EX-99.2 4 file003.txt INCREMENTAL TERM LOAN ACTIVATION NOTICE EXHIBIT 99.2 ------------ 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 -2- 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. -3- METALDYNE COMPANY LLC By /s/ James Tompkins ------------------------------------- Name: James Tompkins Title: Vice President and Treasurer Incremental Term Loan Amount CIBC, INC. ---------------------------- $6,115,970.40 By /s/ Willam J. Kaslo, Jr. ------------------------------------- Name: William J. Kaslo, Jr. Title: Managing Director Incremental Term Loan Amount THE CIT GROUP/EQUIPMENT FINANCING INC. ---------------------------- $3,630,884.86 By /s/ Mike Hampton ------------------------------------- Name: Mike Hampton Title: Assistant Vice President Incremental Term Loan Agreement THE BANK OF NOVA SCOTIA ------------------------------- $3,232,262.51 By /s/ F.C.H. Ashby ------------------------------------- Name: F.C.H. Ashby Title: Senior Manager Loan Operations Incremental Term Loan Amount FLEET CAPITAL CORPORATION ---------------------------- $4,040,328.14 By /s/ Robert J. Lund ------------------------------------- Name: Robert J. Lund Title: Senior Vice President -4- Incremental Term Loan Amount BANK ONE, N.A. ---------------------------- $4,040,328.14 By /s/ Richard H. Huttenlocher ------------------------------------- Name: Richard H. Huttenlocher Title: Senior Vice President Incremental Term Loan Amount DRESDNER BANK AG, NEW YORK AND GRAND ---------------------------- CAYMAN BRANCHES $5,444,511.24 By /s/ Feraaz Kamran ------------------------------------- Name: Feraaz Kamran Title: Asst. Vice President By /s/ Gabriela Fields ------------------------------------- Name: Gabriela Fields Title: Associate Incremental Term Loan Amount ING CAPITAL SENIOR SECURED HIGH INCOME ---------------------------- FUND HOLDINGS, LTD. $1,314,670.26 By /s/ Michael J. Campbell ------------------------------------- Name: Michael J. Campbell Title: Managing Director Incremental Term Loan Amount KZH-ING-1 LLC ---------------------------- $496,794.83 By /s/ Kimberly Rowe ------------------------------------- Name: Kimberly Rowe Title: Authorized Agent -5- Incremental Term Loan Amount KZH-ING-2 LLC ---------------------------- $2,722,255.62 By /s/ Kimberly Rowe ------------------------------------- Name: Kimberly Rowe Title: Authorized Agent Incremental Term Loan Amount KZH-ING-3 LLC ---------------------------- $910,790.52 By /s/ Kimberly Rowe ------------------------------------- Name: Kimberly Rowe Title: Authorized Agent Incremental Term Loan Amount THE NATIONAL BANK OF CANADA ---------------------------- $4,040,328.14 By /s/ Thomas W. Buda, Jr. ------------------------------------- Name: Thomas W. Buda, Jr. Title: Vice President By /s/ Duane K. Bedard ------------------------------------- Name: Duane K. Bedard 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/ Mark F. Haak ------------------------------------- Name: Mark F. Haak Title: Assistant Vice President -6- Incremental Term Loan Amount VAN KAMPEN ---------------------------- PRIME RATE INCOME TRUST $5,381,201.19 By: Van Kampen Investment Advisory Corp. By /s/ Darvin D. Pierce ----------------------------------- Name: Darvin D. Pierce Title: Principal -7- CONSENTED TO: THE CHASE MANHATTAN BANK as Administrative Agent By: /s/ Richard Duker ----------------------------------- Name: Richard Duker Title: Vice President -8- ANNEX A Amortization Schedule Date Amount ---- ------ 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