-----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, AbLIs0NHygBmtItDHTDNXwdVRLrVtvZY3cH0kFqWOUVkrYfH2E4bTGh1oePXyLMg mLetko5Tq8RWZnoQ0wDnEg== 0000950136-04-001051.txt : 20040405 0000950136-04-001051.hdr.sgml : 20040405 20040405092716 ACCESSION NUMBER: 0000950136-04-001051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040402 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040405 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12068 FILM NUMBER: 04715707 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 8-K 1 file001.txt FORM 8-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 APRIL 2, 2004 Date of Report (Date of earliest event reported) METALDYNE CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 001-12068 38-2513957 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification No.) 47659 HALYARD DRIVE, PLYMOUTH, MICHIGAN 48170 (Address of principal executive offices) (734) 207-6200 (Registrant's telephone number, including area code) NOT APPLICABLE (Former name or former address, if changed since last report) ================================================================================ ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. On April 2, 2004, the Company issued a press release, which is attached hereto as Exhibit 99.1, announcing the receipt of certain waivers in respect of its senior secured credit facilities and its accounts receivables securitization facility. The form of the waivers are attached hereto as Exhibits 10.1 and 10.2. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. The following exhibit is filed herewith: 10.1 Form of Senior Secured Credit Facility Waiver. 10.2 Form of Receivables Facility Waiver and Agreement. 99.1. Press Release. SIGNATURES 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. Dated: April 2, 2004 METALDYNE CORPORATION By: /s/ Jeffrey M. Stafeil ---------------------- Name: Jeffrey M. Stafeil Title: Executive Vice President and Chief Financial Officer EX-10.1 3 file002.txt FORM OF SENIOR SECURED CREDIT FACILITY WAIVER Exhibit 10.1 [Form of] WAIVER AND AGREEMENT dated as of April 1, 2004 (this "Waiver"), to the Credit Agreement dated as of November 28, 2000 (as amended and restated as of June 20, 2002, and as amended by Amendment No. 1 thereto dated as of July 15, 2003, the "Credit Agreement"), among METALDYNE CORPORATION ("Holdings"), METALDYNE COMPANY LLC (the "Parent Borrower"), the Foreign Subsidiary Borrowers party thereto (together with Holdings and the Parent Borrower, the "Borrowers"), the financial institutions party to the Credit Agreement as lenders (the "Lenders"), JPMORGAN CHASE BANK, as Administrative Agent and Collateral Agent, CREDIT SUISSE FIRST BOSTON, as Syndication Agent and COMERICA BANK, FIRST UNION NATIONAL BANK, NATIONAL CITY BANK and BANK ONE, NA, each as Documentation Agent. A. The Borrowers have requested that the Required Lenders agree to waive certain provisions of the Credit Agreement as set forth herein. B. The Required Lenders are willing so to waive such provisions of the Credit Agreement pursuant to the terms and subject to the conditions set forth herein. C. Capitalized terms used and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. SECTION 1. Waivers. (a) The Required Lenders hereby waive the obligation to deliver (i) the consolidated balance sheets and related statements of operations, stockholders' equity and cash flows as of the end of and for fiscal year 2003 required to be delivered by Section 5.01(a) of the Credit Agreement (the "2003 Financial Statements"), (ii) the consolidated balance sheets and related statements of operations, stockholders' equity and cash flows as of the end of and for the fiscal quarter ending March 31, 2004 required to be delivered by Section 5.01(b) of the Credit Agreement (collectively with the 2003 Financial Statements, the "Covered Financial Statements") and (iii) the certificate required to be delivered by Section 5.01(d)(i) of the Credit Agreement, but only to the extent such certificate relates to or would cover any of the Covered Financial Statements, in each case until the earlier of (x) the date on which (A) an event of default occurs under any Material Indebtedness (other than the Indentures (as defined below), the Credit Agreement, the Permitted Receivables Financing and lease agreements) or (B) a notice of termination is delivered under any lease agreement that constitutes or would constitute Material Indebtedness, in each case for failure to deliver any of the Covered Financial Statements, (y) the date that is 30 days after the date on which a notice of default for failure to deliver any of the Covered Financial Statements is delivered pursuant to any of the indentures (the "Indentures") with respect to the 10% Senior Notes due 2013, the 11% Senior Subordinated Notes due 2012 or the 10% Senior Subordinated Notes originally issued to an Affiliate of DaimlerChrysler Inc. (provided that (i) no Revolving Loan (other than Revolving Loans related to an LC Disbursement in respect of any Letter of Credit that is outstanding on the date that this Waiver becomes effective) shall be made and (ii) no Letters of Credit shall be issued, in each case under the Credit Agreement, following the delivery of any such notice of default under this clause(y)) or (z) June 1, 2004 (the period commencing on the date this Waiver becomes effective and ending on the earlier of the dates referred to in clauses (x), (y) and (z) of this Section being referred to herein as the "Covered Period"). (b) The Required Lenders hereby waive, during the Covered Period, the application of all representations and warranties in Article III of the Credit Agreement and in any certificates delivered under the Credit Agreement to the extent such representations and warranties relate to the Internal Evaluation (as defined below), except to the extent that the facts relating to the matters that are the subject of the Internal Evaluation become materially inconsistent with such facts previously disclosed to the Administrative Agent, and such inconsistency is materially adverse to the Lenders. (c) The Required Lenders hereby waive, during the Covered Period, any Default arising from (i) the failure of the Borrowers to comply with the requirements of Sections 5.01(a), 5.01(b) and 5.01(d)(i) of the Credit Agreement (to the extent limited by Section 1(a)(iii) above) and (ii) the application of any of the representations and warranties in Article III of the Credit Agreement and in any certificates delivered under the Credit Agreement (to the extent limited by Section 1(b) above). (d) The waivers provided for by paragraphs (a), (b) and (c) above shall terminate and expire at 11:59 p.m., New York City time, on the final day of the Covered Period, and at all times thereafter the Credit Agreement shall apply in all respects, and the Administrative Agent and the Lenders shall have all such rights and remedies, as if such waiver had never been granted. SECTION 2. Representations and Warranties. The Borrowers represent and warrant to the Administrative Agent and to each of the Lenders that: (a) This Waiver has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of each Loan Party party hereto, enforceable against such Loan Party in accordance with its terms. (b) After giving effect to this Waiver, the representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) After giving effect to this Waiver, no Default has occurred and is continuing. (d) The Parent Borrower's press release dated as of March 29, 2004, attached hereto as Annex A (such matters that are described therein collectively and all matters reasonably related thereto are referred to herein as the "Internal Evaluation") states all material facts, and does not omit to state any material facts, necessary to make the statements concerning the Internal Evaluation misleading in any material respect, in light of the circumstances in which they were made, as of the date hereof. SECTION 3. Waiver Fee. In consideration of the agreements of the Required Lenders contained in this Waiver, the Parent Borrower agrees to pay to the Administrative Agent, for the account of each Lender that delivers an executed counterpart of this Waiver prior to 5:00 p.m., New York City time, on April 1, 2004, a waiver fee (the "Waiver Fee") equal to 10 basis points on the aggregate amount of the Commitments and outstanding Term Loans of such Lender. SECTION 4. Conditions to Effectiveness. This Waiver shall become effective as of April 1, 2004, when (a) the Administrative Agent shall have received (i) counterparts of this Waiver that, when taken together, bear the signatures of Holdings, the Parent Borrower and the Required Lenders and (ii) the Waiver Fee, (b) the representations and warranties set forth in Section 2 hereof are true and correct (as set forth on an officer's certificate delivered to the Administrative Agent) and (c) all fees and expenses required to be paid or reimbursed by the Borrowers pursuant hereto or to the Credit Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent shall have been paid or reimbursed, as applicable. SECTION 5. Credit Agreement. Except as specifically waived hereby, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. Without limiting the generality of the foregoing, the waivers contemplated under Section 1(a), (b) and (c) above shall not affect the obligations of the Parent Borrower to deliver other certificates required by the Credit Agreement except as specifically set forth in Section 1(a), (b) or (c), provided that the Administrative Agent may take such actions reasonably requested by the Parent Borrower with respect to delivery of such required certificates to other Lenders to the extent necessary to ensure that the Parent Borrower is in compliance with Regulation FD of the Securities Exchange Act of 1934. This Waiver shall be a Loan Document for all purposes. SECTION 6. APPLICABLE LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 7. Counterparts. This Waiver may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed signature page to this Waiver by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Waiver. SECTION 8. Expenses. The Parent Borrower agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Waiver, including the fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent. SECTION 9. Headings. The headings of this Waiver are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. EX-10.2 4 file003.txt FORM OF RECEIVABLES FACILITY WAIVER AND AGREEMENT [Form of] WAIVER AND AGREEMENT dated as of April 1, 2004 (this "Waiver"), to the Receivables Transfer Agreement referred to below among MTSPC, INC., (the "Transferor"), METALDYNE CORPORATION (f/k/a MascoTech, Inc.) (the "Parent"), individually, as Collection Agent and as Guarantor, PARK AVENUE RECEIVABLES COMPANY, LLC ("PARCO"), and EIFFEL FUNDING, LLC ("Eiffel") (collectively, the "CP Conduit Purchasers"), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Committed Purchaser and Funding Agent for PARCO ("Chase"), CDC FINANCIAL PRODUCTS INC., as Committed Purchaser and Funding Agent for Eiffel ("CDC") (collectively, the "Committed Purchasers"), and JPMORGAN CHASE BANK, as Administrative Agent. A. The Transferor, the Parent, PARCO, Chase, Eiffel, CDC and the Administrative Agent have entered into a Receivables Transfer Agreement dated as of November 28, 2000, as amended from time to time (the "Receivables Transfer Agreement"). B. The Transferor has requested that the Collection Agent, the Guarantor, PARCO, Chase, Eiffel, CDC and the Administrative Agent (the "Consenting Parties") agree to waive certain provisions of the Receivables Transfer Agreement and refrain from taking certain actions as set forth herein. C. The Consenting Parties are willing so to waive such provisions of the Receivables Transfer 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 Receivables Transfer Agreement or Schedule A thereto. SECTION 1. Waivers by the Consenting Parties. (a) The Consenting Parties hereby waive the obligation to deliver (i) the consolidated balance sheets and related statements of operations, stockholders' equity and cash flows as of the end of and for fiscal year 2003 required to be delivered by Section 5.01(a)(i) of the Receivables Transfer Agreement (the "2003 Financial Statements"), (ii) the consolidated balance sheets and related statements of operations, stockholders' equity and cash flows as of the end of and for the fiscal quarter ending March 31, 2004 required to be delivered by Section 5.01(a)(ii) of the Receivables Transfer Agreement (collectively with the 2003 Financial Statements, the "Covered Financial Statements"), (iii) the certificate required to be delivered by Section 5.01(a)(iii) of the Receivables Transfer Agreement and (iv) the report required to be delivered by Section 6.02(c) of the Receivables Transfer Agreement, in each case until the earlier of: (x) the date on which (A) an event of default occurs under any Material Indebtedness (as defined in the Credit Agreement) other than the Indentures (as defined below), the Receivables Transfer Agreement, the Credit Agreement and lease agreements or (B) a notice of termination is delivered under any lease agreement that constitutes or would constitute Material Indebtedness, in each case for failure to deliver any of the Covered Financial Statements, (y) the date that is 30 days after the date on which a notice of default for failure to deliver any of the Covered Financial Statements is delivered pursuant to any of the indentures (the "Indentures") with respect to the 10% Senior Notes due 2013, the 11% Senior Subordinated Notes due 2012 or the 10% Senior Subordinated Notes originally issued to an Affiliate of DaimlerChrysler Inc. (such 30-day period, the "Lockout Period") or (z) June 1, 2004 (the period commencing on the date this Waiver becomes effective and ending on the earlier of the dates referred to in clauses (x), (y) and (z) of this Section being referred to herein as the "Covered Period"). As a condition to this waiver, each party hereto agrees that during any Lockout Period, no Incremental Transfers shall be made to the CP Conduit Purchasers or the Committed Purchasers under the Receivables Transfer Agreement. (b) The Consenting Parties hereby waive, during the Covered Period, the application of all representations and warranties in Sections 3.01(e) and (g) of the Receivables Transfer Agreement and in any certificates delivered with respect thereto to the extent such representations and warranties relate to the Internal Evaluation (as defined below), except to the extent that the facts relating to the matters that are the subject of the Internal Evaluation become materially inconsistent with such facts previously disclosed to the Administrative Agent, and such inconsistency is materially adverse to the CP Conduit Purchasers or the Committed Purchasers. (c) The Consenting Parties hereby waive, during the Covered Period, any Termination Event arising from (i) the failure to comply with the requirements of Sections 5.01(a)(i), 5.01(a)(ii), 5.01(a)(iii) and 6.02(c) of the Receivables Transfer Agreement (to the extent limited by Section 1(a)(iv) above) and (ii) the application of any of the representations and warranties in Article III of the Receivables Transfer Agreement and in any certificates delivered under the Receivables Transfer Agreement (to the extent limited by Section 1(b) above) (such failure or application during the Covered Period being a "Waived Event"). (d) The Consenting Parties agree that a Waived Event (i) shall not constitute a Potential Termination Event or Termination Event (including without limitation for purposes of Section 2.09(b)) and (ii) shall not constitute the basis for the declaration of the Termination Date pursuant to Section 7.2(a) of the Receivables Transfer Agreement or the "declaration of a Termination Event" as that phrase is used in Section 8.01 of the Receivables Purchase Agreement. (e) The waivers and agreements provided for by paragraphs (a), (b), (c) and (d) above shall terminate and expire at 11:59 p.m., New York City time, on the final day of the Covered Period, and at all times thereafter the Receivables Transfer Agreement shall apply in all respects, and the Administrative Agent, the CP Conduit Purchasers, the Funding Agents and the Committed Purchasers shall have all such rights and remedies, as if such waiver had never been granted. SECTION 2. Representations and Warranties. Transferor and Parent represent and warrant to the Administrative Agent and to each of the Committed Purchasers that: (a) This Waiver has been duly authorized, executed and delivered by it and constitutes a legal, valid and binding obligation of the Transferor and the Parent, enforceable against the Transferor and the Parent in accordance with its terms. (b) After giving effect to this Waiver, the representations and warranties set forth in Article III of the Receivables Transfer Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date. (c) After giving effect to this Waiver, no Termination Event has occurred and is continuing. (d) The Parent's press release dated as of March 29, 2004, attached hereto as Annex A (such matters that are described therein collectively and all matters reasonably related thereto are referred to herein as the "Internal Evaluation") states all material facts, and does not omit to state any material facts, necessary to make the statements concerning the Internal Evaluation misleading in any material respect, in light of the circumstances in which they were made, as of the date hereof. SECTION 3. Waiver of CDC's Obligations. (a) The Collection Agent, the Guarantor and the Transferor hereby waive any obligation of Eiffel as CP Conduit Purchaser and CDC as Committed Purchaser to fund any Incremental Transfer pursuant to Section 2.01 or Section 2.02(a) of the Receivables Transfer Agreement until the later of: (i) the date of the Transferor's compliance with the requirements of Sections 5.01(a)(i), (ii) and (iii) and Section 6.02(c) of the Receivables Transfer Agreement before the end of the Covered Period, in form and substance reasonably satisfactory to Chase and CDC; and (ii) the date of the completion of Chase's audit in scope and substance equivalent to that described in Section 6.02(c) of the Receivables Transfer Agreement, in form and substance reasonably satisfactory to Chase and CDC. Chase does not assume any portion of CDC's obligation to fund any Incremental Transfer. (b) As between Chase and PARCO on one hand (the "Chase Group") and CDC and Eiffel on the other hand ( the "CDC Group"), if the Transferor complies with the requirements of Section 5.01(a)(i), (ii) and (iii) and Section 6.02(c) of the Receivables Transfer Agreement, in form and substance reasonably satisfactory to Chase and CDC, during the Covered Period, CDC will on the second Business Day thereafter (the "Settlement Date"), acquire at par from the Chase Group the portion of the Net Investment on the Settlement Date equal to the following amount: the Net Eiffel's CP Conduit Funding Investment as Limit as of the Settlement the CDC Group's ( of the x Date (without giving effect ) - Transferred Interest Settlement to the waiver referred to in as of the Settlement Date this Section) Date ----------------------------- the Facility Limit as of the Settlement Date (without giving effect to the waiver referred to in this Section) The Chase Group and the CDC Group agree to cooperate to effect the acquisition of such amount pursuant to conventional market terms and procedures. Until such acquisition, (x) the last sentence of Section 2.13(b) of the Receivables Transfer Agreement shall be disregarded and (y) all Collections received by the Administrative Agent for distribution to the CP Conduit Purchasers or Committed Purchasers shall be distributed to such CP Conduit Purchasers or Committed Purchasers on a pro rata basis. SECTION 4. Waiver Fee. In consideration of the agreements of the Administrative Agent and the Required Committed Purchasers contained in this Waiver, the Transferor and the Parent agree to pay to the Administrative Agent, for the account of each Committed Purchaser that delivers an executed counterpart of this Waiver prior to 5:00 p.m., New York City time, on April 1, 2004, a waiver fee (the "Waiver Fee") equal to 0.10% of the aggregate amount of the Aggregate Commitment attributable to such Committed Purchasers. The Administrative Agent shall distribute the Waiver Fee to each Committed Purchaser that delivers an executed counterpart of this Waiver based on such Committed Purchaser's pro rata share of the Aggregate Commitment. SECTION 5. Conditions to Effectiveness. This Waiver shall become effective as of April 1, 2004, when (a) the Administrative Agent shall have received (i) counterparts of this Waiver that, when taken together, bear the signatures of the Administrative Agent, the Transferor, the Parent and the Required Committed Purchasers and (ii) the Waiver Fee, (b) the representations and warranties set forth in Section 2 hereof are true and correct (as set forth on an officer's certificate delivered to the Administrative Agent) and (c) all fees and expenses required to be paid or reimbursed by the Transferor or the Parent pursuant hereto or to the Receivables Transfer Agreement or otherwise, including all invoiced fees and expenses of counsel to the Administrative Agent shall have been paid or reimbursed, as applicable. SECTION 6. Receivables Transfer Agreement. Except as specifically waived hereby, the Receivables Transfer Agreement shall continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. Without limiting the generality of the foregoing, the waivers and agreement contemplated under Section 1(a), (b) and (c) above shall not affect the obligations of the Transferor or the Parent to deliver other certificates required by the Receivables Transfer Agreement except as specifically set forth in Section 1(a), (b) or (c). SECTION 7. APPLICABLE LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTION 8. Counterparts. This Waiver may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement. Delivery of an executed signature page to this Waiver by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Waiver. SECTION 9. Expenses. The Transferor and the Parent agree to reimburse the Administrative Agent, the CP Conduit Purchasers and the Committed Purchasers for their out-of-pocket expenses in connection with this Waiver, including the fees, charges and disbursements of Cravath, Swaine & Moore LLP, counsel for the Administrative Agent, and Willkie Farr & Gallagher LLP, counsel for CDC. SECTION 10. Headings. The headings of this Waiver are for purposes of reference only and shall not limit or otherwise affect the meaning hereof. EX-99.1 5 file004.txt PRESS RELEASE FOR IMMEDIATE RELEASE Media Contacts: Myra Moreland 734 207-6762 METALDYNE ANNOUNCES RECEIPT OF WAIVERS UNDER SENIOR CREDIT AND RECEIVABLES FACILTIES Plymouth, Michigan (April 2, 2004) -- Metaldyne Corporation (the "Company") announced that it has received waivers from the required lenders under its senior secured credit facilities and from the required parties under its accounts receivable securitization facility with respect to certain provisions requiring the Company to deliver financial statements and certain related matters. The Company is also obligated to provide financial statements under other debt agreements and under certain of its operating lease agreements within prescribed periods. As previously announced, the Company is delayed in filing an Annual Report on Form 10-K containing audited financial statements for its 2003 fiscal year ended December 28, 2003 due to an independent inquiry into certain accounting allegations. In general, the waivers under the senior credit and accounts receivable securitization facilities waive the delivery of financial statements for a period of time ending on the earlier of June 1, 2004 or the occurence of certain adverse events, including a delivery of a notice of default under certain other agreements. During the waiver period, the Company expects to have access to its revolving credit facility and to its accounts receivable securitization, as typically required, subject to compliance with covenants and other applicable limitations. Copies of these waivers will be filed with the Securities and Exchange Commission as Exhibits to a Form 8-K. In addition, the Company has obtained waivers under its relevant sale-leaseback documents that are generally no less favorable to the Company than the waivers received from the Company's senior lenders. In the event that certain waivers expire or are not obtained or notices of default are delivered in respect of the Company's debt securities, the Company could be materially and adversely affected and lose access to its revolving credit and accounts receivable securitization facilities. There can be no assurance that the matters delaying completion of any audit will be resolved prior to the expiration of any waivers. About Metaldyne Metaldyne is a leading global designer and supplier of metal-based components, assemblies and modules for the automotive industry. Through its Chassis, Driveline and Engine groups, the Company supplies a wide range of products for powertrain and chassis applications for engines, transmission/transfer cases, wheel-ends and suspension systems, axles and driveline systems. Metaldyne is also a globally recognized leader in noise and vibration control products. Forward-Looking Statements This news release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from anticipated results because of certain risks and uncertainties, including but not limited to the outcome and length of the pending inquiry into certain accounting matters, general economic conditions in the markets in which the Company operates, declines in North American automobile and light truck builds, reductions in outsourcing by the Company's automotive customers, the Company's dependence on automotive industry and industry cyclicality; customer concentration; increases in the Company's raw material and energy costs, labor costs and strikes at our major direct and indirect customers and at the Company's facilities, dependence on significant automotive customers, the level of competition in the automotive supply industry and pricing pressures from the Company's customers, technological developments that could competitively disadvantage the Company, risks associated with conducting business in foreign countries, dependence on key personnel and relationships, and the Company's high leverage and ability to service its debt, and the impact of any defaults under its material agreements and debt instruments. -2- -----END PRIVACY-ENHANCED MESSAGE-----