Amendment No. 6 to Receivables Transfer Agreement among MTSPC, Inc., Metaldyne Corporation, Park Avenue Receivables Corporation, Eiffel Funding LLC, and JPMorgan Chase Bank

  (EXECUTION COPY) AMENDMENT No. 6 dated as of February 13, 2003 (this "Amendment"), to the Receivables Transfer Agreement referred to below among MTSPC, Inc., (the "Transferor"), METALDYNE CORPORATION (f/k/a MascoTech, Inc.) (the "Parent"), individually, as Collection Agent and as Guarantor, PARK AVENUE RECEIVABLES CORPORATION ("PARCO') and EIFFEL FUNDING LLC ("Eiffel") (collectively, the "CP Conduit Purchasers"), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as Committed Purchaser and Funding Agent for PARCO ("Chase), CDC FINANCIAL PRODUCTS INC., as Committed Purchaser and Funding Agent for Eiffel ("CDC" (collectively, the "Committed Purchasers"), and JPMORGAN CHASE BANK, as Administrative Agent. A. The Transferor, the Collection Agent, the Guarantor, PARCO, Chase and the Administrative Agent have entered into a Receivables Transfer Agreement dated as of November 28, 2000 (the "Receivables Transfer Agreement"). B. The Transferor, the Collection agent, the Guarantor, PARCO, Chase, Eiffel, CDC and the Administrative Agent have amended the Receivables Transfer Agreement as of December 15, 2000 (the "First Amendment"), as of March 23, 2001 (the "Second Amendment"), as of June 22, 2001 (the "Third Amendment") and as of October 18, 2001 (the "Fourth Amendment"). C. The Transferor has asked to amend certain terms of the Receivables Transfer Agreement and the Transferor, the Collection Agent, the Guarantor, PARCO, Chase, Eiffel, CDC and the Administrative Agent are willing, on the terms and subject to the conditions set forth below, to amend the Receivables Transfer Agreement as provided herein. D. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Receivables Transfer Agreement. Accordingly, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:  SECTION 1. Schedule A of the Receivables Transfer Agreement. The following definitions in Schedule A of the Receivables Transfer Agreement are hereby amended in their entirety to read as follows: "Credit Default Swap" shall mean (i) the credit default swap dated as of January 9, 2003 between the Transferor and an Eligible Counterparty with respect to the payment obligations of DaimlerChrysler AG, (ii) the credit default swap dated as of January 9, 2003 between the Transferor and an Eligible Counterparty with respect to the payment obligations of Ford Motor Company, or (iii) the credit default swap dated as of February 13, 2003, between the Transferor and an Eligible Counterparty with respect to the payment obligations of General Motors Corporation, as applicable, in each case which shall be satisfactory in form, substance, amount and in all other respects to the Administrative Agent and each Committed Purchaser, as the same may from time to time be modified, supplemented, amended, extended or replaced as consented to by the Administrative Agent and each Committed Purchaser. "Notional Amount" shall mean (i) with respect to DaimlerChrysler AG, $5,000,000, (ii) with respect to Ford Motor Company, $20,000,000 and (iii) with respect to General Motors Company, $5,000,000. SECTION 2. Amendments to Schedule C of the Receivables Transfer Agreement. Schedule C of the Receivables Transfer Agreement is hereby amended to read in its entirety as set forth in Schedule C attached to this Amendment. SECTION 3. Effectiveness. This Amendment shall become effective on the date when the following conditions are met: (a) Execution of Amendment. This Amendment shall have been executed by the Transferor, the Parent, individually, as Collection Agent and as Guarantor, each of the CP Conduit Purchasers, each of the Committed Purchasers and Funding agents and the Administrative Agent; (b) Officer's Certificates. The Administrative Agent shall have received an Officer's Certificate dated as of the date hereof by the Transferor and the Parent as to such matters as the Administrative Agent may reasonably request;  (c) Rating Confirmations. Pursuant to Section 10.02 of the Receivables Transfer Agreement, this Amendment will not become effective until the Rating Agencies have provided Rating Confirmations; and (d) Fees. (a) The Administrative Agent shall have received payment of all fees and other amounts due and payable to it (including the reasonable fees and disbursements of counsel for the Administrative Agent and rating agency amendment fees) as of the date hereof and (b) each Committed Purchaser shall have received payment of all fees and other amounts due and payable to it (including the reasonable fees and disbursements of counsel for such Committed Purchaser in connection with the preparation of this Amendment and any documents related thereto) as of the date hereof. SECTION 4. GOVERNING LAW. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTION 5. Expenses. The Transferor shall pay all out-of-pocket fees and expenses incurred by the Administrative Agent in connection with the preparation, negotiation, executive and delivery of this Amendment, including the fees, disbursements and other charges of Cravath, Swaine & Moore, counsel for the Administrative Agent and rating agencies fees for processing this Amendment. SECTION 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original but all of which, when taken together, shall constitute but one instrument. Delivery of an executed counterpart of a signature page of this Amendment by fax shall be as effective as delivery of a manually executed counterpart of this Amendment. SECTION 7. Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment. SECTION 8. Effect of Amendment. Except as specifically amended or modified hereby, the Receivables Transfer Agreement, as previously amended by the First Amendment, the Second Amendment, and the Third Amendment shall continue in full force and effect in accordance with the provisions thereof. As used therein, the terms "Agreement", "herein", "hereunder", "hereinafter", "hereto", "hereof" and words of similar import shall, unless the context otherwise requires, refer to the Receivables Transfer Agreement as amended hereby.  IN WITNESS WHEREOF, the parties here to have caused this Amendment to be duly executed by their respective authorized officers as of the date first above written. MTSPC, INC., as Transferor by /s/ Karen A. Radtke ------------------------------------ Name: Karen Radtke Title: Vice President METALDYNE CORPORATION, individually, as Collection Agent and as Guarantor by /s/ Karen A. Radtke ------------------------------------ Name: Karen Radtke Title: Vice President PARK AVENUE RECEIVABLES CORPORATION, as CP Conduit Purchaser by /s/ Andrew L. Stidd ----------------------------------- Name: Andrew L. Stidd Title: President  JPMORGAN CHASE BANK, as Committed Purchaser for Park Avenue Receivables Corporation by ------------------------------------ Name: Title: JPMORGAN CHASE BANK, as Funding Agent for Park Avenue Receivables Corporation, by ------------------------------------ Name: Title: JPMORGAN CHASE BANK, as Administrative Agent by ------------------------------------ Name: Title:  PARK AVENUE RECEIVABLES CORPORATION, as CP Conduit Purchaser by ------------------------------------ Name: Title: JPMORGAN CHASE BANK, as Committed Purchaser for Park Avenue Receivables Corporation by /s/ Bradley S. Schwartz ------------------------------------ Name: Bradley S. Schwartz Title: Managing Director JPMORGAN CHASE BANK, as Funding Agent for Park Avenue Receivables Corporation by ------------------------------------ Name: Title: JPMORGAN CHASE BANK, as Administrative Agent, by ------------------------------------ Name: Title:  PARK AVENUE RECEIVABLES CORPORATION, as CP Conduit Purchaser by ------------------------------------ Name: Title: JPMORGAN CHASE BANK, as Committed Purchaser for Park Avenue Receivables Corporation by ------------------------------------ Name: Title: JPMORGAN CHASE BANK, as Funding Agent for Park Avenue Receivables Corporation by /s/ Christopher Lew ------------------------------------ Name: Christopher Lew Title: Assistant Vice President JPMORGAN CHASE BANK, as Administrative Agent, by /s/ Christopher Lew ------------------------------------ Name: Christopher Lew Title: Assistant Vice President  EIFFEL FUNDING LLC, as CP Conduit Purchaser by Global Securitization Services, LLC, its Manager by /s/ Andrew L. Stidd ------------------------------------ Name: Andrew L. Stidd Title: President CDC FINANCIAL PRODUCTS, INC., as Committed Purchaser for Eiffel Funding, LLC by ------------------------------------ Name: Title: by ------------------------------------ Name: Title: CDC FINANCIAL PRODUCTS, INC., as Funding Agent for Eiffel Funding, LLC by ------------------------------------ Name: Title: by ------------------------------------ Name: Title:  EIFFEL FUNDING LLC, as CP Conduit Purchaser by Global Securitization Services, LLC, its Manager by ------------------------------------ Name: Title: CDC FINANCIAL PRODUCTS, INC., as Committed Purchaser for Eiffel Funding, LLC by /s/ Paul Monaghan ------------------------------------ Name: Paul Monaghan Title: Director by /s/ William Branagh ------------------------------------ Name: William Branagh Title: Director CDC FINANCIAL PRODUCTS, INC., as Funding Agent for Eiffel Funding, LLC by /s/ Paul Monaghan ------------------------------------ Name: Paul Monaghan Title: Director by /s/ William Branagh ------------------------------------ Name: William Branagh Title: Director  SCHEDULE C Schedule of Special Obligors - ------------------------------------------------------------------------------------------------------------------------------------ Special Obligor Percentage Limit Condition - ------------------------------------------------------------------------------------------------------------------------------------ New Venture 12.0% So long as short-term or long- term ratings of Gear DaimlerChrysler and General Motors are at least A-2/BBB by S&P and at least P-2/Baa2 by Moody's, respectively. - ------------------------------------------------------------------------------------------------------------------------------------ General Motors The lesser of General Motors Corporation shall be a Special Corporation Obligor until January 14, 2004 (as such date may be (X) the sum of extended following the purchase of a new Credit Default Swap acceptable to the Committed (i) the applicable percentage set forth Purchasers), so long as (i) a Credit Default Swap is in the definition of "Concentration in full force and effect with an Eligible Factor" if such Obligor was not a Counterparty with an expiration date no earlier than Special Obligor, plus April 14, 2004, and (ii) such Obligor shall be rated at least BBB- and Baa3 by both S&P and Moody's (ii) the quotient (expressed as a respectively, provided, however, that General Motors percentage) of (A) the Notional Corporation shall be a Special Obligor at all times Amount of the applicable Credit under this Agreement with a 20% Percentage Limit Default Swap divided by (B) the long as short- term or long-term ratings are at Outstanding Balance of Eligible least A-1/A by S&P and at least P-1 /A2 by Moody's, Receivables, respectively. and (Y) 20% - ------------------------------------------------------------------------------------------------------------------------------------  - ------------------------------------------------------------------------------------------------------------------------------------ Special Obligor Percentage Limit Condition - ------------------------------------------------------------------------------------------------------------------------------------ Daimler Chrysler The lesser of DaimlerChrysler shall be a Special Obligor until December 31, 2002 (as such date may be extended (X) the sum of following the purchase of a new Credit Default Swap acceptable to the Committed Purchasers), so long as (i) 4%, plus (i) a Credit Default Swap is in full force and effect with an Eligible Counterparty with an (ii) the applicable percentage set forth expiration date no earlier than March 31, 2003 and in the definition of "Concentration (ii) such Obligor shall be rated at least BBB- and Factor: if such Obligor was not a Baa3 by both S&P and Moody's, respectively, Special Obligor, plus provided, however, that DaimlerChrysler shall be a Special Obligor at all times under this Agreement with a 15% Percentage Limit so long as its short-term or long-term ratings are at least A-1/A (iii)the quotient (expressed as a by S&P and at least P-1 /A2 by Moody's, respectively percentage) of (A) the Notional Amount of the applicable Credit Default Swap divided by (B) the Outstanding Balance of Eligible Receivables, and (Y) 15% - ------------------------------------------------------------------------------------------------------------------------------------  - ------------------------------------------------------------------------------------------------------------------------------------ Special Obligor Percentage Limit Condition - ------------------------------------------------------------------------------------------------------------------------------------ Ford Motor The lesser of Ford Motor Company shall be a Special Obligor Company until December 31, 2002 (as such date may be (X) the sum of extended following the purchase of a new Credit Default Swap acceptable to the Committed (i) the applicable percentage set Purchasers), so long as (i) a Credit Default Swap forth in the definition of is in full force and effect with an Eligible "Concentration Factor" if such Counterparty with an expiration date no earlier Obligor was not a Special Obligor, than March 31, 2003 and (ii) such Obligor shall be plus rated at least BBB- and Baa3 by both S&P and Moody's , respectively, provided, however, that (ii) the quotient (expressed as a Ford Motor Company shall be a Special Obligor at percentage) of (A) the Notional all times under this Agreement with a 20% Amount of the applicable Credit Percentage Limit so long as its short-term or Default Swap divided by (B) the long-term ratings are at least A-1/A by S+P and at Outstanding Balance of Eligible least P-1 /A2 by Moody's, respectively. Receivables - ------------------------------------------------------------------------------------------------------------------------------------