Agreement),
order, injunction or consent decree of any Governmental Authority (as defined in
the Asset Purchase Agreement) or any judgment of any court of any kind or any
award of any arbitrator of any kind, and those arising under any contract,
commitment or undertaking.

2. PRIME LEASE. Landlord is the tenant under the Prime Lease identified in
Section 1(F), bearing the date specified in Section 1(F). Landlord represents
and warrants to Tenant that (a) Landlord has delivered to Tenant a full and
complete copy of the Prime Lease, the Master Lease and all amendments thereto,
and all other agreements between Prime Landlord and Landlord relating to the
leasing, use and occupancy of the Premises, (b) the Prime Lease is, as of the
date hereof, in full force and effect and (c) no event of default has occurred
under the Prime Lease and, to Landlord's knowledge, no event has occurred and is
continuing which would constitute


                                     - 2 -



an event of default but for the requirement of the giving of notice and/or the
expiration of the period of time to cure.

3. SUBLEASE. Landlord, for and in consideration of the rents herein reserved and
of the covenants and agreements herein contained on the part of the Tenant to be
performed, hereby subleases to the Tenant, and the Tenant accepts from the
Landlord the Premises identified in Section 1(A).

4. TERM AND TERMINATION.

A. The Term of this Lease is identified in Section 1(H). The Commencement Date
is identified in Section 1(I). The Termination Date is identified in Section
1(J).

B. This Lease shall terminate in the event of the termination of the Prime
Lease.

5. POSSESSION. Landlord agrees to deliver possession of the Premises on or
before the Commencement Date in its condition as of the execution and delivery
hereof, reasonable wear and tear excepted. Landlord has made no representations
or warranties with respect to the condition of the Premises and Tenant
acknowledges that it is leasing the Premises in its "AS IS" condition.

6. TENANT'S USE. The Premises shall be used and occupied only for the Tenant's
Use set forth in Section 1(O).

7. RENT. Beginning on the Commencement Date, Tenant agrees to pay the Rent set
forth in Section 1(K) to the Payee specified in Section 1(L),at the address
specified in Section 1(M), or to such other payee (which shall be the Landlord
or its nominee) or at such other address as may be designated by notice in
writing from Landlord to Tenant, without prior demand therefor and without any
deduction or setoff whatsoever. During the Term hereof, Rent shall be paid in
accordance with the Prime Lease. Tenant's covenant to pay Rent is independent of
every other covenant in this Sublease. If Rent is not paid when due, Tenant
shall pay, relative to the delinquent payment, an amount equal to the sum which
would be payable by Landlord to Prime Landlord for an equivalent default under
the Prime Lease. If any installment of Rent provided for herein is not paid when
due, Tenant shall pay any late charge or interest obligation required to be paid
by Landlord under the Prime Lease.

8. UTILITIES AND SERVICES. Landlord shall not be responsible for providing
Tenant with any utilities or services to the Premises. The Premises shall be
provided utilities and services as set forth in the Prime Lease.

9. TENANT'S OBLIGATIONS. Tenant shall at all times perform each and every
obligation of Landlord under the Prime Lease during the entire Term of this
Sublease and shall promptly notify Landlord of any material failure to so
perform.


                                     - 3 -



10. QUIET ENJOYMENT. Landlord represents that is it has full power and authority
to enter into this Sublease. So long as Tenant is not in default in the
performance of its covenants and agreements in this Sublease, Tenant's quiet and
peaceable enjoyment of the Premises shall not be disturbed or interfered with by
Landlord, or by any person claiming by, through, or under Landlord.

11. TENANT'S INSURANCE. Tenant shall procure and maintain, at its own cost and
expense, such liability insurance (including commercial general liability,
business automobile liability, workers' compensation and employer's liability)
as is required to be carried by Landlord under the Prime Lease, naming Landlord,
Prime Landlord and Prime Landlord's mortgagee, as additional insureds (except as
to Workers' Compensation and Employer's Liability), and in accordance with the
requirements of the Prime Lease. Tenant shall also maintain such commercial
property insurance, boiler and machinery insurance and business interruption
insurance as is required to be maintained by Landlord under the Prime Lease,
naming Prime Landlord and its mortgagee as loss payees, where required, and in
accordance with the requirements of the Prime Lease. To the extent the Prime
Lease requires Landlord to insure leasehold improvements, then Tenant shall
insure such leasehold improvements as are currently located in the Premises, as
well as leasehold improvements in the Premises made by Tenant. Tenant shall
furnish to Landlord certificates or evidence of insurance (as applicable) of
insurance required hereunder prior to Tenant taking possession of the Premises.
Landlord and Tenant each agree to include in any of their "special form" (or
other property and casualty) insurance policies the agreement of the issuer
thereof that such policy shall not be invalidated by a waiver of claims by the
insured against the Landlord or Tenant, as the case may be, and each will
furnish evidence thereof to the other. Landlord and Tenant each hereby waive any
claim against the other for any loss resulting from any cause, including the
negligence of the other, to the extent of the insurance proceeds available
therefore or required to be available by the terms of this Sublease.

12. ASSIGNMENT OR SUBLETTING.

A. To the extent provided under the Prime Lease, Tenant shall not (i) assign,
convey, mortgage or hypothecate this Sublease or any interest under it, (ii)
allow any transfer thereof or any lien upon Tenant's interest by operation of
law, (iii) further sublet the Premises or any part thereof or (iv) permit the
occupancy of the Premises or any part thereof by anyone other than Tenant.
Landlord's consent to an assignment of this Sublease or a further sublease of
the Premises shall not be unreasonably withheld, conditioned or delayed, and if
Landlord consents thereto, Landlord shall use reasonable efforts to obtain the
consent of Prime Landlord if such consent is required to be obtained under the
Prime Lease. Any cost of obtaining Prime Landlord's consent shall be borne by
Tenant.

B. Notwithstanding the provisions of subsection (A) of this Section 12, and only
to the extent permitted under Section 13 of the Prime Lease, Tenant may assign
its interests herein or further sublet the Premises or any portion thereof,
without Landlord's consent and without providing any additional rent to
Landlord, to any entity which, at the time of the initial assignment or
sublease, controls, is controlled by or is under common control with Tenant, or
any entity result-


                                     - 4 -



ing from the merger or consolidation with Tenant, or to any person or entity
which acquires all or substantially all the assets or capital stock of Tenant,
in any such case as a going concern of the business that is being conducted on
the Premises, provided that said assignee assumes, in full, the obligations of
Tenant under this Sublease in an agreement delivered to Landlord.

C. No permitted assignment shall be effective and no permitted sublease shall
commence unless and until any default by Tenant hereunder shall have been cured.
No permitted assignment or subletting shall relieve Tenant from Tenant's
obligations and agreements hereunder and Tenant shall continue to be liable as a
principal and not as a guarantor or surety to the same extent as though no
assignment or subletting had been made.

13. MAINTENANCE AND REPAIRS. During the Term hereof, all obligations of Landlord
under the Prime Lease for the maintenance, repair and/or replacement of any
portion of the Premises shall be the responsibility of the Tenant.

14. FIRE OR CASUALTY OR EMINENT DOMAIN. In the event of a fire or other casualty
affecting the Premises, or of a taking of all or a part of the Building or
Premises under the power of eminent domain, Landlord shall not exercise any
right which may have the effect of terminating the Prime Lease without first
obtaining the prior written consent of Tenant. In the event Landlord is
entitled, under the Prime Lease, to a rent abatement as a result of a fire or
other casualty or as a result of a taking under the power of eminent domain,
then Tenant shall be entitled to such rent abatement. If the Prime Lease imposes
on Landlord the obligation to repair or restore leasehold improvements or
alterations, Tenant shall be responsible for the repair or restoration of such
leasehold improvements or alterations.

15. ALTERATIONS. Tenant may make any alterations in or additions or improvements
to the Premises ("ALTERATIONS"), but only after obtaining Landlord's and Prime
Landlord's written consent if and to the extent such consent is required to be
obtained by Landlord under the Prime Lease. Tenant shall make Alterations in
compliance with all of the covenants of Landlord contained in the Prime Lease
pertaining to the performance of such Alterations. In addition, Tenant shall
indemnify, defend and hold harmless Landlord against liability, loss, cost,
damage, liens and expense imposed on Landlord arising out of the performance of
Alterations by Tenant.

16. SURRENDER. Upon the expiration of this Sublease, or upon the termination of
the Sublease or of the Tenant's right to possession of the Premises, Tenant will
at once surrender and deliver up the Premises, together with all improvements
thereon, only to the extent required under the Prime Lease, to Landlord in the
condition required under the Prime Lease and pursuant to the requirements of the
Prime Lease, including the removal of any alterations made by Landlord or
Tenant, to the extent Prime Landlord requires their removal.

17. REMOVAL OF TENANT'S PROPERTY. Upon the expiration of this Sublease, Tenant
shall remove Tenant's articles of personal property incident to Tenant's
business ("TRADE FIXTURES"); provided, however, that Tenant shall repair any
injury or damage to the Premises which may result from such removal, and shall
restore the Premises to the same condition as prior to the installation thereof.
If Tenant does not remove Tenant's Trade Fixtures from the Premises prior


                                     - 5 -



to the expiration or earlier termination of the Term, Landlord may, at its
option, remove the same (and repair any damage occasioned thereby and restore
the Premises as aforesaid) and dispose thereof or deliver the same to any other
place of business of Tenant, or warehouse the same, and Tenant shall pay the
cost of such removal, repair, restoration, delivery or warehousing to Landlord
on demand, or Landlord may treat said Trade Fixtures as having been conveyed to
Landlord with this Sublease as a bill of sale, without further payment or credit
by Landlord to Tenant.

18. HOLDING OVER. Tenant shall have no right to occupy the Premises or any
portion thereof after the expiration of this Sublease or after termination of
this Sublease or of Tenant's right to possession in consequence of an Event of
Default hereunder. In the event Tenant or any party claiming by, through or
under Tenant holds over, thereafter the tenancy shall be from month to month in
the absence of a written agreement to the contrary, and Tenant shall pay to
Prime Landlord a daily occupancy charge equal to five percent (5%) of the Basic
Rental (as defined in the Prime Lease) for the last lease year (plus all other
charges payable by Tenant under this Sublease) from each day from the expiration
or termination of this Sublease until the date the Premises are delivered in the
condition required herein, and Landlord's right to damages for such illegal
occupancy shall survive

19. ENCUMBERING TITLE. Tenant shall not do any act which shall in any way
encumber the title of Prime Landlord in and to the Premises, nor shall the
interest or estate of Prime Landlord or Landlord be in any way subject to any
claim by way of lien or encumbrance, whether by operation of law, by virtue of
any express or implied contract by Tenant or by reason of any other act or
omission of Tenant. Any claim to, or lien upon the Premises arising from any act
or omission of Tenant shall accrue only against the subleasehold estate of
Tenant and shall be subject and subordinate to the paramount title and rights of
Prime Landlord in and to the Premises and the interest of Landlord in the
Premises leased pursuant to the Prime Lease. Without limiting the generality of
the foregoing, Tenant shall not permit the Premises to become subject to any
mechanic's or other lien, charge or order for the payment of money filed against
Landlord or Prime Landlord as a result of any act or omission of Tenant;
provided, however, that if so permitted under the Prime Lease, Tenant shall have
the right to contest in good faith and with reasonable diligence, the validity
of any such lien or claimed lien; provided further, however, that Tenant shall,
at its own cost and expense, cause the same to be discharged of record or bonded
within thirty (30) days after written notice from Landlord or Prime Landlord to
Tenant of the filing thereof; and Tenant shall indemnify and save and hold
harmless Landlord, and if so required by the Prime Lease, Prime Landlord,
against and from all costs, liabilities, suits, penalties, claims and demands,
including reasonable attorneys' fees, resulting therefrom.

20. INDEMNITY.

A. Tenant agrees to indemnify, forever save and hold Landlord and each of
Landlord's agents, contractors, licensees, employees, managers, members,
directors, officers, partners, trustees and invitees (collectively, the
"INDEMNIFIED PARTIES;" each, an "INDEMNIFIED PARTY") harmless from and against
any and all Losses which any Indemnified Party may suffer or incur arising out
of or in connection with this Sublease, including, without limitation, (i)
Tenant's fail-


                                     - 6 -



ure to comply with the provisions of this Sublease; (ii) Tenant's or Tenant's
employees' or Tenant's successors or assigns use of the Premises; (iii) the
conduct of Tenant's business, any activity, work or things done, permitted or
suffered by Tenant, its agents, contractors, licensees, employees, directors,
officers, partners, trustees, successors or assigns (other than work performed
by Landlord) in or about the Premises or the Building (as defined in the Prime
Lease); (iv) Tenant's employees nonobservance or nonperformance or any statute,
law, ordinance, rule or regulation; (v) any negligence or other wrongful act or
omission on the part of Tenant or any of its agents, contractors, licensees,
employees, directors, officers, partners, trustees, successors or assigns or
(vii) any accident, injury or damage to any person or property occurring in, on
or about the Premises or any part thereof during the Term of this Sublease,
except to the extent caused by the negligence or willful misconduct of any
Indemnified Party.

B. Landlord agrees to indemnify, forever save and hold Tenant and each of
Tenant's agents, contractors, licensees, employees, managers, members,
directors, officers, partners, trustees and invitees (collectively, the "TENANT
INDEMNIFIED PARTIES;" each, a "TENANT INDEMNIFIED PARTY") harmless from and
against any and all Losses which any Tenant Indemnified Party may suffer or
incur arising out of, (i) Landlord's failure to comply with the provisions of
this Sublease; (ii) Landlord's employees nonobservance or nonperformance of any
statute, law, ordinance, rule or regulation; (iii) any negligence or other
wrongful act or omission on the part of Landlord or any of its agents,
contractors, licensees, employees, directors, officers, partners, trustees,
successors or assigns or (iv) any accident, injury or damage to any person or
property occurring in, on or about the Premises or any part thereof during the
term of this Sublease to the extent caused by the negligence or willful
misconduct of Landlord (with respect to a claim against Tenant).

C. The parties hereto acknowledge and agree that any claim for indemnification
hereunder and the obligations owed to the Indemnified Party or the Tenant
Indemnified Party, as the case may be, shall be subject to the provisions of
Sections 9.2 and 9.3 of the Asset Purchase Agreement.

21. LANDLORD'S RESERVED RIGHTS. Landlord shall have the same access rights as
Prime Landlord under the Prime Lease.

22. DEFAULTS. Tenant agrees that any one or more of the following events shall
be considered Events of Default as said term is used herein:

A. Tenant shall be adjudged an involuntary bankrupt, or a decree or order
approving, as properly filed, a petition or answer filed against Tenant asking
reorganization of Tenant under the Federal bankruptcy laws as now or hereafter
amended, or under the laws of any State, shall be entered, and any such decree
or judgment or order shall not have been vacated or stayed or set aside within
ninety (90) days from the date of the entry or granting thereof; or

B. Tenant shall file any petition in bankruptcy, or any petition pursuant or
purporting to be pursuant to the Federal bankruptcy laws now or hereafter
amended, or Tenant shall institute any


                                     - 7 -



proceedings for relief of Tenant under any bankruptcy or insolvency laws or any
laws relating to the relief of debtors, readjustment of indebtedness,
reorganization, arrangements, composition or extension; or

C. Tenant shall make any assignment for the benefit of creditors or shall file
an answer admitting or fail timely to contest or acquiesce in the appointment of
any trustee, receiver or liquidator of Tenant or any material part of its
properties; or

D. Tenant shall admit in writing its inability to pay its debts as they become
due; or

E. A decree or order appointing a receiver of the property of Tenant shall be
made and such decree or order shall not have been vacated, stayed or set aside
within ninety (90) days from the date of entry or granting thereof; or

F. Tenant shall default in any payment of Rent required to be made by Tenant
hereunder when due as herein provided and such default shall continue for more
than ten (10) days after notice thereof in writing to Tenant; or

G. Tenant shall default in securing insurance or in providing evidence of
insurance as set forth in Section 11 of this Sublease or shall default with
respect to lien claims as set forth in Section 19 of this Sublease and either
such default shall continue for fifteen (15) days after notice thereof in
writing to Tenant; or

H. Tenant shall, by its act or omission to act, cause a default under the Prime
Lease and such default shall not be cured within the time, if any, permitted for
such cure under the Prime Lease; or

I. Tenant shall default in any of the other covenants and agreements herein
contained to be kept, observed and performed by Tenant, and such default shall
continue for thirty (30) days after notice thereof in writing to Tenant, and
Tenant shall not within such 30-day period commence with due diligence and
dispatch the curing of such default or having so commenced, shall thereafter
fail or neglect to prosecute or complete with due diligence and dispatch the
curing of such default.

23. REMEDIES. Upon the occurrence of any one or more Events of Default, Landlord
may exercise any remedy against Tenant which Prime Landlord may exercise for
default by Landlord under the Prime Lease.

24. NOTICES AND CONSENTS. All notices, demands, requests, consents or approvals
which may or are required to be given by either party to the other shall be in
writing and shall be deemed given when received or refused if sent by United
States registered or certified mail, postage prepaid, return receipt requested
or if sent by overnight commercial courier service (a) if to Tenant, addressed
to Tenant at the address specified in Section 1(B) or at such other place as
Tenant may from time to time designate by notice in writing to Landlord or (b)
if for Landlord, addressed to Landlord at the address specified in Section 1(C)
or at such other place as Landlord


                                     - 8 -



may from time to time designate by notice in writing to Tenant. Each party
agrees to promptly deliver a copy of each notice, demand, request, consent or
approval from such party to Prime Landlord and promptly to deliver to the other
party a copy of any notice, demand, request, consent or approval received from
Prime Landlord. Such copies shall be delivered by overnight commercial courier.

25. PROVISIONS REGARDING SUBLEASE. This Sublease and all the rights of parties
hereunder are subject and subordinate to the Prime Lease. Each party agrees that
it will not, by its act or omission to act, cause a default under the Prime
Lease. In furtherance of the foregoing, the parties hereby confirm, each to the
other, that it is not practical in this Sublease agreement to enumerate all of
the rights and obligations of the various parties under the Prime Lease and
specifically to allocate those rights and obligations in this Sublease
agreement. Accordingly, in order to afford to Tenant the benefits of this
Sublease and of those provisions of the Prime Lease which by their nature are
intended to benefit the party in possession of the Premises, and in order to
protect Landlord against a default by Tenant which might cause a default or
event of default by Landlord under the Prime Lease:

A. To the extent Prime Landlord requires payment directly from Landlord and
provided Tenant timely pays all Rent when and as due under this Sublease,
Landlord shall pay, when and as due, any and all base rent, additional rent and
other charges payable by Landlord to Prime Landlord to the extent required under
the Prime Lease.

B. Landlord shall promptly provide Tenant with copies of all notices received by
Landlord under the Prime Lease from Prime Landlord or its mortgagee.

C. Except as otherwise expressly provided for herein, during the Term hereof
Tenant shall perform all affirmative covenants of Landlord under the Prime Lease
and shall refrain from performing any act which is prohibited by the negative
covenants of the Prime Lease.

D. Landlord shall not agree to any amendment to the Prime Lease unless Landlord
shall first obtain Tenant's prior written approval thereof, which approval shall
not be unreasonably withheld, conditioned or delayed.

E. Except as otherwise provided herein, Tenant shall be entitled to the rights
of Landlord, as tenant under the Prime Lease. Without limiting the generality of
the foregoing, Landlord hereby grants to Tenant the right to receive all of the
services and benefits with respect to the Premises which are to be provided by
Prime Landlord under the Prime Lease. Landlord shall have no duty to perform any
obligations of Prime Landlord which are, by their nature, the obligation of an
owner or manager of real property. For example, Landlord shall not be required
to provide the services or repairs, if any, which the Prime Landlord is required
to provide under the Prime Lease. Landlord shall have no responsibility for or
be liable to Tenant for any default, failure or delay on the part of Prime
Landlord in the performance or observance by Prime Landlord of any of its
obligations under the Prime Lease, nor shall such default by Prime Landlord
affect this Sublease or waive or defer the performance of any of Tenant's
obligations hereunder except to the extent that such default by Prime Landlord
excuses performance by Landlord, under the


                                     - 9 -



Prime Lease. Notwithstanding the foregoing, the parties contemplate that Prime
Landlord shall, in fact, provide the services and benefits and perform its
obligations under the Prime Lease and in the event of any default or failure of
such provision or performance by Prime Landlord, Landlord agrees that it will,
upon notice from Tenant, make demand upon, deliver notices to and request
consents or approvals from Prime Landlord to provide such services or benefits
and perform its obligations under the Prime Lease and, provided that Tenant
specifically agrees to pay all reasonable costs and expenses of Landlord and
provides Landlord with security reasonably satisfactory to Landlord to pay such
costs and expenses, Landlord will take appropriate legal action to enforce the
Prime Lease.

F. Tenant shall have the right to exercise all renewal rights granted to
Landlord under the Prime Lease.

G. Landlord shall cooperate with Tenant to cause Prime Landlord to provide
services required by Tenant in addition to those otherwise required to be
provided by Prime Landlord under the Prime Lease. Tenant shall pay Prime
Landlord's charge for such services promptly after having been billed therefor
by Prime Landlord or by Landlord.

26. SECURITY DEPOSIT.

A. To secure the faithful performance by Tenant of all the covenants, conditions
and agreements in this Sublease set forth and contained on the part of Tenant to
be fulfilled, kept, observed and performed including, but not by way of
limitation, such covenants and agreements in this Sublease which become
applicable upon the termination of the same by re-entry or otherwise, Tenant
shall deposit with Landlord the Security Deposit as specified in Section 1(N) on
the understanding that: (a) the Security Deposit or any portion thereof not
previously applied, or from time to time, such one or more portions thereof, may
be applied to the curing of any default that may then exist, without prejudice
to any other remedy or remedies which Landlord may have on account thereof, and
upon such application Tenant shall pay Landlord on demand the amount so applied
which shall be added to the Security Deposit so the same may be restored to its
original amount; (b) should the Prime Lease be assigned by Landlord, the
Security Deposit or any portion thereof not previously applied may be turned
over to Landlord's assignee and if the same be turned over as aforesaid, Tenant
hereby releases Landlord from any and all liability with respect to the Security
Deposit and/or its application or return; (c) if permitted by law, Landlord or
its successor shall not be obligated to hold the Security Deposit as a separate
fund, but on the contrary may commingle the same with its other funds; (d) if
Tenant shall faithfully fulfill, keep, perform and observe all of the covenants,
conditions and agreements in this Sublease set forth and contained on the part
of Tenant to be fulfilled, kept, performed and observed, the sum deposited or
the portion thereof not previously applied, shall be returned to Tenant without
interest no later than thirty (30) days after the expiration of the Term of this
Sublease or any renewal or extension thereof, provided Tenant has vacated the
Premises and surrendered possession thereof to Landlord at the expiration of the
Term or any extension or renewal thereof as provided herein; (e) in the event
that Landlord terminates this Sublease or Tenant's right to possession by reason
of an Event of Default by Tenant, Landlord may apply the Security Deposit
against damages suf-


                                     - 10 -



fered to the date of such termination and/or may retain the Security Deposit to
apply against such damages as may be suffered or shall accrue thereafter by
reason of Tenant's default; and (f) in the event any bankruptcy, insolvency,
reorganization or other creditor-debtor proceedings shall be instituted by or
against Tenant, or its successors or assigns, the Security Deposit shall be
deemed to be applied first to the payment of any Rent due Landlord for all
periods prior to the institution of such proceedings, and the balance, if any,
of the Security Deposit may be retained or paid to Landlord in partial
liquidation of Landlord's damages.

B. Notwithstanding the above, Tenant shall have the right to post a letter of
credit in place of the cash security deposit required in Section 26(A) of this
Sublease in the same manner as Landlord has the right to post a letter of credit
rather than cash security pursuant to Section 39(c) of the Prime Lease. In
addition, Tenant shall have the obligation to post a letter of credit as
additional security for this Sublease in the same manner as Landlord is
obligated to post additional security for the Prime Lease pursuant to Section
39(b) of the Prime Lease (except that the test shall be the Moody's and/or
Standard & Poors rating of TriMas Company, LLC, the guarantor, rather than
Landlord).

27. PRIME LANDLORD'S CONSENT. The parties acknowledge that, pursuant to Section
13(d) of the Prime Lease, Prime Landlord's consent to this Sublease is not
required.

28. BROKERAGE. Each party warrants to the other that it has had no dealings with
any broker or agent in connection with this Sublease.

29. FORCE MAJEURE. Neither Landlord nor Tenant shall be deemed in default with
respect to any of the terms, covenants and conditions of this Sublease if such
parties failure to timely perform same is due in whole or in part to any strike,
lockout, labor trouble (whether legal or illegal), civil disorder, failure of
power, restrictive governmental laws and regulations, riots, insurrections, war,
shortages, accidents, casualties, acts of God, or any other cause beyond the
reasonable control of such party.

30. TRIMAS GUARANTEE. As a condition to Landlord entering into the Sublease,
Tenant shall obtain the unconditional guarantee of this Sublease by TriMas
Company LLC in the form attached hereto as Annex 2.

31. CERTIFICATES. Each party shall, without charge, at any time and from time to
time hereafter, within ten (10) days after written request of the other party,
certify to the best of its knowledge by written instrument duly executed and
acknowledged to any mortgagee or purchaser, or proposed mortgagee or proposed
purchaser, of any other person, firm or corporation specified in such request:
(a) as to whether this Sublease has been supplemented or amended, and if so, the
substance and manner of such supplement or amendment; (b) as to the validity and
force and effect of this Sublease, in accordance with its tenor as then
continued; (c) as to the existence of any default thereunder; (d) as to the
existence of any offsets, counterclaims or defenses hereto on the part of such
other party; (e) as to the commencement and expiration dates of the Term hereof
and (f) as to any other matters as may reasonably be so requested. Any such
certifi-


                                     - 11 -



cate may be relied upon by the party requesting it and any other person, firm or
corporation to whom the same may be exhibited or delivered, and the contents of
such certificate shall be binding on the party executing same.














                                     - 12 -



32. MISCELLANEOUS. The laws of the State of Michigan shall govern the validity,
performance, and enforcement of this Sublease. The invalidity or
unenforceability of any provision of this Sublease shall not affect or impair
any other provision of this Sublease or the Sublease itself. The submission of
this document for examination does not constitute an offer to lease, or a
reservation of or option for the Premises, and becomes effective only upon
execution and delivery thereof by Landlord and Tenant. All negotiations,
considerations, representations, and understandings between the parties are
incorporated herein and may be modified or altered only by agreement in writing
between the parties. This Sublease shall not be recorded. A memorandum of lease
describing the property, giving the commencement date and term of this Sublease
and renewal rights, and referring to this Sublease, may be executed and may be
recorded by either party. The agreements, terms, covenants, and conditions
herein shall bind and inure to the benefit of Landlord and Tenant and their
respective successors and, except as otherwise provided herein, their assigns.

The parties have executed this Sublease the day and year first above written.

                              LANDLORD:
                              METALDYNE COMPANY LLC

                              By:  /s/ Karen A. Radtke
                                   ----------------------------
                              Printed Name:  Karen A. Radtke
                              Its:   Vice President and Treasurer


                              TENANT:
                              FITTINGS PRODUCTS CO., LLC

                              By:  /s/  Todd R. Peters
                                   ----------------------------
                              Printed Name:  Todd R. Peters
                              Its:   Executive Vice President & CFO


                                     - 13 -



STATE OF MICHIGAN                   )
                                    )  ss.
COUNTY OF WAYNE                     )

     The foregoing instrument was acknowledged before me this 9th day of May,
2003 by Karen Radtke, the Vice President and Treasurer of METALDYNE COMPANY LLC,
a Delaware limited liability company, on behalf of said limited liability
company.


                                              /s/ Annette Nealy
                                              ---------------------------------
                                              Notary Public, State of


                                              Printed Name:   Annette Nealy
                                                           --------------------

Commission Expires:
Feb. 16, 2006
- ----------------------------


STATE OF MICHIGAN                   )

                                    )  ss.
COUNTY OF OAKLAND                   )

     The foregoing instrument was acknowledged before me this 9th day of May,
2003 by Todd R. Peters, the Executive Vice President of FITTINGS PRODUCTS CO.,
LLC, a Delaware limited liability company, on behalf of said company.


                                              /s/ Tamera L. Pope
                                              ---------------------------------
                                              Notary Public, State of Michigan

                                              Printed Name:  Tamera L. Pope
                                                             ------------------

Commission Expires:
Oct. 16, 2005
- ----------------------------







                                     ANNEX 1


     Property situated in City of Livonia, County of Wayne, State of Michigan
described as:

     That part of the Northeast 1/4 of Section 25, Town 1 South, Range 9 East,
city of Livonia, Wayne County, Michigan, described as beginning at a point on
the East line of said Section distant South 0 degrees 26 minutes 50 seconds East
820.0 feet from the Northeast corner of Section 25 and proceeding thence South 0
degrees 26 minutes 50 seconds East along said East line, 500.0 feet; thence
North 89 degrees 52 minutes 20 seconds West 494.56 feet; thence North 0 degrees
20 minutes 47 seconds West 499.99 feet calculated and measured (North 0 degrees
20 minutes 49 seconds West 500.0 feet recorded;) thence South 89 degrees 52
minutes 20 seconds East 493.68 feet to the point of beginning. EXCEPT the East
60 feet thereof, which was deeded to the Wayne County Board of Road
Commissioners.

                  Commonly known as 12955 Inkster

                  Tax Item No. 097-99-0006-000









                                     ANNEX 2


                                    GUARANTY


     The undersigned, TRIMAS COMPANY LLC, a Delaware limited liability company
("GUARANTOR"), whose address is 39400 Woodward Avenue, Suite 130, Bloomfield
Hills, Michigan 48304, in consideration of the leasing of the leased Premises
described in that certain sublease (the "SUBLEASE") of even date herewith
between METALDYNE COMPANY LLC ("LANDLORD") and FITTINGS PRODUCTS CO., LLC
("TENANT"), does hereby covenant and agree as follows:

A.   The undersigned does hereby guarantee the full, faithful and timely payment
     and performance by Tenant of all of the payments, covenants and other
     obligations of Tenant under or pursuant to the Sublease. If Tenant shall
     default at any time in the payment of any rent or any other sums, costs or
     charges whatsoever, or in the performance of any of the other covenants and
     obligations of Tenant, under or pursuant to the Sublease, then the
     undersigned, at its expense, shall on demand of Landlord fully and promptly
     pay all rent, sums, costs and charges to be paid by Tenant, and perform all
     of the other covenants and obligations to be performed by Tenant, under or
     pursuant to the Sublease and, in addition, shall, on Landlord's demand, pay
     to Landlord any and all sums due to Landlord, including all interest on
     past due obligations of Tenant and costs advanced by Landlord, that may
     arise in consequence of Tenant's default.

B.   A separate action or actions may, at Landlord's option, be brought and
     prosecuted against the undersigned, whether or not any action is first or
     subsequently brought against Tenant, or whether or not Tenant is joined in
     any such action, and the undersigned may be joined in any action or
     proceeding commenced by Landlord against Tenant arising out of, in
     connection with or based upon the Sublease.

C.   Subject to the provisions of the immediately following paragraph, this
     Guaranty shall remain and continue in full force and effect and shall not
     be discharged in whole or in part notwithstanding (whether prior or
     subsequent to the execution hereof) any alteration, renewal, extension,
     modification, amendment or assignment of, or subletting, concession,
     franchising, licensing or permitting under, the Sublease. The undersigned
     agrees that the liability of the undersigned hereunder shall be based upon
     the obligations of Tenant set forth in the Sublease as the same may be
     altered, renewed, extended, modified, amended or assigned.

D.   This Guaranty shall remain in full force and effect notwithstanding the
     institution by or against Tenant, of bankruptcy, reorganization,
     readjustment, receivership or






     insolvency proceedings of any nature, or the disaffirmance of the
     Sublease in any such proceedings or otherwise.

E.   Neuter terms should also refer, where applicable, to the feminine gender
     and the masculine gender; the singular reference shall also include the
     plural of any word if the context so requires.

F.   This Guaranty shall be applicable to and binding upon the heirs, executors,
     administrators, representatives, successors and assigns of Landlord, Tenant
     and the undersigned.

G.   The execution of this Guaranty prior to execution of the Sublease shall not
     invalidate this Guaranty or lessen the obligations of Guarantor hereunder.

H.   This Guaranty is made pursuant to, and shall be interpreted and applied in
     accordance with, the laws of the State of Michigan. Any legal action or
     proceeding with respect to this Guaranty may be brought in the Courts of
     the State of Michigan, or the District Court of the United States of
     America for the Eastern District of Michigan, and, by execution and
     delivery of this Guaranty, the Guarantor hereby irrevocably accepts for
     itself the jurisdiction of the aforesaid courts. The Guarantor hereby
     irrevocably consents to the service of process out of any of the
     aforementioned courts in any such action or proceeding by the mailing of
     copies thereof by registered mail, return receipt requested, to the
     Guarantor at the addresses provided herein, such service to become
     effective 30 days after such mailing, or such earlier time as may be
     provided by applicable law. The Guarantor hereby irrevocably waives any
     objection which it may now or hereafter have to the laying of venue of any
     of the aforesaid actions or proceedings arising out of or in connection
     with this Guaranty brought in the courts referred to above and hereby
     further irrevocably waives and agrees not to plead or claim in any such
     court that such action or proceeding brought in any such court has been
     brought in an inconvenient forum.

I.   Landlord's address is 47603 Halyard Drive, Plymouth, Michigan 48170 and
     Tenant's address is 39400 Woodward Avenue, Suite 130, Bloomfield Hills,
     Michigan 48170.

J.   THE GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN
     ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
     GUARANTY.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




IN WITNESS WHEREOF, the undersigned has executed this Guaranty as of the 8th
     day of May, 2003.

                                 TRIMAS COMPANY LLC
                                 a Delaware limited liability company
                                 By: /s/ Todd R. Peters
                                     ---------------------------------
                                     Name: Todd R. Peters
                                     Title: Executive Vice President and CFO
Agreed and Accepted by:

METALDYNE COMPANY LLC, a
Delaware limited liability company
By:  /s/ Karen A. Radtke
     --------------------------------
     Name:  Karen A. Radtke
     Title: Vice President and Treasurer






                                 ACKNOWLEDGMENT
                                 --------------

STATE OF MICHIGAN               )
                                )  ss.:
COUNTY OF OAKLAND               )

     On this 8th day of May, 2003, before me personally appeared Todd R. Peters,
to me personally known, who, being duly sworn, did say that he is the Executive
Vice President and CFO of Trimas Company LLC, a Delaware limited liability
company, the limited liability company named in and which executed the within
instrument, and that said instrument was signed and sealed in behalf of said
limited liability company.


                                       /s/ Tamera L. Pope
                                       ------------------------------------
                                       Notary Public
                                       Oakland County, MICHIGAN
                                       My Commission expires: Oct. 16, 2005
                                                              -------------
STATE OF MICHIGAN        )
                         )  ss.:
COUNTY OF WAYNE          )

     On this 8th day of May, 2003, before me personally appeared Karen A.
Radtke, to me personally known, who, being duly sworn, did say that she is the
Vice President and Treasurer of Metaldyne Company LLC, a Delaware limited
liability company, the limited liability company named in and which executed the
within instrument, and that said instrument was signed and sealed in behalf of
said limited liability company.

   /s/ Annette Nealy
- --------------------------------------
Notary Public
              County, Wayne
My Commission expires: Feb. 16, 2006
                       ---------------
EX-12 7 file005.htm COMPUTATION OF RATIO OF EARNINGS

Exhibit 12

METALDYNE CORPORATION
Computation of Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
(Dollars In thousands)


  6 Months Ended
June 29		 Year Ended
December 29,		 For the Years Ended December 31
  2003 2002 2001 11/28 – 12/31
2000		 1/1 – 11/27
2000		 1999 1998
EARNINGS (LOSS) BEFORE INCOME TAXES AND FIXED CHARGES:
Income (loss) from continuing operations before income taxes and cumulative effect of accounting change, net $ (12,150 )  $ (63,890 )  $ (47,930 )  $ (42,600 )  $ 156,670   $ 139,470   $ 144,520  
(Deduct) add equity in undistributed earnings (loss) of less-than-fifty percent owned companies   2,710     1,410     (8,930 )    1,000     (14,210 )    (9,800 )    (8,530 ) 
Add interest on indebtedness, net   35,120     91,060     148,560     14,470     78,880     83,470     83,620  
Add amortization of debt expense   1,100     4,770     11,620     550     4,490     2,740     3,250  
Estimated interest factor for rentals   6,220     12,460     9,730     310     2,970     3,710     3,620  
Earnings before income taxes and fixed charges $ 33,000   $ 45,810   $ 113,050   $ (26,270 )  $ 228,800   $ 219,590   $ 226,480  
FIXED CHARGES:
Interest on indebtedness, net $ 35,120   $ 91,060   $ 148,560   $ 14,460   $ 78,640   $ 83,760   $ 84,080  
Amortization of debt expense   1,100     4,770     11,620     550     4,490     2,740     3,250  
Estimated interest factor for rentals (d)   6,220     12,460     9,730     310     2,970     3,710     3,620  
Total fixed charges   42,440     108,290     169,910     15,320     86,100     90,210     90,950  
Preferred stock dividends (a)   6,150     12,970     9,750     650     —     —     —  
Combined fixed charges and preferred stock dividends $ 48,590   $ 121,260   $ 179,660   $ 15,970   $ 86,100   $ 90,210   $ 90,950  
Ratio of earnings to fixed charges   — (b)    — (b)    — (b)    — (b)    2.7     2.4     2.5  
Ratio of earnings to combined fixed charges and preferred stock dividends   — (c)    — (c)    — (c)    — (c)    2.7     2.4     2.5  
(a) Based on the Company's effective tax rate, represents the amount of income before provision for income taxes required to meet the preferred stock dividend requirements of the Company and its 50% owned companies.
(b) Results of operations for the six months ended June 29, 2003, years ended December 29, 2002 and December 31, 2001 and the 34 days ended December 31, 2000 are inadequate to cover fixed charges by $9,440, $62,480, $56,860 and $41,590, respectively.
(c) Results of operations for the six months ended June 29, 2003, years ended December 29, 2002 and December 31, 2001 and the 34 days ended December 31, 2000 are inadequate to cover fixed charges and preferred stock dividends by $15,590, $75,450, $66,610 and $42,240, respectively.
(d) Deemed to represent one-third of rental expense on operating leases.
EX-31.1 8 file006.htm CERTIFICATION

Exhibit 31.1

Certification
Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002
(Chapter 63, Title 18 U.S.C. Section 1350(A) And (B))

I, Timothy D. Leuliette, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Metaldyne Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of the registrant's board of directors (or persons fulfilling the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2003 /s/ Timothy D. Leuliette
  Timothy D. Leuliette
Chief Executive Officer
EX-31.2 9 file007.htm CERTIFICATION

Exhibit 31.2

Certification
Pursuant To Section 302 Of The Sarbanes-Oxley Act Of 2002
(Chapter 63, Title 18 U.S.C. Section 1350(A) And (B))

I, Jeffrey Stafeil, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Metaldyne Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and to the audit committee of the registrant's board of directors (or persons fulfilling the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2003

/s/ Jeffrey M. Stafeil
Jeffrey M. Stafeil
Executive Vice President and Chief Financial Officer
(Chief Accounting Officer and Authorized Signatory)
EX-32.1 10 file008.htm CERTIFICATION

Exhibit 32.1

Certification
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
(Chapter 63, Title 18 U.S.C. Section 1350(A) And (B))

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. Section 1350(a) and (b)), the undersigned hereby certifies in his capacity as an officer of Metaldyne Corporation (the "Company") that the Quarterly Report of the Company on Form 10-Q for the period ended June 29, 2003 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company at the end of and for the periods covered by such Report.

Date: August 12, 2003   /s/ Timothy D. Leuliette

Timothy D. Leuliette
Chief Executive Officer
EX-32.2 11 file009.htm CERTIFICATION

Exhibit 32.2

Certification
Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 2002
(Chapter 63, Title 18 U.S.C. Section 1350(A) And (B))

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. Section 1350(a) and (b)), the undersigned hereby certifies in his capacity as an officer of Metaldyne Corporation (the "Company") that the Quarterly Report of the Company on Form 10-Q for the period ended June 29, 2003 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company at the end of and for the periods covered by such Report.

Date: August 12, 2003

/s/ Jeffrey M. Stafeil
Jeffrey M. Stafeil
Executive Vice President and Chief Financial Officer
(Chief Accounting Officer and Authorized Signatory)
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