Exhibit 10.1


    
      
        

      



    
      

      

    

    


     

    CREDIT
      AGREEMENT

     

    DATED
      AS
      OF DECEMBER 20, 2005

     

    


     

    by
      and
      among


     

    METALDYNE
      COMPANY LLC,

    as
      Parent
      Borrower


     

    and

     

    METALDYNE
      CORPORATION,

    as
      Holdings


     

    and


     

    CREDIT
      SUISSE,

    as
      Administrative Agent and Lender


     

    and


     

    THE
      OTHER
      LENDERS PARTY HERETO,

    as
      Lenders


     

    and


     

    CAPITALSOURCE
      FINANCE LLC,

    as
      Syndication Agent

     

     

    


     

    


    
      

      

    




    TABLE
      OF CONTENTS

    Page

     

     

     

    

      
        	
                 

                ARTICLE
                  I.  DEFINITIONS,
                  SCHEDULES & EXHIBITS

              
	
                 

                ARTICLE
                  II.  THE
                  CREDITS

              
	
                SECTION
                  2.01

              	
                Commitments

              	
                10

              
	
                SECTION
                  2.02

              	
                Loans
                  and Borrowings

              	
                10

              
	
                SECTION
                  2.03

              	
                Requests
                  for Borrowings

              	
                10

              
	
                SECTION
                  2.04

              	
                Funding
                  of Borrowings

              	
                11

              
	
                SECTION
                  2.05

              	
                Interest
                  Elections

              	
                11

              
	
                SECTION
                  2.06

              	
                Termination
                  and Reduction of Commitments

              	
                12

              
	
                SECTION
                  2.07

              	
                Repayment
                  of Loans; Evidence of Debt

              	
                12

              
	
                SECTION
                  2.08

              	
                Prepayment
                  of Loans

              	
                13

              
	
                SECTION
                  2.09

              	
                Fees

              	
                14

              
	
                SECTION
                  2.10

              	
                Interest

              	
                14

              
	
                SECTION
                  2.11

              	
                Alternative
                  Rate of Interest

              	
                15

              
	
                SECTION
                  2.12

              	
                Increased
                  Costs

              	
                15

              
	
                SECTION
                  2.13

              	
                Break
                  Funding Payments

              	
                16

              
	
                SECTION
                  2.14

              	
                Taxes
                  17

              	
                 

              
	
                SECTION
                  2.15

              	
                Payments
                  Generally; Pro Rata Treatment; Sharing of Setoffs

              	
                18

              
	
                SECTION
                  2.16

              	
                Mitigation
                  Obligations; Replacement of Lenders

              	
                19

              
	
                 

                ARTICLE
                  III.   REPRESENTATIONS
                  AND WARRANTIES

              
	
                SECTION
                  3.01

              	
                Incorporation
                  by Reference

              	
                20

              
	
                SECTION
                  3.02

              	
                Organization;
                  Powers

              	
                20

              
	
                SECTION
                  3.03

              	
                Authorization;
                  Enforceability

              	
                20

              
	
                SECTION
                  3.04

              	
                Governmental
                  Approvals; No Conflicts

              	
                20

              
	
                SECTION
                  3.05

              	
                Properties

              	
                21

              
	
                SECTION
                  3.06

              	
                Taxes

              	
                21

              
	
                SECTION
                  3.07

              	
                Disclosure

              	
                21

              
	
                SECTION
                  3.08

              	
                Insurance

              	
                21

              
	
                SECTION
                  3.09

              	
                Solvency

              	
                21

              
	
                SECTION
                  3.10

              	
                Senior
                  Indebtedness

              	
                21

              
	
                SECTION
                  3.11

              	
                Security
                  Documents

              	
                21

              
	
                SECTION
                  3.12

              	
                Anti-Terrorism
                  Law

              	
                22

              


      

      
        	
                SECTION
                  3.13

              	
                Non-Guarantor
                  Subsidiaries

              	
                22

              
	
                SECTION
                  3.14

              	
                Accura
                  Tool & Mold, Inc.

              	
                22

              
	
                 

                ARTICLE
                  IV.   CONDITIONS

                 

              
	
                SECTION
                  4.01

              	
                Effective
                  Date

              	
                23

              
	
                SECTION
                  4.02

              	
                Each
                  Draw Date

              	
                24

              
	
                 

                ARTICLE
                  V.  AFFIRMATIVE
                  COVENANTS

              
	
                SECTION
                  5.01

              	
                Financial
                  Statements and Other Information

              	
                24

              
	
                SECTION
                  5.02

              	
                Notices
                  of Material Events

              	
                24

              
	
                SECTION
                  5.03

              	
                Information
                  Regarding Collateral

              	
                25

              
	
                SECTION
                  5.04

              	
                Existence;
                  Conduct of Business

              	
                25

              
	
                SECTION
                  5.05

              	
                Payment
                  of Obligations

              	
                26

              
	
                SECTION
                  5.06

              	
                Maintenance
                  of Properties

              	
                26

              
	
                SECTION
                  5.07

              	
                Casualty
                  and Condemnation

              	
                26

              
	
                SECTION
                  5.08

              	
                Use
                  of Proceeds

              	
                26

              
	
                SECTION
                  5.09

              	
                Insurance

              	
                26

              
	
                SECTION
                  5.10

              	
                Books
                  and Records; Inspection and Audit Rights

              	
                27

              
	
                SECTION
                  5.11

              	
                Compliance
                  with Laws

              	
                27

              
	
                SECTION
                  5.12

              	
                Landlords’
                  Waiver and Consent

              	
                27

              
	
                SECTION
                  5.13

              	
                Non-Guarantor
                  Subsidiaries

              	
                27

              
	
                SECTION
                  5.14

              	
                Further
                  Assurances

              	
                27

              
	
                 

                ARTICLE
                  VI.   NEGATIVE
                  COVENANTS

              
	
                SECTION
                  6.01

              	
                Incorporation
                  by Reference

              	
                28

              
	
                SECTION
                  6.02

              	
                Liens

              	
                28

              
	
                SECTION
                  6.03

              	
                Asset
                  Sales

              	
                28

              
	
                SECTION
                  6.04

              	
                Sale
                  and Leaseback Transactions

              	
                29

              
	
                SECTION
                  6.05

              	
                Transfer
                  of Equipment and Machinery

              	
                29

              
	
                SECTION
                  6.06

              	
                X-22
                  Platform Products

              	
                29

              
	
                SECTION
                  6.07

              	
                Changes
                  to Material Contracts

              	
                29

              


      

      
        	
                SECTION
                  6.08

              	
                Accura

              	
                29

              
	
                 

                ARTICLE
                  VII.  EVENTS
                  OF DEFAULT

              
	
                 

                ARTICLE
                  VIII.  THE
                  ADMINISTRATIVE AGENT

              
	
                 

                ARTICLE
                  IX.  MISCELLANEOUS

              
	
                SECTION
                  9.01

              	
                Notices

              	
                34

              
	
                SECTION
                  9.02

              	
                Waivers;
                  Amendments

              	
                34

              
	
                SECTION
                  9.03

              	
                Expenses;
                  Indemnity; Damage Waiver

              	
                35

              
	
                SECTION
                  9.04

              	
                Successors
                  and Assigns

              	
                36

              
	
                SECTION
                  9.05

              	
                Survival

              	
                38

              
	
                SECTION
                  9.06

              	
                Counterparts;
                  Integration; Effectiveness

              	
                38

              
	
                SECTION
                  9.07

              	
                Severability

              	
                38

              
	
                SECTION
                  9.08

              	
                Right
                  of Setoff

              	
                38

              
	
                SECTION
                  9.09

              	
                Governing
                  Law; Jurisdiction; Consent to Service of Process

              	
                39

              
	
                SECTION
                  9.10

              	
                WAIVER
                  OF JURY TRIAL

              	
                39

              
	
                SECTION
                  9.11

              	
                Headings

              	
                39

              
	
                SECTION
                  9.12

              	
                Confidentiality

              	
                39

              
	
                SECTION
                  9.13

              	
                Interest
                  Rate Limitation

              	
                40

              
	
                SECTION
                  9.14

              	
                Senior
                  Secured Credit Agreement

              	
                40

              


      



    
      

          
          


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    





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

     

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

     

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

     

    ARTICLE
      I. 
DEFINITIONS,
      SCHEDULES & EXHIBITS

     

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

     

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

     

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

     

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

     

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

     

    “Alternate
      Base Rate”
means,
      for any day, a rate per annum equal to the greatest of (a) the Prime Rate in
      effect on such day and (b) the Federal Funds Effective Rate in effect on such
      day plus 1⁄2 of 1%. Any change in the Alternate Base Rate due to a change in the
      Prime Rate or the Federal Funds Effective Rate shall be effective from and
      including the effective date of such change in the Prime Rate or the Federal
      Funds Effective Rate, respectively.

     

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

     

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

     

     

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

     

    “Board”
means
      the Board of Governors of the Federal Reserve System of the United States of
      America.

     

    “Borrowing”
means
      Loans made on the same Draw Date.

     

    “Borrowing
      Request”
means
      a
      request by the Parent Borrower for a Borrowing in accordance with Section
      2.03.

     

    “Business
      Day”
means
      any day that is not a Saturday, Sunday or other day on which commercial banks
      in
      New York City are authorized or required by law to remain closed; provided
      that
      when used in connection with any Eurocurrency Loan the term “Business Day” shall
      also exclude any day on which banks are not open for dealings in dollar deposits
      in the London interbank market.

     

    “CLO”
means,
      with respect to any Lender, any entity (whether a corporation, partnership,
      trust or otherwise) that is engaged in making, purchasing, holding or otherwise
      investing in bank loans and similar extensions of credit in the ordinary course
      of its business and is administered or managed by such Lender or an Affiliate
      of
      such Lender.

     

    “Collateral”
means
      any and all “Collateral,” as defined in any applicable Security
      Document.

     

    “Collateral
      and Guarantee Requirement”
means
      the requirement that:

     

    (a) the
      Administrative Agent shall have received from each party thereto (other than
      the
      Administrative Agent) either (i) a counterpart of (A) the Guarantee Agreement,
      (B) the Indemnity, Subrogation and Contribution Agreement and (C) the Security
      Agreement, in each case duly executed and delivered on behalf of such Loan
      Party
      or (ii) in the case of any Person that becomes a Loan Party after the Effective
      Date, a supplement to each of the Guarantee Agreement, the Indemnity,
      Subrogation and Contribution Agreement and the Security Agreement, in each
      case
      in the form specified therein, duly executed and delivered on behalf of such
      Loan Party;

     

    (b) all
      documents and instruments, including Uniform Commercial Code financing
      statements, required by law or reasonably requested by the Administrative Agent
      to be filed, registered or recorded to create the Liens intended to be created
      by the Security Agreement and perfect such Liens to the extent required by,
      and
      with the priority required by, the Security Agreement shall have been filed,
      registered or recorded or delivered to the Administrative Agent for filing,
      registration or recording; and

     

    (c) each
      Loan
      Party shall have obtained all consents and approvals required to be obtained
      by
      it in connection with the execution and delivery of all Security Documents
      to
      which it is a party, the performance of its obligations thereunder and the
      granting by it of the Liens thereunder.

     

    “Commitment”
means,
      with respect to each Lender, the commitment, if any, of such Lender to make
      Loans hereunder on any Draw Date, expressed as an amount representing the
      maximum principal amount of the Loan to be made by such Lender hereunder, as
      such commitment may be (a) reduced from

     

     -2-

     

    time
      to
      time pursuant to Section 2.06 and (b) reduced or increased from time to time
      pursuant to assignments by such Lender pursuant to Section 9.04. The initial
      amount of each Lender’s Commitment is set forth on Schedule
      1.01,
      or in
      the Assignment and Acceptance pursuant to which such Lender shall have assumed
      its Commitment, as applicable. The aggregate amount of the Lenders’ Commitment
      shall not exceed $20,000,000.

     

    “Control”
means
      the possession, directly or indirectly, of the power to direct or cause the
      direction of the management or policies of a Person, whether through the ability
      to exercise voting power, by contract or otherwise. “Controlling”
and
      “Controlled”
have
      meanings correlative thereto.

     

    “Cost”
means,
      with respect to any piece of Equipment and Machinery, the invoiced amount for
      such piece of Equipment and Machinery which (i) a Loan Party has paid in cash
      and (ii) no Loan has previously been made, minus
      any
      amounts paid on or before June 23, 2005 in cash to reduce the amount owed
      on such invoice; provided
      that the
      Cost shall not include any installation costs, engineering costs and/or similar
      amounts incurred with the purchase and installation of such Equipment and
      Machinery.

     

    “Default”
means
      any event or condition which constitutes an Event of Default or which upon
      notice, lapse of time or both would, unless cured or waived, become an Event
      of
      Default.

     

    “Dollar,”
      “Dollars”
and
      the
      symbol “$”
each
      means lawful money of the United States of America.

     

    “Draw
      Date”
has
      the
      meaning provided in Section 2.01(a).

     

    “Effective
      Date”
means
      the date on which the conditions specified in Section 4.01 hereof are satisfied
      (or waived in accordance with Section 9.02).

     

    “Eligible
      Contract”
means
      an agreement between any Eligible Loan Party and the manufacturer or vendor
      of
      any Equipment and Machinery relating to the purchase by such Eligible Loan
      Party
      of such Equipment and Machinery, but only insofar as the foregoing does not
      prohibit the assignment of such manufacturer’s and/or vendor’s warranty
      obligations contained in such agreement.

     

    “Eligible
      Loan Party”
means
      Parent Borrower, Metaldyne Light Metals Company, Inc., a Delaware corporation
      and Metaldyne Machining and Assembly Company, Inc., a Michigan
      corporation.

     

    “Eligible
      Location”
means
      each of the locations set for on Schedule
      2
      hereto
      or such other locations as Administrative Agent may agree to in
      writing.

     

    “Equipment
      and Machinery”
means
      that certain equipment and machinery listed on Schedule
      5.08
      hereto
      which is (i) used in the daily operations and in the ordinary course of business
      of an Eligible Loan Party, (ii) located at an Eligible Location, and (iii)
      either (A) acquired by a Loan Party within one hundred eighty (180) days prior
      to the Effective Date or (B) is purchased by an Eligible Loan Party on a Draw
      Date with the proceeds of a Borrowing.

     

    “Eurocurrency,”
when
      used in reference to any Loan or Borrowing, refers to whether such Loan, or
      the
      Loans comprising such Borrowing, are bearing interest at a rate determined
      by
      reference to the Adjusted LIBO Rate.

     

    “Event
      of Default”
has
      the
      meaning assigned to such term in Article VII.

     

    -3-

     

    “Excluded
      Taxes”
means,
      with respect to the Administrative Agent, any Lender, or any other recipient
      of
      any payment to be made by or on account of any obligation of the Parent
      Borrower, (a) income or franchise taxes imposed on (or measured by) its net
      income by the United States of America, or by the jurisdiction under the laws
      of
      which such recipient is organized or in which its principal office is located
      or, in the case of any Lender, in which its applicable lending office is
      located, (b) any branch profits Taxes imposed by the United States of America
      or
      any similar Tax imposed by any other jurisdiction described in clause (a) above
      and (c) in the case of a Foreign Lender (other than an assignee pursuant to
      a
      request by the Parent Borrower under Section 2.16(b)), (i) any United States
      withholding Tax that is in effect and would apply to amounts payable to such
      Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
      (or designates a new lending office), except to the extent that such Foreign
      Lender (or its assignor, if any) was entitled, at the time of designation of
      a
      new lending office (or assignment), to receive additional amounts from the
      Parent Borrower with respect to any United States withholding Tax pursuant
      to
      Section 2.14(a) and (ii) any withholding Tax that is attributable to such
      Foreign Lenders’ failure to comply with Section 2.14(e).

     

    “Federal
      Funds Effective Rate”
means,
      for any day, the weighted average of the rates on overnight Federal funds
      transactions with members of the Federal Reserve System arranged by Federal
      funds brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for any day
      that
      is a Business Day, the average of the quotations for such day for such
      transactions received by the Administrative Agent from three Federal funds
      brokers of recognized standing selected by it.

     

    “Ford
      PPAP”
means
      the documentation relating to the pre-production approval process conducted
      by
      Ford Motor Company on the Equipment and Machinery to confirm that such Equipment
      and Machinery produces X-22 Platform Products at proper specifications and
      at
      the proper rate.

     

    “Foreign
      Subsidiary”
means
      any Subsidiary that is organized under the laws of a jurisdiction other than
      the
      United States of America or any State thereof or the District of
      Columbia.

     

    “General
      Intangibles”
has
      the
      meaning assigned to such term in the Security Agreement.

     

    “GM
      PPAP”
means
      the documentation relating to the pre-production approval process conducted
      by
      General Motors on the Equipment and Machinery to confirm that such Equipment
      and
      Machinery produces X-22 Platform Products at proper specifications and at the
      proper rate.

     

    “Governmental
      Authority”
means
      the government of the United States of America, any other nation or any
      political subdivision thereof, whether state or local, and any agency,
      authority, instrumentality, regulatory body, court, central bank or other entity
      exercising executive, legislative, judicial, taxing, regulatory or
      administrative powers or functions of or pertaining to government.

     

    “Guarantee
      Agreement”
means
      the Guarantee Agreement, substantially in the form of Exhibit B
      hereto
      made by the Parent Borrower and the Subsidiary Loan Parties party thereto in
      favor of the Administrative Agent for the benefit of the Secured Parties and
      any
      other guarantee executed by any guarantor thereto in favor of Administrative
      Agent and Lenders in respect of the Obligations.

     

    “Indemnified
      Taxes”
means
      any Taxes other than Excluded Taxes.

     

    “Indemnity,
      Subrogation and Contribution Agreement”
means
      the
      Indemnity, Subrogation and Contribution Agreement, substantially in the form
      of
Exhibit C
      hereto,
      among Holdings, the Parent Borrower, the Subsidiary Loan Parties party thereto
      and the Administrative Agent.

     

    -4-

     

    “Interest
      Election Request”
means
      a
      request by the Parent Borrower to convert or continue a Borrowing in accordance
      with Section 2.05.

     

    “Interest
      Payment Date”
means
      (a) with respect to any ABR Loan, the last Business Day of each March, June,
      September and December and (b) with respect to each Eurocurrency Loan, the
      last
      day of the Interest Period applicable to the Borrowing of which such Loan is
      a
      part and, in the case of a Eurocurrency Borrowing with an Interest Period of
      more than three months’ duration, each day prior to the last day of such
      Interest Period that occurs in intervals of three months’ duration after the
      first day of such Interest Period.

     

    “Interest
      Period”
means,
      with respect to any Eurocurrency Borrowing, the period commencing on the date
      of
      such Borrowing and ending on the numerically corresponding day in the calendar
      month that is one, two, three or six months thereafter (or nine or twelve months
      thereafter if, at the time of the relevant Borrowing, all Lenders participating
      therein agree to make an interest period of such duration available), as the
      Parent Borrower may elect; provided
      that (a)
      if any Interest Period would end on a day other than a Business Day, such
      Interest Period shall be extended to the next succeeding Business Day unless
      such next succeeding Business Day would fall in the next calendar month, in
      which case such Interest Period shall end on the next preceding Business Day
      and
      (b) any Interest Period that commences on the last Business Day of a calendar
      month (or on a day for which there is no numerically corresponding day in the
      last calendar month of such Interest Period) shall end on the last Business
      Day
      of the last calendar month of such Interest Period. For purposes hereof, the
      date of a Borrowing initially shall be the date on which such Borrowing is
      made
      and thereafter shall be the effective date of the most recent conversion or
      continuation of such Borrowing.

     

    “Lender”
means
      the Persons listed on Schedule
      1.01
      and any
      other Person that shall have become a party hereto pursuant to an Assignment
      and
      Acceptance, other than any such Person that ceases to become a party hereto
      pursuant to an Assignment and Acceptance.

     

    “LIBO
      Rate”
means,
      with respect to any Eurocurrency Borrowing for any Interest Period, the rate
      per
      annum determined by the Administrative Agent at approximately 11:00 a.m. (London
      time) on the date that is two Business Days prior to the beginning of the
      relevant Interest Period by reference to the British Bankers’ Association
      Interest Settlement Rates for deposits in Dollars (as set forth by the Bloomberg
      Information Service or any successor thereto or any other service selected
      by
      the Administrative Agent which has been nominated by the British Bankers’
Association as an authorized information vendor for the purpose of displaying
      such rates) for a period equal to such Interest Period; provided
      that, to
      the extent that an interest rate is not ascertainable pursuant to the foregoing
      provisions of this definition, the “LIBO” shall be the interest rate per annum
      determined by the Administrative Agent to be the average of the rates per annum
      at which deposits in Dollars are offered for such relevant Interest Period
      to
      major banks in the London interbank market in London, England by the
      Administrative Agent at approximately 11:00 a.m. (London time) on the date
      that
      is two Business Days prior to the beginning of such Interest
      Period.

     

    “Loan”
means
      the loans made by the Lenders to the Parent Borrower pursuant to this
      Agreement.

     

    “Loan
      Document”
means
      this Agreement and the Security Documents.

     

    “Loan
      Parties”
means
      the Parent Borrower and the other Subsidiary Loan Parties.

     

    “Material
      Adverse Effect”
means
      a
      material adverse effect on (a) the business, operations, properties, assets,
      financial condition, contingent or otherwise, or material agreements of
      Holdings, the Parent Borrower and the Subsidiaries (including the Receivables
      Subsidiary), taken as a whole, (b) the ability of

     

    -5-

     

    any
      Loan
      Party in any material respect to perform any of its obligations under any Loan
      Document or (c) the rights of or benefits available to the Lenders under any
      Loan Document.

     

    “Material
      Contract”
shall
      mean each of the agreements scheduled as a “Material Contract” on the
      certificate required to be delivered pursuant to Section 4.01(c)
      hereof.

     

    “Material
      Indebtedness”
means
      (a) Indebtedness in respect of the loans and letters of credit outstanding
      under
      the Senior Secured Credit Agreement, Existing Subordinated Notes, the Permitted
      Subordinated Notes and the Permitted Senior Notes, (b) obligations in respect
      of
      the Permitted Receivables Financing and (c) any other Indebtedness (other than
      the Loans), or obligations in respect of one or more Hedging Agreements, of
      any
      one or more of the Parent Borrower and its Subsidiaries evidencing an aggregate
      outstanding principal amount exceeding $15,000,000. For purposes of determining
      Material Indebtedness, the “principal amount” of the obligations of the Parent
      Borrower or any Subsidiary in respect of any Hedging Agreement at any time
      shall
      be the maximum aggregate amount (giving effect to any netting agreements) that
      the Parent Borrower or such Subsidiary would be required to pay if such Hedging
      Agreement were terminated at such time.

     

    “Maturity
      Date”
means
      December 31, 2009.

     

    “Net
      Proceeds”
means,
      the cash proceeds received in respect of an event including (i) any cash
      received in respect of any noncash proceeds, but only as and when received,
      (ii)
      in the case of a casualty, insurance proceeds, (iii) in the case of a
      condemnation or similar event, condemnation awards and similar payments and
      (iv)
      in the case of any sale, transfer or other disposition of any Collateral, the
      cash proceeds received in respect of such sale, transfer or disposition net
      of
      the costs of such sale, transfer or disposition (including taxes attributable
      thereto and any commissions and other customary transaction fees, costs and
      expenses), other than any costs payable to any Affiliate or any Subsidiary
      Loan
      Party.

     

    “Non-Guarantor
      Subsidiaries”
shall
      mean each of Metaldyne Driveline Co., LLC, Metaldyne Engine Co., LLC, MRFC,
      Inc.
      and MTSP. Inc.

     

    “Obligations”
has
      the
      meaning assigned to such term in the Security Agreement.

     

    
      “Person”
means
        any natural person, corporation, limited liability company, trust, joint
        venture, association, company, partnership, Governmental Authority or other
        entity.

    

     

    “Perfection
      Certificate”
means
      a
      certificate in the form of Annex I to the Security Agreement or any other form
      approved by the Administrative Agent.

     

    “Permitted
      Encumbrances”
      means:

     

    (a) Liens
      imposed by law for taxes that are not yet due or are being contested in
      compliance with Section 5.05 of the Senior Secured Credit
      Agreement;

     

    (b) carriers’,
      warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens
      imposed by law, arising in the ordinary course of business and securing
      obligations that are not overdue by more than 30 days or are being contested
      in
      compliance with Section 5.05 of the Senior Secured Credit
      Agreement;

     

    (c) pledges
      and deposits made in the ordinary course of business in compliance with workers’
compensation, unemployment insurance and other social security laws or
      regulations;

     

    -6-

     

    (d) deposits
      to secure the performance of bids, trade contracts, leases, statutory
      obligations, surety and appeal bonds, performance bonds and other obligations
      of
      a like nature, in each case in the ordinary course of business;

     

    (e) judgment
      Liens in respect of judgments that do not constitute an Event of Default under
      clause (k) of Article VII herein;

     

    (f) easements,
      zoning restrictions, rights-of-way and similar encumbrances on real property
      imposed by law or arising in the ordinary course of business that do not secure
      any monetary obligations and do not materially detract from the value of the
      affected property or interfere with the ordinary conduct of business of the
      Parent Borrower or any Subsidiary;

     

    (g) ground
      leases in respect of real property on which facilities owned or leased by the
      Parent Borrower or any of the Subsidiaries are located, other than any Mortgaged
      Property;

     

    (h) Liens
      in
      favor or customs and revenue authorities arising as a matter of law to secure
      payment of customs duties in connection with the importation of goods in the
      ordinary course of business;

     

    (i) Leases
      or
      subleases granted to other Persons and not interfering in any material respect
      with the business of Holdings, the Parent Borrower and the Subsidiaries, taken
      as a whole;

     

    (j) banker’s
      liens, rights of setoff or similar rights, in each case arising by operation
      of
      law; and

     

    (k) Liens
      in
      favor of a landlord on leasehold improvements in leased premises;

     

    provided
      that the
      term “Permitted Encumbrances” shall not include any Lien securing
      Indebtedness.

     

    “Prepayment
      Event”
means
      (a) any sale, transfer or other disposition of any Collateral (other than
      inventory constituting proceeds) 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 Collateral (other than inventory constituting
      proceeds).

     

    “Prime
      Rate”
means
      the rate of interest per annum as announced from time to time by Credit Suisse
      as its prime rate in effect at its principal office in New York City; each
      change in the Prime Rate shall be effective from and including the date such
      change is announced as being effective.

     

    “Proceeds”
has
      the
      meaning assigned to such term in the Security Agreement.

     

    “Related
      Lenders”
means,
      with respect to any Lender, such Lender’s Affiliates or an Approved
      Fund.

     

    “Related
      Parties”
means,
      with respect to any specified Person, such Person’s Affiliates and the
      respective directors, officers, employees, agents and advisors of such Person
      and such Person’s Affiliates.

     

    “Rent
      Reserve Date”
shall
      mean February 18, 2006.

     

    
      “Rent
        Reserves”
shall
        have the meaning assigned to such term in Section 5.12.

       

    

    “Required
      Lenders”
means,
      at any time, Lenders having Loans and unused Commitments representing more
      than
      50% of the sum of the total outstanding Loans and unused Commitments at such
      time.

     

    -7-

     

    “Security
      Agreement”
means
      the Security Agreement, substantially in the form of Exhibit D
      hereto
      among the Parent Borrower, each Subsidiary Loan Party party thereto and the
      Administrative Agent for the benefit of the Secured Parties.

     

    
      “Secured
        Parties”
has
        the
        meaning assigned to such term in the Security Agreement.

       

    

    “Security
      Documents”
means
      the Security Agreement, the Guarantee Agreement, the Indemnity, Subrogation
      and
      Contribution Agreement and each other security agreement or other instrument
      or
      document executed and delivered to secure any of the Obligations.

     

    “Senior
      Net Proceeds”
means,
      with respect to any event (a) the cash proceeds received in respect of such
      event including (i) any cash received in respect of any noncash proceeds, but
      only as and when received, (ii) in the case of a casualty, insurance proceeds
      in
      excess of $1,000,000, and (iii) in the case of a condemnation or similar event,
      condemnation awards and similar payments, net of (b) the sum of (i) all
      reasonable fees and out-of-pocket expenses and premiums paid by Holdings, the
      Parent Borrower and the Subsidiaries in connection with such event, (ii) in
      the
      case of a sale, transfer or other disposition of an asset (including pursuant
      to
      a sale and leaseback transaction or a casualty or a condemnation or similar
      proceeding) or the incurrence of Indebtedness, the amount of all payments
      required to be made by Holdings, the Parent Borrower and the Subsidiaries as
      a
      result of such event to repay Indebtedness (other than Loans) secured by such
      asset or otherwise subject to mandatory prepayment as a result of such event,
      and (iii) the amount of all Taxes paid (or reasonably estimated to be payable)
      by Holdings, the Parent Borrower and the Subsidiaries, and the amount of any
      reserves established by Holdings, the Parent Borrower and the Subsidiaries
      to
      fund contingent liabilities reasonably estimated to be payable, in each case
      during the 24-month period immediately following such event and that are
      directly attributable to such event (as determined reasonably and in good faith
      by the chief financial officer of Holdings or the Parent Borrower) to the extent
      such liabilities are actually paid within such applicable time periods.
      Notwithstanding anything to the contrary set forth above, (i) the proceeds
      of
      any sale, transfer or other disposition of receivables (or any interest therein)
      pursuant to any Permitted Receivables Financing shall not be deemed to
      constitute Senior Net Proceeds and (ii) the proceeds of any sale, transfer
      or
      other disposition of receivables (or any interest therein) pursuant to any
      European Factoring Arrangement shall constitute Senior Net Proceeds only to
      the
      extent such proceeds can be repatriated to the United States without adverse
      tax
      consequences to the Parent Borrower or any Subsidiary.

     

    “Senior
      Secured Credit Agreement”
shall
      mean that certain Credit Agreement dated as of November 28, 2000, as
      amended and restated as of June 20, 2002, as amended through the Effective
      Date, among Metaldyne Corporation, the Parent Borrower, the foreign subsidiary
      borrowers party thereto, the lenders party thereto and the agents party thereto
      as may be amended, restated, supplemented or otherwise modified from time to
      time.

     

    “Statutory
      Reserve Rate”
means
      a
      fraction (expressed as a decimal), the numerator of which is the number one
      and
      the denominator of which is the number one minus the aggregate of the maximum
      reserve percentages (including any marginal, special, emergency or supplemental
      reserves) expressed as a decimal established by the Board to which the
      Administrative Agent is subject with respect to the Adjusted LIBO Rate, for
      eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in
      Regulation D of the Board). Such reserve percentages shall include those imposed
      pursuant to such Regulation D. Eurocurrency Loans shall be deemed to constitute
      eurocurrency funding and to be subject to such reserve requirements without
      benefit of or credit for proration, exemptions or offsets that may be available
      from time to time to any Lender under any applicable law, rule or regulation.
      The Statutory Reserve Rate shall be adjusted automatically on and as of the
      effective date of any change in any reserve percentage.

     

    -8-

     

    “subsidiary”
means,
      with respect to any Person (the “parent”)
      at any
      date, any corporation, limited liability company, partnership, association
      or
      other entity the accounts of which would be consolidated with those of the
      parent in the parent’s consolidated financial statements if such financial
      statements were prepared in accordance with GAAP as of such date, as well as
      any
      other corporation, limited liability company, partnership, association or other
      entity (a) of which securities or other ownership interests representing more
      than 50% of the ordinary voting power or, in the case of a partnership, more
      than 50% of the general partnership interests are, as of such date, owned,
      controlled or held, or (b) that is, as of such date, otherwise Controlled,
      by
      the parent or one or more subsidiaries of the parent or by the parent and one
      or
      more subsidiaries of the parent.

     

    “Subsidiary”
means
      any subsidiary of the Parent Borrower. Unless expressly otherwise provided,
      the
      term “Subsidiary” shall not include Accura or any Non-Guarantor
      Subsidiaries.

     

    “Subsidiary
      Loan Party”
means
      any Subsidiary that is not a Foreign Subsidiary.

     

    “Supermajority
      Lenders”
means,
      at any time, Lenders having Loans and unused Commitments representing more
      than
      66 2/3% of the sum of the total outstanding Loans and unused Commitments at
      such
      time.

     

    “Taxes”
means
      any and all present or future taxes (of any nature whatsoever), levies, imposts,
      duties, deductions, charges or withholdings imposed by any Governmental
      Authority.

     

    “Tranche
      D Term Loans”
means
      the loans made pursuant to clause (i) of Section 2.01(a) of the Senior Secured
      Credit Agreement as in effect on the Effective Date.

     

    “Transactions”
means
      (a) the execution, delivery and performance by each Loan Party of the Loan
      Documents to which it is to be a party, the borrowing of Loans, the use of
      the
      proceeds thereof and (b) the other transactions contemplated
      hereby.

     

    “Type,”
when
      used in reference to any Loan or Borrowing, refers to whether the rate of
      interest on such Loan, or on the Loans comprising such Borrowing, is determined
      by reference to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “X-22
      Platform Products”
means
      those certain six speed fuel efficient front wheel drive transmission components
      (such components to include, but not limited to, the end cover assembly,
      differential assembly, valve bodies (upper and lower) and output hub assembly)
      produced by Parent Borrower and/or its Subsidiaries for sale to Ford Motor
      Company and General Motors.

     

    
      “X-22
        Equipment and Machinery”
means
        that certain Equipment and Machinery identified as “X-22 Equipment and
        Machinery” on Schedule
        5.08
        hereto.

       

    

    (a)  Each
      Schedule to the Senior Secured Credit Agreement is incorporated by reference
      herein as if a part hereof.

     

    (b)  In
      the
      event that the Senior Secured Credit Agreement and/or the Tranche D Term Loans
      cease to be outstanding at any time prior to the Maturity Date, each section
      and
      definition thereof that is incorporated by reference herein shall continue
      to be
      incorporated by reference herein as was in effect on the day before the Senior
      Secured Credit Agreement and/or Tranche D Term Loans ceased to be in effect
      or
      outstanding, as the case may be.

     

    -9-

     

     
      ARTICLE II.  THE
      CREDITS

     

    SECTION
      2.01  Commitments.

     

    Subject
      to the terms and conditions set forth herein, each Lender agrees to make Loans
      to the Parent Borrower on any Business Day on or after the Effective Date and
      on
      or before June 30, 2006 (any such date, a “Draw
      Date”)
      in the
      principal amount requested by the Parent Borrower, but not to exceed any such
      Lender’s individual Commitment at such time; provided
      that (i)
      the amount of any Borrowing shall not exceed an amount equal to (x) 80% (the
      “Advance
      Rate”)
      of the
      Cost of the Equipment and Machinery, minus (y) with respect to any Loans made
      after the Rent Reserve Date, the applicable Rent Reserves and (ii) the aggregate
      amount of the Loans made hereunder shall not exceed $20,000,000. Amounts
      borrowed hereunder and repaid may not be reborrowed.

     

    SECTION
      2.02  Loans
      and Borrowings.

     

    (a)  Each
      Loan
      shall be made by the Lenders ratably in accordance with their respective
      Commitments. The failure of any Lender to make any Loan required to be made
      by
      it shall not relieve any other Lender of its obligations hereunder; provided
      that the
      Commitments of the Lenders are several and no Lender shall be responsible for
      any other Lender’s failure to make Loans as required.

     

    (b)  Subject
      to Section 2.11, each Borrowing shall be comprised entirely of ABR Loans or
      Eurocurrency Loans as the Parent Borrower may request in accordance herewith.
      Each Lender at its option may make any Eurocurrency Loan by causing any domestic
      or foreign branch or Affiliate of such Lender to make such Loan; provided
      that any
      exercise of such option shall not effect the obligations of any Borrower to
      repay such Loan in accordance with the terms of this Agreement.

     

    (c)  At
      the
      commencement of each Interest Period for any Eurocurrency Borrowing or ABR
      Borrowing, such Borrowing shall be in an aggregate amount that is an integral
      multiple of $250,000 and not less than $1,000,000.

     

    (d)  Notwithstanding
      any other provision of this Agreement, the Parent Borrower shall not be entitled
      to request, or to elect to convert or continue, any Borrowing if the Interest
      Period requested with respect thereto would end after the Maturity
      Date.

     

    SECTION
      2.03  Requests
      for Borrowings.

     

    To
      request a Borrowing, the Parent Borrower shall notify the Administrative Agent
      of such request by prior written or fax notice (or telephone notice promptly
      confirmed by written or fax notice) (a) in the case of a Eurocurrency Borrowing,
      not later than 12:00 noon, New York City time, three Business Days before the
      date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not
      later
      than 12:00 noon, New York City time, one Business Day before the date of the
      proposed Borrowing. Each such Borrowing Request shall be irrevocable and shall
      be in a form approved by the Administrative Agent and signed by the Parent
      Borrower. Each such Borrowing Request shall specify, in compliance with Section
      2.02, (i) the aggregate amount of such Borrowing; (ii) the date of such
      Borrowing, which shall be a Business Day; (iii) whether such Borrowing is to
      be
      an ABR Borrowing or a Eurocurrency Borrowing; (iv) in the case of a Eurocurrency
      Borrowing, the initial Interest Period to be applicable thereto, which shall
      be
      a period contemplated by the definition of the term “Interest Period”; (v) a
      description, in reasonable detail, of the Equipment and Machinery to be financed
      (which description shall include the name of the Eligible Loan Party to own
      such
      Equipment and Machinery, the Cost and the Eligible Location where the Equipment
      and Machinery are to be located); and (vi) the location and number of the
      account of the owner of the applicable Equipment and Machinery to which funds
      are to be disbursed, which shall be in compliance with Section 2.04. Promptly
      following receipt of a Borrowing Request in accordance with this Section 2.03,
      the Administrative Agent shall advise each Lender of the details thereof and
      of
      the amount of such Lender’s Loan to be made as part of the requested
      Borrowing.

     

    -10-

     

    SECTION
      2.04  Funding
      of Borrowings.

     

    (a)  Each
      Lender shall make each Loan to be made by it hereunder on the proposed date
      thereof by wire transfer of immediately available funds by 12:00 noon, New
      York
      City time, to an account of the Administrative Agent most recently designated
      by
      it for such purpose by notice to the Lenders. The Administrative Agent will
      make
      such Loans available to the applicable Eligible Loan Party who has purchased
      or
      is purchasing the Equipment and Machinery by promptly crediting the amounts
      so
      received, in like funds, to an account designated by the Parent Borrower in
      the
      applicable Borrowing Request.

     

    (b)  Unless
      the Administrative Agent shall have received notice from a Lender prior to
      the
      proposed date of any Borrowing that such Lender will not make available to
      the
      Administrative Agent such Lender’s share of such Borrowing, the Administrative
      Agent may assume that such Lender has made such share available on such date
      in
      accordance with paragraph (a) of this Section and may, in reliance upon such
      assumption, make available to the Parent Borrower a corresponding amount. In
      such event, if a Lender has not in fact made its share of the applicable
      Borrowing available to the Administrative Agent, then the applicable Lender
      and
      the Parent Borrower severally agree to pay to the Administrative Agent forthwith
      on demand such corresponding amount with interest thereon, for each day from
      and
      including the date such amount is made available to the Parent Borrower to
      but
      excluding the date of payment to the Administrative Agent, at (i) in the case
      of
      such Lender the Federal Funds Effective Rate or (ii) in the case of the Parent
      Borrower, the interest rate applicable to Loans. If such Lender pays such amount
      to the Administrative Agent, then such amount shall constitute such Lender’s
      Loan included in such Borrowing.

     

    SECTION
      2.05  Interest
      Elections.

     

    (a)  Each
      Borrowing initially shall be of the Type specified in the applicable Borrowing
      Request and, in the case of a Eurocurrency Borrowing, shall have an initial
      Interest Period as specified in such Borrowing Request. Thereafter, the Parent
      Borrower may elect to convert such Borrowing to a different Type or to continue
      such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest
      Periods therefor, all as provided in this Section. The Parent Borrower may
      elect
      different options with respect to different portions of the affected Borrowing,
      in which case each such portion shall be allocated ratably among the Lenders
      holding the Loans comprising such Borrowing, and the Loans comprising each
      such
      portion shall be considered a separate Borrowing.

     

    (b)  To
      make
      an election pursuant to this Section, the Parent Borrower shall notify the
      Administrative Agent of such election by written or fax notice (or telephone
      notice promptly confirmed by written or fax notice) by the time that a Borrowing
      Request would be required under Section 2.03 if the Parent Borrower were
      requesting a Borrowing of the Type resulting from such election to be made
      on
      the effective date of such election. Each such Interest Election Request shall
      be irrevocable and shall be made by hand delivery or fax to the Administrative
      Agent in a form approved by the Administrative Agent and signed by the Parent
      Borrower.

     

    (c)  Each
      Interest Election Request shall specify the following information in compliance
      with Section 2.02:

     

    (i)  the
      Borrowing to which such Interest Election Request applies and, if different
      options are being elected with respect to different portions thereof, the
      portions thereof to be allocated to each resulting Borrowing (in which case
      the
      information to be specified pursuant to clauses (iii) and (iv) below shall
      be
      specified for each resulting Borrowing);

     

    -11-

     

    (ii)  the
      effective date of the election made pursuant to such Interest Election Request,
      which shall be a Business Day;

     

    (iii)  whether
      the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;
      and

     

    (iv)  if
      the
      resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be
      applicable thereto after giving effect to such election, which shall be a period
      contemplated by the definition of the term “Interest Period.”

     

    If
      any
      such Interest Election Request requests a Eurocurrency Borrowing but does not
      specify an Interest Period, then the Parent shall be deemed to have selected
      an
      Interest Period of one month’s duration.

     

    (d)  Promptly
      following receipt of an Interest Election Request, the Administrative Agent
      shall advise each Lender of the details thereof and of such Lender’s portion of
      each resulting Borrowing.

     

    (e)  If
      an
      Interest Election Request with respect to a Eurocurrency Borrowing is not timely
      delivered prior to the end of the Interest Period applicable thereto, then,
      unless such Borrowing is repaid as provided herein, at the end of such Interest
      Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
      any contrary provision hereof, if an Event of Default has occurred and is
      continuing and the Administrative Agent, at the request of the Required Lenders,
      so notifies the Parent Borrower, then, so long as an Event of Default is
      continuing (i) no outstanding Borrowing may be converted to or continued as
      a
      Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing
      shall be converted to an ABR Borrowing at the end of the Interest Period
      applicable thereto.

     

    SECTION
      2.06  Termination
      and Reduction of Commitments.

     

    Unless
      previously terminated, the Commitments shall terminate at 5:00 p.m., New York
      City time, on the June 30, 2006. Commitments shall be automatically and
      permanently reduced upon the making of a Loan by the amount of such Loan. The
      Parent Borrower may at any time terminate, or from time to time reduce, the
      Commitments; provided
      that
      each reduction of the Commitments shall be in an amount that is an integral
      multiple of $100,000 and not less than $500,000. The Parent Borrower shall
      notify the Administrative Agent of any election to terminate or reduce the
      Commitments at least three Business Days prior to the effective date of such
      termination or reduction, specifying such election and the effective date
      thereof. Promptly following receipt of any notice, the Administrative Agent
      shall advise the Lenders of the contents thereof. Each notice delivered by
      the
      Parent Borrower pursuant to this Section shall be irrevocable. Any termination
      or reduction of the Commitments shall be permanent. Each reduction of the
      Commitments shall be made ratably among the Lenders in accordance with their
      respective Commitments.

     

    SECTION
      2.07  Repayment
      of Loans; Evidence of Debt.

     

    (a)  The
      Parent Borrower hereby unconditionally promises to pay without any right of
      rescission and without duplication whatsoever, including any deduction for
      any
      setoff or counterclaim, to the Administrative Agent for the account of each
      Lender the then unpaid principal amount of each Loan of such Lender as
      follows:

     

    (i)  to
      the
      extent not previously paid, all Loans shall be due and payable on the Maturity
      Date; and

     

    (ii)  each
      repayment of a Loan (or any portion thereof) shall be accompanied by accrued
      interest on the amount repaid.

     

    -12-

     

    (b)  Each
      Lender shall maintain in accordance with its usual practice an account or
      accounts evidencing the indebtedness of the Parent Borrower to such Lender
      resulting from each Loan made by such Lender, including the amounts of principal
      and interest payable and paid to such Lender from time to time
      hereunder.

     

    (c)  The
      Administrative Agent shall maintain accounts in which it shall record (i) the
      amount of each Loan made hereunder, (ii) the amount of any principal or interest
      due and payable or to become due and payable from the Parent Borrower to each
      Lender hereunder and (iii) the amount of any sum received by the Administrative
      Agent hereunder for the account of the Lenders and each Lender’s share thereof.
      The entries made in the accounts maintained pursuant to paragraph (b) or (c)
      of
      this Section shall be prima facie evidence of the existence and amounts of
      the
      obligations recorded therein; provided
      that the
      failure of any Lender or the Administrative Agent to maintain such accounts
      or
      any error therein shall not in any manner affect the obligation of the Parent
      Borrower to repay the Loans in accordance with the terms of this
      Agreement.

     

    (d)  Any
      Lender may request that Loans made by it be evidenced by a promissory note.
      In
      such event, the Parent Borrower shall prepare, execute and deliver to such
      Lender a promissory note payable to the order of such Lender (or, if requested
      by such Lender, to such Lender and its registered assigns) and in a form
      approved by the Administrative Agent. Thereafter, the Loans evidenced by such
      promissory note and interest thereon shall at all times (including after
      assignment pursuant to Section 9.04) be represented by one or more promissory
      notes in such form payable to the order of the payee named therein (or, if
      such
      promissory note is a registered note, to such payee and its registered
      assigns).

     

    SECTION
      2.08  Prepayment
      of Loans.

     

    (a)  The
      Parent Borrower shall have the right at any time and from time to time to prepay
      any Borrowing in whole or in part, subject to the requirements of this
      Section.

     

    (b)  In
      the
      event and on each occasion that any Net Proceeds are received by or on behalf
      of
      the Parent Borrower or any Subsidiary in respect of any Prepayment Event, the
      Parent Borrower shall, within three Business Days after such Net Proceeds are
      received, prepay the Loans in an aggregate amount equal to such Net
      Proceeds.

     

    (c)  In
      the
      event and on each occasion that any Senior Net Proceeds (other than amounts
      which constitute Net Proceeds) are received by or on behalf of Holdings, the
      Parent Borrower or any Subsidiary in respect of any Prepayment Event (as such
      term is defined in the Senior Secured Credit Agreement; other than TriMas
      Available Proceeds and TriMas Specified Proceeds), the Parent Borrower shall,
      within three Business Days after such Senior Net Proceeds are received, prepay
      the Loans in an aggregate amount equal to such Senior Net Proceeds; provided
      that, in
      the case of any event described in clause (a) of the definition of the term
      “Prepayment Event,” if Holdings or the Parent Borrower shall deliver, within
      such three Business Days, to the Administrative Agent a certificate of a
      Financial Officer to the effect that Holdings, the Parent Borrower and the
      Subsidiaries intend to apply the Senior Net Proceeds from such event (or a
      portion thereof specified in such certificate), within 365 days after receipt
      of
      such Senior Net Proceeds, to acquire real property, equipment or other tangible
      assets to be used in the business of the Parent Borrower and the Subsidiaries,
      and certifying that no Default has occurred and is continuing, then no
      prepayment shall be required pursuant to this paragraph in respect of the Senior
      Net Proceeds in respect of such event (or the portion of such Senior Net
      Proceeds specified in such certificate, if applicable) except to the extent
      of
      any such Senior Net Proceeds therefrom that have not been so applied by the
      end
      of such 365-day period, at which time a prepayment shall be required in an
      amount equal to such Senior Net Proceeds that have not been so
      applied.

     

    -13-

     

    (d)  In
      the
      event that Rent Reserves are imposed with respect to any Equipment and Machinery
      relating to any Loans made prior to the Rent Reserve Date, the Parent Borrower
      shall repay the Loans in an aggregate amount equal to such Rent
      Reserve.

     

    (e)  In
      the
      event that (i) any default or other event under any Material Contract shall
      have
      occurred and be continuing for a period of 60 days, the effect of which is
      to
      terminate such Material Contract or otherwise adversely affect any of the
      Eligible Loan Parties party thereto, or (ii) any party related thereto (other
      than an Loan Party) to any Material Contract seeks, voluntarily or
      involuntarily, liquidation, reorganization or other relief in respect of its
      debts, or of a substantial part of its assets, under any Federal, state or
      foreign bankruptcy, insolvency, receivership or similar law now or hereafter
      in
      effect, then the Parent Borrower shall prepay the Loans in an amount equal
      to
      the greater of (x) any amounts received by any Loan Party in connection with
      any
      such termination or adverse effect related to such Material Contract (including,
      but not limited to, as a settlement, payoff or damages related thereto) and
      (y)
      the outstanding amount of the Loans made hereunder based upon the Equipment
      and
      Machinery used in the production of the goods and products related to such
      Material Contract.

     

    (f)  In
      the
      event that an uninsured loss of Collateral shall occur involving, either singly
      or in the aggregate, an amount in excess of $1,500,000 the Parent Borrower
      shall
      prepay, within two (2) Business Days after such occurrence, the Loans in an
      amount equal to such uninsured loss.

     

    (g)  The
      Parent Borrower shall notify the Administrative Agent by written or fax notice
      (or telephone notice promptly confirmed by written or fax notice) of any
      prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing,
      not later than 12:00 noon, New York City time, three Business Days before the
      date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not
      later than 12:00 noon, New York City time, one Business Day before the date
      of
      prepayment. Each such notice shall be irrevocable and shall specify the
      prepayment date, the principal amount of Loans to be prepaid and, in the case
      of
      a mandatory prepayment, a reasonably detailed calculation of the amount of
      such
      prepayment. Promptly following receipt of any such notice, the Administrative
      Agent shall advise the Lenders of the contents thereof. Each prepayment of
      a
      Borrowing shall be applied ratably to the Loans included in the prepaid
      Borrowing. Prepayments shall be accompanied by accrued interest to the extent
      required by Section 2.10.

     

    SECTION
      2.09  Fees.

     

    (a)  The
      Parent Borrower agrees to pay to the Administrative Agent for the account of
      each Lender (or its designee) a commitment fee, which shall accrue at 7.50%
      per
      annum on the average daily unused amount of each Commitment of such Lender
      during the period from and including the Effective Date to but excluding the
      date on which such Commitment terminates. Accrued commitment fees shall be
      payable in arrears on March 31, 2006, June 30, 2006 and on the date on which
      the
      Commitments terminate. All commitment fees shall be computed on the basis of
      a
      year of 360 days and shall be payable for the actual number of days elapsed
      (including the first day but excluding the last day).

     

    (b)  The
      Parent Borrower (on behalf of itself) agrees to pay to the Administrative Agent,
      for its own account, fees payable in the amounts and at the times separately
      agreed upon between the Parent Borrower and the Administrative
      Agent.

     

    (c)  All
      fees
      payable hereunder shall be paid on the dates due, in immediately available
      funds, to the Administrative Agent for distribution, in the case of commitment
      fees, to the Lenders entitled thereto. Fees paid shall not be refundable under
      any circumstances.

     

    SECTION
      2.10  Interest.

     

    -14-

     

    (a)  The
      Loans
      comprising each ABR Borrowing shall bear interest at the Alternate Base Rate
      plus the Applicable Rate.

     

    (b)  The
      Loans
      comprising each Eurocurrency Borrowing shall bear interest at the Adjusted
      LIBO
      Rate for the Interest Period in effect for such Borrowing plus the Applicable
      Rate.

     

    (c)  Notwithstanding
      the foregoing, if any principal of or interest on any Loan or any fee or other
      amount payable by the Parent Borrower hereunder is not paid when due, whether
      at
      stated maturity, upon acceleration or otherwise, such overdue amount shall
      bear
      interest, after as well as before judgment, at a rate per annum equal to (i)
      in
      the case of overdue principal of any Loans, 2% plus the rate otherwise
      applicable to such Loan as provided in the preceding paragraphs of this Section
      or (ii) in the case of any other amounts, 2% plus the rate applicable to ABR
      Loans as provided in paragraph (a) of this Section.

     

    (d)  Accrued
      interest on each Loan shall be payable in arrears on each Interest Payment
      Date;
provided
      that (i)
      interest accrued pursuant to paragraph (c) of this Section shall be payable
      on
      demand, (ii) in the event of any repayment or prepayment of any Loan, accrued
      interest on the principal amount repaid or prepaid shall be payable on the
      date
      of such repayment or prepayment and (iii) in the event of any conversion of
      any
      Eurocurrency Loan prior to the end of the current Interest Period therefor,
      accrued interest on such Loan shall be payable on the effective date of such
      conversion.

     

    (e)  All
      interest hereunder shall be computed on the basis of a year of 360 days, except
      that interest computed by reference to the Alternative Base Rate at times when
      the Alternate Base Rate is based on the Prime Rate shall be computed on the
      basis of a year of 365 days (or 366 days in a leap year), and shall be payable
      for the actual number of days elapsed (including the first day but excluding
      the
      last day). The applicable Alternate Base Rate or Adjusted LIBO Rate shall be
      determined by the Administrative Agent, and such determination shall be
      conclusive absent manifest error.

     

    SECTION
      2.11  Alternative
      Rate of Interest.

     

    If
      prior
      to the commencement of any Interest Period for a Eurocurrency
      Borrowing:

     

    (a)  the
      Administrative Agent determines (which determination shall be conclusive absent
      manifest error) that adequate and reasonable means do not exist for ascertaining
      the Adjusted LIBO Rate for such Interest Period; or

     

    (b)  the
      Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
      Rate for such Interest Period will not adequately and fairly reflect the cost
      to
      such Lenders of making or maintaining their Loans included in such Borrowing
      for
      such Interest Period;

     

    then
      the
      Administrative Agent shall give notice thereof to the Parent Borrower and the
      Lenders by written or fax notice (or telephone notice promptly confirmed by
      written or fax notice) and, until the Administrative Agent notifies the Parent
      Borrower and the Lenders that the circumstances giving rise to such notice
      no
      longer exist, (i) any Interest Election Request that requests the conversion
      of
      any Borrowing to, or continuation of any Borrowing as a Eurocurrency Borrowing,
      shall be ineffective, and any Eurocurrency Borrowing that is requested to be
      continued shall be converted to an ABR Borrowing on the last day of the Interest
      Period applicable thereto and (ii) if any Borrowing Request requests a
      Eurocurrency Borrowing such Borrowing shall be made as an ABR
      Borrowing.

     

    SECTION
      2.12  Increased
      Costs.

     

    (a)  If
      any
      Change in Law shall:

     

    -15-

     

    (i)  impose,
      modify or deem applicable any reserve, special deposit or similar requirement
      against assets of, deposits with or for the account of, or credit extended
      by,
      any Lender (except any such reserve requirement reflected in the Adjusted LIBO
      Rate); or

     

    (ii)  impose
      on
      any Lender or the London interbank market any other condition affecting this
      Agreement or Eurocurrency Loans made by such Lender or any participation
      thereon;

     

    and
      the
      result of any of the foregoing shall be to increase the cost to such Lender
      of
      making or maintaining any Eurocurrency Loan (or maintaining its obligation
      to
      make any such Loan) or reduce the amount of any sum received or receivable
      by
      such Lender hereunder (whether of principal, interest or otherwise), then the
      Parent Borrower will pay to such Lender such additional amount or amounts as
      will compensate such Lender or such Lender’s holding company for such additional
      costs incurred or any such reduction suffered.

     

    (b)  If
      any
      Lender determines that any Change in Law regarding capital adequacy or similar
      requirements or compliance by any Lender or any corporation controlling such
      Lender with any request or directive regarding capital adequacy or similar
      requirements (whether or not having the force of law and whether or not failure
      to comply therewith would be unlawful) has or would have the effect of reducing
      the rate of return on such Lender’s capital or on the capital of such Lender’s
      holding company, if any, as a consequence of this Agreement or the Loans made
      by
      such Lender to a level below that which such Lender or such Lender’s holding
      company could have achieved but for such Change in Law (taking into
      consideration such Lender’s policies and the policies of such Lender’s holding
      company with respect to capital adequacy), then from time to time the Parent
      Borrower will pay to such Lender such additional amount or amounts as will
      compensate such Lender or such Lender’s holding company for any such reduction
      suffered.

     

    (c)  A
      certificate of a Lender setting forth the amount or amounts necessary to
      compensate such Lender or its holding company, as the case may be, as specified
      in paragraph (a) or (b) of this Section shall be delivered to the Parent
      Borrower and shall be conclusive absent manifest error. The Parent Borrower
      shall pay such Lender the amount shown as due on any such certificate within
      10
      days after receipt thereof.

     

    (d)  Failure
      or delay on the part of any Lender to demand compensation pursuant to this
      Section shall not constitute a waiver of such Lender’s right to demand such
      compensation; provided
      that the
      Parent Borrower shall not be required to compensate a Lender pursuant to this
      Section for any increased costs or reductions incurred more than 270 days prior
      to the date that such Lender notifies the Parent Borrower of the Change in
      Law
      giving rise to such increased costs or reductions and of such Lender’s intention
      to claim compensation therefor; provided
      further
      that, if
      the Change in Law giving rise to such increased costs or reductions is
      retroactive, then the 270-day period referred to above shall be extended to
      include the period of retroactive effect thereof.

     

    SECTION
      2.13  Break
      Funding Payments.

     

     In
      the event of (a) the payment of any principal of any Eurocurrency Loan other
      than on the last day of an Interest Period applicable thereto (including as
      a
      result of an Event of Default), (b) the conversion of any Eurocurrency Loan
      other than on the last day of the Interest Period applicable thereto, (c) the
      failure to borrow, convert, continue or prepay any Loan on the date specified
      in
      any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency
      Loan other than on the last day of the Interest Period applicable thereto as
      a
      result of a request by the Parent Borrower pursuant to Section 2.16, then,
      in
      any such event, the Parent Borrower shall compensate each Lender for the loss,
      cost and expense attributable to such event. In the case of a Eurocurrency
      Loan,
      such loss, cost or expense to any Lender shall be

     

    -16-

     

     deemed
      to include an amount determined by such Lender to be the excess, if any, of
      (i)
      the amount of interest which would have accrued on the principal amount of
      such
      Loan had such event not occurred, at the Adjusted LIBO Rate that would have
      been
      applicable to such Loan, for the period from the date of such event to the
      last
      day of the then current Interest Period therefor (or, in the case of a failure
      to borrow, convert or continue, for the period that would have been the Interest
      Period for such Loan), over (ii) the amount of interest which would accrue
      on
      such principal amount for such period at the interest rate which such Lender
      would bid were it to bid, at the commencement of such period, for deposits
      in
      the applicable currency of a comparable amount and period from other banks
      in
      the Eurocurrency market. A certificate of any Lender setting forth any amount
      or
      amounts that such Lender is entitled to receive pursuant to this Section shall
      be delivered to the Parent Borrower and shall be conclusive absent manifest
      error. The Parent Borrower shall pay such Lender the amount shown as due on
      any
      such certificate within 10 days after receipt thereof.

     

    SECTION
      2.14  Taxes.

     

    (a)  Any
      and
      all payments by or on account of any obligation of the Parent Borrower hereunder
      or under any other Loan Document shall be made free and clear of and without
      deduction for any Indemnified Taxes or Other Taxes; provided
      that if
      the Parent Borrower shall be required to deduct any Indemnified Taxes or Other
      Taxes from such payments, then (i) the sum payable shall be increased as
      necessary so that after making all required deductions (including deductions
      applicable to additional sums payable under this Section) the Administrative
      Agent or Lender (as the case may be) receives an amount equal to the sum it
      would have received had no such deductions been made, (ii) the Parent Borrower
      shall make such deductions and (iii) the Parent Borrower shall pay the full
      amount deducted to the relevant Governmental Authority in accordance with
      applicable law.

     

    (b)  In
      addition, the Parent Borrower shall pay any Other Taxes to the relevant
      Governmental Authority in accordance with applicable law.

     

    (c)  The
      Parent Borrower shall indemnify the Administrative Agent and each Lender within
      10 Business Days after written demand therefor, for the full amount of any
      Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
      Lender, as the case may be, on or with respect to any payment by or on account
      of any obligation of the Parent Borrower hereunder or under any other Loan
      Document (including Indemnified Taxes or Other Taxes imposed or asserted on
      or
      attributable to amounts payable under this Section) and any penalties, interest
      and reasonable expenses arising therefrom or with respect thereto, whether
      or
      not such Indemnified Taxes or Other Taxes were correctly or legally imposed
      or
      asserted by the relevant Governmental Authority. A certificate as to the amount
      of such payment or liability delivered to the Parent Borrower by a Lender or
      by
      the Administrative Agent on its own behalf or on behalf of a Lender, shall
      be
      conclusive absent manifest error.

     

    (d)  As
      soon
      as practicable after any payment of Indemnified Taxes or Other Taxes by the
      Parent Borrower to a Governmental Authority, the Parent Borrower shall deliver
      to the Administrative Agent the original or a certified copy of a receipt issued
      by such Governmental Authority evidencing such payment, a copy of the return
      reporting such payment or other evidence of such payment reasonably satisfactory
      to the Administrative Agent.

     

    (e)  Any
      Lender that is entitled to an exemption from or reduction of withholding tax
      under the law of the jurisdiction in which the Parent Borrower is located,
      or
      any treaty to which such jurisdiction is a party, with respect to payments
      under
      this Agreement shall deliver to the Parent Borrower (with a copy to the
      Administrative Agent), at the time or times prescribed by applicable law, such
      properly completed and executed documentation prescribed by applicable law
      or
      reasonably requested by the Parent Borrower as will permit such payments to
      be
      made without withholding or at a reduced rate.

     

    -17-

     

    (f)  If
      the
      Administrative Agent or a Lender (or a transferee) determines, in its sole
      discretion, that it has received a refund of any Taxes or Other Taxes as to
      which it has been indemnified by the Parent Borrower or with respect to which
      the Parent Borrower has paid additional amounts pursuant to this Section 2.14,
      it shall pay over such refund to the Parent Borrower (but only to the extent
      of
      indemnity payments made, or additional amounts paid, by the Parent Borrower
      under this Section 2.14 with respect to the Taxes or the Other Taxes giving
      rise
      to such refund), net of all out-of-pocket expenses of the Administrative Agent
      or such Lender (or transferee) and without interest (other than any interest
      paid by the relevant Governmental Authority with respect to such refund);
provided,
      however,
      that
      the Parent Borrower, upon the request of the Administrative Agent or such Lender
      (or transferee), agrees to repay the amount paid over to the Parent Borrower
      (plus any penalties, interest or other charges imposed by the relevant
      Governmental Authority) to the Administrative Agent or such Lender (or
      transferee) in the event the Administrative Agent or such Lender (or Transferee)
      is required to repay such refund to such Governmental Authority. Nothing
      contained in this Section 2.14(f) shall require the Administrative Agent or
      any
      Lender to make available its tax returns or any other information relating
      to
      its taxes which it deems confidential to the Parent Borrower or any other
      person.

     

    SECTION
      2.15  Payments
      Generally; Pro Rata Treatment; Sharing of Setoffs.

     

    (a)  The
      Parent Borrower shall make each payment required to be made by it hereunder
      or
      under any other Loan Document (whether of principal, interest or fees or of
      amounts payable under Section 2.12, 2.13 or 2.14, or otherwise) on or before
      the
      time expressly required hereunder or under such other Loan Document for such
      payment (or, if no such time is expressly required, prior to 12:00 noon, New
      York City time), on the date when due, in immediately available funds, without
      setoff or counterclaim. Any amounts received after such time on any date may,
      in
      the discretion of the Administrative Agent, be deemed to have been received
      on
      the next succeeding Business Day for purposes of calculating interest thereon.
      All such payments shall be made to the Administrative Agent at its offices
      as
      specified by Administrative Agent by reasonably advanced notice to Parent
      Borrower from time to time, except that payments pursuant to Sections 2.12,
      2.13, 2.14 and 9.03 shall be made directly to the Persons entitled thereto
      and
      payments pursuant to other Loan Documents shall be made to the Persons specified
      therein. The Administrative Agent shall distribute any such payments received
      by
      it for the account of any other Person to the appropriate recipient promptly
      following receipt thereof. If any payment under any Loan Document shall be
      due
      on a day that is not a Business Day, the date for payment shall be extended
      to
      the next succeeding Business Day, and, in the case of any payment accruing
      interest, interest thereon shall be payable for the period of such extension.
      All payments under each Loan Document of principal or interest in respect of
      any
      Loan shall be made in dollars.

     

    (b)  If
      at any
      time insufficient funds are received by and available to the Administrative
      Agent to pay fully all amounts of principal, interest and fees then due
      hereunder, such funds shall be applied (i) first, towards payment of interest
      and fees then due hereunder, ratably among the parties entitled thereto in
      accordance with the amounts of interest and fees then due to such parties,
      and
      (ii) second, towards payment of principal then due hereunder, ratably among
      the
      parties entitled thereto in accordance with the amounts of principal then due
      to
      such parties.

     

    (c)  If
      any
      Lender shall, by exercising any right of setoff or counterclaim or otherwise,
      obtain payment in respect of any principal of or interest on any of its Loans
      resulting in such Lender receiving payment of a greater proportion of the
      aggregate amount of its Loans and accrued interest thereon than the proportion
      received by any other Lender, then the Lender receiving such greater proportion
      shall purchase (for cash at face value) participations in the Loans of other
      Lenders to the extent necessary so that the benefit of all such payments shall
      be shared by the Lenders ratably in accordance with the aggregate amount of
      principal of and accrued interest on their respective Loans; provided
      that (i)
      if any such participations are purchased and all or any portion of the payment
      giving rise thereto is recovered, such partici-

     

    -18-

     

    ations
      shall be rescinded and the purchase price restored to the extent of such
      recovery, without interest, and (ii) the provisions of this paragraph shall
      not
      be construed to apply to any payment made by the Parent Borrower pursuant to
      and
      in accordance with the express terms of this Agreement or any payment obtained
      by a Lender as consideration for the assignment of or sale of a participation
      in
      any of its Loans to any assignee or participant, other than to the Parent
      Borrower or any Subsidiary or Affiliate thereof (as to which the provisions
      of
      this paragraph shall apply). The Parent Borrower consents to the foregoing
      and
      agrees, to the extent it may effectively do so under applicable law, that any
      Lender acquiring a participation pursuant to the foregoing arrangements may
      exercise against the Parent Borrower rights of setoff and counterclaim with
      respect to such participation as fully as if such Lender were a direct creditor
      of the Parent Borrower in the amount of such participation.

     

    (d)  Unless
      the Administrative Agent shall have received notice from the Parent Borrower
      prior to the date on which any payment is due to the Administrative Agent for
      the account of the Lenders hereunder that the Parent Borrower will not make
      such
      payment, the Administrative Agent may assume that the Parent Borrower has made
      such payment on such date in accordance herewith and may, in reliance upon
      such
      assumption, distribute to the Lenders the amount due. In such event, if the
      Parent Borrower has not in fact made such payment, then each of the Lenders
      severally agrees to repay to the Administrative Agent forthwith on demand the
      amount so distributed to such Lender with interest thereon, for each day from
      and including the date such amount is distributed to it to but excluding the
      date of payment to the Administrative Agent, at the greater of the Federal
      Funds
      Effective Rate and a rate determined by the Administrative Agent in accordance
      with banking industry rules on interbank compensation.

     

    (e)  If
      any
      Lender shall fail to make any payment required to be made by it pursuant to
      Section 2.04(b), 2.15(d) or 9.03(c), then the Administrative Agent may, in
      its
      discretion (notwithstanding any contrary provision hereof), apply any amounts
      thereafter received by the Administrative Agent for the account of such Lender
      to satisfy such Lender’s obligations under such Sections until all such
      unsatisfied obligations are fully paid.

     

    SECTION
      2.16  Mitigation
      Obligations; Replacement of Lenders.

     

    (a)  If
      any
      Lender requests compensation under Section 2.12, or if the Parent Borrower
      is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.14, then such
      Lender shall use reasonable efforts to designate a different lending office
      for
      funding or booking its Loans hereunder or to assign its rights and obligations
      hereunder to another of its offices, branches or affiliates, if, in the judgment
      of such Lender, such designation or assignment (i) would eliminate or reduce
      amounts payable pursuant to Section 2.12 or 2.14, as the case may be, in the
      future and (ii) would not subject such Lender to any unreimbursed cost or
      expense and would not otherwise be disadvantageous to such Lender. The Parent
      Borrower hereby agrees to pay all reasonable costs and expenses incurred by
      any
      Lender in connection with any such designation or assignment.

     

    (b)  If
      any
      Lender requests compensation under Section 2.12, or if the Parent Borrower
      is
      required to pay any additional amount to any Lender or any Governmental
      Authority for the account of any Lender pursuant to Section 2.14, or if any
      Lender defaults in its obligation to fund Loans hereunder, then the Parent
      Borrower may, at its sole expense and effort, upon notice to such Lender and
      the
      Administrative Agent, require such Lender to assign and delegate, without
      recourse (in accordance with and subject to the restrictions contained in
      Section 9.04), all its interests, rights and obligations under this Agreement
      to
      an assignee selected by the Parent Borrower that shall assume such obligations
      (which assignee may be another Lender, if a Lender accepts such assignment);
      provided
      that (i)
      the Parent Borrower shall have received the prior written consent of the
      Administrative Agent, which consent shall not unreasonably be withheld, (ii)
      such Lender shall have received payment of an amount equal to the outstanding
      principal of its Loans, accrued interest thereon, accrued fees and all other
      amounts payable to it hereunder, from the 

     

    -19-

     

    assignee
      (to the extent of such outstanding principal and accrued interest and fees)
      or
      the Parent Borrower and (iii) in the case of any such assignment resulting
      from
      a claim for compensation under Section 2.12 or payments required to be made
      pursuant to Section 2.14, such assignment will result in a material reduction
      in
      such compensation or payments. A Lender shall not be required to make any such
      assignment and delegation if, prior thereto, as a result of a waiver by such
      Lender or otherwise, the circumstances entitling the Parent Borrower to require
      such assignment and delegation cease to apply.

     

    ARTICLE
      III.  REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      3.01  Incorporation
      by Reference.

     

     Article
      III of the Senior Secured Credit Agreement (other than Sections 3.01, 3.02,
      3.03, 3.05, 3.09, 3.11, 3.13, 3.15, 3.16 and 3.17 thereof) is incorporated
      by
      reference herein, mutatis
      mutandis,
      as if a
      part hereof; provided
      that (a)
      references to “Foreign Subsidiary Borrowers,” “Information Memorandum” and
“Letters of Credit” shall be disregarded, (b) the words “Agreement,” “Effective
      Date,” “Loan,” “Loan Documents,” “Material Adverse Effect,” “Transactions” shall
      be used with the meaning provided in Section 1.01 hereof, (c) reference to
      Section 6.02 shall be a reference to Section 6.02 hereof and (d) references
      to
      December 31, 2001 shall be deemed references to January 2,
      2005.

     

    SECTION
      3.02  Organization;
      Powers.

     

     Each
      of Holdings, the Parent Borrower and its Subsidiaries is duly organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      organization, has all requisite power and authority to carry on its business
      as
      now conducted and, except where the failure to do so, individually or in the
      aggregate, could not reasonably be expected to result in a Material Adverse
      Effect, is qualified to do business in, and is in good standing in, every
      jurisdiction where such qualification is required.

     

    SECTION
      3.03  Authorization;
      Enforceability.

     

     The
      Transactions to be entered into by each Loan Party are within such Loan Party’s
      powers and have been duly authorized by all necessary action. This Agreement
      has
      been duly executed and delivered by each of Holdings and the Parent Borrower
      and
      constitutes, and each other Loan Document to which any Loan Party is to be
      a
      party, when executed and delivered by such Loan Party, will constitute, a legal,
      valid and binding obligation of Holdings, the Parent Borrower or such Loan
      Party
      (as the case may be), enforceable in accordance with its terms, subject to
      applicable bankruptcy, insolvency, reorganization, moratorium or other laws
      affecting creditors’ rights generally and subject to general principles of
      equity, regardless of whether considered in a proceeding in equity or at
      law.

     

    SECTION
      3.04  Governmental
      Approvals; No Conflicts.

     

     The
      Transactions (a) do not require any consent or approval of, registration or
      filing with, or any other action by, any Governmental Authority, except (x)
      such
      as have been obtained or made and are in full force and effect, (y) filings
      necessary to perfect Liens created under the Loan Documents and (z) consents,
      approvals, registrations, filings or actions the failure of which to obtain
      or
      perform could not reasonably be expected to result in a Material Adverse Effect,
      (b) will not violate any applicable law or regulation or the charter, by-laws
      or
      other organizational documents of Holdings, the Parent Borrower or any of its
      Subsidiaries or any order of any Governmental Authority, (c) will not
      violate or result in a default under any indenture, agreement or other
      instrument binding upon Holdings, the Parent Borrower or any of its Subsidiaries
      or its assets, or give rise to a right thereunder to require any payment to
      be
      made by Holdings, the Parent Borrower or any of its Subsidiaries, except for
      violations, defaults or the creation of such rights that could not reasonably
      be
      expected to result in a Material Adverse Effect, and (d) will not result in
      the
      creation or imposition of any Lien on any asset of Holdings, the Parent Borrower
      or any of its Subsidiaries, except Liens created under the Loan Documents and
      Liens permitted by Section 6.02.

     

    -20-

     

    SECTION
      3.05  Properties.

     

     Each
      of the Eligible Loan Parties has (or will have upon purchase thereof) good
      title
      to the Equipment and Machinery.

     

    SECTION
      3.06  Taxes.

     

     Each
      of Holdings, the Parent Borrower and its Subsidiaries has timely filed or caused
      to be filed all Tax returns and reports required to have been filed and has
      paid
      or caused to be paid all Taxes required to have been paid by it, except (a)
      any
      Taxes that are being contested in good faith by appropriate proceedings and
      for
      which Holdings, the Parent Borrower or such Subsidiary, as applicable, has
      set
      aside on its books adequate reserves or (b) to the extent that the failure
      to do
      so could not reasonably be expected to result in a Material Adverse
      Effect.

     

    SECTION
      3.07  Disclosure.

     

     Each
      of Holdings and the Parent Borrower has disclosed to the Lenders all agreements,
      instruments and corporate or other restrictions to which Holdings, the Parent
      Borrower or any of its Subsidiaries is subject, and all other matters known
      to
      any of them, that, individually or in the aggregate, could reasonably be
      expected to result in a Material Adverse Effect. None of the reports, financial
      statements, certificates or other information furnished by or on behalf of
      any
      Loan Party to the Administrative Agent or any Lender in connection with the
      negotiation of this Agreement or any other Loan Document or delivered hereunder
      or thereunder (as modified or supplemented by other information so furnished)
      contains any material misstatement of fact or omits to state any material fact
      necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading; provided
      that,
      with respect to projected financial information, Holdings and the Parent
      Borrower represent only that such information was prepared in good faith based
      upon assumptions believed to be reasonable at the time such projections were
      prepared.

     

    SECTION
      3.08  Insurance.

     

     As
      of the Effective Date, all premiums due in respect of material insurance
      policies (including the policies covering the Equipment and Machinery)
      maintained by or on behalf of Holdings, the Parent Borrower and the Subsidiaries
      as of the Effective Date have been paid.

     

    SECTION
      3.09  Solvency.

     

     Each
      of Holdings and the Parent Borrower represents and warrants to the Lenders
      that
      on the Effective Date and immediately following the making of each Loan and
      after giving effect to the application of the proceeds of such Loans, (a) the
      fair value of the assets of each Loan Party, at a fair valuation, will exceed
      its debts and liabilities, subordinated, contingent or otherwise; (b) the
      present fair saleable value of the property of each Loan Party will be greater
      than the amount that will be required to pay the probable liability of its
      debts
      and other liabilities, subordinated, contingent or otherwise, as such debts
      and
      other liabilities become absolute and matured; (c) each Loan Party will be
      able
      to pay its debts and liabilities, subordinated, contingent or otherwise, as
      such
      debts and liabilities become absolute and matured; and (d) the Loan Parties,
      on
      a consolidated basis, will not have unreasonably small capital with which to
      conduct the business in which they are engaged as such business is now conducted
      and is proposed to be conducted following the Effective Date and the making
      of
      each Loan hereunder.

     

    SECTION
      3.10  Senior
      Indebtedness.

     

     Each
      of Holdings and the Parent Borrower represents and warrants to the Lenders
      that
      to the extent any Subordinated Debt is outstanding, the Obligations constitute
      “purchase money obligations” or “Senior Indebtedness” under and as used in the
      Subordinated Debt Documents and constitute “Indebtedness of the Parent Borrower
      or any Subsidiary incurred to finance the acquisition, construction or
      improvement of any fixed or capital assets” under and as used in the Senior
      Secured Credit Agreement.

     

    SECTION
      3.11  Security
      Documents.
      

     

    Each
      of
      Holdings and the Parent Borrower represents and warrants to the Lenders that
      the
      Security Agreement is effective to create in favor of the Administrative Agent,
      for the benefit of the Secured Parties, a legal, valid and enforceable security
      interest in the Collateral and, when financing statements in appropriate form
      are filed in the offices specified on Sched-

     

    -21-

     

    ule
      6
to the Perfection Certificate, the security interest created by the Security
      Agreement shall constitute a perfected security interest in all right, title
      and
      interest of the grantors thereunder in such Collateral, in each case prior
      and
      superior in right to any other Person, other than with respect to Liens
      permitted by Section 6.02 hereof.

     

    SECTION
      3.12  Anti-Terrorism
      Law.

     

     Each
      of Holdings and the Parent Borrower represents and warrants to the Lenders
      that:  No
      Loan
      Party and, to the knowledge of the Loan Parties, none of its Affiliates is
      in
      violation of any laws, regulations or orders relating to terrorism or money
      laundering (“Anti-Terrorism
      Laws”),
      including Executive Order No. 13224 on Terrorist Financing, effective
      September 24, 2001 (the “Executive
      Order”),
      and
      the Uniting and Strengthening America by Providing Appropriate Tools Required
      to
      Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

     

    (b)  No
      Loan
      Party and to the knowledge of the Loan Parties, no Affiliate or broker or other
      agent of any Loan Party acting or benefiting in any capacity in connection
      with
      the Loans is any of the following:

     

    (i)  a
      person
      that is listed in the annex to, or is otherwise subject to the provisions of,
      the Executive Order;

     

    (ii)  a
      person
      owned or controlled by, or acting for or on behalf of, any person that is listed
      in the annex to, or is otherwise subject to the provisions of, the Executive
      Order;

     

    (iii)  a
      person
      with which any Lender is prohibited from dealing or otherwise engaging in any
      transaction by any Anti-Terrorism Law;

     

    (iv)  a
      person
      that commits, threatens or conspires to commit or supports “terrorism” as
      defined in the Executive Order; or

     

    (v)  a
      person
      that is named as a “specially designated national and blocked person” on the
      most current list published by the U.S. Treasury Department Office of Foreign
      Assets Control (“OFAC”)
      at its
      official website or any replacement website or other replacement official
      publication of such list.

     

    (c)  No
      Loan
      Party and, to the knowledge of the Loan Parties, no broker or other agent of
      any
      Loan Party acting in any capacity in connection with the Loans (i) conducts
      any business or engages in making or receiving any contribution of funds, goods
      or services to or for the benefit of any person described in paragraph (b)
      above, (ii) deals in, or otherwise engages in any transaction relating to,
      any property or interests in property blocked pursuant to the Executive Order,
      or (iii) engages in or conspires to engage in any transaction that evades
      or avoids, or has the purpose of evading or avoiding, or attempts to violate,
      any of the prohibitions set forth in any Anti-Terrorism Law.

     

    SECTION
      3.13  Non-Guarantor
      Subsidiaries.

     

     Each
      of Holdings and the Parent Borrower represents and warrants to the Lenders
      that
      none of the Non-Guarantor Subsidiaries are guarantors of any of the obligations
      arising under or related to the Senior Secured Credit Facility.

     

    SECTION
      3.14  Accura
      Tool & Mold, Inc.

     

    Each
      of
      Holdings and the Parent Borrower represents and warrants to the Lenders that
      the
      fair market value of the assets of Metaldyne Accura Tool & Mold, Inc.
      (“Accura”)
      is
      less than $100,000 and that Accura’s net income for the most recently completed
      twelve month period is less than $100,000.

     

    -22-

     

       
      ARTICLE IV.  CONDITIONS

     

    SECTION
      4.01  Effective
      Date.

     

     The
      obligations of the Lenders to make Loans hereunder shall not become effective
      until the date on which each of the following conditions is satisfied (or waived
      in accordance with Section 9.02):

     

    (a)  The
      Administrative Agent shall have received from each Lender and each Loan Party
      either (i) a counterpart of this Agreement and each other Loan Document to
      which
      it is a party, signed on behalf of such party or (ii) written evidence
      satisfactory to the Administrative Agent (which may include fax transmission
      of
      a signed signature page of this Agreement) that such party has signed a
      counterpart of this Agreement or such Loan Document.

     

    (b)  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, the authorization
      of the Transactions and any other legal matters relating to the Loan Parties,
      the Loan Documents or the Transactions, all in form and substance reasonably
      satisfactory to the Administrative Agent and its counsel.

     

    (c)  The
      Administrative Agent shall have received a certificate, dated the Effective
      Date
      and signed by the President, a Vice President or a Financial Officer of Holdings
      and the Parent Borrower, confirming compliance with the conditions set forth
      in
      paragraphs (a) and (b) of Section 4.02 and setting forth the list of Material
      Contracts.

     

    (d)  The
      Administrative Agent shall have received all fees and other amounts due and
      payable on or prior to the Effective Date, including, to the extent invoiced,
      reimbursement or payment of all out-of-pocket expenses (including fees, charges
      and disbursements of counsel) required to be reimbursed or paid by any Loan
      Party hereunder or under any other Loan Document.

     

    (e)  The
      Administrative Agent shall have received evidence that the insurance and related
      endorsements required by Section 5.08 hereof and the Security Documents are
      in
      effect.

     

    (f)  All
      material consents and approvals required to be obtained from any Governmental
      Authority or other Person in connection with the Transactions shall have been
      obtained.

     

    (g)  There
      shall be no litigation or administrative proceeding that has had or is
      reasonably likely to have a material adverse effect on the ability of the
      parties to consummate the Transactions or the other transactions contemplated
      hereby.

     

    (h)  The
      consummation of the Transactions shall not (a) violate any applicable law,
      statute, rule or regulation or (b) conflict with, or result in a default or
      event of default under, any material indenture or other agreement or Holdings
      or
      any of its subsidiaries.

     

    (i)  The
      Administrative Agent shall have received fully executed copies of the Ford
      PPAP
      and the GM PPAP each in form and substance reasonably satisfactory to
      Administrative Agent.

     

    (j)  The
      Administrative Agent shall have received an opinion of each of Cahill, Gordon
      & Reindel LLP
      and
      Foley and Lardner LLP addressed to Administrative Agent and Lenders as to such
      matters as Administrative Agent may reasonably request.

     

    -23-

     

    SECTION
      4.02  Each
      Draw
      Date.

     

     The
      obligation of each Lender to make a Loan on any Draw Date (including the
      Effective Date, if the Effective Date is also a Draw Date) is subject to receipt
      of the request therefor in accordance herewith and to the satisfaction of the
      following conditions:

     

    (a)  The
      representations and warranties of each Loan Party set forth in the Loan
      Documents shall be true and correct on and as of the date of such
      Borrowing;

     

    (b)  At
      the
      time of and immediately after giving effect to such Borrowing, no Default shall
      have occurred and be continuing;

     

    (c)  A
      purchase of Equipment and Machinery by an Eligible Loan Party pursuant to an
      Eligible Contract shall have occurred substantially simultaneously with the
      making of such Loan (unless such Equipment and Machinery was purchased prior
      to
      the Effective Date in which case such purchase shall have occurred within
one
      hundred eighty (180)
      days
      prior to the Effective Date) and the consummation of such purchase and the
      making of the Loans hereunder shall not (i) violate any applicable law, statute,
      rule or regulation or (ii) conflict with, or result in a default or event of
      default under, any material indenture or other agreement of Holdings or any
      of
      its subsidiaries;

     

    (d)  The
      Administrative Agent shall have received financing statements on Form UCC-1
      (or
      amendments thereto on Form UCC-3 to make additions to the description of
      Collateral) and other instruments in appropriate form, as necessary, or in
      the
      reasonable opinion of the Administrative Agent, desirable to perfect the Liens
      granted by the Security Agreement along with such documentation as shall be
      reasonably acceptable to the Administrative Agent from the Collateral Agent
      under the Senior Secured Credit Agreement (i) stating that such Equipment and
      Machinery and any General Intangibles and Proceeds related thereto are not
      subject to a Lien thereunder and (ii) releasing any Liens which may have been
      previously granted on such assets described in clause (i) above;
      and

     

    (e)  The
      Administrative Agent shall have received a Perfection Certificate (or a
      supplement thereto) that is accurate as of such Draw Date after giving effect
      to
      all purchases of Equipment and Machinery through and including such Draw
      Date.

     

    Each
      Borrowing shall be deemed to constitute a representation and warranty by
      Holdings and the Parent Borrower on the date thereof as to the matters specified
      in paragraphs (a), (b) and (c) of this Section.

     

    ARTICLE
      V.  AFFIRMATIVE
      COVENANTS

     

    Until
      the
      Commitments have expired or been terminated and the principal of and interest
      on
      each Loan and all fees payable hereunder shall have been paid in full, Holdings
      and the Parent Borrower covenant and agree with the Lenders that:

     

    SECTION
      5.01  Financial
      Statements and Other Information.

     

     Holdings
      and the Parent Borrower will furnish to Administrative Agent and to each Lender
      each of the financial statements and other information required to be provided
      (and within the same time periods) to lenders under Section 5.01 of the Senior
      Secured Credit Agreement.

     

    SECTION
      5.02  Notices
      of Material Events.

     

    -24-

     

     Holdings
      and the Parent Borrower will furnish to the Administrative Agent and each Lender
      prompt written notice of the following:

     

    (a)  the
      occurrence of any Default;

     

    (b)  the
      filing or commencement of any action, suit or proceeding by or before any
      arbitrator or Governmental Authority against or affecting Holdings, the Parent
      Borrower or any Affiliate thereof that, if adversely determined, could
      reasonably be expected to result in a Material Adverse Effect;

     

    (c)  the
      occurrence of any ERISA Event that, alone or together with any other ERISA
      Events that have occurred, could reasonably be expected to result in liability
      of Holdings, the Parent Borrower and its Subsidiaries in an aggregate amount
      exceeding $10,000,000; and

     

    (d)  any
      other
      development that results in, or could reasonably be expected to result in,
      a
      Material Adverse Effect.

     

    Each
      notice delivered under this Section shall be accompanied by a statement of
      a
      Financial Officer or other executive officer of the Parent Borrower setting
      forth the details of the event or development requiring such notice and any
      action taken or proposed to be taken with respect thereto.

     

    SECTION
      5.03  Information
      Regarding Collateral.

     

    The
      Parent Borrower will furnish to the Administrative Agent prompt written notice
      of any change (i) in any Loan Party’s legal name or in any trade name used to
      identify it in the conduct of its business or in the ownership of its
      properties, (ii) in the location of any Loan Party’s chief executive office, its
      principal place of business, any office in which it maintains books or records
      relating to Collateral owned by it or any office or facility at which Collateral
      owned by it is located (including the establishment of any such new office
      or
      facility), (iii) in any Loan Party’s identity or structure or (iv) in any Loan
      Party’s Federal Taxpayer Identification Number. The Parent Borrower agrees not
      to effect or permit any change referred to in the preceding sentence unless
      written notice has been delivered to the Administrative Agent, together with
      all
      applicable information to enable the Administrative Agent to make all filings
      under the Uniform Commercial Code or otherwise that are required in order for
      the Administrative Agent (on behalf of the Secured Parties) to continue at
      all
      times following such change to have a valid, legal and perfected security
      interest in all the Collateral.

    


    (a)  Each
      year, at the time of delivery of annual financial statements with respect to
      the
      preceding fiscal year pursuant to clause (a) of Section 5.01 of the Senior
      Secured Credit Agreement, the Parent Borrower (on behalf of itself and the
      other
      Loan Parties) shall deliver to the Administrative Agent a certificate of a
      Financial Officer of the Parent Borrower (i) setting forth the information
      required pursuant to the Perfection Certificate or confirming that there has
      been no change in such information since the date of the Perfection Certificate
      delivered on the Effective Date or the date of the most recent certificate
      delivered pursuant to this Section and (ii) certifying that all Uniform
      Commercial Code financing statements (including fixture filings, as applicable)
      or other appropriate filings, recordings or registrations, including all
      refilings, rerecordings and reregistrations, containing a description of the
      Collateral have been filed of record in each governmental, municipal or other
      appropriate office in each jurisdiction identified pursuant to clause (i) above
      to the extent necessary to protect and perfect the security interests under
      the
      Security Agreement for a period of not less than 18 months after the date of
      such certificate (except as noted therein with respect to any continuation
      statements to be filed within such period).

     

    SECTION
      5.04  Existence;
      Conduct of Business.

     

     Each
      of Holdings and the Parent Borrower will, and will cause each of the
      Subsidiaries to, do or cause to be done all things necessary to preserve, renew
      and keep in full force and effect its legal existence and the rights, licenses,
      permits, privileges,

     

    -25-


     

    franchises,
      patents, copyrights, trademarks and trade names the loss of which would have
      a
      Material Adverse Effect; provided
      that the
      foregoing shall not prohibit any merger, consolidation, liquidation or
      dissolution permitted under Section 6.03 of the Senior Secured Credit Agreement
      or disposition permitted by Section 6.03 herein.

     

    SECTION
      5.05  Payment
      of Obligations.

     

     Each
      of Holdings and the Parent Borrower will, and will cause each of the
      Subsidiaries to, pay its Indebtedness and other obligations, including Tax
      liabilities, before the same shall become delinquent or in default, except
      where
      (a) the validity or amount thereof is being contested in good faith by
      appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary
      has set aside on its books adequate reserves with respect thereto in accordance
      with GAAP, (c) such contest effectively suspends collection of the contested
      obligation and the enforcement of any Lien securing such obligation and (d)
      the
      failure to make payment pending such contest could not reasonably be expected
      to
      result in a Material Adverse Effect.

     

    SECTION
      5.06  Maintenance
      of Properties.

     

     Each
      of Holdings and the Parent Borrower will, and will cause each of the
      Subsidiaries to, keep and maintain all Collateral in good working order and
      condition, ordinary wear and tear excepted; provided
      that the
      foregoing shall not prohibit any disposition permitted under Section 6.03 herein
      or (x) any merger, consolidation, liquidation or dissolution of Loan Parties
      that are not Eligible Loan Parties or (y) any merger or consolidation of
      Eligible Loan Parties to the extent Section 5.09 hereof is complied with and
      (i)
      if Parent Borrower is a party thereto, the Parent Borrower is the surviving
      entity of such merger or consolidation and (ii) otherwise, such Eligible Loan
      Party is the surviving entity of such merger or consolidation.

    


    SECTION
      5.07  Casualty
      and Condemnation.

     

     The
      Parent Borrower (a) will furnish to the Administrative Agent and the Lenders
      prompt written notice of casualty or other insured damage to any material
      portion of any Collateral having a book value or fair market value of $100,000
      or more or the commencement of any action or proceeding for the taking of any
      Collateral having a book value or fair market value of $100,000 or more or
      any
      part thereof or interest therein under power of eminent domain or by
      condemnation or similar proceeding and (b) will ensure that the Net Proceeds
      of
      any such event (whether in the form of insurance proceeds, condemnation awards
      or otherwise) are collected and applied in accordance with the applicable
      provisions of this Agreement and the Security Documents.

     

    SECTION
      5.08  Use
      of
      Proceeds.

     

     The
      Parent Borrower will use on each Draw Date the proceeds of the Loans (which
      Loans shall not exceed an amount equal to (i) the product of (x) the Cost of
      the
      Equipment and Machinery being financed on such Draw Date by (y) the Advance
      Rate, minus
      (ii)
      with respect to any Loans made after the Rent Reserve Date, the applicable
      Rent
      Reserves) only for (A) the purchase of Equipment and Machinery and (B) the
      payment of fees and expenses payable by an Eligible Loan Party in connection
      with the acquisition of such Equipment and Machinery. No part of the proceeds
      of
      any Loan will be used, whether directly or indirectly, for any purpose that
      entails a violation of any of the Regulations of the Board, including
      Regulations T, U and X. Schedule
      5.08
      sets
      forth the Cost for each piece of Equipment and Machinery, an accurate
      description of each piece of Equipment and Machinery, the Eligible Location
      where it is expected to be located and the Eligible Loan Party that has
      purchased or will be purchasing such Equipment and Machinery.

     

    SECTION
      5.09  Insurance.

     

     Each
      of Holdings and the Parent Borrower will, and will cause each of the
      Subsidiaries to, maintain insurance in such amounts (with no greater risk
      retention) and against such risks as are customarily maintained by companies
      of
      established repute engaged in the same or similar businesses operating in the
      same or similar locations, except where the failure to do so could not
      reasonably be expected to result in a Material Adverse Effect. Such insurance
      shall be maintained with financially sound and reputable insurance companies,
      except that a portion of such insurance program (not to exceed that which is
      customary in the case of companies engaged in the same or similar

     

    -26-

     

    business
      or having similar properties similarly situated) may be effected through
      self-insurance, provided adequate reserves therefor, in accordance with GAAP,
      are maintained. In addition, each of Holdings and the Parent Borrower will,
      and
      will cause each of its Subsidiaries to, maintain all insurance required to
      be
      maintained pursuant to the Security Documents. The Parent Borrower will furnish
      to the Lenders, upon request of the Administrative Agent, information in
      reasonable detail as to the insurance so maintained. All insurance policies
      or
      certificates (or certified copies thereof) with respect to such insurance
      maintained for the Collateral shall be endorsed to the Administrative Agent’s
      reasonable satisfaction for the benefit of the Administrative Agent and Lenders
      (including, without limitation, by naming the Collateral Agent as loss payee
      or
      additional insured, as appropriate).

    


    SECTION
      5.10  Books
      and Records; Inspection and Audit Rights.


     

     Each
      of Holdings and the Parent Borrower will, and will cause each of the Eligible
      Loan Parties to, keep proper books of record and accounts in which full, true
      and correct entries are made of all dealings and transactions in relation to
      the
      Equipment and Machinery. In relation to the Equipment and Machinery, each of
      Holdings and the Parent Borrower will, and will cause each of the Eligible
      Loan
      Parties to, permit any representatives designated by the Administrative Agent
      or
      any Lender, upon reasonable prior notice, to visit and inspect any of the
      properties in which Equipment and Machinery is located and to examine and make
      extracts from its books and records, all at such reasonable times and as often
      as reasonably requested.

     

    SECTION
      5.11  Compliance
      with Laws.

     

     Each
      of Holdings and the Parent Borrower will, and will cause each of the
      Subsidiaries to, comply with all laws, rules, regulations and orders of any
      Governmental Authority applicable to it or its property, except where the
      failure to do so, individually or in the aggregate, could not reasonably be
      expected to result in a Material Adverse Effect.

     

    SECTION
      5.12  Landlords’
      Waiver and Consent.

     

     Each
      Eligible Loan Party shall use commercially reasonable efforts to obtain
      a
      landlord’s waiver and consent, in form and substance reasonably satisfactory to
      Administrative Agent, from the lessor of each leased location where any
      Equipment and Machinery is
      located; provided,
      however,
      if any
      such waivers are not received by Administrative Agent (i) for Equipment and
      Machinery financed from and including the Effective Date through and including
      the Rent Reserve Date, by the Rent Reserve Date and (ii) for all Equipment
      and
      Machinery financed after the Rent Reserve Date, on the applicable Draw Date
      for
      such Equipment and Machinery, then the Administrative Agent may, at its option,
      or shall at the request of any Lender, impose a Rent Reserve with respect
      thereto in an amount equal to two (2) months of all the rental and related
      payments in respect of any such location (a “Rent
      Reserve”).
      The
      Administrative Agent agrees to provide Parent Borrower with ten (10) days’ prior
      written notice of any implementation of Rent Reserves; provided
      that the
      failure of the Administrative Agent to provide such notice or any error therein
      shall not in any manner affect the implementation of the Rent Reserve or the
      obligation of the Parent Borrower to repay the Loans in accordance with the
      terms of this Agreement.

     

    SECTION
      5.13  Non-Guarantor
      Subsidiaries.

     

     Each
      of Holdings and the Parent Borrower will, and will cause each of the
      Subsidiaries to, cause any Non-Guarantor Subsidiary who subsequently becomes
      a
      guarantor under the Senior Secured Credit Agreement to become a guarantor of
      the
      Obligations hereunder and to execute and deliver to the Administrative Agent
      a
      joinder agreement in the form and substance of Annex I to the Guarantee
      Agreement.

    


    SECTION
      5.14  Further
      Assurances.

     

     The
      Parent Borrower will, and will cause each Subsidiary Loan Party to, execute
      any
      and all further documents, financing statements, agreements and instruments,
      and
      take all such further actions (including the filing and recording of financing
      statements, fixture filings, mortgages, deeds of trust, landlord waivers and
      other documents), which may be required under any applicable law, or which
      the
      Administrative Agent or the Required Lenders may reasonably request, to cause
      the Collateral and Guarantee Requirements to be and remain satisfied, all at
      the
      expense of the 

     

    -27-

     

    Loan
      Parties. The Parent Borrower also agrees to provide to the Administrative Agent,
      from time to time upon request, evidence reasonably satisfactory to the
      Administrative Agent as to the perfection and priority of the Liens created
      or
      intended to be created by the Security Documents.

     

    ARTICLE
      VI.  NEGATIVE
      COVENANTS

     

    Until
      the
      Commitments have expired or terminated and the principal of and interest on
      each
      Loan and all fees payable hereunder have been paid in full, each of Holdings
      and
      the Parent Borrower (as to itself only) covenants and agrees with the Lenders
      that:

     

    SECTION
      6.01  Incorporation
      by Reference.

     

     Sections
      6.01, 6.03, 6.04, 6.07, 6.08, 6.09, 6.10, 6.11, 6.13, 6.14, 6.15 and 6.16 of
      the
      Senior Secured Credit Agreement (collectively, the “Incorporated
      Negative Covenants”)
      are
      incorporated by reference herein, mutatis
      mutandis,
      as if a
      part hereof; provided
      that (a)
      references to (i) “Lenders” shall be a reference to “Lenders” as defined in
      Section 1.01 hereof and (ii) “Default” shall mean a Default under this
      Agreement; (b) unless expressly provided otherwise herein and solely for the
      purpose of this Section 6.01, all defined terms used in Incorporated Negative
      Covenants shall be references to defined terms as defined in the Senior Secured
      Credit Agreement; (c) unless expressly provided otherwise herein and solely
      for
      the purpose of this Section 6.01, all section references made in Incorporated
      Negative Covenants shall be references to sections of the Senior Secured Credit
      Agreement; and (d) notwithstanding anything to the contrary, this Agreement
      and
      the transactions contemplated hereby shall not be deemed to violate any
      provision of this Agreement as incorporated by reference herein.

    


    SECTION
      6.02  Liens.

     

     Section
      6.02 of the Senior Secured Credit Agreement is incorporated by reference herein,
      mutatis
      mutandis,
      as if a
      part hereof; provided
      that
      unless expressly provided otherwise herein and solely for the purpose of this
      Section 6.02, all defined terms used in section 6.02 of the Senior Secured
      Credit Agreement shall be references to defined terms as defined in the Senior
      Secured Credit Agreement; and solely for the purpose of this Section 6.02,
      all
      section references made in Section 6.02 of the Senior Secured Credit Agreement
      shall be references to sections of the Senior Secured Credit Agreement;
provided
      further
      that,
      notwithstanding anything to the contrary, the Parent Borrower will not and
      will
      not permit any Subsidiary to, create, incur, assume or permit to exist any
      Lien
      on any Collateral now owned or hereafter acquired by it, or assign or sell
      any
      income or revenues or rights in respect of any thereof, except (a) Liens created
      under the Loan Documents, (b) Permitted Encumbrances and (c) Liens on inventory
      (to the extent such inventory constitutes proceeds of the Equipment and
      Machinery) granted in connection with the Senior Secured Credit
      Agreement.

     

    SECTION
      6.03  Asset
      Sales.

     

     Section
      6.05 of the Senior Secured Credit Agreement is incorporated by reference herein,
      mutatis
      mutandis,
      as if a
      part hereof; provided
      that
      unless expressly provided otherwise herein and solely for the purpose of this
      Section 6.03, all defined terms used in section 6.05 of the Senior Secured
      Credit Agreement shall be references to defined terms as defined in the Senior
      Secured Credit Agreement; and solely for the purpose of this Section 6.03,
      all
      section references made in Section 6.05 of the Senior Secured Credit Agreement
      shall be references to sections of the Senior Secured Credit Agreement;
provided
      further
      that,
      notwithstanding anything to the contrary therein, neither Holdings nor the
      Parent Borrower will, nor will Holdings or the Parent Borrower permit any
      Subsidiary to, sell, transfer, lease or otherwise dispose of any Collateral
      (which shall include any sale, transfer, lease or other disposition of any
      Subsidiary that owns Collateral) without the consent of the Requisite Lenders
      (not to be unreasonably withheld) and unless (a) any such sale, transfer, lease
      or other disposition of Collateral shall be made for not less than the
      outstanding financed Loan amount for such Collateral and for 100% cash
      consideration and (b) the proceeds of any such sale, transfer, lease or other
      disposition of Collateral shall be used to repay the Loans in accordance with
      Section 2.08 hereof.

     

    -28-

     

    SECTION
      6.04  Sale
      and Leaseback Transactions.

     

     Section
      6.06 of the Senior Secured Credit Agreement is incorporated by reference herein,
      mutatis
      mutandis,
      as if a
      part hereof; provided
      that
      unless expressly provided otherwise herein and solely for the purpose of this
      Section 6.04, all defined terms used in Section 6.06 of the Senior Secured
      Credit Agreement shall be references to defined terms as defined in the Senior
      Secured Credit Agreement; and solely for the purpose of this Section 6.04,
      all
      section references made in Section 6.06 of the Senior Secured Credit Agreement
      shall be references to sections of the Senior Secured Credit Agreement;
provided
      further
      that,
      notwithstanding anything to the contrary therein, neither Holdings nor the
      Parent Borrower will, nor will Holdings or Parent Borrower permit any Eligible
      Loan Party to, enter into any arrangement, directly or indirectly, whereby
      it
      shall sell or transfer any real property in which Equipment and Machinery is
      located, whether now owned or hereinafter acquired, and thereafter rent or
      lease
      such property, unless (i) such Eligible Loan Party shall first obtain a
      landlord’s waiver and consent, in form and substance reasonably satisfactory to
      Administrative Agent, from the lessor of such real property where such Equipment
      and Machinery is located or (ii) if such Eligible Loan Party is unable to
      procure such landlord’s waiver and consent, Administrative Agent has implemented
      a Rent Reserve.

     

    SECTION
      6.05  Transfer
      of Equipment and Machinery.

     

     No
      Eligible Loan Party shall transfer title or possession of any Equipment and
      Machinery to any other Person, except (w) as permitted by Section 6.03 hereof,
      (x) to another Eligible Loan Party, (y) to another Loan Party in accordance
      with
      Section 5.05 herein, or (z) in all other cases with the prior written consent
      of
      the Administrative Agent.

     

    SECTION
      6.06  X-22
      Platform Products.

     

     No
      Eligible Loan Party shall manufacture or produce any X-22 Platform Products
      without such X-22 Platform Products being substantially produced or manufactured
      by the X-22
      Equipment and Machinery.

     

    SECTION
      6.07  Changes
      to Material Contracts.

     

     Holdings
      and the Parent Borrower shall not and shall not cause or permit any of their
      Subsidiaries to change or amend the terms of any of the Material Contracts
      in a
      manner that would adversely affect, as concerns Holdings, Parent Borrower or
      any
      of their Subsidiaries, the economic value of such Material
      Contracts.

     

    SECTION
      6.08  Accura.

     

     Accura
      shall not (i) acquire any assets, (ii) incur any liabilities other than for
      ordinary course franchise taxes and similar maintenance fees or (iii) engage
      in
      any business activities. In addition, no Loan Party shall make any loans or
      advances to Accura.


         
      

    ARTICLE
      VII.  EVENTS
      OF
      DEFAULT

     

    If
      any of
      the following events (“Events
      of Default”)
      shall
      occur (it being understood and agreed that to the extent (i) any provision
      of
      the Senior Secured Credit Agreement is amended, waived or otherwise modified
      to
      prevent or cure an event of default thereunder and solely to the extent such
      provision is incorporated by reference herein, such amendment, waiver or other
      modification is automatically incorporated by reference herein, mutatis
      mutandis,
      without
      any further action on the part of the Parent Borrower, the Administrative Agent
      or any Lender thereby preventing or curing any correlated Event of Default
      hereunder and (ii) any of the Lenders or the Administrative Agent (as such
      terms
      are used in the Senior Secured Credit Agreement) receive in connection with
      any
      such amendment, waiver or modification described in subsection (i) above (A)
      any
      increased interest rate (including any interest payable under Section 2.13(c)
      of
      the Senior Secured Credit Agreement), then the interest rate hereunder shall
      be
      increased by the same number of basis points as the interest rate under the
      Senior Secured Credit Agreement was increased or (B) any fees or any other
      compensation, other than in connection with a complete refinancing of the Senior
      Secured Credit Agreement (collectively, the “Fees”),
      then
      the Parent Borrower shall pay the Lenders hereunder at the time of such payment
      under the Senior Secured Credit Agreement, pro
      rata,
      an
      amount equal to the product of (x) the aggregate Commitment plus (without
      duplication) any Loans out-

     

    -29-

     

    standing
      hereunder by (y) a fraction, the numerator of which is the Fees and the
      denominator of which is the total Commitments plus (without duplication) the
      total Loans outstanding under the Senior Secured Credit Agreement):

     

    (a)  the
      Parent Borrower shall fail to pay any principal of any Loan when and as the
      same
      shall become due and payable, whether at the due date thereof or at a date
      fixed
      for prepayment thereof or otherwise;

     

    (b)  the
      Parent Borrower shall fail to pay any interest on any Loan or any fee or any
      other amount (other than an amount referred to in clause (a) of this Article)
      payable under this Agreement or any other Loan Document, when and as the same
      shall become due and payable, and such failure shall continue unremedied for
      a
      period of five Business Days;

     

    (c)  any
      representation or warranty made or deemed made by or on behalf of Holdings,
      the
      Parent Borrower or any Subsidiary in or in connection with any Loan Document
      or
      any amendment or modification thereof or waiver thereunder, or in any report,
      certificate, financial statement or other document furnished pursuant to or
      in
      connection with any Loan Document or any amendment or modification thereof
      or
      waiver thereunder, shall prove to have been incorrect in any material respect
      when made or deemed made;

     

    (d)  Holdings
      or the Parent Borrower shall fail to observe or perform any covenant, condition
      or agreement contained in Sections 5.03, 5.08 or 5.09 herein, Article VI herein
      or Section 5.04 of the Senior Secured Credit Agreement as incorporated by
      reference herein, mutatis
      mutandis;

     

    (e)  any
      Loan
      Party shall fail to observe or perform any covenant, condition or agreement
      contained in any Loan Document (other than those specified in clause (a), (b)
      or
      (d) of this Article), and such failure shall continue unremedied for a period
      of
      30 days after notice thereof from the Administrative Agent to the Parent
      Borrower (which notice will be given at the request of any Lender);

     

    (f)  Holdings,
      the Parent Borrower or any Subsidiary shall fail to make any payment of
      principal or interest in respect of any Material Indebtedness, when and as
      the
      same shall become due and payable after giving effect to any applicable grace
      period with respect thereto;

     

    (g)  any
      event
      or condition occurs that results in any Material Indebtedness becoming due
      prior
      to its scheduled maturity or that enables or permits the holder or holders
      of
      any Material Indebtedness or any trustee or agent on its or their behalf to
      cause any Material Indebtedness to become due, or to require the prepayment,
      repurchase, redemption or defeasance thereof, prior to its scheduled maturity;
      provided
      that
      this clause (g) shall not apply to secured Indebtedness that becomes due as
      a
      result of the voluntary sale or transfer of the property or assets securing
      such
      Indebtedness;

     

    (h)  an
      involuntary proceeding shall be commenced or an involuntary petition shall
      be
      filed seeking (i) liquidation, reorganization or other relief in respect of
      Holdings, the Parent Borrower or any Subsidiary or its debts, or of a
      substantial part of its assets, under any Federal, state or foreign bankruptcy,
      insolvency, receivership or similar law now or hereafter in effect or (ii)
      the
      appointment of a receiver, trustee, custodian, sequestrator, conservator or
      similar official for the Parent Borrower or any Subsidiary or for a substantial
      part of its assets, and, in any such case, such proceeding or petition shall
      continue undismissed for 60 days or an order or decree approving or ordering
      any
      of the foregoing shall be entered;

     

    -30-

     

    (i)  Holdings,
      the Parent Borrower or any Subsidiary shall (i) voluntarily commence any
      proceeding or file any petition seeking liquidation, reorganization or other
      relief under any Federal, state or foreign bankruptcy, insolvency, receivership
      or similar law now or hereafter in effect, (ii) consent to the institution
      of,
      or fail to contest in a timely and appropriate manner, any proceeding or
      petition described in clause (h) of this Article, (iii) apply for or consent
      to
      the appointment of a receiver, trustee, custodian, sequestrator, conservator
      or
      similar official for the Parent Borrower or any Subsidiary or for a substantial
      part of its assets, (iv) file an answer admitting the material allegations
      of a
      petition filed against it in any such proceeding, (v) make a general assignment
      for the benefit of creditors or (vi) take any action for the purpose of
      effecting any of the foregoing;

     

    (j)  Holdings,
      the Parent Borrower or any Subsidiary shall become unable, admit in writing
      in a
      court proceeding its inability or fail generally to pay its debts as they become
      due;

     

    (k)  one
      or
      more judgments for the payment of money in an aggregate amount in excess of
      $15,000,000 shall be rendered against Holdings, the Parent Borrower, any
      Subsidiary or any combination thereof and the same shall remain undischarged
      for
      a period of 30 consecutive days during which execution shall not be effectively
      stayed, or any action shall be legally taken by a judgment creditor to attach
      or
      levy upon any assets of the Parent Borrower or any Subsidiary to enforce any
      such judgment;

     

    (l)  an
      ERISA
      Event shall have occurred that, in the opinion of the Required Lenders, when
      taken together with all other ERISA Events that have occurred, could reasonably
      be expected to result in a Material Adverse Effect on Holdings, the Parent
      Borrower and its Subsidiaries;

     

    (m)  any
      Lien
      covering property purported to be created under any Security Document shall
      cease to be, or shall be asserted by any Loan Party not to be, a valid and
      perfected Lien on any Collateral, except as a result of the sale or other
      disposition of the applicable Collateral in a transaction permitted under the
      Loan Documents;

     

    (n)  the
      Guarantee Agreement shall cease to be, or shall have been asserted not to be,
      in
      full force and effect;

     

    (o)  Holdings,
      the Parent Borrower or any Subsidiary shall challenge the subordination
      provisions of the Subordinated Debt or assert that such provisions are invalid
      or unenforceable or that the Obligations of the Parent Borrower, or the
      Obligations of Holdings or any Subsidiary under the Guarantee Agreement, are
      not
      senior indebtedness under the subordination provisions of the Subordinated
      Debt,
      or any court, tribunal or government authority of competent jurisdiction shall
      judge the subordination provisions of the Subordinated Debt to be invalid or
      unenforceable or such Obligations to be not senior indebtedness under such
      subordination provisions or otherwise cease to be, or shall be asserted not
      to
      be, legal, valid and binding obligations of the parties thereto, enforceable
      in
      accordance with their terms; or

     

    (p)  a
      Change
      in Control shall occur;

     

    then,
      and
      in every such event (other than an event with respect to the Parent Borrower
      described in clause (h) or (i) of this Article) and at any time thereafter
      during the continuance of such event, the Administrative Agent may, and at
      the
      request of the Required Lenders shall, by notice to the Parent Borrower, take
      either or both of the following actions, at the same or different times: (i)
      terminate the Commitments, and thereupon the Commitments shall terminate
      immediately, and (ii) declare the Loans then outstanding to 

     

    -31-

     

    be
      due
      and payable in whole (or in part, in which case any principal not so declared
      to
      be due and payable may thereafter be declared to be due and payable), and
      thereupon the principal of the Loans so declared to be due and payable, together
      with accrued interest thereon and all fees and other obligations of the Parent
      Borrower accrued hereunder, shall become due and payable immediately, without
      presentment, demand, protest or other notice of any kind, all of which are
      hereby waived by the Parent Borrower; and in case of any event with respect
      to
      the Parent Borrower described in clause (h) or (i) of this Article, the
      Commitments shall automatically terminate and the principal of the Loans then
      outstanding, together with accrued interest thereon and all fees and other
      obligations of the Parent Borrower accrued hereunder, shall automatically become
      due and payable, without presentment, demand, protest or other notice of any
      kind, all of which are hereby waived by the Parent Borrower.

     

    ARTICLE
      VIII.  THE
      ADMINISTRATIVE AGENT

     

    Each
      of
      the Lenders hereby irrevocably appoints the Administrative as its agent and
      authorizes the Administrative Agent to take such actions on its behalf and
      to
      exercise such powers as are delegated to the Administrative Agent by the terms
      of the Loan Documents, together with such actions and powers as are reasonably
      incidental thereto.

     

    The
      bank
      serving as the Administrative Agent hereunder shall have the same rights and
      powers in its capacity as a Lender as any other Lender and may exercise the
      same
      as though it were not the Administrative Agent, and such bank and its Affiliates
      may accept deposits from, lend money to and generally engage in any kind of
      business with Holdings, the Parent Borrower or any Subsidiary or other Affiliate
      thereof as if it were not the Administrative Agent hereunder.

     

    The
      Administrative Agent shall not have any duties or obligations except those
      expressly set forth in the Loan Documents. Without limiting the generality
      of
      the foregoing, (a) the Administrative Agent shall not be subject to any
      fiduciary or other implied duties, regardless of whether a Default has occurred
      and is continuing, (b) the Administrative Agent shall not have any duty to
      take
      any discretionary action or exercise any discretionary powers, except
      discretionary rights and powers expressly contemplated by the Loan Documents
      that the Administrative Agent is required to exercise in writing by the Required
      Lenders (or such other number or percentage of the Lenders as shall be necessary
      under the circumstances as provided in Section 9.02), and (c) except as
      expressly set forth in the Loan Documents, the Administrative Agent shall not
      have any duty to disclose, and shall not be liable for the failure to disclose,
      any information relating to Holdings, the Parent Borrower or any of its
      Subsidiaries that is communicated to or obtained by the bank serving as
      Administrative Agent or any of its Affiliates in any capacity. The
      Administrative Agent shall not be liable for any action taken or not taken
      by it
      with the consent or at the request of the Required Lenders (or such other number
      or percentage of the Lenders as shall be necessary under the circumstances
      as
      provided in Section 9.02) or in the absence of its own gross negligence or
      willful misconduct. The Administrative Agent shall not be deemed not to have
      knowledge of any Default unless and until written notice thereof is given to
      the
      Administrative Agent by Holdings, the Parent Borrower, or a Lender, and the
      Administrative Agent shall not be responsible for or have any duty to ascertain
      or inquire into (i) any statement, warranty or representation made in or in
      connection with any Loan Document, (ii) the contents of any certificate, report
      or other document delivered thereunder or in connection therewith, (iii) the
      performance or observance of any of the covenants, agreements or other terms
      or
      conditions set forth in any Loan Document, (iv) the validity, enforceability,
      effectiveness or genuineness of any Loan Document or any other agreement,
      instrument or document, or (v) the satisfaction of any condition set forth
      in
      Article IV or elsewhere in any Loan Document, other than to confirm receipt
      of
      items expressly required to be delivered to the Administrative
      Agent.

     

    The
      Administrative Agent shall be entitled to rely upon, and shall not incur any
      liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing be-

     

    -32-

     

    lieved
      by
      it to be genuine and to have been signed or sent by the proper Person. The
      Administrative Agent also may rely upon any statement made to it orally or
      by
      telephone and believed by it to be made by the proper Person, and shall not
      incur any liability for relying thereon. The Administrative Agent may consult
      with legal counsel (who may be counsel for the Parent Borrower), independent
      accountants and other experts selected by it, and shall not be liable for any
      action taken or not taken by it in accordance with the advice of any such
      counsel, accountants or experts.

     

    The
      Administrative Agent may perform any and all its duties and exercise its rights
      and powers by or through any one or more sub-agents appointed by the
      Administrative Agent. The Administrative Agent and any such sub-agent may
      perform any and all its duties and exercise its rights and powers through their
      respective Related Parties. The exculpatory provisions of the preceding
      paragraphs shall apply to any such sub-agent and to the Related Parties of
      each
      Administrative Agent and any such sub-agent, and shall apply to their respective
      activities in connection with the syndication of the credit facilities provided
      for herein as well as activities as Administrative Agent.

     

    Subject
      to the appointment and acceptance of a successor Administrative Agent as
      provided in this paragraph, the Administrative Agent may resign at any time
      by
      notifying the Lenders and the Parent Borrower. Upon any such resignation, the
      Required Lenders shall have the right, in consultation with the Parent Borrower
      to appoint a successor from among the Lenders. If no successor shall have been
      so appointed by the Required Lenders and shall have accepted such appointment
      within 30 days after the retiring Administrative Agent gives notice of its
      resignation, then the retiring Administrative Agent may, on behalf of the
      Lenders, appoint a successor Administrative Agent which shall be a bank with
      an
      office in New York, New York, or an Affiliate of any such bank. Upon the
      acceptance of its appointment as Administrative Agent hereunder by a successor,
      such successor shall succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Administrative Agent, and the retiring
      Administrative Agent shall be discharged from its duties and obligations
      hereunder. The fees payable by the Parent Borrower to a successor Administrative
      Agent shall be the same as those payable to its predecessor unless otherwise
      agreed between the Parent Borrower and such successor. After the Administrative
      Agent’s resignation hereunder, the provisions of this Article and Section 9.03
      shall continue in effect for the benefit of such retiring Administrative Agent,
      its sub-agents and their respective Related Parties in respect of any actions
      taken or omitted to be taken by any of them while it was acting as
      Administrative Agent.

     

    Each
      Lender acknowledges that it has, independently and without reliance upon the
      Administrative Agent or any other Lender and based on such documents and
      information as it has deemed appropriate, made its own credit analysis and
      decision to enter into this Agreement. Each Lender also acknowledges that it
      will, independently and without reliance upon the Administrative Agent or any
      other Lender and based on such documents and information as it shall from time
      to time deem appropriate, continue to make its own decisions in taking or not
      taking action under or based upon this Agreement, any other Loan Document or
      related agreement or any document furnished hereunder or
      thereunder.

     

    The
      Lenders identified in this Agreement as the Syndication Agent and the
      Documentation Agents shall not have any right, power, obligation, liability,
      responsibility or duty under this Agreement other than those applicable to
      all
      Lenders. Without limiting the foregoing, none of the Syndication Agent or the
      Documentation Agents shall have or be deemed to have a fiduciary relationship
      with any Lender. Each Lender hereby makes the same acknowledgments with respect
      to the Syndication Agent and the Documentation Agents as it makes with respect
      to the Administrative Agent or any other Lender in this Article
      VIII.

    


     

    -33-

     

    ARTICLE
      IX.  MISCELLANEOUS

     

    SECTION
      9.01  Notices.

     

     Except
      in the case of notices and other communications expressly permitted to be given
      by telephone, all notices and other communications provided for herein shall
      be
      in writing and shall be delivered by hand or overnight courier service, mailed
      by certified or registered mail or sent by fax, as follows:

     

    (a)  if
      to the
      Parent Borrower or Holdings at Metaldyne Corporation, 47659 Halyard Drive,
      Plymouth, MI 48170, and

     

    (b)  if
      to the
      Administrative Agent, to the attention of Vanessa Gomez at Credit Suisse, Eleven
      Madison Avenue, New York, NY 10010.

     

    Any
      party
      may change its address or fax number for notices and other communications
      hereunder by notice to the other parties hereto. All notices and other
      communications given to any party hereto in accordance with the provisions
      of
      this Agreement shall be deemed to have been given on the date of
      receipt.

     

    SECTION
      9.02  Waivers;
      Amendments.

     

    (a)  No
      failure or delay by the Administrative Agent or any Lender in exercising any
      right or power hereunder or under any other Loan Document shall operate as
      a
      waiver thereof, nor shall any single or partial exercise of any such right
      or
      power, or any abandonment or discontinuance of steps to enforce such a right
      or
      power, preclude any other or further exercise thereof or the exercise of any
      other right or power. The rights and remedies of the Administrative Agent and
      the Lenders hereunder and under the other Loan Documents are cumulative and
      are
      not exclusive of any rights or remedies that they would otherwise have. No
      waiver of any provision of any Loan Document or consent to any departure by
      any
      Loan Party therefrom shall in any event be effective unless the same shall
      be
      permitted by paragraph (b) of this Section, and then such waiver or consent
      shall be effective only in the specific instance and for the purpose for which
      given. Without limiting the generality of the foregoing, the making of a Loan
      shall not be construed as a waiver of any Default, regardless of whether the
      Administrative Agent or any Lender may have had notice or knowledge of such
      Default at the time.

    


    (b)  Neither
      this Agreement nor any other Loan Document nor any provision hereof or thereof
      may be waived, amended or modified except, in the case of this Agreement,
      pursuant to an agreement or agreements in writing entered into by the Parent
      Borrower and the Required Lenders or, in the case of any other Loan Document,
      pursuant to an agreement or agreements in writing entered into by the
      Administrative Agent and the Loan Party or Loan Parties that are parties
      thereto, in each case with the consent of the Required Lenders; provided
      that no
      such agreement shall (i) increase the Commitment of any Lender without the
      written consent of such Lender, (ii) reduce the principal amount of any Loan
      or
      reduce the rate of interest thereon (other than as expressly provided herein),
      or reduce any fees payable hereunder, without the written consent of each Lender
      affected thereby, (iii) postpone the maturity of any Loan or any date for the
      payment of any interest or fees payable hereunder, or reduce the amount of,
      waive or excuse any such payment, or postpone the scheduled date of expiration
      of any Commitment without the written consent of each Lender affected thereby,
      (iv) change Section 2.15(b) or (c) in a manner that would alter the pro rata
      sharing of payments required thereby, without the written consent of each
      Lender, (v) change the percentage set forth in the definition of “Required
      Lenders” or any other provision of any Loan Document (including this Section)
      specifying the number or percentage of Lenders required to waive, amend or
      modify any rights thereunder or make any determination or grant any consent
      thereunder, without the written consent of each Lender, (vi) release any
      Subsidiary Loan Party from its Guarantee under the Guarantee Agreement (except
      as expressly provided in the Guarantee Agreement), or limit its liability in
      respect of such Guarantee, without the written consent of each Lender, (vii)
      release any material portion of the Col-

     

    -34-

     

    lateral
      from the Liens of the Security Documents, without the written consent of each
      Lender or (viii) change the Advance Rate without the consent of the
      Supermajority Lenders; provided
      further
      that no
      such agreement shall amend, modify or otherwise affect the rights or duties
      of
      the Administrative Agent without the prior written consent of the Administrative
      Agent. Notwithstanding the foregoing, (i) Parent Borrower may, with the written
      consent of the Administrative Agent, supplement Schedule
      5.08
      and/or
Schedule
      2
      to add
      additional Equipment and Machinery and/or Eligible Locations, as applicable,
      and, upon Administrative Agent’s receipt of each supplement which Administrative
      Agent has consented to, such Equipment and Machinery and Eligible Locations,
      as
      applicable, shall be deemed added to Schedule
      5.08
      and
Schedule
      2,
      as
      applicable; and (ii) any provision of this Agreement may be amended by an
      agreement in writing entered into by the Parent Borrower, the Required Lenders
      and the Administrative Agent if (A) by the terms of such agreement the
      Commitment of each Lender not consenting to the amendment provided for therein
      shall terminate upon the effectiveness of such amendment and (B) at the time
      such amendment becomes effective, each Lender not consenting thereto receives
      payment in full of the principal of and interest accrued on each Loan made
      by it
      and all other amounts owing to it or accrued for its account under this
      Agreement.

    


    SECTION
      9.03  Expenses;
      Indemnity; Damage Waiver.

     

    (a)  The
      Parent Borrower shall pay (i) all reasonable out-of-pocket expenses incurred
      by
      the Administrative Agent and its Affiliates, including the reasonable fees,
      charges and disbursements of one counsel in each applicable jurisdiction for
      the
      Administrative Agent, in connection with the syndication of the credit facility
      provided for herein, due diligence investigation, the preparation and
      administration of the Loan Documents or any amendments, modifications or waivers
      of the provisions thereof (whether or not the transactions contemplated hereby
      or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred
      by the Administrative Agent or any Lender, including the fees, charges and
      disbursements of any counsel for the Administrative Agent or any Lender, in
      connection with the enforcement or protection of its rights in connection with
      the Loan Documents, including its rights under this Section, or in connection
      with the Loans made hereunder, including all such out-of-pocket expenses
      incurred during any workout, restructuring or negotiations in respect of such
      Loans.

     

    (b)  The
      Parent Borrower shall indemnify the Administrative Agent and each Lender, and
      each Related Party of any of the foregoing Persons (each such Person being
      called an “Indemnitee”)
      against, and hold each Indemnitee harmless from, any and all losses, claims,
      damages, liabilities and related expenses, including the fees, charges and
      disbursements of any counsel for any Indemnitee, incurred by or asserted against
      any Indemnitee arising out of, in connection with, or as a result of (i) the
      execution or delivery of any Loan Document or any other agreement or instrument
      contemplated hereby, the performance by the parties to the Loan Documents of
      their respective obligations thereunder or the consummation of the Transactions
      or any other transactions contemplated hereby, (ii) any Loan or the use of
      the
      proceeds therefrom or (iii) any actual or prospective claim, litigation,
      investigation or proceeding relating to any of the foregoing, whether based
      on
      contract, tort or any other theory and regardless of whether any Indemnitee
      is a
      party thereto; provided
      that
      such indemnity shall not, as to any Indemnitee, be available to the extent
      that
      such losses, claims, damages, liabilities or related expenses are determined
      by
      a court of competent jurisdiction by final and nonappealable judgment to have
      resulted from the gross negligence or willful misconduct of such
      Indemnitee.

     

    (c)  To
      the
      extent that the Parent Borrower fail to pay any amount required to be paid
      by it
      to the Administrative Agent under paragraph (a) or (b) of this Section, each
      Lender severally agrees to pay to the Administrative Agent such Lender’s pro
      rata share (determined as of the time that the applicable unreimbursed expense
      or indemnity payment is sought) of such unpaid amount; provided
      that the
      unreimbursed expense or indemnified loss, claim, damage, liability or related
      expense, as the case may be, was incurred by or asserted against the
      Administrative Agent in its capacity as such. For purposes hereof, a


     

    -35-

     

    Lender’s
      “pro rata share” shall be determined based upon its share of the sum of the
      total Term Loans and unused Commitments at the time.

    


    (d)  To
      the
      extent permitted by applicable law, the Parent Borrower shall not assert, and
      hereby waives, any claim against any Indemnitee, on any theory of liability,
      for
      special, indirect, consequential or punitive damages (as opposed to direct
      or
      actual damages) arising out of, in connection with, or as a result of, this
      Agreement or any agreement or instrument contemplated hereby, the Transactions,
      any Loan or the use of the proceeds thereof.

     

    (e)  All
      amounts due under this Section shall be payable promptly after written demand
      therefor.

     

    SECTION
      9.04  Successors
      and Assigns.

     

    (a)  The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the parties hereto and their respective successors and assigns permitted hereby,
      except that the Parent Borrower may not assign or otherwise transfer any of
      its
      rights or obligations hereunder without the prior written consent of each Lender
      (and any attempted assignment or transfer by the Parent Borrower without such
      consent shall be null and void). Nothing in this Agreement, expressed or
      implied, shall be construed to confer upon any Person (other than the parties
      hereto, their respective successors and assigns permitted hereby and, to the
      extent expressly contemplated hereby, the Related Parties of each of the
      Administrative Agent and the Lenders) any legal or equitable right, remedy
      or
      claim under or by reason of this Agreement.

     

    (b)  Any
      Lender may assign to one or more assignees all or a portion of its rights and
      obligations under this Agreement (including all or a portion of its Commitment
      and the Loans at the time owing to it); provided
      that (i)
      except in the case of an assignment to a Lender or a Lender Affiliate,
      Administrative Agent and the Parent Borrower must give its prior written consent
      to such assignment (which consent in each case shall not be unreasonably
      withheld or delayed), (ii) except in the case of an assignment to a Lender
      or a
      Lender Affiliate or an assignment of the entire remaining amount of the
      assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of
      the assigning Lender (or Related Lenders) subject to each such assignment
      (determined as of the date the Assignment and Acceptance with respect to such
      assignment is delivered to the Administrative Agent) shall not be less than
      $1,000,000 unless each of the Parent Borrower and the Administrative Agent
      otherwise consent, (iii) each partial assignment shall be made as an assignment
      of a proportionate part of all the assigning Lender’s rights and obligations
      under this Agreement, and (iv) the parties to each assignment shall execute
      and
      deliver to the Administrative Agent an Assignment and Acceptance via an
      electronic settlement system acceptable to the Administrative Agent (or, if
      previously agreed with the Agent, manually), shall pay to the Administrative
      Agent a processing and recordation fee of $3,500 (which fee may be waived or
      reduced in the sole discretion of the Administrative Agent), and such other
      documents as are required by Section 2.14(e) herein; and provided
      further
      that any
      consent of the Parent Borrower otherwise required under this paragraph shall
      not
      be required if an Event of Default under Article VII has occurred and is
      continuing. Subject to acceptance and recording thereof pursuant to paragraph
      (d) of this Section, from and after the effective date specified in each
      Assignment and Acceptance the assignee thereunder shall be a party hereto and,
      to the extent of the interest assigned by such Assignment and Acceptance, have
      the rights and obligations of a Lender under this Agreement (provided
      that any
      liability of the Parent Borrower to such assignee under Section 2.12, 2.13
      or
      2.14 shall be limited to the amount, if any, that would have been payable
      thereunder by the Parent Borrower in the absence of such assignment), and the
      assigning Lender thereunder shall, to the extent of the interest assigned by
      such Assignment and Acceptance, be released from its obligations under this
      Agreement (and, in the case of an Assignment and Acceptance covering all of
      the
      assigning Lender’s rights and obligations under this Agreement, such Lender
      shall cease to be a 

     

    -36-

     

    party
      hereto but shall continue to be entitled to the benefits of Sections 2.12,
      2.13,
      2.14 and 9.03). Any assignment or transfer by a Lender of rights or obligations
      under this Agreement that does not comply with this paragraph shall be treated
      for purposes of this Agreement as a sale by such Lender of a participation
      in
      such rights and obligations in accordance with paragraph (e) of this
      Section.

     

    (c)  The
      Administrative Agent, acting for this purpose as an agent of the Parent
      Borrower, shall maintain at one of its offices a copy of each Assignment and
      Acceptance delivered to it and a register for the recordation of the names
      and
      addresses of the Lenders, and the Commitment of, and principal amount of the
      Loans owing to, each Lender pursuant to the terms hereof from time to time
      (the
“Register”).
      The
      entries in the Register shall be conclusive, and Holdings, the Parent Borrower,
      the Administrative Agent and the Lenders may treat each Person whose name is
      recorded in the Register pursuant to the terms hereof as a Lender hereunder
      for
      all purposes of this Agreement, notwithstanding notice to the contrary. The
      Register shall be available for inspection by the Parent Borrower and any
      Lender, at any reasonable time and from time to time upon reasonable prior
      notice.

    


    (d)  Upon
      its
      receipt of a duly completed Assignment and Acceptance executed by an assigning
      Lender and an assignee, the assignee’s completed Administrative Questionnaire
      (unless the assignee shall already be a Lender hereunder), the processing and
      recordation fee referred to in paragraph (b) of this Section and any written
      consent to such assignment required by paragraph (b) of this Section, the
      Administrative Agent shall accept such Assignment and Acceptance and record
      the
      information contained therein in the Register. No assignment shall be effective
      for purposes of this Agreement unless it has been recorded in the Register
      as
      provided in this paragraph.

     

    (e)  Any
      Lender may, without the consent of the Parent Borrower or the Administrative
      Agent sell participations to one or more banks or other entities (a
“Participant”)
      in all
      or a portion of such Lender’s rights and obligations under this Agreement
      (including all or a portion of its Commitment and the Loans owing to it);
provided
      that (i)
      such Lender’s obligations under this Agreement shall remain unchanged, (ii) such
      Lender shall remain solely responsible to the other parties hereto for the
      performance of such obligations and (iii) Holdings, the Parent Borrower, the
      Administrative Agent and the other Lenders shall continue to deal solely and
      directly with such Lender in connection with such Lender’s rights and
      obligations under this Agreement. Any agreement or instrument pursuant to which
      a Lender sells such a participation shall provide that such Lender shall retain
      the sole right to enforce the Loan Documents and to approve any amendment,
      modification or waiver of any provision of the Loan Documents; provided
      that
      such agreement or instrument may provide that such Lender will not, without
      the
      consent of the Participant, agree to any amendment, modification or waiver
      described in the first proviso to Section 9.02(b) that affects such Participant.
      Subject to paragraph (f) of this Section, the Parent Borrower agrees that each
      Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.14
      to
      the same extent as if it were a Lender and had acquired its interest by
      assignment pursuant to paragraph (b) of this Section. To the extent permitted
      by
      law, each Participant also shall be entitled to the benefits of Section 9.08
      as
      though it were a Lender, provided
      such
      Participant agrees to be subject to Section 2.09(c) as though it were a
      Lender.

     

    (f)  A
      Participant shall not be entitled to receive any greater payment under Section
      2.10 or 2.11 than the applicable Lender would have been entitled to receive
      with
      respect to the participation sold to such Participant, unless the sale of the
      participation to such Participant is made with the prior written consent of
      the
      Parent Borrower. A Participant that would be a Foreign Lender if it were a
      Lender shall not be entitled to the benefits of Section 2.14 unless the Parent
      Borrower is notified of the participation sold to such Participant and such
      Participant agrees, for the benefit of the Parent Borrower to comply with
      Section 2.14(e) as though it were a Lender.

     

    -37-

     

    (g)  Any
      Lender may at any time pledge or assign a security interest in all or any
      portion of its rights under this Agreement to secure obligations of such Lender,
      including any pledge or assignment to secure obligations to a Federal Reserve
      Bank, and this Section shall not apply to any such pledge or assignment of
      a
      security interest; provided
      that no
      such pledge or assignment of a security interest shall release a Lender from
      any
      of its obligations hereunder or substitute any such pledgee or assignee for
      such
      Lender as a party hereto.


    


    SECTION
      9.05  Survival.

     

     All
      covenants, agreements, representations and warranties made by the Loan Parties
      in the Loan Documents (whether incorporated by reference or otherwise) and
      in
      the certificates or other instruments delivered in connection with or pursuant
      to this Agreement or any other Loan Document shall be considered to have been
      relied upon by the other parties hereto and shall survive the execution and
      delivery of the Loan Documents and the making of any Loans, regardless of any
      investigation made by any such other party or on its behalf and notwithstanding
      that the Administrative Agent or any Lender may have had notice or knowledge
      of
      any Default or incorrect representation or warranty at the time any credit
      is
      extended hereunder, and shall continue in full force and effect as long as
      the
      principal of or any accrued interest on any Loan or any fee or any other amount
      payable under this Agreement is outstanding and unpaid and so long as the
      Commitments have not expired or terminated. The provisions of Sections 2.12,
      2,
      13, 2.14 and 9.03 and Article VIII shall survive and remain in full force and
      effect regardless of the consummation of the transactions contemplated hereby,
      the repayment of the Loans, the expiration or termination of the Commitments
      or
      the termination of this Agreement or any provision hereof.

     

    SECTION
      9.06  Counterparts;
      Integration; Effectiveness.

     

     This
      Agreement may be executed in counterparts (and by different parties hereto
      on
      different counterparts), each of which shall constitute an original, but all
      of
      which when taken together shall constitute a single contract. This Agreement,
      the other Loan Documents and any separate letter agreements with respect to
      fees
      payable to the Administrative Agent constitute the entire contract among the
      parties relating to the subject matter hereof and supersede any and all previous
      agreements and understandings, oral or written, relating to the subject matter
      hereof. Except as provided in Section 4.01, this Agreement shall become
      effective when it shall have been executed by the Administrative Agent and
      when
      the Administrative Agent shall have received counterparts hereof which, when
      taken together, bear the signatures of each of the other parties hereto, and
      thereafter shall be binding upon and inure to the benefit of the parties hereto
      and their respective successors and assigns. Delivery of an executed counterpart
      of a signature page of this Agreement by fax shall be effective as delivery
      of a
      manually executed counterpart of this Agreement.

     

    SECTION
      9.07  Severability.

     

     Any
      provision of this Agreement held to be invalid, illegal or unenforceable in
      any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity, illegality or unenforceability without affecting the validity,
      legality and enforceability of the remaining provisions hereof; and the
      invalidity of a particular provision in a particular jurisdiction shall not
      invalidate such provision in any other jurisdiction.

    


    SECTION
      9.08  Right
      of Setoff.

     

     If
      an Event of Default shall have occurred and be continuing, each Lender and
      each
      of its Affiliates is hereby authorized at any time and from time to time, to
      the
      fullest extent permitted by law, to set off and apply any and all deposits
      (general or special, time or demand, provisional or final) at any time held
      and
      other obligations at any time owing by such Lender or Affiliate to or for the
      credit or the account of the Parent Borrower against any of and all the
      obligations of the Parent Borrower now or hereafter existing under this
      Agreement held by such Lender, irrespective of whether or not such Lender shall
      have made any demand under this Agreement and although such obligations may
      be
      unmatured. The rights of each Lender under this Section are in addition to
      other
      rights and remedies (including other rights of setoff) which such Lender may
      have.

     

    -38-

     

    SECTION
      9.09  Governing
      Law; Jurisdiction; Consent to Service of Process.

     

    (a)  This
      Agreement shall be construed in accordance with and governed by the law of
      the
      State of New York, without regard to conflicts of law principles that would
      require the application of the laws of another jurisdiction.

     

    (b)  Each
      of
      Holdings and the Parent Borrower hereby irrevocably and unconditionally submit,
      for itself and its property, to the nonexclusive jurisdiction of the Supreme
      Court of the State of New York sitting in New York County and of the United
      States District Court of the Southern District of New York, and any appellate
      court from any thereof, in any action or proceeding arising out of or relating
      to any Loan Document, or for recognition or enforcement of any judgment, and
      each of the parties hereto hereby irrevocably and unconditionally agrees that
      all claims in respect of any such action or proceeding may be heard and
      determined in such New York State or, to the extent permitted by law, in such
      Federal court. Each of the parties hereto agrees that a final judgment in any
      such action or proceeding shall be conclusive and may be enforced in other
      jurisdictions by suit on the judgment or in any other manner provided by law.
      Nothing in this Agreement or any other Loan Document shall affect any right
      that
      the Administrative Agent or any Lender may otherwise have to bring any action
      or
      proceeding relating to this Agreement or any other Loan Document against
      Holdings, the Parent Borrower, or its properties in the courts of any
      jurisdiction.

     

    (c)  Each
      of
      Holdings and the Parent Borrower hereby irrevocably and unconditionally waives,
      to the fullest extent it may legally and effectively do so, any objection which
      it may now or hereafter have to the laying of venue of any suit, action or
      proceeding arising out of or relating to this Agreement or any other Loan
      Document in any court referred to in paragraph (b) of this Section. Each of
      the
      parties hereto hereby irrevocably waives, to the fullest extent permitted by
      law, the defense of an inconvenient forum to the maintenance of such action
      or
      proceeding in any such court.

     

    (d)  Each
      party to this Agreement irrevocably consents to service of process in the manner
      provided for notices in Section 9.01. Nothing in this Agreement or any other
      Loan Document will affect the right of any party to this Agreement to serve
      process in any other manner permitted by law.


    


    SECTION
      9.10  WAIVER
      OF JURY TRIAL.

     

    EACH
      PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR
      INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT
      OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR
      ANY
      OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
      OR
      ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
      OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
      WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
      INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
      AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION
      9.11  Headings. 

     

    Article
      and Section headings and the Table of Contents used herein are for convenience
      of reference only, are not part of this Agreement and shall not affect the
      construction of, or be taken into consideration in interpreting, this
      Agreement.

     

    SECTION
      9.12  Confidentiality.

     

    Section
      10.12 of the Senior Secured Credit Agreement is incorporated by reference herein
      as if it were a part hereof; provided
      (a) that
      references to the “Foreign Subsidiary Borrowers,” and “Issuing Bank” shall be
      disregarded and (b) references to the “Administrative 

     

    -39-

     

    Agent,”
      “Agreement,” “Lenders,” and “Loan Documents” shall each be used as defined in
      Section 1.01 hereof. Notwithstanding anything to the contrary contained herein
      or in Section 10.12 of the Senior Secured Credit Agreement, Parent Borrower
      hereby agrees that the Lenders or any Affiliate of the Lenders may, with the
      prior written consent of Parent Borrower (which consent shall not be
      unreasonably withheld), (i) disclose a general description of the transactions
      arising under the Loan Documents for advertising, marketing or other similar
      purposes and (ii) use Parent Borrower’s or any Subsidiary Loan Party’s (as long
      as such Subsidiary Loan Party is party to the Guarantee Agreement) name, logo
      or
      other indicia germane to such party in connection with such advertising,
      marketing or other similar purposes. Parent Borrower shall not, and shall not
      permit any of its Affiliates to, use any Lender’s name (or the name of any of
      Lenders’ Affiliates) in connection with any of its business operations,
      including without limitation, advertising, marketing or press releases or such
      other similar purposes, without Lender’s prior written consent (which consent
      shall not be unreasonably withheld, except as required by applicable law, rule
      or regulation).

    


    SECTION
      9.13  Interest
      Rate Limitation.

     

     Section
      10.13 of the Senior Secured Credit Agreement is incorporated by reference herein
      as if it were a part hereof.

     

    SECTION
      9.14  Senior
      Secured Credit Agreement.

     

     Notwithstanding
      any cross-references in this Agreement to the Senior Secured Credit Agreement,
      this Agreement and the Senior Secured Credit Agreement are separate and
      independent agreements and the existence of the cross-references herein shall
      not be construed in any manner to mean that the claims under the Senior Secured
      Credit Agreement are “substantially similar” (as defined by section 1122(a)
      of the bankruptcy code) to this Agreement.

     

    [Signature
      Page Follows]

     

    -40-


    


 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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

     

    
      	
              METALDYNE
                CORPORATION

            
	 
	
              By:
                /s/ Jeffrey M. Stafeil

            
	
              Name:
                Jeffrey M. Stafeil

            
	
              Title:
                Executive Vice President and Chief

            
	
              Financial
                Officer

            


    

    


    


    
      	
              METALDYNE
                COMPANY LLC

            
	 
	
              By: 
                /s/ Jeffrey M. Stafeil

            
	
              Name:
                Jeffrey M. Stafeil

            
	
              Title:
                Executive Vice President and Chief

            
	
              Financial
                Officer

            


    

    


    
      	
              CREDIT
                SUISSE, CAYMAN ISLANDS BRANCH,

            
	
              as
                Administrative Agent

            
	 
	
              By: 
                /s/ Vanessa Gomez

            
	
              Name: 
                Vanessa Gomez

            
	
              Title:   
                Vice President

            
	 
	
              By: 
                /s/ Mikhail Faybusovich

            
	
              Name:  
                Mikhail Faybusovich

            
	
              Title:    
                Associate