EXHIBIT 99.2
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June 21, 2001
INCREMENTAL TERM LOAN ACTIVATION NOTICE
To: The Chase Manhattan Bank,
as Administrative Agent under the Credit Agreement referred to below
Reference is hereby made to the Credit Agreement dated as of November
28, 2000 (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Credit Agreement") among Metaldyne Company LLC, formerly
known as Metalync Company LLC (the "Parent Borrower"), Metaldyne Corporation,
formerly known as Masco Tech, Inc. ("Holdings"), the Subsidiary Term Borrowers
party thereto, the Foreign Subsidiary Borrowers party thereto, the lenders from
time to time party thereto (the "Lenders"), The Chase Manhattan Bank, as
administrative agent for the Lenders, Collateral Agent, swingline lender and
issuing bank, and the other banks party thereto. Terms defined in the Credit
Agreement and not defined herein are used herein as defined in the Credit
Agreement.
This notice is the Incremental Term Loan Activation Notice referred to
in the Credit Agreement, and the Parent Borrower and each of the Lenders
signatory hereto (the "Incremental Lenders") hereby notify you that:
1. The Incremental Term Loan Amount of each Incremental Lender is set
forth opposite such Incremental Lender's name on the signature pages
hereto under the caption "Incremental Term Loan Amount." The total
Incremental Term Loan Amount is $45,000,000.
2. The Incremental Term Loan Effective Date is June 22, 2001.
3. The Incremental Maturity Date is February 27, 2009.
4. Each Incremental Lender may elect to decline all or any portion of
any prepayment pursuant to Section 2.11(h) of the Credit Agreement.
5. Prepayments will be subject to premium payments pursuant to Section
2.11(g).
Each of the Incremental Lenders and the Parent Borrower hereby agree
that (a) the amortization schedule relating to this Incremental Term Loan (the
"Incremental Term Loan") is set forth in Annex A attached hereto and (b) the
Applicable Rate for this Incremental Term Loan shall be for any day (i) from and
including April 1, 2001 through and including December 31, 2001, (A) 3.00% per
annum, in the case of an ABR Loan, or (B) 4.00% per annum, in the case of a
Eurocurrency Loan, and (ii) thereafter (A) 3.25% per annum, in the case of an
ABR Loan, or (B) 4.25% per annum, in the case of a Eurocurrency Loan, provided
that if and for so long as the Applicable Rate
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with respect to any subsequent Incremental Term Loan (a "Subsequent Incremental
Term Loan") is greater than 0.25% per annum in excess of the then existing
Applicable Rate for the Incremental Term Loan, the Applicable Rate for the
Incremental Term Loan shall be increased automatically for such period so that
the Applicable Rate for any Subsequent Incremental Term Loan is no greater than
0.25% per annum in excess of the Applicable Rate for the Incremental Term Loan.
In addition, the making of the Incremental Term Loan shall be subject to, among
other conditions agreed to between the Parent Borrower and the Incremental
Lenders hereby, (a) the conditions to borrowing set forth in Section 4.02 of the
Credit Agreement and (b) the condition that the transactions contemplated by (i)
the Contribution Agreement dated as of June, 2001 by and among Holdings, the
Parent Borrower and Heartland Industrial Partners, L.P. and certain of its
affiliates and (ii) the Exchange Agreement dated as of June, 2001 by and among
Holdings, Woodfield Financial Consortium, L.P. and the sellers named in Exhibit
A thereto, in each case have been consummated or shall be consummated
simultaneously with the borrowing of the Incremental Term Loan in accordance
with applicable law, the Contribution Agreement and the Exchange Agreement, as
applicable, and all other related documentation (without giving effect to any
material amendments or waivers to or of any of the conditions precedent in such
documentation not approved by the Lenders). The proceeds of the Incremental Term
Loan will be used, together with other financial resources available to the
Parent Borrower to repay, simultaneously with the borrowing of the Incremental
Term Loan, all amounts outstanding under the Amended and Restated Credit
Agreement dated as of January 4, 2001 by and among Global Metal Technologies,
Inc., the lenders party thereto and Canadian Imperial Bank of Commerce, as
agent.
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METALDYNE COMPANY LLC
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Treasurer
Incremental Term Loan Amount CIBC, INC.
----------------------------
$6,115,970.40
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Managing Director
Incremental Term Loan Amount THE CIT GROUP/EQUIPMENT FINANCING INC.
----------------------------
$3,630,884.86
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Vice President
Incremental Term Loan Agreement THE BANK OF NOVA SCOTIA
-------------------------------
$3,232,262.51
By /s/ F.C.H. ▇▇▇▇▇
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Name: F.C.H. ▇▇▇▇▇
Title: Senior Manager Loan Operations
Incremental Term Loan Amount FLEET CAPITAL CORPORATION
----------------------------
$4,040,328.14
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Senior Vice President
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Incremental Term Loan Amount BANK ONE, N.A.
----------------------------
$4,040,328.14
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
Incremental Term Loan Amount DRESDNER BANK AG, NEW YORK AND GRAND
---------------------------- CAYMAN BRANCHES
$5,444,511.24 By /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Asst. Vice President
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Associate
Incremental Term Loan Amount ING CAPITAL SENIOR SECURED HIGH INCOME
---------------------------- FUND HOLDINGS, LTD.
$1,314,670.26 By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Managing Director
Incremental Term Loan Amount KZH-ING-1 LLC
----------------------------
$496,794.83
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
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Incremental Term Loan Amount KZH-ING-2 LLC
----------------------------
$2,722,255.62
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
Incremental Term Loan Amount KZH-ING-3 LLC
----------------------------
$910,790.52
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Agent
Incremental Term Loan Amount THE NATIONAL BANK OF CANADA
----------------------------
$4,040,328.14
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: Vice President
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President and Manager
Incremental Term Loan Amount PILGRIM AMERICA PRIME RATE TRUST
----------------------------
$3,629,674.16 By: ING Pilgrim Investments,
as its Investment Manager
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
-------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇
Title: Assistant Vice President
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Incremental Term Loan Amount ▇▇▇ ▇▇▇▇▇▇
---------------------------- PRIME RATE INCOME TRUST
$5,381,201.19 By: ▇▇▇ ▇▇▇▇▇▇ Investment Advisory Corp.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Principal
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CONSENTED TO:
THE CHASE MANHATTAN BANK
as Administrative Agent
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇
Title: Vice President
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ANNEX A
Amortization Schedule
Date Amount
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December 31, 2001 $ 225,000.00
June 30, 2002 $ 225,000.00
December 31, 2002 $ 225,000.00
June 30, 2003 $ 225,000.00
December 31, 2003 $ 225,000.00
June 30, 2004 $ 225,000.00
December 31, 2004 $ 225,000.00
June 30, 2005 $ 225,000.00
December 31, 2005 $ 225,000.00
June 30, 2006 $ 225,000.00
December 31, 2006 $ 225,000.00
June 30, 2007 $ 225,000.00
December 31, 2007 $ 225,000.00
June 30, 2008 $ 225,000.00
September 30, 2008 $ 13,956,975.00
Incremental Maturity Date $ 27,893,025.00
