10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 28, 2003

Commission file number 1-12068

METALDYNE CORPORATION

(Formerly known as Mascotech, Inc.)

(Exact name of registrant as specified in its charter)

Delaware				38-2513957
(State of Incorporation)				(I.R.S. Employer Identification No.)
47659 Halyard Drive, Plymouth, Michigan				48170-2429
(Address of Principal Executive Offices)				(Zip Code)

Registrant's telephone number, including area code: 734-207-6200

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $1.00 par Value

Name of each exhange on which registered
None

Securities registered pursuant to Section 12(g) of the Act:
None

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.    Yes        No   

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    

Indicate by check mark whether the Registrant is an accelerated filer.    Yes        No   

There is currently no public market for the Registrant's Common Stock.

Number of shares outstanding of the Registrant's Common Stock at November 1, 2004: 42,844,760, par value $1.00 per share.

Documents incorporated by reference: None.

TABLE OF CONTENTS

ITEM								Page
PART I
1.				Business					5
2.				Properties					18
3.				Legal Proceedings					19
4.				Submission of Matters to a Vote of Security Holders					19
PART II
5.				Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities					20
6.				Selected Financial Data					20
7.				Management's Discussion and Analysis of Financial Condition and Results of Operations					22
7A.				Quantitative and Qualitative Disclosures about Market Risk					47
8.				Financial Statements and Supplementary Data					48
9.				Changes in and Disagreements with Accountants on Accounting and Financial Disclosure					106
9A.				Controls and Procedures					106
9B.				Other Information					109
PART III
10.				Directors and Executive Officers of the Registrant					110
11.				Executive Compensation					113
12.				Security Ownership of Certain Beneficial Owners and Management					116
13.				Certain Relationships and Related Transactions					117
14.				Principal Accounting Fees and Services					123
PART IV
15.				Exhibits, Financial Statement Schedule					124
Signatures									128
FINANCIAL STATEMENT SCHEDULE
Metaldyne Corporation Financial Statement Schedule									129

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PART I

Caution Concerning Forward Looking Statements and Certain Risks Related to Our Business and Our Company — Safe Harbor Statements

This report contains statements reflecting the Company's views about its future performance, its financial condition, its markets and many other matters that constitute "forward-looking statements." These views involve risks and uncertainties that are difficult to predict and may cause the Company's actual results and/or expectations about various matters to differ significantly from those discussed in such forward-looking statements. All statements, other than statements of historical fact included in this annual report, regarding our strategy, future operations, financial condition, expected results and costs, new business, estimated revenues and losses, prospects and plans are forward-looking statements. When used in this annual report, the words "will," "believe," "anticipate," "intend," "estimate," "expect," "project" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. You should not place undue reliance on these forward-looking statements. All forward-looking statements speak only as of the date of this annual report and we undertake no obligation to update such information. Readers should consider that various factors may affect whether actual results and experience correspond with our forward-looking statements and that many of these factors also represent risks attendant to owning securities in the Company, including the following:

•

Dependence on Automotive Industry and Industry Cyclicality — The industries in which we operate depend upon general economic conditions and are highly cyclical. Our performance is affected particularly by new vehicle sales, which can be highly sensitive to changes in interest rates, consumer confidence and fuel costs. We experience sales declines during the third calendar quarter as a result of scheduled OEM shutdowns.

•	Customer Concentration — Our base of customers is concentrated among original equipment manufacturers in North America, particularly the large automotive manufacturers, and the loss of business from a major customer, the discontinuance of particular vehicle models or a change in regulations or auto consumer preferences could materially adversely affect us.

•	Ability to Finance Capital Requirements — Our business is capital intensive. We have made substantial capital investments to improve capacity and productivity and to meet customer requirements. More investment is required to maintain and expand our future business awards. If we are unable to meet future capital requirements, our business may be materially adversely affected.

•

Increases in Costs Due to Our Supply Base and Raw Materials — Increases in our raw material or energy costs or the loss of a substantial number of our suppliers could negatively affect our financial health and results. In particular, we have been recently adversely impacted by steel costs, which we have been unable to wholly mitigate. In addition, certain of our suppliers have suffered financial distress, which may materially adversely impact us as well in terms of the potential for interrupted supply, unfavorable payment terms and/or higher prices. Specifically, two of our largest suppliers have recently declared bankruptcy, and are in the process of reorganizing. The effect on the Company from these bankruptcies is unknown, but they could result in the Company paying higher prices, having less favorable payment terms and/or having interrupted supply of parts.

•

Our Industries are Highly Competitive — Continuing trends among our customers will increase competitive pressures in our businesses. Certain of our competitors have greater financial resources and, in some cases, we compete with our own customers. The continuing trend towards limiting outside suppliers involves significant risks, as well as opportunities, and has increased competition. We have experienced and may continue to experience adverse pricing pressures as a result.

•	Changing Technology — Our products are subject to changing technology, which could place us at a competitive disadvantage relative to alternative products introduced by competitors. We may

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	require significant ongoing and recurring additional capital expenditures and investment in research and development, manufacturing and other areas to remain competitive.

•	Challenges of Acquisition Strategy — We intend to actively pursue acquisitions and/or joint ventures but we may not be able to identify attractive acquisition and/or joint venture candidates, successfully integrate our acquired operations or realize the intended benefits of our acquisitions and/or joint ventures, particularly with respect to any acquisitions outside North America.

•	Dependence on Key Personnel and Relationships — We depend on the services of key individuals, particularly our executive officers, and our relationship with our controlling stockholder. The loss of any key individual or change in our relationship with our controlling stockholder could materially and adversely harm us.

•	Labor Stoppages Affecting OEMs — We may be subject to work stoppages at our facilities or those of our principal customers or suppliers, which could materially and adversely harm us.

•	Outsourcing Trend — Our strategies may not succeed if anticipated outsourcing among automotive manufacturers fails to materialize to the extent we have assumed. Principal risks to continued outsourcing are union/labor considerations and objections.

•	International Sales — A growing portion of our revenue may be derived from international sources, which exposes us to certain risks, such as foreign trade restrictions, government embargoes, tariffs, foreign currency risks, expatriation risks and political instability.

•

Product Liability and Warranty Claims — We may incur material losses and costs as a result of product liability and warranty claims that may be brought against us in the event that the use of our current and formerly manufactured or sold products results, or is alleged to result, in bodily injury and/or property damage. In addition, claims may be asserted against us in respect of formerly owned operations, such as TriMas, for which we are indemnified. In the event of financial difficulties, TriMas may be unable to satisfy indemnification claims.

•	Environmental Matters — Our business may be materially and adversely affected by compliance obligations and liabilities under environmental laws and regulations.

•	Control by Principal Stockholder — We are controlled by Heartland, whose interests in our business may be different than other investors in the Company.

•	Terms of Stockholders Agreement — Provisions of a stockholders agreement among the majority of our stockholders impose significant operating and financial restrictions on our business without certain stockholder agreement. In the event our significant stockholders are unable to agree on certain actions, we may be materially and adversely impacted.

•	Leverage; Ability to Service Debt — We may not be able to manage our business as we might otherwise do so due to our high degree of leverage. Our high degree of leverage means that we must dedicate significant cash flow to debt service. By doing so, we will have greater difficulty in meeting other important commercial and financial obligations or in pursuing various strategies and opportunities.

•

Substantial Restrictions and Covenants — Restrictions in our debt instruments limit our ability to take certain actions, including to incur further debt, finance capital expenditures, pay dividends and sell or acquire assets or businesses. These restrictions may prevent us from taking actions in the interests of our securityholders. In addition, our ability to comply with our financial covenants in our debt instruments may be impacted by numerous matters, including matters beyond our control. In the event we are unable to satisfy these covenants in the future, we will be in default and may be materially and adversely impacted.

•	Implementation of Control Improvements — We have not yet completed implementation of our current plans to improve our internal controls and may be unable to remedy certain internal control weaknesses identified by our independent auditors and take other actions to meet our 2005 compliance deadline for Section 404 of the Sarbanes-Oxley Act of 2002.

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•

Impact of Restatement — The disclosure of the restatement and weaknesses in our internal control over financial reporting may adversely impact the confidence of those with whom we have commercial or financial relationships. Our conclusions and actions relative to the restatement and our control weaknesses is subject to scrutiny in the future, including review by the Securities and Exchange Commission in connection with its ordinary course review of our public filings and disclosures or otherwise. In addition, as described further in Item 6 of this Form 10-K, the Company has not presented certain information for periods prior to the acquisition of the Company in November 2000 in the "Selected Financial Data" tables. We have requested a waiver from the Securities and Exchange Commission for relief from this requirement. However, it is possible that the Staff may not grant such relief, in which case the Company may be required to amend this report to include such information. Because the necessary financial information for the periods prior to the Company's recapitalization date is not available, it is uncertain whether the Company could comply with such a requirement. Should that be the case, our filing would continue to be deficient and we would not have access to the public debt and equity markets.

We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

There are few published independent sources for data related to the markets for many of our products. To the extent we are able to obtain or derive data from independent sources, we have done so. In particular, we used a report produced by the Ducker Research Company, Inc. profiling North American Forging, Foundry and Machinery Industries prepared in 2000 for Heartland Industrial Partners, L.P., our largest shareholder. To the extent information in the Ducker Report is dated, we have expressed our belief by extrapolating data from the Ducker Report using other publicly available information about the competitors and products addressed in the Ducker Report. To the extent information is otherwise not obtained or derived from independent sources, we have expressed our belief based on our own internal analyses and estimates of our and our competitors' products and capabilities. We note that many of the industries in which we compete are characterized by competition among a small number of large suppliers. Industry publications and surveys and forecasts that we have used generally state that the information contained therein has been obtained from sources believed to be reliable. We have not independently verified any of the data from third-party sources nor have we ascertained the underlying assumptions or bases for any such information. In general, when we say we are a "leader" or a "leading" manufacturer or make similar statements about ourselves, we are expressing our belief that we formulated principally from our estimates and experiences in, and knowledge of, the markets in which we compete. In some cases, we possess independent data to support our position, but that data may not be sufficient in isolation for us to reach the conclusions that we have reached without our knowledge of our markets and businesses.

In addition to the foregoing, readers of this annual report are cautioned that, prior to the announcement of the Independent Investigation referred to herein, the Commission provided the Company with comments in the ordinary course on its filings under the Securities Exchange Act of 1934 as amended. The Company believes that it has supplementally or in this report adequately responded to the Staff's comments on the Company's filings. However, it is entirely possible that disclosure may change as a result of the Commission's review of this filing and the Company's responses to those comments. In addition, the Company has not included certain historical selected financial data, as discussed under Item 6 of this annual report, and the Commission may comment that this Form 10-K must be amended for the inclusion of such information.

Item 1.    Business.

Metaldyne Corporation ("Metaldyne" or "the Company") is a leading global manufacturer of highly engineered metal components for the global light vehicle market. Our products include metal-formed and precision-engineered components and modular systems used in vehicle transmission, engine and chassis applications. We serve approximately 200 automotive and industrial customers, with our top ten customers representing approximately 65% of our total 2003 sales.

Our products are sold primarily to both North American and international light vehicle original equipment manufacturers, or OEMs, and Tier I component assemblers and provide content for

5

approximately 90% of the top 40 NAFTA light vehicles produced in 2003. Tier I component assemblers are direct suppliers to OEMs of integrated modules, such as a complete engine assembly or drivetrain assembly. Our metal forming processes include cold, warm and hot forging, forged and conventional powder metal, tubular fabrications and precision-aluminum die castings. In addition, we perform design, engineering, machining, finishing and assembly functions. At December 28, 2003, we had approximately 7,000 employees and more than 40 owned or leased manufacturing facilities worldwide.

In North America, we believe that we have leading market shares in several of our products. We are the largest independent forming company, the second largest independent "machining and assembly" supplier, and one of the largest powder metal manufacturers for light vehicle applications. We believe our scale and combined capabilities represent a significant competitive advantage over our competitors, many of which are smaller and do not have the ability to combine metal forming with machining and sub-assembly capabilities. Our customers include BMW, Dana, DaimlerChrysler, Ford, General Motors, Delphi, Honda, New Venture Gear, Nissan, Renault, Toyota, TRW and Visteon.

We have organized our businesses into three principal product segments: Driveline, Engine and Chassis segments.

Driveline Segment.    Driveline is a leading independent manufacturer of components, modules and systems, including precision shafts, hydraulic controls, hot and cold forgings and integrated program management used in a broad range of transmission applications. We believe that we have leading market shares in several product areas, including transmission and transfer case shafts, transmission valve bodies, cold extrusion and Hatebur hot forgings.

Engine Segment.    Engine is a leading supplier of a broad range of engine components, modules and systems. The segment manufactures powder metal, forged and tubular fabricated products used for a variety of applications, including balance shaft modules and front cover assemblies. We believe that we have leading market shares in forged powder metal connecting rods.

Chassis Segment.    Chassis is a leading supplier of components, modules and systems used in a variety of engineered chassis applications, including wheel-ends, knuckles and mini-corner assemblies. This segment utilizes a variety of machining and assembly processes and technologies. We apply full-service integrated machining and assembly capabilities to an array of chassis components.

Recent Developments

Restatement of Financial Statements and Completion of Independent Investigation — In September 2004, the Company announced the completion of an Independent Investigation into certain accounting matters (the "Independent Investigation") and management and the audit committee's determination that certain previously issued financial statements required restatement. The Company's financial statements for fiscal years 2001 and 2002 included in this Form 10-K have been restated to reflect adjustments to previously reported information on Form 10-K, as described herein. In addition, we will be filing amendments to our quarterly reports on Form 10-Q for the first three quarters of fiscal 2003 concurrent with the filing of our 2004 Form 10-Q's. While certain of the matters that are the subject of the restatement would affect periods prior to 2001, the Company has not presented such periods prior to the acquisition of the Company in November 2000 in "Selected Financial Data" in this Form 10-K for reasons discussed under Item 6. In the interest of filing this Form 10-K as promptly as possible, the Company has omitted such financial data due to the material difficulties the Company has encountered in determining the adjustments necessary to prepare the financial statements for these periods. The Company has requested a waiver of the requirement for such information from the Securities and Exchange Commission. The restatement adjustments address [1] inappropriate actions taken at the Sintered Division by correcting overstated balances for property, plant and equipment and recognizing lower depreciation expense and recognizing the continuing effect of adjustments made in prior periods on previously reported balances of other accounts such as accounts payable and accounts receivable; [2] the correction of certain journal entries, primarily relating to the "smoothing" of earnings through adjustments to certain tooling, accrual and allowance accounts, identified by the Independent Investigation; and [3] other adjustments identified during the Company's review. Reference is made to Item 8, Note 2 to the Company's audited consolidated financial statements included herein for greater detail on these restatement adjustments.

6

The following table presents the impact of the restatement adjustment for the nine months ended September 28, 2003 and the years ended December 29, 2002 and December 31, 2001.

				(In millions, all amounts before taxes)
				Nine Months Ended September 28, 2003
									2002				Year Ended 2001				Total
Sintered restatement				$	(2.2	)		$	(4.7	)		$	0.9			$	(6.0	)
Tooling, accrual and allowance analysis					(0.2	)			(0.6	)			0.2				(0.6	)
Other adjustments					(0.7	)			—				(0.2	)			(0.9	)
Income tax effect					1.1				2.0				(0.4	)			2.7
Net adjustments				$	(2.0	)		$	(3.3	)		$	0.5			$	(4.8	)

In addition, the Company has recorded a restatement adjustment to increase goodwill by approximately $22 million as of the November 2000 acquisition date of the Company. The goodwill adjustment primarily reflects a correction to decrease fixed assets and increase accounts payable balances, net of related tax effects, at the date of November 2000 recapitalization of the Company.

The Company has been in contact with the Securities and Exchange Commission concerning the status of the Independent Investigation. The Company has not been advised that the Commission will conduct a formal investigation into the facts and circumstances giving rise to the restatement. If such an investigation is conducted, the Company cannot predict the outcome of such an inquiry.

The restatement arose primarily out of information obtained through an investigation conducted by an independent director of the Company, with the assistance of an independent counsel, Sidley Austin Brown & Wood LLP, and the forensic accounting group of Deloitte & Touche LLP. The investigation was initiated as a result of certain admissions made by an employee of the Company and information obtained by the Company's internal audit staff. This investigation expanded beyond its initial focus on overstatements and understatements of income at the Company's Sintered Division into accounting practices in other areas of the Company concerning the smoothing of earnings through use of accrual and allowance accounts and the recognition of tooling income. The Independent Investigation covered the period from 2001 through 2003, although certain activites and practices in question were initiated during, or related to, periods prior to the acquisition of the Company by its current controlling stockholders in November 2000. As discussed further in Item 9A of this Form 10-K, the Independent Investigation revealed a number of weaknesses with financial controls and the Company has implemented, or adopted plans to implement, a number of measures intended to address these matters of weakness and will continue to consider further measures. Remedial measures to compensate for the weaknesses identified by the Independent Investigation include additional oversight, centralized reconciliations and personnel realignments.

Recent Bank Waivers and Amendment — In connection with obtaining recent waivers under our senior credit facility pertaining to our inability to provide audited financial statements during the course of the Independent Investigation and the restatement discussed above, the Company obtained a waiver through November 15, 2004, of the default of a covenant caused by the delay in filing of our first and second quarter 2004 financial statements and our audited financial statements for 2003. We also requested and received a modification to increase our leverage covenant from 4.50x to 4.75x for the fourth quarter of 2004.

Effect of Independent Investigation on Covenants and Liquidity — Due to the delay in filing our financial statements as a result of the Independent Investigation and the restatement, we were required to seek waivers from our senior bank group, accounts receivable financing providers and certain lessors under sale-leaseback arrangements. Furthermore, prior to this filing, we did not comply with a covenant related to the delivery of financial statements for our 11% senior subordinated notes due in 2012 and the 10% senior notes due in 2013. However, we have not received a notice of default from either the trustee or the holders of such notes for either of these two securities. During this time period, we have continued to have adequate access to our accounts receivable securitization and revolving credit facilities. Upon completion and delivery of our financial statements to the SEC (Form 10-K for 2003 and Form 10-Q for

7

the first two quarters of 2004), we will no longer require extensions of these waivers, or be in violation of any covenants on our notes discussed above.

New Castle Acquisition — We completed a transaction with DaimlerChrysler Corporation ("DaimlerChrysler") that transferred full ownership of the New Castle Machining and Forge ("New Castle") manufacturing operations to Metaldyne on December 31, 2003. Throughout 2003, New Castle was managed as a joint venture between Metaldyne and DaimlerChrysler, known as NC-M Chassis Systems, LLC. The New Castle facility manufactures suspension and powertrain components for Chrysler, Jeep and Dodge vehicles. In addition, Metaldyne has launched initiatives to expand the customer base beyond DaimlerChrysler. The New Castle manufacturing operations are part of our Chassis segment. This facility has over 900 employees, with annual revenue of approximately $400 million in 2003. This acquisition considerably expanded the Company's technical capacity, manufacturing capacity and vehicle content in its Chassis segment.

Divestiture — On February 1, 2004, we completed the sale of two aluminum die casting facilities and the associated businesses within our Driveline segment to Lester PDC, Limited. These two facilities had 2003 combined sales of approximately $60 million and an operating loss of approximately $9 million.

Restructuring Activity — In the fourth quarter of 2003, we initiated several restructuring plans to realign our cost base at corporate headquarters and within the Driveline segment. The total charge incurred as a result of these actions was $6.8 million, and represents primarily severance actions for redundant employees. Specifically, our corporate human resources, information technology and sales forces were restructured to reduce salary headcount. Our Driveline segment reduced staffing at its forging operations and administrative departments to eliminate redundant positions and realign its cost base to reflect the pending sale of the two aluminum die casting facilities and reduced sales volume in the forging business.

Market Opportunities and Growth Strategies

In order to reduce costs and consolidate volume with full scale suppliers, we believe OEMs and Tier I suppliers will continue to seek to outsource the design, manufacture and assembly of fully integrated, modular assemblies of metal parts in engine, transmission and chassis. We believe that the following favorable market factors have driven and will continue to drive the domestic OEM's desire to continue outsourcing:

•	in many cases, full-scale suppliers have lower production costs than OEMs and are able to provide significant cost reduction opportunities;

•	OEMs are consolidating their supply base among global, full service suppliers capable of meeting the OEM's needs uniformly across their geographic production base; and

•	emissions, fuel economy and customer preferences are driving the design of a new generation of components for engine, transmission and chassis applications to increase efficiency and performance and to reduce weight.

Our strategy is to take advantage of our leading market position in the manufacture of highly engineered metal components to (i) expand our leadership as a supplier of high-quality, low-cost metal formed components, and (ii) become one of the leading suppliers of high-quality low-cost metal formed assemblies and modules, to the global light vehicle industry. Key elements of our strategy include the following:

•

Focus on Full-Service, Integrated Supply Opportunities.    By offering a full complement of metal solutions, we believe we provide OEMs with "one-stop" shopping to optimize weight, cost, stress, durability, fatigue resistance and other metal component attributes of products. We believe that our capabilities in engineering, design, machining and assembly position us to capture a greater share of the "value chain" and deliver to customers finished assemblies and modules rather than independent parts. Currently, OEMs satisfy a significant portion of their metal forming and assembly requirements with in-house production and assembly of purchased components. We believe that, as OEMs seek to outsource the design and manufacture of parts, they will choose

8

suppliers with expertise in multiple metal-forming technologies and the ability to design, engineer and assemble components rather than supply independent parts. We believe that it is widely accepted within our industry that OEM's and Tier 1 suppliers will continue to seek to outsource the design, manufacture and assembly of metal parts in engine, transmission and chassis. For example, the principal purpose of our recent acquisition of the New Castle, Indiana facility from DaimlerChrysler was to allow DaimlerChrysler to outsource to us items previously manufactured in-house. We intend to enhance our strengths in forged steel, powder metal and precision-aluminum die cast components by adding additional engineering design and machining and assembly capabilities.

•

Increase Content Per Vehicle.    We are aggressively pursuing new business opportunities to supply a large portion of value-added content utilizing our integrated capabilities. These opportunities can result in significant increases in content per vehicle on related programs. For example, where we used to produce and sell a balance shaft for approximately $15 per unit, we have now been awarded the entire balance shaft module for approximately $70 per unit on the future model of this same vehicle.

In 2003, our content per vehicle in North America was approximately $75 and we expect to materially increase our content per vehicle as a result of new business awards that we are pursuing. Prior to our acquisitions of Simpson Industries in late 2000 and GMTI in early 2001, we primarily marketed single components, such as individual gears or shafts. As a result of these acquisitions and significant additional investment in our engineering and design groups, we have enhanced our capabilities in process technology which allows us to make entire sub assemblies and modules that may, for example, be composed of many component gears or shafts. We have been actively marketing these increased capabilities over the last several years and have been successful in increasing our content on future Drivetrain, Chassis and Engine platforms.

•

Leverage Our Engineering, Design and Information Technology Capabilities.    We believe that in order to effectively develop total metal component and assembly solutions, research, development and design elements must be integrated with product fabrication, machining, finishing and assembly. We believe that our scale and product line relative to most of our competitors enable us to efficiently invest in engineering, design and information capabilities. For example, we designed and developed a front engine module that integrates multiple components into one fully tested end item that increased the products' performance and durability while reducing noise/vibration effects and overall system costs.

•

Continue To Pursue Cost Savings Opportunities And Operating Synergies.    We have pursued, and will continue to pursue, cost savings that enhance our competitive position in serving OEMs and Tier I suppliers. In 2002 and 2003, we implemented a comprehensive shared services platform for a range of overhead functions including finance, information technology, procurement and human resources. We believe the shared services program will improve management information and result in significant future cost savings. We also believe that shared services will allow us to better utilize our working capital due to centralized management of accounts payable, accounts receivable and payroll activities. We believe we have additional opportunities to improve our margins as we achieve operating synergies with increased volumes and continue to vertically integrate our machining and assembly capacity with our metal forming abilities.

•

Pursue Strategic Combinations And Global Expansion Opportunities.    We plan to continue to pursue acquisitions that strategically expand our metal and process capabilities and contribute to our geographic diversity and market share. Global expansion is an important component of our growth strategy since a significant portion of the global market for engineered metal parts is outside of North America. Furthermore, as OEMs continue to consolidate their supply base, we believe they are seeking global suppliers that can provide seamless product delivery across their geographic production regions. Our ability to execute this strategy may be limited by restrictions within our credit agreement.

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Operating Segments

The following table sets forth for the three years ended and as of December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), the net sales, operating profit, Adjusted EBITDA and net assets for our operating segments. GMTI results have been included since January 4, 2001, and TriMas results are included up to its divestiture on June 6, 2002.

				Net Sales (In thousands)
				2003				2002				2001
								(Restated)(1)				(Restated)(1)
Automotive Group
Chassis				$	117,080			$	143,650			$	137,050
Driveline					790,750				807,010				789,720
Engine					600,370				512,960				474,020
Automotive Group					1,508,200				1,463,620				1,400,790
TriMas Group (2)					—				328,580				726,600
Total Sales				$	1,508,200			$	1,792,200			$	2,127,390

				Operating Profit (In thousands)
				2003				2002				2001(3)
								(Restated)(1)				(Restated)(1)
Automotive Group
Chassis				$	820			$	8,190
Driveline					12,740				54,730
Engine					49,700				32,740
Automotive Operating				$	63,260			$	95,660			$	83,890
Automotive/centralized resources ("Corporate")					(42,960	)			(33,090	)			(25,440	)
Automotive Group					20,300				62,570				58,450
TriMas Group (2)					—				46,140				69,490
Total operating profit				$	20,300			$	108,710			$	127,940

				Adjusted EBITDA(4) (In thousands)
				2003				2002				2001(3)
								(Restated)(1)				(Restated)(1)
Automotive Group
Chassis				$	6,650			$	13,520
Driveline					71,590				100,590
Engine					87,480				63,370
Automotive Operating Adjusted EBITDA				$	165,720			$	177,480			$	180,750
Automotive/centralized resources ("Corporate")					(31,720	)			(17,250	)			(11,730	)
Automotive Group				$	134,000			$	160,230			$	169,020
TriMas Group (2)					—				62,400				126,470
Total Adjusted EBITDA				$	134,000			$	222,630			$	295,490

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				Total Assets (In thousands)
				2003				2002				2001
								(Restated)(1)				(Restated)(1)(2)(3)
Automotive Group
Chassis				$	121,260			$	148,260
Driveline					953,520				865,120
Engine					733,920				653,700
Automotive Group					1,808,700				1,667,080			$	1,193,390
TriMas Group					—				—				1,087,990
Corporate					203,160				350,910				665,380
Total				$	2,011,860			$	2,017,990			$	2,946,760

(1)	See Item 8, "Financial Statements and Supplementary Data" Note 2 to the Company's audited consolidated financial statements regarding the restatement of the Company's previously issued financial statements for the fiscal years ended December 29, 2002 and December 31, 2001.

(2)	TriMas Group is included in our financial results through June 6, 2002, the date of its divestiture. Subsequent to June 6, 2002, our equity share in TriMas' earnings (loss) is included in "Automotive/centralized resources ("Corporate")."

(3)

Due to an organizational change that occurred in the beginning of 2002, it is impracticable to present operating profit and Adjusted EBITDA for each of our segments in prior periods. During this reorganization, we moved from a process organization (forgings, machining, castings) to a product line organization. As a result, we restructured our overhead expenses to fit this new organization and moved some products between facilities to accommodate the new product line focus.

(4)

See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a complete reconciliation of Adjusted EBITDA to net loss. Adjusted EBITDA is defined as net income (loss) before cumulative effect of accounting change and before interest, taxes, depreciation, amortization, asset impairments, non-cash losses on sale-leaseback of property and equipment and non-cash restricted stock award expense. In evaluating Adjusted EBITDA, our management deems it important to consider the quality of our underlying earnings by separately identifying certain costs undertaken to improve our results, such as costs related to consolidating facilities and businesses in an effort to eliminate duplicative costs or achieve efficiencies, costs related to integrating acquisitions and restructuring costs related to expense reduction efforts. Although our consolidation, restructuring and integration efforts are continuing and driven in part by our acquisition activity, our management eliminates these costs to evaluate underlying business performance. Caution must be exercised in eliminating these items as they include substantially (but not necessarily entirely) cash costs and there can be no assurance that we will ultimately realize the benefits of these efforts. Moreover, even if the anticipated benefits are realized, they may be offset by other business performance or general economic issues.

Our three segments seek to provide innovative, cost-effective solutions by using a range of metals and processes. By having a range of metals and processes, we are not committed to a single solution and we are able to optimize the range of functionality, durability, quality, cost and weight for our customers. Various metals and processes that we utilize are described below:

Forging.    This operation is part of our Driveline segment. We offer expertise in all forging processes, including hot, warm and cold forging. At our Royal Oak, Michigan facility, we have North America's largest concentration of Hatabur/Hotmatics hot forging machines. These state-of-the-art machines forge concentric parts using the full range of carbon and alloy steels into finished shapes at rates from 70 to 120 pieces per minute. Hot forging processes deliver high-volume products, including transmission and transfer case components such as gear blanks and bearing races, as well as wheel-end components such as wheel hubs and spindles. For parts requiring a higher degree of precision than hot forging, we offer complete warm forging capabilities. Warm forging is ideal for producing complex shapes with desirable grain flow, refined surface finishes and tighter dimensional controls. Some examples of current production include net-formed differential side gear and pinions, CV-Joint races and "spiders" and differential stem pinions. Warm forging eliminates the need for heat treat normalizing, allowing near-net to net-shaped components to be produced without a structural change in the raw material. We are capable of processing 300 million precision cold forged parts annually using low carbon through medium carbon and alloy steels. Examples of precision cold forged components produced with near-net and net tolerances include transmissions, turbine shafts and transfer case shafts with internal and external splines. Our cold forging processes yield products that deliver near-net and net tolerances to minimize additional machining, yet offer enhanced physical properties and a refined surface finish.

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Powder Metal.    This operation is part of our Engine segment. We manufacture a wide range of both forged powder metal and conventional, processed, powder metal products for the transportation industry. In addition, we believe we have an 80% share of the NAFTA market for forged powder metal engine connecting rods, and we manufacture a full range of conventionally sintered powder metal components, including engine bearing caps, transfer case sprockets, rocker arm fulcrums and torque converter hubs. Certain forged and casted steel processes are being replaced by powder metal technology because of its superior performance, lighter weight and value. By offering tight tolerances plus net and near-net capabilities, our powder metal components can significantly reduce the need for machining.

Tubular Fabrications.    This operation is part of our Engine segment. We supply high quality tubular products for exhaust, engine and fuel systems. Our extensive engineering and manufacturing technologies include CNC bending, laser cutting and robotic welding. These capabilities enable us to fabricate a wide range of tubular products, including exhaust manifolds, downpipes, crossover pipes, turbo exhaust tubes, fluid lines and specialty tubular products. The advantages of our tubular fabrications are found in the use of stainless steel versus cast iron, which allow for reductions in weight and heat absorption, while enhancing performance and durability.

Machining and Assembly.    We have machining and assembly operations in each of our three segments. We design and manufacture precision-engineered components and modular systems for passenger and sport utility vehicles, light- and heavy-duty trucks and diesel engines. We believe that we provide cost effective, quality assured assemblies and modules that allow the customer to build engines and vehicles faster and more efficiently.

•

Engine Segment.    We design and manufacture torsional crankshaft dampers, which reduce and eliminate engine and drivetrain noise and vibration. We produce integrated front engine cover assemblies that combine items such as the oil and water pumps. This integrated solution provides OEMs with a simplified process by which to attach the water and oil pumps to the front engine cover subsystem thereby lowering the assembly costs. Modular engine products include oil pumps, balance shaft modules, front engine modular assemblies and water pumps, all of which impact engine durability, reliability and life expectancy.

•	Chassis Segment.    We produce wheel spindles, steering knuckles and hub assemblies, all of which are key components affecting the smoothness of a driver's ride and the handling and safety of an automobile. We apply full-service integrated machining and assembly capabilities to metal-based components to provide the customer with value-added complete components, assemblies and modules.

•	Driveline Segment.    We design, machine and assemble a variety of products including transfer case subassemblies, gear machining and assemblies, transmission modules and differential cases.

Customers

In 2003, approximately 51% of our sales were direct to OEMs. Sales to various divisions and subsidiaries of Ford Motor Company, DaimlerChrysler Corporation, General Motor Corporation and New Venture Gear accounted for a significant portion of our net sales, summarized below. Except for these sales, no material portion of our business is dependent upon any one customer, although we are generally subject to those risks inherent in having a focus on automotive products.

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				2003								(In thousands) 2002*								2001*
												(Restated)								(Restated)
Customer				$				%				$				%				$				%
Ford Motor Company				$	254				16.9	%		$	257				17.5	%		$	232				16.6	%
DaimlerChrysler Corporation					158				10.5	%			175				12.0	%			145				10.4	%
General Motors Corporation					156				10.3	%			176				12.0	%			181				12.9	%
New Venture Gear					124				8.2	%			168				11.5	%			164				11.7	%
Automotive Group largest customers					692				45.9	%			776				53.0	%			722				51.6	%
Automotive Group other net sales					816				54.1	%			688				47.0	%			679				48.4	%
Total Automotive Group net sales				$	1,508				100.0	%		$	1,464				100.0	%		$	1,401				100.0	%

*	Excludes net sales to TriMas prior to our June 6, 2002 divestiture.

We typically pursue new business opportunities that feature long-term, high-volume commitments to produce highly engineered components with extensive machining and assembly requirements that are ready for installation when they reach our customers' production lines. We work closely with our customers to facilitate meaningful communication that helps our engineers identify product needs and anticipate design development. We distribute and sell our products principally to domestic and transplant OEMs and Tier 1 suppliers in North America and Europe through our own sales force. In connection with our December 2003 acquisition of New Castle, we entered into a multi-year supply agreement with DaimlerChrysler that provides us with pricing protection on products as of the date of acquisition, and special rights on bidding for additional new business with DaimlerChrysler.

New Business

From January 2001 through December 2003, we received over 220 new business awards that support future product programs beginning from 2001 through 2008. The awards extend for up to 10 years, and include metal-formed components, assemblies and modules for OEMs and Tier I customers' chassis, driveline and engine applications. Based on the sales forecast for our customers, as of December 28, 2003, our forecasted cumulative backlog approximates $900 million through 2008, which is the combination of approximately $460 million of awarded programs and approximately $440 million of programs we have identified as highly probable of being awarded but for which we have not yet received a firm purchase order.

Materials and Supply Arrangements

Raw materials and other supplies used in our operations are normally available from a variety of competing suppliers. The primary goods and materials that we procure are various forms of steel and steel processing (e.g. bar, stainless, flat roll, heat-treating), powder metal, secondary and processed aluminum, castings, forgings and energy.

We are sensitive to price movements in our raw material supply base and have therefore secured one-year or longer-term supply contracts for most of our major raw material purchases to protect against inflation and to reduce our raw material cost structure. We purchase 100% of our steel pursuant to one-year or longer-term agreements. These agreements set forth the projected amount of steel that we will buy in the next one to two-year periods. These contracts are established based upon an estimated usage amount for the term of the agreement and do not contain volume commitments. Only a significant usage variation to the contractual amount prior to the end of the contract would require the Company or our supplier to renegotiate the supply agreement. The contracts generally contain a pass through provision to reflect price movements of certain steel ingredient or alloy prices such as steel scrap, nickel and Molybdenum. This pass through is generally based on an average price for these commodities and, for the majority of our steel suppliers, is on a three-month lag (i.e. current average price movements are not reflected in the price until three months forward). We expect 2004 purchases of steel to approximate $180 million (principally Driveline segment), and aluminum (principally Driveline segment) and powder metal (principally Engine segment) to approximate between $40 and $50 million each.

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For material purchases other than steel, suppliers have typically agreed to price reductions between 0% and 5% of the total purchase price, which are negotiated annually. This price reduction is based upon the quote price as agreed with the supplier. This quote price represents the current market price as determined by the supplier.

The automotive industry has historically experienced cost savings from year-over-year decreases in material costs and increased operational efficiency. These cost savings are necessary to enable us, and our competitors, to offer price reductions to our customers and thereby remain competitive with the market. In a typical year, the materials cost savings and operational efficiency savings are offset by customer price reductions so that automotive suppliers maintain consistent operating margins period over period. In 2003, however, we incurred increases in our steel costs that we were not able to offset elsewhere with increased productivity or increased end prices from our customers. The effect of the steel price increases had an approximate $7 million negative impact on our 2003 profitability. The Section 201 steel tariffs were eliminated in December 2003, but despite the tariff repeal, steel prices have increased significantly over the last year and will negatively impact our 2004 performance. We describe the anticipated impact under "Management's Discussion and Analysis of Financial Condition and Results of Operations – Outlook."

In order to take advantage of the internet technology in the marketplace, in 2002 we implemented electronic processes for procurement of indirect materials and vendor managed inventory (VMI). Additionally, we are integrating electronic-request for quotes (e-RFQ). These processes, coupled with our global supply strategies and cost saving engineering design practices, provide us with various tools to effectively manage the supply chain and manage our working capital.

In addition, we purchase approximately $0.4 million of product annually from our former TriMas subsidiary.

Competition

The major domestic and foreign markets for our products are highly competitive. Although a number of companies of varying size compete with us, no single competitor is in substantial competition with respect to more than a few of our product lines and services. We compete primarily on the basis of product engineering, performance, technology, price and quality of service. Our major U.S. competitors in North America among the Engine segment's products include Hillsdale Tool, GKN, Palsis, Stackpole, Sinterstahl, Tesma, Favrecia, Benteler and internal "metal-forming" operations at General Motors, Ford, DaimlerChrysler and Toyota. Among the Driveline segment's products, we compete with a variety of independent suppliers, including Linamar, Tesma, Delphi, Visteon, Amcam, JL French, American Axle, Impact Forge, Tyssen-BLW, Hirschvogel, Meadville, TechFor and internal "metal-forming" operations at General Motors, Ford and DaimlerChrysler. Among our Chassis segment's products, we compete with a variety of independent suppliers, including Hayes Lemmerz, Hillsdale Tool, SMW and internal "metal-forming" operations at General Motors, Ford and DaimlerChrysler. We may also compete with some of our Tier I customers on occasion in seeking to supply the OEMs. In addition, there are several foreign companies, including Palsis, Mitec, MagnaSteyr and Brockhaus that have niche businesses supplying foreign OEMs. We believe that OEMs are likely to continue to reduce their number of suppliers and develop long term, closer relationships with their remaining suppliers. For many of our products, competitors include suppliers in other parts of the world that enjoy economic advantages such as lower labor costs, lower health care costs and, in some cases, various government subsidies.

Employees and Labor Relations

As of December 28, 2003, we employed approximately 7,000 people, of which approximately 52% were unionized. We do not have national agreements in place with any union, and our facilities are represented by a variety of different union organizations. At such date, approximately 27% of our employees were located outside the U.S. Employee relations have generally been satisfactory. The New Castle acquisition, completed on December 31, 2003, added an approximate 900 additional employees to the Company.

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Our labor contracts expire on dates between June 2005 and September 2007. From time to time, unions such as the United Auto Workers and United Steelworkers of America have sought or may seek to organize at our various facilities. We cannot predict the impact of any further unionization of our workplace.

Variability of Business

Sales are mildly seasonal, reflecting the OEM industry standard two-week production shutdown in July and one-week production shutdown in December. In addition, our OEM customers tend to incur lower production rates in the third quarter as model changes enter production. As a result, our third and fourth quarter results reflect these shutdowns and lower production rates.

Our products are typically sourced exclusively by us and future production schedules largely depend on the underlying vehicle builds. However, as our production schedule is dictated by weekly production release schedules from our customers and inventory is generally kept at low levels, production backlog orders are generally immaterial.

Environmental, Health and Safety Matters

Our operations are subject to federal, state, local and foreign laws and regulations pertaining to pollution and protection of the environment, health and safety, governing among other things, emissions to air, discharge to waters and the generation, handling, storage, treatment and disposal of waste and other materials, and remediation of contaminated sites. Some of our subsidiaries have been named as potentially responsible parties under the Federal Superfund law or similar state laws at several sites requiring cleanup based on disposal of wastes they generated. These laws generally impose liability for costs to investigate and remediate contamination without regard to fault and under certain circumstances liability may be joint and several resulting in one responsible party being held responsible for the entire obligation. Liability may also include damages to natural resources. Our businesses have incurred and likely will continue to incur expenses to investigate and clean up existing and former company-owned or leased property, including those properties made the subject of sale-leaseback transactions since late 2000 for which we have provided environmental indemnities to the lessor. We may acquire facilities with both known and unknown environmental conditions. Although we may be entitled to indemnification from the seller or other responsible party for costs incurred as a result of such conditions, we cannot assure you that such indemnity will be satisfied. We may also be held accountable for liabilities associated with former and current properties of our former TriMas businesses, which include two California sites in respect of which TriMas' subsidiaries have entered into consent decrees with many other co-defendants. We are entitled to indemnification by TriMas for such matters, but there can be no assurance that this indemnity will be satisfied.

We believe that our business, operations and facilities are being operated in compliance in all material respects with applicable environmental and health and safety laws and regulations, many of which provide for substantial fines and criminal sanctions for violations. Based on information presently known to us and accrued environmental reserves, we do not expect environmental costs or contingencies to have a material adverse effect on us. The operation of manufacturing plants entails risks in these areas, however, and there can be no assurance that we will not incur material costs or liabilities in the future which could adversely affect us. Potential material expenditures could be required in the future. For example, we may be required to comply with evolving environmental and health and safety laws, regulations or requirements that may be adopted or imposed in the future or to address newly discovered information or conditions that require a response.

Patents and Trademarks

We hold a number of U.S. and foreign patents, patent applications, licenses and trademarks. We have, and will continue to dedicate, technical resources toward the further development of our products and processes in order to maintain our competitive position in the transportation, industrial and commercial markets that we serve. We continue to invest in the design, development and testing of proprietary technologies that we believe will set our products apart from those of our competitors. Many of our

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patents cover products that relate to noise reduction (NVH), improved efficiency (increased fuel economy) and lower warranty costs for our customers driven primarily by machining technology that provides leading edge specification tolerances and thus decreases product defects caused by parts not meeting specifications. We consider our patents, patent applications, licenses, trademarks and trade names to be valuable, but do not believe that there is any reasonable likelihood of a loss of such rights that would have a material adverse effect on our operating segments or on us. However, we are often required to license certain intellectual property rights to our customers in order to obtain new program awards.

International Operations

In addition to the United States, we have a global presence with operations in Brazil, Canada, the Czech Republic, France, Germany, India, Italy, Mexico, South Korea, Spain and the United Kingdom. An important element of our strategy is to be able to provide our customers with global capabilities and solutions that can be utilized across their entire geographic production base. Products manufactured outside of the United States include Engine, Driveline and Chassis products. Engine products include isolation pulleys, viscous dampers and powder metal connecting rods. Driveline products include cold and warm forged parts such as transmission gears, and Chassis products include various wheel end products such as machined knuckles.

The following table presents our revenues for each of the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), and net assets (defined as total assets less current liabilities) and long lived assets (defined as net fixed assets, intangible and other assets and excess of cost over net assets of acquired companies) at each year ended December 28, 2003 and December 29, 2002 (as restated) by geographic area, attributed to each subsidiary's continent of domicile (as restated). Revenue and net assets from no single foreign country were material to the consolidated revenues and net assets of the Company.

				(In thousands)
				2003												2002												2001
				Sales				Total Assets				Long Lived Assets				Sales				Total Assets				Long Lived Assets				Sales
																(Restated)				(Restated)				(Restated)				(Restated)
Europe				$	296,540			$	561,120			$	343,300			$	247,370			$	363,930			$	293,500			$	250,850
Australia					—				—				—				10,850				—				—				22,030
Other North America					58,090				76,910				44,670				62,310				60,400				43,150				71,670
Total foreign				$	354,630			$	638,030			$	387,970			$	320,530			$	424,330			$	336,650			$	344,550
United States				$	1,153,570			$	1,373,830			$	1,299,880			$	1,471,670			$	1,593,600			$	1,349,900			$	1,782,840

As part of our business strategy, we intend to expand our international operations through internal growth and acquisitions. Sales outside the United States, particularly sales to emerging markets, are subject to various risks including governmental embargoes or foreign trade restrictions such as antidumping duties, changes in U.S. and foreign governmental regulations, the difficulty of enforcing agreements and collecting receivables through certain foreign local systems, foreign customers may have longer payment cycles than customers in the U.S., more expansive legal rights of foreign unions, tariffs and other trade barriers, the potential for nationalization of enterprises, foreign exchange risk and other political, economic and social instability.

TriMas Investment

We have a fully diluted interest of approximately 28% in the common stock of TriMas. The following is a brief description of TriMas. A discussion of certain terms of the stock purchase agreement providing for the TriMas divestiture and our shareholders agreement with Heartland and the other investors relating to our continuing interest in TriMas is included in Note 19,Disposition of Businesses, and Note 29, Related Party Transactions, to the Company's audited consolidated financial statements included herein.

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TriMas is a manufacturer of highly engineered products serving niche markets in a diverse range of commercial, industrial and consumer applications. While serving diverse markets, most of TriMas' businesses share important characteristics, including leading market shares, strong brand names, established distribution networks, high operating margins and relatively low capital investment requirements. For the year ended December 31, 2003, TriMas' net sales were approximately $905.4 million.

TriMas operated as an independent public company from 1989 through 1997. During such period, its sales increased through acquisitions and organic growth from $221 million to $668 million and it experienced average EBITDA margins in excess of 20% and average capital expenditure levels of less than 5% of net sales. In 1998, TriMas was acquired by Metaldyne. In early 2001, TriMas hired a new senior management team to increase its operating efficiency and develop a focused growth strategy. We believe that as an independent company, TriMas will be better able to capitalize on its core manufacturing strengths and significant cash flow generation capacity to exploit growth opportunities.

TriMas' businesses are organized into four operating segments: Rieke Packaging Systems, Cequent Transportation Accessories, Industrial Specialties and Fastening Systems.

Rieke Packaging Systems.    Rieke is a leading designer and manufacturer of specialty, highly engineered closures and dispensing systems for a range of niche end-markets, including steel and plastic industrial and consumer packaging applications. TriMas believes that Rieke is one of the largest manufacturers of steel and plastic industrial container closures and dispensing products in North America and also has a significant presence in Europe and other international markets. Rieke Packaging Systems' brand names include Rieke^®, TOV^®, Englass^TM and Stolz^TM. TriMas believes that Rieke's market position is the result of proprietary engineering and manufacturing technologies, patent protections and strong customer relationships. Approximately 50% of Rieke's 2003 net sales and 70% of Rieke's operating profit relate to products utilizing its patented processes or technology. TriMas believes that Rieke has significant opportunities to introduce its industrial design technologies to a range of consumer products and pharmaceutical applications.

Cequent Transportation Accessories.    Cequent is a leading designer, manufacturer, marketer and distributor of a wide range of accessories and cargo management products used to outfit and accessorize light trucks, sport utililty vehicles, or SUV's, recreational vehicles, passenger cars and trailers for commercial and recreational use. Cequent's products include towing and hitch systems, trailer components, electrical products, brake systems, cargo racks, and additional towing and trailering components and accessories. Cequent owns and benefits from strong brand names, including Draw-Tite^®, Reese^®, Hidden Hitch^®, Tekonsha^®, Fulton^®, Wesbar^®, Bulldog®, Bargman^®, Hayman-Reese^TM and ROLA^TM. Cequent is also a leading supplier of cargo management and vehicle protection products sold under trade names such as Highland The Pro's Brand^®. We believe Cequent's competitive strengths, relative to others in the fragmented industry in which it operates, include products with leading market positions, strong brand names, a diverse product portfolio, multiple distribution channels, and a vertically integrated manufacturing capability. Cequent is pursuing growth through new product introductions, selling products across distribution channels, or cross-selling, providing bundled cargo management solutions and organic and acquisition cost savings opportunities.

Industrial Specialties.    The Industrial Specialties segment companies design and manufacture a range of products, including cylinders, flame-retardant facings and jacketings, specialty tape products, industrial gaskets, precision tools, specialty industrial engines, military shell casings and other products for use primarily in niche industrial end-markets, including the construction, commercial, energy, medical and defense markets. The companies and brands include Compac^TM Corporation, Lamons^® Gasket, Norris Cylinder, Arrow^® Engine, NI Industries and Precision Tool Company which sells products under the Keo^® Cutters, Richards Micro-Tool and Reska brands. Each of the companies within this diversified segment supplies highly engineered and customer-specific products, provides value-added design and other services and serves niche markets supplied by a limited number of companies. TriMas believes the Industrial Specialties segment has opportunities to make strategic acquisitions, expand its product and customer portfolio and generate savings from the recent rationalization of certain operations.

Fastening Systems.    The Fastening Systems segment companies manufacture a wide range of engineered fasteners utilized by thousands of end-users in diverse markets such as agricultural,

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construction and transportation equipment and fabricated metal products, commercial and industrial maintenance and aerospace. We operate two lines of business in Fastening Systems. They are Lake Erie Products, which produces a variety of products and is a leading manufacturer of large diameter bolts, and Monogram Aerospace Fasteners, which is a leader in the development of blind bolt fasteners for the aerospace industry. We believe this segment has opportunities to grow through new product introductions in our Monogram Aerospace business and improving general economic activity, and as a result of recent restructuring activities at Lake Erie Products.

Access to Company Information

We make available, free of charge, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on 8-K and all amendments to those reports through our website, www.metaldyne.com. This information is available as soon as reasonably practicable after such material is electronically filed with the U.S. Securities and Exchange Commission.

Item 2.    Properties.

Our principal manufacturing facilities range in size from approximately 10,000 square feet to 420,000 square feet, approximately half of which are owned by us. The leases for our manufacturing facilities have initial terms that expire from 2003 through 2023 and are all renewable, at our option, for various terms, provided that we are not in default thereunder. Substantially all of our owned U.S. real properties are subject to liens under our credit facility or industrial revenue bonds. Our executive and business unit headquarter offices are located in various buildings in Plymouth, Michigan and are leased under separate leases that expire at various dates through 2020. Our buildings, machinery and equipment have been generally well maintained, are in good operating condition and are adequate for current production requirements.

Since December 2000, we have entered into a number of sale-leaseback transactions with respect to 17 real properties in the United States. Pursuant to the terms of each sale-leaseback transaction, we transferred title of the real property locations to a purchaser and, in turn, entered into separate leases with the purchasers having various lease terms. With respect to the purchaser of all except for four of these properties, the renewal option must be exercised with respect to all, and not less than all, of the property locations. As to the other four properties, which include our Plymouth, Michigan headquarters, each renewal option may be exercised separately. Rental payments are due monthly. All of the foregoing leases are being accounted for as operating leases. As a result of the Livonia Fittings business disposition to TriMas, we are subleasing our Livonia, Michigan facility to TriMas. We anticipate sublease payments will equal our cash obligations in respect of such facility but we will remain responsible for payments to the lessor. A failure by TriMas to meet its obligations would adversely impact us.

Since December 2000, we have entered into a number of sale-leaseback arrangements with respect to equipment located at various of our manufacturing facilities. The term of each lease ranges from 3.5 years to 8 years with rental payments due monthly. In some cases, we have options to renew our leases once for two years and, in other cases, we have three renewal option periods of one year each. Upon expiration of the term or any applicable renewal term of each lease, we have the option to purchase the equipment for its fair market value at the time of the expiration of the lease. The equipment sale-leaseback transactions with GECC, Merrill Lynch Capital, Key Bank, Renaissance Capital Alliance and GMAC have been accounted for as operating lease.

The following list sets forth the location of our principal owned and leased manufacturing facilities (except where noted as otherwise) and identifies the principal operating segment utilizing such facilities. We have identified the operating segments for which we conduct business at these facilities as follows: (1) Chassis, (2) Driveline and (3) Engine.

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North America
Illinois				Niles* (2)
Indiana				Bluffton* (2), Fort Wayne (2), Fremont* (3) and North Vernon* (3)
Georgia				Rome* (2)
Michigan				Detroit (2), Farmington Hills (2), Fraser* (2), Green Oak Township* (3), Hamburg (3), Litchfield (3), Middleville* (3), Royal Oak (2), Troy (2) and Warren* (3)
North Carolina				Greenville (1), Greensboro* (2)
Ohio				Bedford Heights (2), Canal Fulton* (2), Edon* (1), Minerva* (2),
				Solon* (2) and Twinsburg* (2)
Pennsylvania				Ridgway (3) and St. Mary's (3)
Foreign
Brazil				Indaiatuba* (3)
Canada				Thamesville (3)
China				Shanghai (Sales Location)* (3)
Czech Republic				Oslavany (2)
United Kingdom				Halifax (3) and Wolverhampton (2)
France				Lyon (3)
Germany				Dieburg (3), Nuremberg (2) and Zell am Harmersbach (2)
India				Jamshedpur** (3)
Italy				Poggio Rusco (2)
Japan				Yokohama (Sales Location)* (3)
Mexico				Iztapalapa (3), and Ramos Arizpe (3)
South Korea				Pyongtaek** (3)
Spain				Barcelona (3) and Valencia (3)

*	Denotes a leased facility.

**	Denotes a facility representing a joint venture.

Additionally, following December 28, 2003, we acquired a facility in New Castle, Indiana in connection with our acquisition from DaimlerChrysler. In February 2004, we sold our Bedford Heights, Ohio and Rome, Georgia businesses to an independent investor. We continue to hold title to the Bedford Heights facility and also remain the primary lessee on the Rome facility. As part of the sale of these two businesses, the Company is paid a rental fee of approximately $0.6 million annually from the buyer.

Item 3.    Legal Proceedings.

There are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party, or of which any of our property is subject.

Item 4.    Submission of Matters to a Vote of Security Holders.

Not applicable.

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PART II

Item 5.    Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

No trading market for the Company's common stock exists. We did not pay dividends in 2003 or 2002 on our common stock and it is current policy to retain earnings to repay debt and finance our operations and acquisition strategies. In addition, our credit facility restricts the payment of dividends on common stock. See the discussion under "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" included in Item 7 of this report and Note 11, Long-Term Debt, to the Company's audited consolidated financial statements, included in Item 8 of this report.

On March 29, 2004 and October 15, 2004, there were approximately 660 holders of record of our common stock.

The table below sets forth information as of December 28, 2003 with respect to compensation plans under which Metaldyne Corporation equity securities are authorized for issuance:

Plan Category				Number of securities to be issued upon exercise of outstanding options, warrants and rights Column A				Weighted-average exercise price of outstanding options, warrants and rights Column B				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) Column C
Equity compensation plans approved by security holders					2,661,150			$	16.90				2,298,850

None of our equity securities which were not registered under the Securities Act have been issued or sold by us within the past three years except as previously reported in filings on Forms 10-K, 10-Q and 8-K. The most recent such issuance was in June 2001.

The issuance of any such equity securities were exempt from registration under the Securities Act in reliance on Section 4(2) of such Securities Act as transactions by an issuer not involving any public offering. The recipients of securities in each such transaction represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the share certificates issued in such transactions. All recipients had adequate access to information about us at the time of their investment decision.

Item 6.    Selected Financial Data.

The following table sets forth summary consolidated financial information of the Company, for the years and dates indicated. As discussed elsewhere in this report, an Independent Investigation into certain accounting matters at the Company was completed in late September 2004. The Company's financial statements for fiscal 2001 and 2002 have been restated to reflect adjustments to the Company's previously reported financial information on Form 10-K for fiscal years 2001 and 2002. While certain of the matters that are the subject of the restatement would affect periods prior to 2001, the Company has not investigated or presented certain periods prior to the acquisition of the Company in November 2000 in the "Selected Financial Data" tables in this Form 10-K below, as required by Regulation S-K of the Commission under the Securities Act. Specifically, these periods are fiscal 1999 and the first 11 months of 2000. In the interest of filing this Form 10-K as promptly as possible, the Company has omitted such financial data due to the material difficulties the Company has encountered in determining the adjustments necessary to prepare the financial statements for this period. The Company has requested a waiver of the requirement for such information from the Securities and Exchange Commission. While the Company believes information for such pre-acquisition periods would be less relevant due to changes in the Company's basis of accounting following the acquisition, the non-comparability of such information as a consequence of subsequent transactions and different strategies and management, and the passage of time, readers are cautioned that such information is required by the Commission's rules and regulations. Moreover, readers are cautioned that the Company has requested relief from the Commission from this

20

requirement and it is possible that the Staff may not grant such relief, in which case the Company may be required to amend this report to include such information. However, because the necessary financial information from these periods prior to the Company's recapitalization date are not available, it is uncertain whether the Company could comply with such a requirement. Reference is made to Note 2 to the Company's audited consolidated financial statements for greater detail on the restatement adjustments.

				(In thousands except per share amounts)
				2003				2002				2001				11/28/00 - - 12/31/00
								(Restated)				(Restated)				(Restated)
Net sales				$	1,508,200			$	1,792,200			$	2,127,390			$	104,770
Net loss				$	(75,330	)		$	(64,760	)		$	(42,780	)		$	(27,090	)
Loss per share before cumulative effect of change in accounting principle				$	(1.98	)		$	(0.87	)		$	(1.14	)		$	(0.78	)
Loss per share				$	(1.98	)		$	(1.73	)		$	(1.14	)		$	(0.78	)
Dividends declared per common share					—				—				—				—
At December 28, 2003, December 29, 2002 (Restated) and December 31, 2001 (Restated) and 2000 (Restated):
Total assets				$	2,011,860			$	2,017,990			$	2,946,760			$	2,991,280
Long-term debt, net (a)				$	766,930			$	669,020			$	1,359,250			$	1,426,570
Redeemable preferred stock				$	73,980			$	64,510			$	55,160			$	33,370

(a)	See Note 11, Long-Term Debt, to the Company's audited consolidated financial statements (net of current portion).

Results in 2003 include the Fittings division through May 9, 2003, at which time it was sold to TriMas for $22.6 million plus the assumption of an operating lease.

Results in 2002 (as restated) reflect a net loss of $64.8 million, which includes the cumulative effect of a change in recognition and measurement of goodwill impairment related to TriMas. A loss of $28.1 million was recorded before this change in accounting principle.

As more fully described in Note 19 to the Company's audited consolidated financial statements, we sold TriMas Corporation common stock to Heartland and other investors on June 6, 2002. TriMas is included in our financial results through the date of this transaction. Effective June 6, 2002, we account for our investment in TriMas under the equity method of accounting. Our present ownership interest in TriMas is 28%.

Results in 2001 (as restated) and for the one-month period ended December 31, 2000 (as restated) include the retroactive adoption of purchase accounting for our acquisition by Heartland and its co-investors. The predecessor company information for the periods prior to November 28, 2000 are not provided due to the reasons identified above.

We have restated our previously reported annual financial statements for 2002 and 2001 to reflect the adjustments discussed in Note 2 to the consolidated financial statements in this Form 10-K. The financial information as of and for the one-month period ended December 31, 2000 presented above has also been restated to reflect the impact of these matters. The effect of these adjustments increased net loss for the one-month period ended December 31, 2000 by $0.2 million and reduced total assets at December 31, 2000 by $0.6 million.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations.

Executive Summary

We are a leading global manufacturer of highly engineered metal components for the global light vehicle market with 2003 sales of approximately $1.5 billion. We operate three segments focused on the global light vehicle market. The Chassis, Driveline and Engine segments manufacture, design, engineer and assemble metal-formed and precision-engineered components and modular systems used in the transmissions, engines and chassis of vehicles. We serve approximately 200 automotive and industrial customers and our top ten customers represent approximately 65% of total 2003 sales. Prior to November 2000, we were a public company. Since we were acquired in November 2000 by a private investor group, we have actively pursued opportunities for internal growth and strategic acquisitions that were unavailable to us when the majority of our shares were publicly traded. Since November 2000, we have completed four acquisitions — Simpson in December 2000, GMTI effective January 2001, Dana Corporation's Greensboro, NC operation in May 2003, and DaimlerChrysler's New Castle operation at the beginning of our fiscal 2004. Each of these acquisitions has added to the full service, integrated metal supply capabilities of our automotive operations. Additionally, we split off our non-automotive operations, divesting our former TriMas subsidiary in June 2002 and our Fittings operation in April 2003.

As discussed elsewhere in this report, an independent investigation into certain accounting matters at the Company was completed in late September 2004. The Company's financial statements for fiscal 2001 and 2002 have been restated to reflect adjustments to the Company's previously reported financial information on Form 10-K for fiscal years 2001 and 2002. In addition, the Company's quarterly financial information for the first three fiscal quarters of 2003 also has been restated to reflect adjustments to the Company's previously reported financial information on Form 10-Q for the first three fiscal quarters of 2003. The restatement arose primarily out of information obtained through an independent investigation. The investigation was initiated as a result of certain admissions made by an employee of the Company and information obtained by the Company's internal audit staff. This investigation expanded beyond its initial focus on this employee's admission of intentional overstatements and understatements of income at the Company's Sintered division into accounting practices in other areas of the Company which allegedly smoothed earnings through the use of accrual and allowance accounts and the recognition of tooling income. See Item 9 for a discussion of the investigation, its findings and actions taken and to be taken by the Company in response thereto.

In each of the last three years we have experienced significant net losses. Our net losses for 2003, 2002, and 2001 were $75.3 million, $64.8 million (as restated), and $42.8 million (as restated), respectively. In addition to the 6.4% decline in production from our three largest customers and the $7 million negative impact from steel price increases described above, 2003 results were negatively impacted by $13 million of restructuring charges, a $5 million non-cash asset impairment charge, a $21 million non-cash loss from our equity affiliates, and a $15 million loss related to fixed asset disposals and write offs. For additional discussion of these factors, see the "Results of Operations" discussion.

Key Factors Affecting our Reported Results

We operate in highly competitive markets. Our customers select us based upon numerous factors discussed under Item 1, Business - Competition. Supplier selection is generally finalized several years prior to the start of vehicle production and as a result, business that we win will generally not start production for two years or beyond. In addition, our results are heavily dependent on global vehicle production, and in particular the North American vehicle production of the Big 3 domestic manufacturers (GM, Ford, and DaimlerChrysler). Our customers generally require that we offer annual productivity and efficiency related price decreases on products we sell them. Critical factors to be successful in this market include global low cost production facilities, leading service and parts quality, and differentiated product and process technology. Accordingly, we focus on managing our global manufacturing footprint in line with our customer needs and local market manufacturing cost differences, improving operating efficiency and production quality of our plants, fixing or eliminating unprofitable facilities and reducing our overall material costs. In addition, we spend considerable time and resources developing new technology and products to enhance performance and/or decrease cost of the products we sell to our customers. See "Results of Operations" for more details as to the factors that affect period over period performance.

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Our strategy is centered on growth through new business awards and acquisitions. As discussed in Item 1, Business, we have a significant new project backlog and have completed several recent acquisitions that we believe will enable us to better serve our customer base and provide enhanced returns for our stockholders. In order to finance a large portion of this activity, we incurred significant new debt. As such, we are highly leveraged and are constrained by various covenant limitations (see "—Financial Covenants" for more details surrounding these covenants). As we continue to invest in the resources to produce our new business backlog and thus grow our business, a significant portion of our operating cash flow will be used to buy new capital equipment, expand production capacity and invest in new technology in addition to servicing principal and interest payments on our debt obligations. Therefore, we are focused on our cash generation ability (we monitor this internally through "Adjusted EBITDA." See the discussion below in "Key Performance Indicators (Non GAAP Financial Measures)" for further explanation), and working capital and fixed asset efficiency to assess our ability to favorably finance our new business backlog.

Our 2003 net sales were $1,508 million versus 2002 net sales of $1,792 million (as restated). After adjusting for our 2002 TriMas divestiture, 2002 automotive sales were $1,464 (as restated), or $44 million less than 2003. The primary drivers of the increase in our 2003 automotive sales was $44 million in foreign exchange gain, approximately $21 million net benefit from acquisitions versus divestitures, and several new product launches in our Engine segment. However, these increases were partially offset by a 6.4% decrease in North American vehicles production from our three largest customers (Ford, GM and DaimlerChrysler). Operating profit decreased from $109 million in 2002 (as restated) to $20 million in 2003. Excluding TriMas results, 2002 operating profit was $63 million (as restated), or $43 million higher than 2003. The decrease in 2003 operating profit is primarily the result of a $42 million decline in our Driveline segment. Our forging operations (within Driveline) were subject to several worldwide competitive studies from our customers, which resulted in both lost volume and significant price reductions to our customers. In addition, our Driveline segment incurred restructuring charges of approximately $5 million, asset impairments and disposals of approximately $11 million, $8 million of incremental depreciation and amortization and approximately $7 million in increased costs associated with its steel purchases.

Key Indicators of Performance (Non-GAAP Financial Measures)

In evaluating our business, our management considers Adjusted EBITDA as a key indicator of financial operating performance and as a measure of cash generating capability. We define Adjusted EBITDA as net income (loss) before cumulative effect of accounting change and before interest, taxes, depreciation, amortization, asset impairment, non-cash losses on sale-leaseback of property and equipment and non-cash restricted stock award expense. In evaluating Adjusted EBITDA, our management deems it important to consider the quality of our underlying earnings by separately identifying certain costs undertaken to improve our results, such as costs related to consolidating facilities and businesses in an effort to eliminate duplicative costs or achieve efficiencies, costs related to integrating acquisitions and restructuring costs related to expense reduction efforts. Although our consolidation, restructuring and integration efforts are continuing and driven in part by our acquisition activity, our management eliminates these costs to evaluate underlying business performance. Caution must be exercised in eliminating these items as they include substantially (but not necessarily entirely) cash costs and there can be no assurance that we will ultimately realize the benefits of these efforts. Moreover, even if the anticipated benefits are realized, they may be offset by other business performance or general economic issues.

By selecting Adjusted EBITDA, management believes that it is the best indicator (together with a careful review of the aforementioned items) of our ability to service and/or incur indebtedness as we are a highly leveraged company. We use Adjusted EBITDA as a key performance measure because we believe it facilitates operating performance comparisons from period to period and company to company by backing out potential differences caused by variations in capital structures (affecting interest expense), tax positions (such as the impact on periods or companies of changes in effective tax rates or net operating losses), and the impact of purchase accounting and SFAS No. 142 (affecting depreciation and amortization expense). Because Adjusted EBITDA facilitates internal comparisons of our historical

23

operating performance on a more consistent basis, we also use Adjusted EBITDA for business planning purposes, to incent and compensate our management personnel, as a measure of segment performance, in measuring our performance relative to that of our competitors and in evaluating acquisition opportunities. In addition, we believe Adjusted EBITDA and similar measures are widely used by investors, securities analysts, rating agencies and other interested parties as a measure of financial performance and debt-service capabilities. Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•	It does not reflect our cash expenditures for capital equipment or contractual commitments;

•	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;

•	It does not reflect changes in, or cash requirements for, our working capital needs;

•	It does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

•	It includes amounts resulting from matters we consider not to be indicative of underlying performance of our fundamental business operations, as discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations"; and

•	Other companies, including companies in our industry, may calculate these measures differently than we do, limiting their usefulness as a comparative measure.

Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. We carefully review our operating profit margins (operating profit as a percentage of net sales) at a segment level, which are discussed in detail in our year-to-year comparison of operating results.

The following is a reconciliation of our Adjusted EBITDA to net income (loss) for the three years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated):

				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
Net loss				$	(75,330	)		$	(64,760	)		$	(42,780	)
Income tax benefit					(8,660	)			(40,960	)			(4,260	)
Interest expense					75,510				91,000				148,160
Depreciation and amortization in operating profit					106,350				107,430				157,750
Non-cash stock award expense					3,090				4,880				7,930
Loss on repurchase of debentures and early retirement of term loans					—				68,860				—
Loss on interest rate arrangements upon early retirement of term loans					—				7,550				—
Asset impairment					4,870				—				—
Cumulative effect of accounting change					—				36,630				—
Equity loss from affiliates, net					20,700				1,410				8,930
Certain items within Other, Net (1)					7,470				10,590				19,760
Total Company Adjusted EBITDA				$	134,000			$	222,630			$	295,490

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(1)	Reconciliation of Other Expense

				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
Items excluded from Adjusted EBITDA (amortization of financing fees and A/R securitization fees)				$	7,470			$	10,590			$	19,760
Items in Adjusted EBITDA (includes foreign currency, royalties and interest income)					610				(1,610	)			(1,870	)
Total other, net				$	8,080			$	8,980			$	17,890

The following details certain items relating to our consolidation, restructuring and integration efforts and other charges not eliminated in determining Adjusted EBITDA, but that we would eliminate in evaluating the quality of our Adjusted EBITDA:

				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
Restructuring charges				$	(13,130	)		$	(3,470	)		$	—
Fixed asset disposal losses					(14,870	)			(750	)			(1,850	)
Foreign currency gain (losses)					(1,010	)			(200	)			720

Functional and Divisional Realignments

During the first quarter of 2003, we made a decision to realign our European facilities into two distinct groups operating within the Driveline and Engine segments. As part of this realignment, we moved one facility from the Chassis segment into the Engine segment thereby streamlining both the operational and financial management of the facility. In addition, a small tooling facility previously residing in the Driveline Segment was transferred into the Engine Segment as the Engine Segment represented the largest portion of the tooling facilities business. Since these transfers occurred in 2003, we have reflected the transfer of the facilities to the new segments in the comparative 2003 and 2002 (as restated) amounts as well as the comparative 2002 (as restated) and 2001 (as restated) amounts.

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Results of Operations

2003 Versus 2002

Due to the divestiture of our former TriMas subsidiary in June 2002, the 2002 (as restated) and 2003 consolidated results are not comparable. Thus, for purposes of our discussion, we will exclude TriMas results, where applicable and quantifiable, and discuss the performance of our Automotive Group operations.

Net Sales.    Net Sales by segment and in total for the years ended December 28, 2003 and December 29, 2002 (as restated) were:

				(In thousands)
Segment				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Chassis Segment				$	117,080			$	143,650
Driveline Segment					790,750				807,010
Engine Segment					600,370				512,960
Automotive Group				$	1,508,200			$	1,463,620
TriMas Group					—				328,580
Total Company				$	1,508,200			$	1,792,200

Despite a 6.4% decrease in NAFTA production, sales increased $45 million, but were essentially flat after adjusting for a $44 million impact of exchange rate movement. The specific differences are further explained in the segment information section.

Gross profit.    Gross profit by segment and in total for the years ended December 28, 2003 and December 29, 2002 (as restated) were:

				(In thousands)
Segment				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Chassis Segment				$	7,120			$	16,850
Driveline Segment					68,860				104,340
Engine Segment					91,860				75,770
Corporate/centralized resources					(12,310	)			(4,100	)
Automotive Group				$	155,530			$	192,860
TriMas Group					—				100,780
Total Company				$	155,530			$	293,640

Our gross profit was $155.5 million or 10.3% of net sales for 2003 compared to $192.9 million or 13.2% of net sales for 2002 (as restated) after adjustment for TriMas. The decrease of $37.4 million was primarily due to incremental depreciation and amortization expense of approximately $14.9 million, increased steel prices of approximately $7 million, incremental losses on the sale and disposal of fixed assets of approximately $15 million and incremental lease expense of approximately $5 million associated with additional sale-leaseback transactions entered into in late 2002 and 2003. Offsetting these decreases was approximately $10.6 million of positive exchange movement primarily due to the appreciation of the euro relative to the dollar. The remaining difference is primarily explained by a reduction in our Driveline margin. This margin reduction is primarily explained by aggressive pricing given to our customers in response to their global sourcing initiatives.

Selling, General and Administrative.    Selling, general and administrative expense was $117.2 million, 7.8% of net sales for 2003, compared to $126.9 million, 8.7% of total net sales for 2002 (as restated) after adjustment of TriMas. Approximately $4 million of the decrease in selling, general and administrative costs include a $2.5 million curtailment gain recognized in conjunction with a pension plan amendment for our Bedford Heights, Ohio plant which was sold in February 2004 and $1.6 million in reduced restricted

26

stock award amortization. The remaining decrease in 2003 reflects the reduction in costs resulting from our shared services initiative that we undertook to centralize standardized processes and reduce redundant costs throughout 2001 and 2002 (e.g. capability in sales, procurement, IT infrastructure, finance expertise, etc), the restructuring benefits recognized from the Engine segment's 2002 and 2003 European and North American reorganization and 2003 restructuring activities in our Driveline segment. These initiatives have enabled us to streamline and better manage our administrative functions from a consolidated perspective.

Depreciation and Amortization.    Depreciation and amortization expense by segment and in total for the years ended December 28, 2003 and December 29, 2002 (as restated) was:

				(In thousands)
Segment				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Chassis Segment				$	5,830			$	$5,330
Driveline Segment					53,540				45,480
Engine Segment					37,780				30,630
Corporate/centralized resources					9,200				9,990
Automotive Group				$	106,350			$	91,430
TriMas Group					—				16,000
Total Company				$	106,350			$	107,430

The net increase of Automotive Group depreciation and amortization of approximately $14.9 million is due to depreciation expense recorded on capital expenditures for the periods presented of $130.7 million for 2003 and $116.5 million for 2002 (as restated). In the past several years, we have incurred capital spending in excess of our depreciation expense. Thus, the additional capital spending accounts for the increase in depreciation expense.

Restructuring Charges.    In fiscal 2003, we entered into several restructuring actions whereby we incurred approximately $13.1 million of costs associated with severance and facility closures. These actions include the completion of the Engine segment's European operation reorganization that was initiated in fiscal 2002 and completed in the first quarter of 2003 ($2.0 million charge), and actions within our Driveline segment's forging operations and administrative departments to eliminate duplicative headcount and adjust costs to reflect the decline in our forging revenue in 2003 ($5.3 million charge). Also included in this charge are the severance costs to replace certain members of our executive management team, and the costs to restructure several departments in our corporate office including the sales, human resources and information technology departments ($5.8 million charge). We expect to realize additional savings from these restructuring actions in 2004, as reductions in employee related expenses are recognized in both cost of goods sold and selling, general and administrative expense.

				(In thousands)
				Acquisition Related
				Severance Costs				Exit Costs				2002 Severance and Other Exit Costs				2003 Severance and Other Exit Costs				Total
Balance at December 29, 2002 (Restated)				$	9,880			$	540			$	2,380			$	—			$	12,800
Charges to expense					—				—				—				13,130				13,130
Cash payments					(8,110	)			(540	)			(2,020	)			(5,820	)			(16,490	)
Reversal of unutilized amounts					(390	)			—				—				—				(390	)
Balance at December 28, 2003				$	1,380			$	—			$	360			$	7,310			$	9,050

Asset Impairment.    As a result of our impairment analysis performed in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," we recorded a $4.9 million charge in our Driveline segment associated with two plants with negative operating performance. Subsequent to December 28, 2003, these two facilities were sold to an independent third party. The sales price to this third party was used to determine the fair market value of the facilities for the SFAS No. 144 impairment analysis.

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Operating Profit.    Operating profit was $20.3 million for 2003 compared to $62.6 million in 2002 (as restated) after adjustment for TriMas. The $42.3 million reduction in operating profit is the result of the $37 million reduction to gross profit, $10 million improvement in selling general and administrative expenses, the $4.9 million asset impairment charge and $10 million in incremental restructuring charges. The elements of each of these variations are discussed in greater detail above.

				(In thousands)
Segment				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Chassis Segment				$	820			$	8,190
Driveline Segment					12,740				54,730
Engine Segment					49,700				32,740
Corporate/centralized resources					(42,960	)			(33,090	)
Automotive Group				$	20,300			$	62,570
TriMas Group					—				46,140
Total Company				$	20,300			$	108,710

Adjusted EBITDA.    Management reviews our segment operating results based upon the Adjusted EBITDA definition as discussed in the "Key Indicators of Performance (Non-GAAP Financial Measures)" section. Accordingly, we have separately presented such amounts in the table below. The primary drivers of this decline are explained above in the operating profit and depreciation and amortization discussions, and will be further detailed in the segment detail that follows. Additionally, and as explained earlier, 2003 is negatively impacted by an increase of approximately $15 million in fixed asset losses versus 2002. The "Segment Information" below provides a reconciliation between Adjusted EBITDA and operating profit.

				(In thousands)
Segment				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Chassis Segment				$	6,650			$	13,520
Driveline Segment					71,590				100,590
Engine Segment					87,480				63,370
Corporate/centralized resources					(31,720	)			(17,250	)
Automotive Group				$	134,000			$	160,230
TriMas Group					—				62,400
Total Company				$	134,000			$	222,630

Interest Expense.    Interest expense decreased by $15.5 million due to lower average debt levels in 2003 compared to 2002 (as restated). See the "Liquidity and Capital Resources" section below for additional discussion of our capital structure. In addition, we incurred a $68.9 million loss on the repurchase and retirement of debentures and term debt and a $7.5 million non-cash loss on interest rate arrangements in connection with the early retirement of our term loans in the second quarter of 2002 (as restated). These losses are reflected as a "loss on repurchase of debentures and early retirement of term loans" and a "loss on interest rate arrangements upon early retirement of term loans" in our consolidated statement of operations incorporated herein.

Equity (Loss) from Affiliates.    Equity (loss) from affiliates increased by approximately $19.3 million due to the operating results of our equity affiliates. As a result of the divestiture (as described in Item 1) of our former TriMas subsidiary in June 2002, we recorded six months of equity in earnings (loss) from affiliates in 2002 (as restated) versus twelve months of activity in 2003. In addition, our equity affiliate Saturn Electronics recorded a SFAS No. 142 intangible asset impairment resulting in an increase of approximately $12 million in equity loss in 2003 versus 2002.

Other, Net.    Other, net decreased by $0.9 million to a loss of $8.1 million in 2003 compared to a loss of $9.0 million in 2002 (as restated). This decrease is primarily due to the reduction of amortization of

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prepaid debt expense of approximately $2.3 million in 2003, which was offset by an increase in other miscellaneous expenses. For more detail of this expense see Note 20, Other Income (Expense), Net, to the Company's audited consolidated financial statements.

Taxes.    The provision for income taxes for 2003 was a benefit of $8.7 million as compared to a benefit of $41.0 million for 2002 (as restated). Our effective tax rate for 2003 was a benefit of 10% compared to a benefit of 59% for 2002 (as restated). The lower effective tax rate of 10% results mostly from the inclusion of foreign dividends, partial repatriation of foreign earnings and the taxation of income in foreign jurisdictions at rates greater than the U.S. statutory rate. Federally taxable income inclusion items typically serve to increase a company's effective tax rate; however, since the Company incurred a pre-tax loss, the inclusion of foreign earnings results in a lesser U.S. tax benefit, which when compared to the pre-tax loss, results in a lower effective tax rate. Excluding the impact of these items, the Company's effective tax rate would have been approximately 33%.

Preferred Stock Dividends.    Preferred stock dividends were $9.3 million in 2003 as compared to $9.1 million in 2002 (as restated). This increase is due to the compounded interest of previous year dividends not yet remitted to the shareholders.

Segment Information

Chassis Segment.    Sales for our Chassis Segment decreased 18.5% or approximately $26.6 million in 2003 compared to 2002 (as restated). The primary factors of this decrease were the closure of a manufacturing facility in June 2002 resulting in approximately an $8.7 million sales reduction and the sale of our Fittings business in May 2003 resulting in a $10.9 million reduction. The remaining decrease is primarily explained by the 6.4% reduction in North American vehicle production. Operating income decreased by approximately $7.4 million primarily due to the closure of the manufacturing facility resulting in approximately a $1.2 million reduction, the sale of our Fittings business that resulted in approximately a $2.4 million reduction, $1.2 million in additional losses on fixed assets and incremental lease expense related to sale-leasebacks of approximately $1 million. The remaining decrease is primarily attributable to the $0.5 million increase in depreciation and amortization expense and to the decline in sales revenue relating to the decrease in North American vehicle production. Adjusted EBITDA decreased by approximately $6.9 million in 2003 compared to 2002 (as restated ) due to the aforementioned explanations.

				(In thousands)
Chassis Segment				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Sales				$	117,080			$	143,650
Operating profit				$	820			$	8,190
Depreciation and amortization					5,830				5,330
Adjusted EBITDA				$	6,650			$	13,520
Memo: Fixed asset (gains) losses included in calculation of both operating profit and Adjusted EBITDA				$	1,200			$	—

Driveline Segment.    Sales for our Driveline Segment decreased 2% or approximately $16.3 million in 2003 compared to 2002 (as restated). Adjusting for the positive impact of currency movements of approximately $26 million, sales for our Driveline Segment decreased 5.3% or approximately $42 million. Additionally, removing the incremental effect of our Dana Greensboro, North Carolina acquisition in 2003, sales declined an additional $32 million, or 4%. This decrease is due to the 6.4% reduction in North American vehicle production and the loss of both volume and significant price reductions granted to several of our forging customers in response to a global sourcing initiatives from two of our largest customers.

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				(In thousands)
Driveline Segment				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Sales				$	790,750			$	807,010
Operating profit				$	12,740			$	54,730
Asset impairment					4,870				—
Depreciation and amortization					53,540				45,480
Legacy stock award expense					440				380
Adjusted EBITDA				$	71,590			$	100,590
Memo: Fixed asset (gains) losses included in calculation of both operating profit and Adjusted EBITDA				$	6,550			$	—

Operating profit decreased by approximately $42 million primarily due to significant margin reduction within our North American forging operations. Our forging operations were subject to several global sourcing initiatives undertaken by our customers, which resulted in both lost volume and significant price reductions. In addition to the lost volume and price reductions, our Driveline segment's operating margins were negatively impacted by increased steel prices of approximately $7 million, a non-cash $4.9 million asset impairment charge, incremental fixed asset losses of $6.6 million, incremental restructuring charges of $5.3 million, and incremental depreciation and amortization charges of approximately $8.1 million. These unfavorable variations from the prior year were offset by the positive impact of currency movements of $6.1 million, a $2.5 million curtailment gain associated with a pension plan amendment for our Bedford Heights plant that was sold in February 2004 and additional income associated with the Greensboro facility acquisition of approximately $5.4 million. Adjusted EBITDA decreased by approximately $29 million in 2003 compared to 2002 (as restated) due to the above reasons but excluding the non-cash asset impairment charge recorded in 2003 and the incremental depreciation and amortization discussed above.

Engine Segment.    Sales for our Engine Segment increased 17% or approximately $87.4 million in 2003 compared to 2002 (as restated). Adjusting for the change in exchange rates of approximately $17.8 million, sales for our Engine Segment increased by 13.5% or $69.6 million primarily attributable to increased sales for new programs. Operating profit increased by $17.0 million due primarily to the increased sales on new programs, the positive impact of currency movements of $4.5 million and the recognition of costs savings resulting from restructuring efforts initiated in 2002. These increases were offset by incremental depreciation and amortization of approximately $7 million and incremental losses incurred on the disposal of fixed assets in 2003 of approximately $5 million. Adjusted EBITDA increased by approximately $24.1 million in 2003 compared to 2002 (as restated) due to the aforementioned reasons but excluding the non-cash charges related to incremental depreciation and amortization.

				(In thousands)
Engine Segment				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Sales				$	600,370			$	512,960
Operating profit				$	49,700			$	32,740
Depreciation and amortization					37,780				30,630
Adjusted EBITDA				$	87,480			$	63,370
Memo: Fixed asset (gains) losses included in calculation of both operating profit and Adjusted EBITDA				$	4,950			$	640

Corporate/Centralized Resources.    Adjusted EBITDA for Corporate/Centralized Resources was a loss of $31.7 million in 2003, or an increase of approximately $14.5 million over the loss in 2002 (as

30

restated). This increase in expense is primarily attributable to approximately $5.8 million of restructuring costs associated with an employee reduction and changes in management. In addition, we incurred approximately $1.8 million in costs to establish our Asian sales offices, and recognized an increase in professional fees associated with our acquisition, divestiture and audit activity, as well as an additional investment in our Corporate center to support our shared services effort that have allowed us to remove costs from our operations. Further, we incurred approximately $2 million more in non-cash fixed asset losses and over $2 million of reductions in other income and expense (primarily related to foreign currency fluctuations).

				(In thousands)
Corporate/Centralized Resources				Year Ended December 28, 2003				Year Ended December 29, 2002
								(Restated)
Operating profit				$	(42,960	)		$	(33,090	)
Depreciation and amortization					9,200				9,990
Legacy stock award expense					2,650				4,240
Other, net					(610	)			1,610
Adjusted EBITDA				$	(31,720	)		$	(17,250	)
Memo: Fixed asset (gains) losses included in calculation of both operating profit and Adjusted EBITDA				$	2,170			$	110
Memo: Other, Net (income) loss included in calculation of Adjusted EBITDA				$	610			$	(1,610	)

2002 Versus 2001

Due to the divestiture of our former TriMas subsidiary in June 2002, the 2001 (as restated) and 2002 (as restated) consolidated results are not comparable. Thus, for purposes of our discussion, we will exclude TriMas results, where applicable and quantifiable, and discuss the performance of our Automotive Group operations.

In the second quarter of 2002 (as restated), we modified our organizational structure. As a result, we are now comprised of three reportable segments: Chassis, Driveline and Engine. Accordingly, we have restated sales for all prior periods to reflect this change. However, it was not practicable to restate operating income or Adjusted EBITDA for prior periods to reflect the new segment structure, and therefore operating income and Adjusted EBITDA are presented in total for the entire Company for periods prior to 2002. Operating income and Adjusted EBITDA are presented using our modified segment structure beginning in 2002.

Net Sales.    Net sales by segment and in total for the years ended December 29, 2002 (as restated) and December 31, 2001 (as restated) were:

				(In thousands)
Segment				Year Ended December 29, 2002				Year Ended December 31, 2001
				(Restated)				(Restated)
Chassis Segment				$	143,650			$	137,050
Driveline Segment					807,010				789,720
Engine Segment					512,960				474,020
Automotive Group				$	1,463,620			$	1,400,790
TriMas Group					328,580				726,600
Total Company				$	1,792,200			$	2,127,390

Our Automotive Group sales for 2002 (as restated) were $1,464 million, an increase of approximately $63 million or 4.5% as compared with 2001 (as restated). This increase was primarily due to a 5.9% increase in North American vehicle production and an $18 million increase related to the relative strength

31

of the euro versus the dollar in 2002 compared to 2001. Offsetting these increases were an approximately $7 million decrease relating to the loss of a contract in the Chassis segment and the loss of some customer contracts in our Driveline segment.

Gross Profit.    Gross profit by segment and in total for the years ended December 29, 2002 (as restated) and December 31, 2001 (as restated) were:

				(In thousands)
Segment				Year Ended December 29, 2002				Year Ended December 31, 2001
				(Restated)				(Restated)
Chassis Segment				$	16,850
Driveline Segment					104,340
Engine Segment					75,770
Corporate/centralized resources					(4,100	)
Automotive Group				$	192,860			$	198,030
TriMas Group					100,780				195,030
Total Company				$	293,640			$	393,060

Gross profit was $294 million in 2002 (as restated) versus $393 in 2001 (as restated). Excluding TriMas, gross profit was $193 million or 13.2% of net sales in 2002 (as restated) versus $198 million or 14.1% of net sales in 2001 (as restated). Offsetting factors resulted in somewhat lower gross margin (as restated). Margins decreased by approximately $4.7 million (as restated), representing approximately $3 million increase associated with the sales increase and the net currency gain of $4 million. Negatively impacting 2002 gross margin was an additional $11 million of operating lease payments related to sale-leasebacks completed in 2001 and early 2002. The sale-leasebacks primarily relate to several leases completed in June 2001 associated with the acquisition of GMTI and subsequent transactions completed in the beginning of 2002, the proceeds of which were used to decrease our outstanding bank debt.

Selling, General and Administrative.    Selling, general and administrative expenses were $182 million for 2002 (as restated) compared with $265 million in 2001 (as restated). Excluding TriMas, selling, general and administrative charges approximated $127 million in 2002 (as restated), or 8.7% of Automotive Group sales, versus an approximate $138 million in 2001 (as restated), or 9.9% of Automotive Group sales. The net decrease in selling, general and administrative expenses is primarily related to a change in accounting rules relative to the recording of goodwill amortization expense and an approximate $3.1 million reduction in legacy restricted stock award expense. In 2002, no goodwill amortization was incurred whereas in 2001 (as restated), there was $14 million of goodwill amortization. The net of the above activities leaves a remaining increase of $6 million (as restated). This $6 million increase is primarily attributable to our investment in a new management team for the combined companies and cost saving initiatives surrounding shared services. The objective of shared services is to manage the administrative functions more efficiently and cost effectively. The majority of shared services initiatives were completed in the fourth quarter of 2002 in anticipation of realizing a decrease in costs in 2003. However, the initial build-up of program and management resources to implement the shared services program resulted in unfavorable costs during the 2002 implementation process.

Depreciation and Amortization.    Depreciation and amortization expense reflected at the Corporate and TriMas levels. Expense by segment and in total for the years ended December 29, 2002 (as restated) and December 31, 2001 (as restated) were:

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				(In thousands)
Segment				Year Ended December 29, 2002				Year Ended December 31, 2001
				(Restated)				(Restated)
Chassis Segment				$	5,330
Driveline Segment					45,480
Engine Segment					30,630
Corporate/centralized resources					9,990
Automotive Group				$	91,430			$	103,970
TriMas Group					16,000				53,780
Total Company				$	107,430			$	157,750

The net decrease in the Automotive Group depreciation and amortization expenses is primarily related to a change in accounting rules relative to the recording of goodwill amortization. In 2002, no goodwill amortization was incurred whereas in 2001 (as restated), there was $14 million of goodwill amortization. This decrease was offset by an increase in the Automotive Group's depreciation expense recorded on capital expenditures of $116.5 million for 2002 (as restated) and $111.1 million for 2001 (as restated).

Restructuring Charges.    In June 2002, we announced the reorganization of our Engine segment to streamline the engineering, manufacturing and reporting structure of both its European and North American operations. This restructuring included the closure of a manufacturing facility in Halifax, England. We also closed a small manufacturing location in Memphis, Tennessee and restructured management within its North American operations. The aggregate amount of this restructuring charge for 2002 was approximately $3.5 million and enabled the Engine segment to reduce unnecessary overhead within the new simplified structure. In addition, the reduction in headcount resulted in lower employee costs going forward.

				(In thousands)
				Acquisition Related
				Severance Costs				Exit Costs				2002 Severance and Other Exit Costs				Total
Balance at January 1, 2002 (Restated)				$	39,560			$	7,100			$	—			$	46,660
Charges to expense					—				—				3,470				3,470
Cash payments					(14,570	)			(1,840	)			(1,090	)			(17,500	)
Amounts assumed by TriMas					(11,800	)			(3,520	)			—				(15,320	)
Reversal of unutilized amounts					(3,310	)			(60	)			—				(3,370	)
Asset impairment					—				(1,140	)			—				(1,140	)
Balance at December 29, 2002 (Restated)				$	9,880			$	540			$	2,380			$	12,800

Operating Profit.    Operating profit for the Automotive Group increased to $62.6 million, or 4.3% of sales, in 2002 (as restated) versus $58.5 million, or 4.2% of sales, in 2001 (as restated). The $4.1 million increase in operating income is principally the result of $11 million improvement in selling general and administrative expenses, offset by the $4.7 decrease in gross profit and $3 million in restructuring charges. The makeup of each of these differences is discussed in greater detail above.

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				(In thousands)
Segment				Year Ended December 29, 2002				Year Ended December 31, 2001
				(Restated)				(Restated)
Chassis Segment				$	8,190
Driveline Segment					54,730
Engine Segment					32,740
Corporate/centralized resources					(33,090	)			(25,440	)
Automotive Group				$	62,570			$	58,450
TriMas Group					46,140				69,490
Total Company				$	108,710			$	127,940

Adjusted EBITDA.    Management reviews our segment operating results based upon the Adjusted EBITDA definition as reported. Accordingly, we have separately presented such amounts in the table below:

				(In thousands)
Segment				Year Ended December 29, 2002				Year Ended December 31, 2001
				(Restated)				(Restated)
Chassis Segment				$	13,520
Driveline Segment					100,590
Engine Segment					63,370
Corporate/centralized resources					(17,250	)			(11,730	)
Automotive Group				$	160,230			$	169,020
TriMas Group					62,400				126,470
Total Company				$	222,630			$	295,490

The primary factors of this decline are explained above in the operating profit and depreciation and amortization discussions.

Interest Expense.    Interest expense was approximately $91 million for 2002 (as restated) versus $148 million for 2001 (as restated). This decrease is primarily due to a reduction in interest resulting from a lower average debt balance in 2002, an approximate 2% reduction in average LIBOR for the comparable periods in 2002 (as restated) and 2001 (as restated), and a smaller applicable spread over LIBOR (from 4.5% to 2.75%) on our senior bank credit facility versus 2001. See the "Liquidity and Capital Resources" section below for additional discussion of our capital structure.

In addition, we incurred a $68.9 million loss on the repurchase and retirement of debentures and term debt and a $7.5 million non-cash loss on interest rate arrangements in connection with the early retirement of our term loans in the second quarter of 2002 (as restated). These losses are reflected as a "Loss on repurchase of debentures and early retirement of term loans" and a "Loss on interest rate arrangements upon early retirement of term loans" in our consolidated statement of operations.

Equity Earnings (Loss) from Affiliates.    Equity earnings (loss) from affiliates decreased by approximately $7.5 million in 2002 (as restated) versus 2001 (as restated), due to the operating results of our equity affiliates.

Other, Net.    Other, net was a loss of approximately $9 million in 2002 (as restated) compared to a loss of approximately $18 million in 2001 (as restated). This is primarily the result of a decrease in debt fee amortization of $7 million and a decrease in accounts receivable securitization fees of approximately $5 million. Offsetting these decreases was an increase of approximately $3 million in other miscellaneous expense (as restated). Additional information related to this balance can be found in Note 20, Other Income (Expense), Net, to the Company's audited consolidated financial statements.

Taxes.    The provision for income taxes for 2002 (as restated) was a benefit of $41.0 million as compared with a benefit of $4.3 million for 2001 (as restated). During 2002, the U.S. Department of Treasury issued new regulations that replace the loss disallowance rules applicable to the sale of stock of

34

a subsidiary member of a consolidated tax group. These regulations permit the Company to utilize a previously disallowed capital tax loss that primarily resulted from the sale of subsidiary in 2000. Accordingly, the Company recorded a tax benefit of $20 million in the quarter ended June 30, 2002. The provision for both years reflects the impact of foreign income taxed at rates greater than U.S. statutory rates, as well as state income taxes payable, even though we incurred a loss for U.S. tax purposes. The tax provision for 2001 (as restated) also reflects the impact of non-deductible goodwill.

Goodwill Impairment.    As of September 30, 2002, we completed our transitional impairment test needed to measure the amount of any goodwill impairment of our former TriMas subsidiary, as required by SFAS No. 142, "Goodwill and Other Intangible Assets." A non-cash, after-tax charge of $36.6 million was taken as of January 1, 2002. Consistent with the requirements of SFAS No. 142, we recognized this impairment charge as the cumulative effect of change in accounting principle as of January 1, 2002.

Preferred Dividends.    Preferred stock dividends were $9.1 million in 2002 (as restated) as compared to $5.9 million in 2001 (as restated). This increase is due to several factors. Our Series B preferred stock was issued in June of 2001 resulting in a half year of dividends accrued for that year. The full year impact of this dividend amounted to an increase of approximately $1 million in 2002 (as restated). Additionally, in 2001 we made cash payments for dividends accrued for the first two quarters associated with our Series A preferred stock. Therefore the remaining increase in preferred dividends is due to the accumulation of the 2002 dividends for payment to our shareholders as well as the compounded interest of previous year dividends not yet remitted to the shareholders.

Segment Information

Chassis Segment.    Sales for our Chassis Segment increased 4.8% in 2002 (as restated) versus 2001 (as restated), primarily driven by the overall increase in North American vehicle production and new product launches. However, the closure earlier in 2002 of one of their manufacturing facilities resulted in a $7 million decrease in sales year over year (as restated), or approximately 4.8% of the Chassis segment's sales for 2001 (as restated). Excluding the effect of this closed facility, the Chassis segment's revenue increased approximately 9.9% (as restated).

Driveline Segment.    Sales for our Driveline Segment increased 2.2% versus 2001 (as restated), or approximately 1% after adjusting for currency fluctuations. Offsetting the increase in North American vehicle build was the loss of certain customer contracts in late 2001, weakness in the overall hydraulic controls market and price concessions granted in 2002.

Engine Segment.    Sales for our Engine Segment increased 8.2% over the prior year (as restated), due principally to the increased North American vehicle production and new product launches. Adjusting for the impact of currency fluctuations, the Engine segments revenues increased by approximately 6.2% over the prior year (as restated).

Corporate/Centralized Resources.    Adjusted EBITDA for Corporate/Centralized Resources was $17.3 million for 2002 (as restated), an increase of approximately $5.5 million over 2001 (as restated). This increase is primarily attributed to our shared services initiatives to centralize standard processes and reduce redundant costs throughout the Company as described above in Selling, General and Administrative. Additionally, the increase is also attributable to a one-time $2.4 million expense reimbursement received in 2001 (as restated) (see Note 29, Related Party Transactions, to the Company's audited consolidated financial statements).

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				(In thousands)
Corporate/Centralized Resources				Year Ended December 29, 2002				Year Ended December 31, 2001
				(Restated)				(Restated)
Operating loss				$	(33,090	)		$	(25,440	)
Depreciation and amortization					9,990				7,220
Legacy stock award expense					4,240				4,620
Other, net					1,610				1,870
Adjusted EBITDA				$	(17,250	)		$	(11,730	)

Liquidity and Capital Resources

Overview.    Our objective is to appropriately finance our business through a mix of long-term and short-term debt and to ensure that we have adequate access to liquidity. Our principal sources of liquidity are cash flow from operations, our revolving credit facility and our accounts receivable securitization facility. As of December 28, 2003, we have significant unutilized capacity under our revolving credit facility and accounts receivable facility that may be utilized for acquisitions, investments or capital expenditure needs. Our cash flows during the year are impacted by the volume and timing of vehicle production, which includes a shutdown in our North American customers for approximately two weeks in July and one week in December and reduced production in July and August for certain European customers. We believe that our liquidity and capital resources including anticipated cash flow from operations will be sufficient to meet debt service, capital expenditure and other short-term and long-term obligations and needs, but we are subject to unforeseeable events and the risk that we are not successful in implementing our business strategies.

To facilitate the collection of funds from operating activities, we have sold receivables under our accounts receivable facility and have entered into accelerated payment collection programs with our largest customers. If these additional liquidity sources were to become unavailable or limited by customer concentration, credit quality or otherwise, we would require additional borrowing capacity through similar means or other lines of credit. We were informed that certain of the accelerated payment collection programs will be discontinued at various times during 2004 and 2005. At December 28, 2003, we accelerated approximately $40 million outstanding under these programs. We have been notified that a portion of this program will expire in 2004, with the majority of the program expiring in 2005. While the impact of the discontinuance of these programs may be partially offset by a greater utilization of our accounts receivable securitization facility, we are examining other alternative programs in the marketplace, as well as enhanced terms directly from our customers. However, we may not be able to reach a favorable resolution in a timely manner, and the new arrangements may be less advantageous to the Company. If we are unable to replace these arrangements, it could adversely affect our liquidity and future covenant compliance under our senior secured credit facility. In addition, if we fail to renew our accounts receivable securitization agreement, which expires in November 2005, we could have adverse effects on our liquidity and future covenant compliance.

Our capital planning process is focused on ensuring that we use our cash flow generated from our operations in ways that enhance the value of our company. Historically, we have used our cash for a mix of activities focused on revenue growth, cost reduction and strengthening the balance sheet. In 2003, we used our cash primarily to service our debt obligations and to fund our capital expenditure requirements.

Effect of Independent Investigation on Covenants and Liquidity.    Due to the delay in filing our financial statements as a result of the Independent Investigation and the restatement, we were required to seek waivers from our senior bank group, accounts receivable financing providers and certain lessors under sale-leaseback arrangements. Furthermore, prior to this filing, we did not comply with a covenant related to the delivery of financial statements for our 11% senior subordinated notes due in 2012 and the 10% senior notes due in 2013. However, we have not received a notice of default from either the trustee or the holders of such notes for either of these two securities. During this time period, we have continued to have adequate access to our accounts receivable securitization and revolving credit facilities. Upon completion and delivery of our financial statements to the SEC (Form 10-K for 2003 and Form 10-Q for the first two quarters of 2004), we will no longer require extensions of these waivers, or be in violation of any covenants on our notes discussed above.

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Liquidity.    We had approximately $14 million of cash and cash equivalents at December 28, 2003. Additionally, we had $163 million and $73 million of undrawn and available commitments from our revolving credit facility and accounts receivable securitization facility, respectively. Thus, total liquidity including cash deposits and the revolving credit facility was approximately $250 million at December 28, 2003. The accounts receivable securitization facility and the revolving credit facility were unutilized at December 28, 2003. Our access to these two facilities, though, is limited by certain covenant restrictions (see "Debt, Capitalization and Available Financing Sources" section following for further discussion on our debt covenants). As a result, we could have drawn up to approximately $50 million on our revolving credit facility and accounts receivable facility together as of December 28, 2003. Additionally, based on contractual language within our credit agreement related to the New Castle acquisition, our available liquidity increased upon the December 31, 2003 transfer of full ownership of the New Castle joint venture. Thus, based on the covenant limitations discussed above and the contractual language in our credit agreement related to New Castle, our total availability from these facilities is approximately $150 million in the first quarter of 2004 (after accounting for the approximate $58 million drawn on our accounts receivable securitization facility to finance the acquisition).

TriMas Common Stock.    On April 2, 2003, TriMas exercised its right to repurchase 1 million shares of its common stock from the Company at $20 per share, the same price that it was valued on June 6, 2002, the date of our sale of TriMas. As a result of this repurchase by TriMas, and as a result of acquisitions performed by TriMas in 2003, our ownership percentage in TriMas decreased to approximately 28% as of December 28, 2003. There are 5.75 million remaining shares outstanding, representing a book value of $120 million, that are recorded as "equity and other investments in affiliates" in the Company's consolidated balance sheet as of December 28, 2003.

Debt, Capitalization and Available Financing Sources.    In July 2003, we obtained an amendment of our credit facility to, among other things, permit the $150 million offering of 10% senior notes and the use of proceeds therefrom, modify certain negative and financial covenants and permit us to complete the acquisition of DaimlerChrysler's common and preferred interest in the New Castle joint venture under certain conditions. Under such amendment, the applicable interest rate spreads on our term loan obligations increased from 2.75% to 4.25% over the current LIBOR.

On October 20, 2003, we issued $150 million of 10% senior notes due 2013 in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended. As these notes were not registered within 210 days from the closing date, the annual interest rate increased by 1% and will remain so until the registration statement is declared effective. The net proceeds from this offering were used to redeem the balance of the $98.5 million aggregate principal amount of the outstanding 4.5% subordinated debentures ($91 million reflected on the balance sheet at December 29, 2002 (as restated)) that were due in December 2003, and to repay $46.6 million of term loan debt under our credit facility. As a result of this term loan repayment, our semi-annual principle installments on the term loan facility were decreased to $0.4 million with the remaining outstanding balance due December 31, 2009. In connection with this financing, we agreed with our banks to decrease our revolver facility from $250 million to $200 million.

In 2002, we entered into two arrangements to refinance our long-term debt. In the first arrangement, we issued $250 million aggregate principal amount of 11% senior subordinated notes due 2012. In connection with the 11% senior subordinated notes offering, we also amended and restated our credit facility to replace the original term loans with a new $400 million term loan. In addition to the term loan, the credit facility also includes a revolving credit facility with a principal commitment of $200 million (prior to our October 2003 senior note offering, this facility was $250 million). The revolving credit facility matures on May 28, 2007 and the term loan facility matures on December 31, 2009. The obligations under the credit facility are collateralized by substantially all of our assets and of the assets of substantially all of our domestic subsidiaries and are guaranteed by substantially all of our domestic subsidiaries on a joint and several basis.

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				(In millions)
				December 28, 2003				December 29, 2002
								(Restated)
Senior credit facilities:
Term loan				$	352			$	399
Revolving credit facility					—				—
Total senior credit facility				$	352			$	399
11% senior subordinated notes, with interest payable semi-annually, due 2012					250				250
10% senior notes, with interest payable semi-annually, due 2013					150				—
4.5% convertible subordinated debentures, due 2003 (face value $98.5 million)					—				91
Other debt (includes capital lease obligations)					26				29
Total				$	778			$	769
Less current maturities					(11	)			(100	)
Long-term debt				$	767			$	669

At December 28, 2003, we were contingently liable for standby letters of credit totaling $37 million issued on our behalf by financial institutions. These letters of credit are used for a variety of purposes, including meeting requirements to self-insure workers' compensation claims. As a result of the completion of our acquisition of the New Castle manufacturing operations on December 31, 2003, we issued and are contingently liable for additional standby letters of credit totaling $12 million.

Our senior credit facility contains covenants and requirements affecting us and our subsidiaries, including a financial covenant requirement for an EBITDA to cash interest expense coverage ratio to exceed 2.00 through March 28, 2004, increasing to 2.25 through July 3, 2005; and a debt to EBITDA leverage ratio not to exceed 5.25 through March 28, 2004, decreasing to 5.00 and 4.75 for the quarters ending July 27, 2004 and October 3, 2004, respectively. Note that the accounts receivable facility is included in computing debt for the purposes of these covenant calculations. We were in compliance with the preceding financial covenants throughout the year and obtained waivers associated with the timely submission of financial statements and associated representations and warranties through November 15, 2004. Our most restrictive covenant is the leverage ratio. The permitted leverage ratio (as modified on September 30, 2004) becomes more restrictive in future periods, declining to 5.00 in the second fiscal quarter of 2004, 4.75 in the third fiscal quarter of 2004, 4.50 in the first fiscal quarter of 2005, 4.25 in the third fiscal quarter of 2005, 3.75 in the fourth fiscal quarter of 2005, 3.00 in the first fiscal quarter of 2006 and 2.75 in the fourth fiscal quarter of 2006 and thereafter.

New Castle Acquisition.    We successfully completed our purchase of DaimlerChrysler's common and preferred interests in NC-M Chassis Systems, LLC ("New Castle") on December 31, 2003 (subsequent to our year end of December 28, 2003). We financed this acquisition with $118.8 million in cash, $31.7 million in aggregate principal amount of a new issue of 10% senior subordinated notes and $64.5 million in aggregate liquidation preference Series A-1 preferred stock. The cash portion of the consideration was funded in part with the net cash proceeds of approximately $65 million from the sale to and subsequent leaseback of certain equipment from General Electric Capital Corporation, and the remainder was funded through the Company's revolving credit facility.

Our senior credit agreement allowed for the purchase of New Castle and provided a provision to reflect the New Castle acquisition in the calculation of our negative financial covenants. Specifically, the credit agreement assumes 2003 EBITDA for New Castle to be $47.5 million less the annual rent paid on our operating lease used to finance the acquisition of approximately $10 million. Thus, based on the calculation of our leverage covenant and our available liquidity under our senior credit facility, at the end of 2003, the New Castle acquisition decreases our leverage ratio covenant by approximately 0.5x and increases our available liquidity from our working capital revolver facility by over $100 million.

Interest Rate Hedging Arrangements.    In February 2001, we entered into interest rate protection agreements with various financial institutions to hedge a portion of our interest rate risk related to the

38

term loan borrowings under our credit facility. These agreements include two interest rate collars with a term of three years, a total notional amount of $200 million and a three month LIBOR interest rate cap and floor of 7% and 4.5%, respectively, and four interest rate caps at a three month LIBOR interest rate of 7% with a total notional amount of $301 million. As a result of our early retirement of our term loans in June 2002, we recorded a cumulative non-cash loss of $7.5 million, which is included in our consolidated statement of operations for the year ended December 29, 2002 (as restated). The two interest rate collars and two of the interest rate caps totaling $200 million were immediately redesignated to our new term loan borrowings in June 2002. The remaining two interest rate caps totaling $101 million no longer qualify for hedge accounting. Therefore, any unrealized gain or loss is recorded as other income or expense in the consolidated statement of operations beginning June 20, 2002.

As a result of our repayment of $46.6 million of the term loan debt in October 2003, a portion of one of the interest rate caps previously redesignated to the new term loan borrowings in June 2002 is no longer considered effective. Therefore, $46.6 million of this $100 million interest rate cap no longer qualifies for hedge accounting. The ineffectiveness of this cap had no impact on our consolidated statement of operations.

Under the two remaining interest rate collars that are designated as a hedge, we recognized additional interest expense of $6.5 million during the year ended December 28, 2003. We expect to reclassify the $6.6 million currently included in other comprehensive income and approximately $0.9 million included in accrued liabilities into earnings upon maturity of the interest rate arrangements in February 2004. Assuming interest rates remain constant, we expect to recognize $0.8 million as additional expense in 2004.

Off-Balance Sheet Arrangements.

Our Receivables Facility.    We have entered into an agreement to sell, on an ongoing basis, the trade accounts receivable of certain business operations to a bankruptcy-remote, special purposes subsidiary, MTSPC, wholly owned by us. MTSPC has sold and, subject to certain conditions, may from time to time sell an undivided fractional ownership interest in the pool of domestic receivables, up to approximately $225 million, to a third party multi-seller receivables funding company, or conduit. Upon sale to the conduit, MTSPC holds a subordinated retained interest in the receivables. Under the terms of the agreement, new receivables are added to the pool as collections reduce previously sold receivables. We service, administer and collect the receivables on behalf of MTSPC and the conduit. The facility is an important source of liquidity to the Company. The receivables facility resulted in net expense of $3.3 million in 2003.

The facility is subject to customary termination events, including, but not limited to, breach of representations or warranties, the existence of any event that materially adversely affects the collectibility of receivables or performance by a seller and certain events of bankruptcy or insolvency. At December 28, 2003, no amount of our $225 million receivables facility was utilized, with $73 million available. The proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs. The agreement expires in November 2005. If we are unable to renew or replace this facility, it could adversely affect our liquidity and capital resources.

We have entered into agreements with international invoice factoring companies to sell customer accounts receivable of Metaldyne foreign locations in France, Germany, Spain, United Kingdom and Mexico on a non-recourse basis. As of December 28, 2003, we had available approximately $53 million from these commitments, and approximately $45.1 million of receivables were sold under these programs. We pay a commission to the factoring company plus interest from the date the receivables are sold to the date of customer payment. Commission expense related to these agreements are recorded in other expense, net on the Company's consolidated statement of operations.

Sale-Leaseback Arrangements.    We have engaged in a number of sale-leaseback transactions. At the time of the GMTI acquisition in June 2001, GMTI entered into sale-leasebacks with respect to certain manufacturing equipment and three real properties for proceeds of approximately $35 million and reduced the debt that we assumed as part of the acquisition by that amount. In June 2001, we entered into an approximate $25 million sale-leaseback related to manufacturing equipment. In December 2001 and

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January 2002, we entered into additional sale-leaseback transactions with respect to equipment and approximately 20 real properties for net proceeds of approximately $56 million and used the proceeds to repay a portion of our term debt under our credit facility. In December 2002, three additional sale-leaseback transactions were completed with respect to equipment for net proceeds of approximately $19 million. Of the $56 million in proceeds resulting from the December 2001 and January 2002 sale-leaseback transactions, approximately $21 million were from the sale of TriMas properties.

In March 2003, we entered into a sale-leaseback transaction with respect to certain manufacturing equipment for proceeds of approximately $8.5 million, and in October 2003, we entered into a sale-leaseback transaction for machinery and equipment for additional proceeds of $8.5 million. In July 2003, we entered into an approximate $10 million operating lease associated with the acquisition of our Greensboro, North Carolina facility. The proceeds from this lease were used to finance a portion of the acquisition of this facility from Dana Corporation. All of these leases are accounted for as operating leases. The sale-leasebacks initiated in 2003 contribute an additional $3.8 million in annualized lease expense going forward, which is included in our "Contractual Cash Obligations," below. We continue to look to sale-leaseback and other leasing opportunities as a source of cash for debt reduction and other uses.

Certain Other Commitments.    We have other cash commitments not relating to debt as well, such as those in respect of leases, preferred stock and restricted stock awards.

In November 2000, a group of investors led by Heartland and CSFB Private Equity acquired control of Metaldyne. Immediately following the November 2000 acquisition, we made restricted stock awards to certain employees of shares of our common stock. Under their terms, 25% of those shares became free of restriction, or vested upon the closing of the November 2000 acquisition and one quarter of the shares were due to vest on each January 14, 2002, 2003, and 2004. Holders of restricted stock are entitled to elect cash in lieu of 40% of their restricted stock which vested at closing and 100% of their restricted stock on each of the other dates with the shares valued at $16.90 per share, together with cash accruing at approximately 6% per annum; to the extent that cash is not elected, additional common stock valued at $16.90 per share is issuable in lieu of the 6% accretion. As a result of the elections made for the January 14, 2003 payment and restrictions under our credit facility, we paid approximately $16 million in cash to vested holders of restricted stock in January 2003. We are entitled to reimbursement of certain amounts from our former subsidiary TriMas, representing approximately 45% of our obligations related to these restricted stock awards and, accordingly, a receivable from TriMas is included in our consolidated balance sheet at December 29, 2002 (as restated). As a result of the elections made for the January 14, 2004 payment, we have recorded $16.8 million in accrued liabilities as of December 28, 2003, representing the cash and stock portion of the January 14, 2004 vesting date that represents the gross payment before reimbursement from TriMas.

We also have outstanding $74 million in aggregate liquidation value of Series A and Series B preferred stock in respect of which we have the option to pay cash dividends, subject to the terms of our debt instruments, at rates of 13% and 11.5%, respectively, per annum initially and to effect a mandatory redemption in December 2012 and June 2013, respectively. For periods that we do not pay cash dividends on the Series A preferred stock, an additional 2% per annum of dividends is accrued. No cash dividends were paid in 2002 or 2003. In the event of a change in control or certain qualified equity offerings, we may be required to make an offer to repurchase our outstanding preferred stock. We may not be permitted to do so and may lack the financial resources to satisfy these obligations. Consequently, upon these events, it may become necessary to recapitalize our company or secure consents.

Saturn-Related Obligations.    In the November 2000 recapitalization of the Company, our shares were converted into the right to receive $16.90 in cash plus additional cash amounts based upon the net proceeds of the disposition of the stock of Saturn Electronics & Engineering Inc. held by Metaldyne. We hold 1,796,800 shares of Class A common stock and 1,796,800 shares of Class B common stock of Saturn, a privately held corporation. As such, there is no readily available market value of these shares. In 2003, Saturn recognized an approximate $35 million loss primarily associated with an intangible assets impairment. In accordance with our equity accounting treatment of this investment, we recognized a non-cash loss associated with Saturn's financial results proportionate to our ownership interest in Saturn.

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This loss is included as "equity loss from affiliates, net" in our consolidated statement of operations for the year ended December 28, 2003. We have not identified any additional indicators of impairment. Although no disposition of the stock of Saturn was made prior to the recapitalization or has been made to date, former holders of our common stock as of the merger will be entitled to amounts based upon the net proceeds, if any, from any future disposition of that stock if and when a disposition is completed. The amount which will be paid to such former stockholders will equal the proceeds in excess of $18 million and less than or equal to $40 million, any proceeds in excess of $55.7 million and less than or equal to $56.7 million as well as 60% of any such proceeds in excess of $56.7 million. We are not responsible to disburse any funds to the previous holders of the Company's common stock if the sale proceeds are less than $18 million. The Company does not control the timing of the sale of Saturn. Therefore, it is possible that the Company may choose to agree to accept an amount less than that indicated above in order to accelerate a disposition of the holdings of the stock of Saturn. Any sale of the stock of Saturn requires approval from a committee representing the interests of the former shareholders of the Company.

TriMas Receivables.    We have recorded approximately $15.4 million as of December 28, 2003, consisting of receivables related to certain amounts from TriMas. These amounts include TriMas' obligations resulting from the vesting of the restricted stock awards issued in conjunction with the November 2000 recapitalization of approximately $7.6 million, tax net operating losses created prior to the disposition of TriMas of approximately $2.2 million, pension obligations of approximately $5.1 million and various invoices paid on TriMas' behalf of approximately $0.3 million.

The restricted stock award program represents a Company obligation as the participants have the option to receive payment in either cash or Metaldyne stock. Therefore, we retained the entire liability for the restricted stock award program on our books. TriMas' liability for its portion of the restricted stock awards was not assumed until the disposition date of June 20, 2002. Cash received in July 2002 and January 2003 from TriMas in reimbursement for amounts the Company paid to TriMas retired and former employees totaled $0.5 million and $4.2 million, respectively. Of the $7.6 million obligation at December 28, 2003, TriMas directly paid $4.4 million to its employees and reimbursed an approximate $3.8 million of payments made by the Company. That portion of TriMas' obligation paid directly by TriMas to its current and former employees is accounted for as a reduction to the receivable from TriMas and a reduction to the restricted stock award liability on the Company's books. We made the final required cash payment for this program in January 2004.

Credit Rating.    Metaldyne is rated by Standard & Poor's and Moody's Ratings. As of December 28, 2003 and October 15, 2004, we have long-term ratings of BB/B2 on our senior credit facility, B/B3 on our 10% senior notes due 2013 and B/Caa1 on our 11% senior subordinated notes due 2012. Our goal is to decrease our total leverage and thus improve our credit ratings. In the event of a credit downgrade, we believe we would continue to have access to additional credit sources. However, our borrowing costs would further increase and our ability to access certain financial markets may become limited.

Capital Expenditures.    Our capital expenditure program promotes our growth-oriented business strategy by investing in our core areas, where efficiencies and profitability can be enhanced. Capital expenditures by product segment for the periods presented were:

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				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
Capital Expenditures:
Automotive Group
Chassis				$	21,830			$	14,500
Driveline					45,110				36,470
Engine					49,700				49,310
Corporate					14,080				6,210
Automotive Group					130,720				106,490			$	92,420
TriMas Group					—				9,960				18,690
Total				$	130,720			$	116,450			$	111,110

We anticipate that our capital expenditure requirements for fiscal 2004 will be approximately $159 million.

Contractual Cash Obligations

Under various agreements, we are obligated to make future cash payments in fixed amounts. These include payments under our long-term debt agreements, rent payments required under lease agreements and various severance obligations undertaken. The following table summarizes our fixed cash obligations over various future periods as of December 28, 2003.

				(In millions)
				Payments Due by Periods
				Total				Less Than One Year				1-3 Years				3-5 Years				After 5 Years
Long-term debt				$	352			$	1			$	3			$	1			$	347
11% Senior subordinated notes					250				—				—				—				250
10% Senior notes					150				—				—				—				150
Other debt					16				5				3				—				8
Capital lease obligations					10				5				4				1				—
Operating lease obligations (1)					270				37				63				54				116
Redeemable preferred stock, including accrued dividends					74				—				—				—				74
Redeemable restricted common stock (2)					17				17				—				—
Pension contributions (data available through 2005)					38				18				20				—				—
Contractual severance					9				6				3				—				—
Total contractual obligations (3)				$	1,186			$	89			$	96			$	56			$	945

(1)	Operating lease expense is deducted to arrive at Adjusted EBITDA.

(2)	Redeemable restricted common stock includes TriMas' portion, consisting of approximately 50% of total obligations, which will be reimbursed to the Company.

(3)	Total contractual obligations exclude accounts payable and accrued liabilities.

At December 28, 2003, we were contingently liable for standby letters of credit totaling $37 million issued on our behalf by financial institutions. We are also contingently liable for future product warranty claims. As a result of the completion of our acquisition of the New Castle manufacturing operations on December 31, 2003, we issued and are contingently liable for additional standby letters of credit totaling $12 million. We believe that our product warranty exposure is immaterial; however, it is continuously monitored for potential warranty implications of new and current business.

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Pension Plans and Post Employment Benefits

We sponsor defined benefit pension plans covering certain active and retired employees in the United States, Canada and Europe. On December 29, 2002, the projected benefit obligation (calculated using a 6.73% discount rate) exceeded the market value of plan assets by $112.1 million. During 2003, we made contributions, including benefit payments made directly by Metaldyne, of $16.4 million to the defined benefit plans. The underfunded status at December 28, 2003 is $126.4 million (assuming a 6.11% discount rate). Under SFAS No. 87, "Employers' Accounting for Pensions," Metaldyne is required annually on September 30 to re-measure the present value of projected pension obligations as compared to plan assets at market value. Although this mark-to-market adjustment is required, we maintain a long-term outlook for developing a pension-funding plan. In addition, we are in a period of very low interest rates, which results in a higher liability estimate.

(In thousands)				Underfunded Status (PBO Basis)
December 29, 2002				$	(112,090	)
Pension contributions					16,380
2003 asset returns					9,790
Impact of U.S. discount rate decrease by 65 basis points					(22,100	)
Interest and service cost					(20,320	)
Curtailments					2,710
Other					(770	)
December 28, 2003				$	(126,400	)

The discount rate that we utilize for determining future pension obligations is based on a review of long-term bonds, including published indices, which receive one of the two highest ratings given by recognized rating agencies. The discount rate determined on that basis decreased from 6.75% for 2002 to 6.125% for 2003. This 65 basis point decline in the discount rate had the effect of increasing the underfunded status of our U.S. pension plans by approximately $22.1 million.

For 2003, we have assumed a long-term asset rate of return on pension assets of 8.96%. We will utilize a 9% long-term asset rate of return assumption in 2004. In developing the 9% expected long-term rate of return assumption, we evaluated input from our third party pension plan asset managers, including a review of asset class return expectations and long-term inflation assumptions. At December 28, 2003, our actual asset allocation was consistent with our asset allocation assumption.

Our pension expense was $2.1 million and $10.4 million for 2003 and 2002, respectively. For 2004, we expect pension expense to be $5 million. As required by accounting rules, our pension expense for 2004 is determined at the end of September 2003. However, for purposes of analysis, the following table highlights the sensitivity of our pension obligations and expense to changes in assumptions:

				(In millions)
Change in assumptions				Impact on Pension expense				Impact on PBO
25 bp decrease in discount rate				$	0.6			$	9.6
25 bp increase in discount rate					(0.6	)			(9.5	)
25 bp decrease in long-term return on assets					(0.5	)			N/A
25 bp increase in long-term return on assets					0.5				N/A

We expect to make contributions of approximately $17.5 million to the defined benefit pension plans for 2004.

On January 1, 2003, we replaced our existing combination of defined benefit plans and defined contribution plans for non-union employees with an age-weighted profit-sharing plan and a 401(k) plan. Defined benefit plan benefits will no longer accrue after 2002 for these employees. This change affected approximately 1,200 employees. The profit-sharing component of the new plan is calculated using allocation rates that are integrated with Social Security and that increase with age. Our 2004 defined

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benefit pension expense will be approximately $5.2 million and our defined contribution (profit-sharing and 401(k) matching contribution) expense will be approximately $9.1 million.

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act was signed into law. This law provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the benefit established by the law. The Company provides retiree drug benefits that exceed the value of the benefits that will be provided by Medicare Part D, and the Company's eligible retirees generally pay a premium for this benefit that is less than the Part D premium. Therefore, the Company has concluded that these benefits are at least actuarially equivalent to the Part D program so that Metaldyne will be eligible for the basic Medicare Part D subsidy.

In the second quarter of 2004, a Financial Accounting Standards Board (FASB) Staff Position (FSP FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003") was issued providing guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. The FSP is effective for the first interim or annual period beginning after June 15, 2004. The Company estimates the federal subsidy included in the law will ultimately result in an approximate $4.5 million to $6.0 million reduction in Metaldyne's postretirement benefit obligation. However, the reduction is not reflected in the Company's postretirement benefit obligation at the balance sheet date, since this information is as of the Company's September 30, 2003 measurement date. For 2004, the Company expects a net reduction in our postretirement expense when compared to 2003. This decrease reflects the favorable impact of the Medicare legislation and changes to the plans that eliminated some coverage, offset by a 50 basis point decline in the discount rate and adverse experience in health care trends.

Cash Flows

Operating activities — Net cash provided by operating activities totaled $99.0 million for the year ended December 28, 2003, compared to a use of cash of $65.1 million in 2002 (as restated) and a source of cash of $173.8 million in 2001 (as restated). Adjusting 2002 results by the $167 million decreased use of the accounts receivable securitization program, the 2002 operating cash flows (as restated) would have approximated $102 million, or approximately $3 million higher than 2003 results. The resulting decrease in 2003 operating cash flows is made up of lower operating performance in 2003, partially due to divestiture of our TriMas subsidiary in June 2002, but is offset by improved working capital performance in 2003 relative to 2002 (as restated).

Investing activities — Cash flows used in investing activities totaled $98.8 million for the year ended December 28, 2003, compared to a source of cash of $775.7 million in 2002 (as restated) and a use of cash of $104.7 million in 2001 (as restated). The principal use of cash in 2003, 2002 and 2001 reflects capital expenditures related to ongoing operations. Additionally, in 2003, we invested $20 million in NC-M Chassis Systems, LLC, a joint venture with DaimlerChrysler Corporation; divested of our Fittings division for proceeds of $22.6 million; and sold $20 million of our investment in TriMas. In 2002 (as restated), we divested 66% of our interest in TriMas for $840 million. Proceeds from sale-leaseback transactions with respect to equipment and real property represented a source of cash of $17 million, $52.2 million and $84.7 million in 2003, 2002 (as restated) and 2001 (as restated), respectively.

Financing activities — Cash flows used in financing activities totaled $5.7 million for the year ended December 28, 2003, compared to a use of cash of $691.5 million in 2002 (as restated) and $95.3 million in 2001 (as restated). In 2003, we secured proceeds of $150 million in a public debt offering, which was offset by repayment of $98.5 million of subordinated convertible debentures that became due in December 2003 and repayment of $47.6 million of term loan debt. In 2002, we secured proceeds of $250 million in a public debt offering, which was offset by repayment of $205.3 million of subordinated convertible debentures and net refinancing of $712.5 million of our term loan debt.

Outlook

Automotive vehicle production in 2004 is expected to be slightly below 2003 production levels in North America and slightly higher in Europe, but there are several factors that could alter this outlook, including a change in interest rates or an increase in vehicle incentives offered to consumers.

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Our principal use of funds from operating activities and borrowings for the next several years are expected to fund interest and principal payments on our indebtedness, growth related capital expenditures and working capital increases, strategic acquisitions and lease expense. Management believes cash flow from operations and debt financing and refinancing that occurred in October 2003 will provide us with adequate sources of liquidity for the foreseeable future. However, our sources of liquidity may be inadequate if we are unable to obtain operating targets, which would cause us to seek covenant relief from existing lenders in the near future. In addition, matters affecting the credit quality of our significant customers could adversely impact the availability of our receivables arrangements and our liquidity. We continue to explore other sources of liquidity, including additional debt, but existing debt instruments may limit our ability to incur additional debt, and we may be unable to secure equity or other financing.

On December 31, 2003, we completed our acquisition of DaimlerChrysler's New Castle facility. Based on our new, more favorable agreement with the UAW and the supply contract with Daimler Chrysler, we anticipate 2004 Adjusted EBITDA for this facility of between $35 and $40 million, net of approximately $10 million in operating lease expense associated with a $65 million sale-leaseback of New Castle equipment used to finance the acquisition.

Two of our largest suppliers have recently declared bankruptcy, and are in the process of reorganizing. The effect on the Company from these bankruptcies is unknown, but they could result in the Company paying higher prices, having less favorable payment terms and/or having interrupted supply of parts.

Consistent with operating in the global vehicle industry, we anticipate significant competitive pressures and thus expect to face significant price reduction pressures from our customer base. In 2003, though, we invested significantly in automation and underwent significant restructuring activities to help accommodate these pricing pressures. In addition, we are facing significant increases in the cost to procure certain materials utilized in our manufacturing processes such as steel, energy, Molybdenum and nickel. In general, steel prices have recently risen by as much as 60-100% and have thus created significant tension between steel producers, suppliers and end customers. Based on current prices, our steel costs could increase approximately $50 million in 2004. However, we anticipate several initiatives such as steel scrap sales, steel resourcing efforts, contractual steel surcharge pass through agreements with selected customers and reducing or eliminating 2004 scheduled price downs to our customers will offset approximately $30 million of these increased costs. Additionally, we are actively working with our customers to 1) obtain additional business to help offset these prices through better utilization of our capacity, 2) negotiate a surcharge to reflect the increased material costs, and/or 3) resource certain of our products made unprofitable by these increases in material costs. We will actively work to mitigate the effect of these steel increases throughout 2004.

Critical Accounting Policies

The expenses and accrued liabilities or allowances related to certain policies are initially based on our best estimates at the time of original entry in our accounting records. Adjustments are recorded when our actual experience differs from the expected experience underlying the estimates. We make frequent comparisons of actual versus expected experience to mitigate the likelihood of material adjustments.

Goodwill.    In June 2001, the Financial Accounting Standards Board ("FASB") approved Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" which was effective for us on January 1, 2002. Under SFAS No. 142, we ceased the amortization of goodwill. Beginning in 2002, we test goodwill for impairment on an annual basis, unless conditions exist which would require a more frequent evaluation. In assessing the recoverability of goodwill, projections regarding estimated future cash flows and other factors are made to determine the fair value of the respective assets. We may be required to record impairment charges for goodwill if these estimates or related projections change in the future.

At adoption and again during 2002 and 2003, we determined that our goodwill was not impaired as fair values continue to exceed their carrying value. Fair value of our goodwill is determined based upon the discounted cash flows of the reporting units using a 9.5% discount. Assuming an increase in the discount rate to 12%, fair value would continue to exceed the respective carrying value of each automotive segment.

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Receivables And Revenue Recognition.    The Company recognizes revenue when there is evidence of a sale, the delivery has occurred or services have been rendered, the sales price is fixed or determinable and the collectibility of receivables is reasonably assured. Consequently, sales are generally recorded upon shipment of product to customers and transfer of title under standard commercial terms. Significant retroactive price adjustments are recognized in the period in which such amounts become probable.

Valuation of Long-Lived Assets.    Metaldyne periodically evaluates the carrying value of long-lived assets to be held and used including intangible assets, when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds that fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Impairment losses on long-lived assets are held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets.

Pension and Postretirement Benefits Other Than Pensions.    The determination of our obligation and expense for our pension and postretirement benefits, such as retiree healthcare and life insurance, is dependent on our selection of certain assumptions used by actuaries in calculating such amounts. These assumptions are described in Note 25, Employee Benefit Plans, to the Company's audited consolidated financial statements, which include, among others, discount rate, expected long-term rate of return on plan assets and rate of increase in compensation and health care costs. While we believe that our assumptions are appropriate, significant differences in our actual experience or assumptions may materially affect the amount of our pension and postretirement benefits other than pension obligation and our future expense. Our actual return on pension plan assets was 6.5%, (5.75)% and (8.62)% for the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), respectively. In comparison, our expected long-term return on pension plan assets was 8.96%, 8.97% and 8.96% for the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), respectively. The expected return on plan assets was established by analyzing the long-term returns for similar assets and, as such, no revisions have been made to adjust to actual performance of the plan assets.

New Accounting Pronouncements.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB 51." FIN No. 46 requires that the primary beneficiary in a variable interest entity consolidate the entity even if the primary beneficiary does not have a majority voting interest. The consolidation requirements of this Interpretation are required to be implemented for any variable interest entity created on or after January 31, 2003. In addition, FIN No. 46 requires disclosure of information regarding guarantees or exposures to loss relating to any variable interest entity existing prior to January 31, 2003 in financial statements issued after January 31, 2003. We have completed our review of certain potential variable interest entities, which are lessors under some of our operating lease agreements, as well as our accounts receivable securitization facility, to determine the impact of FIN No. 46. We have determined that there will be no impact on our financial position or results of operations due to the adoption of this Interpretation.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This Statement amends Statement 133 for certain decisions made as part of the Derivatives Implementation Group process that effectively required amendments to Statement 133, in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative. This Statement is effective for contracts entered into or modified after June 30, 2003 (with exceptions) and for hedging relationships designated after June 30, 2003. SFAS No. 149 did not have any impact on our financial condition, results of operations or required disclosures upon adoption as of the quarter ended September 28, 2003.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer

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classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities, for which it is effective for the first fiscal period beginning after December 15, 2003. Due to the Company being a nonpublic entity as defined in SFAS No. 150, we adopted this Statement effective for the quarter ended March 28, 2004. As a result of our adoption of SFAS No. 150, the Company's redeemable preferred stock is classified as a long-term liability on the Company's consolidated balance sheet effective as of the quarter ended March 28, 2004, and preferred stock dividends associated with this redeemable preferred stock are classified as other expense, net on the Company's consolidated statement of operations beginning with the quarter ended March 28, 2004.

In December 2003, the FASB issued SFAS No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits." This Statement revises employers' disclosures about pension plans and other postretirement benefit plans. It requires additional disclosures to those in the original SFAS No. 132 about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. This Statement is effective for financial statements with fiscal years ending after December 15, 2003, and for interim periods beginning after December 15, 2003. We have adopted this Statement for the year ended December 28, 2003.

Fiscal Year

Effective in 2002, our fiscal year ends on the Sunday nearest to December 31.

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk.

In the normal course of business, we are exposed to market risk associated with fluctuations in foreign exchange rates. We are also subject to interest risk as it relates to long-term debt. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for details about our primary market risks, and the objectives and strategies used to manage these risks. Also see Note 11, Long-Term Debt, to the Company's audited consolidated financial statements for additional information.

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Item 8.    Financial Statements And Supplementary Data.

Report of Independent Registered Public Accounting Firm

The Board of Directors
Metaldyne Corporation:

We have audited the accompanying consolidated balance sheet of Metaldyne Corporation as of December 28, 2003, and the related consolidated statements of operations, shareholders' equity and other comprehensive income, and cash flows for the year then ended. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 2003 consolidated financial statements referred to above present fairly, in all material respects, the financial position of Metaldyne Corporation as of December 28, 2003, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

Detroit Michigan
November 10, 2004

/s/ KPMG LLP

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
of Metaldyne Corporation

In our opinion, the accompanying consolidated balance sheet and the related statements of operations, of shareholders' equity and of cash flows present fairly, in all material respects, the financial position of Metaldyne Corporation and its subsidiaries at December 29, 2002, and the results of their operations and their cash flows for the years ended December 29, 2002 and December 31, 2001 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the accompanying financial statement schedule presents fairly, in all material respects, the information set forth therein for the years ended December 29, 2002 and December 31, 2001 when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 8 to the consolidated financial statements, the Company changed its method of accounting for goodwill resulting from its adoption of Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets," effective January 1, 2002.

As discussed in Note 2 to the consolidated financial statements, the Company restated its December 29, 2002 and December 31, 2001 financial statements.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Detroit, Michigan
March 11, 2003, except as to the effect of the matters described in Notes 2 and 16,
    which are as of November 10, 2004

49

METALDYNE CORPORATION CONSOLIDATED BALANCE SHEET
DECEMBER 28, 2003 AND DECEMBER 29, 2002

(Dollars in thousands except share amounts)

				2003				2002
ASSETS								(Restated)
Current assets:
Cash and cash equivalents				$	13,820			$	19,130
Receivables, net:
Trade, net of allowance for doubtful accounts					139,330				144,280
TriMas					15,350				27,820
Other					26,440				11,380
Total receivables, net					181,120				183,480
Inventories					83,680				76,670
Deferred and refundable income taxes					9,110				23,550
Prepaid expenses and other assets					36,280				28,610
Total current assets					324,010				331,440
Equity and other investments in affiliates					148,830				152,100
Property and equipment, net					707,450				674,690
Excess of cost over net assets of acquired companies					584,390				573,570
Intangible and other assets					247,180				286,190
Total assets				$	2,011,860			$	2,017,990
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable				$	201,240			$	194,680
Accrued liabilities					136,840				110,030
Current maturities, long-term debt					10,880				99,900
Total current liabilities					348,960				404,610
Long-term debt					766,930				669,020
Deferred income taxes					121,520				136,520
Minority interest					800				---
Other long-term liabilities					153,760				143,300
Total liabilities					1,391,970				1,353,450
Redeemable preferred stock, (aggregate liquidation value $76.0 million). Authorized: 554,153 shares; 545,154 shares issued and outstanding					73,980				64,510
Redeemable restricted common stock, zero and 2.6 million shares outstanding, respectively					—				23,790
Less: Restricted unamortized stock awards					—				(3,120	)
Total redeemable stock					73,980				85,180
Shareholders' equity:
Preferred stock (non-redeemable), $1 par, Authorized: 25 million; Outstanding: None					—				—
Common stock, $1 par, Authorized: 250 million; Outstanding: 42.7 million and 42.6 million, respectively					42,730				42,650
Paid-in capital					692,400				684,870
Accumulated deficit					(234,750	)			(150,160	)
Accumulated other comprehensive income					45,530				2,000
Total shareholders' equity					545,910				579,360
Total liabilities, redeemable stock and shareholders' equity				$	2,011,860			$	2,017,990

The accompanying notes are an integral part of the consolidated financial statements.

50

METALDYNE CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 28, 2003, DECEMBER 29, 2002 AND
DECEMBER 31, 2001

(Dollars in thousands except per share data)

				December 28, 2003				December 29, 2002				December 31, 2001
								(Restated)				(Restated)
Net sales				$	1,508,200			$	1,792,200			$	2,127,390
Cost of sales					(1,352,670	)			(1,498,560	)			(1,734,330	)
Gross profit					155,530				293,640				393,060
Selling, general and administrative expenses (Includes legacy restricted stock award expense of $3.1 million, $4.9 million and $7.9 million in 2003, 2002 and 2001, respectively)					(117,230	)			(181,460	)			(265,120	)
Restructuring charges					(13,130	)			(3,470	)			—
Asset impairment					(4,870	)			—				—
Operating profit					20,300				108,710				127,940
Other expense, net:
Interest expense					(75,510	)			(91,000	)			(148,160	)
Loss on repurchase of debentures and early retirement of term loans					—				(68,860	)			—
Loss on interest rate arrangements upon early retirement of term loans					—				(7,550	)			—
Equity loss from affiliates, net					(20,700	)			(1,410	)			(8,930	)
Other, net					(8,080	)			(8,980	)			(17,890	)
Other expense, net					(104,290	)			(177,800	)			(174,980	)
Loss before income taxes and cumulative effect of change in accounting principle					(83,990	)			(69,090	)			(47,040	)
Income tax benefit					(8,660	)			(40,960	)			(4,260	)
Loss before cumulative effect of change in accounting principle					(75,330	)			(28,130	)			(42,780	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				(36,630	)			—
Net loss					(75,330	)			(64,760	)			(42,780	)
Preferred stock dividends					9,260				9,120				5,850
Loss attributable to common stock				$	(84,590	)		$	(73,880	)		$	(48,630	)
Basic and diluted loss per share:
Before cumulative effect of change in accounting principle less preferred stock dividends				$	(1.98	)		$	(0.87	)		$	(1.14	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				(0.86	)			—
Net loss attributable to common stock				$	(1.98	)		$	(1.73	)		$	(1.14	)

The accompanying notes are an integral part of the consolidated financial statements.

51

METALDYNE CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 28, 2003, DECEMBER 29, 2002 AND
DECEMBER 31, 2001

(Dollars in Thousands)				December 28, 2003				December 29, 2002				December 31, 2001
								(Restated)				(Restated)
Operating activities:
Net loss				$	(75,330	)		$	(64,760	)		$	(42,780	)
Adjustments to reconcile net cash provided by (used for) operating activities:
Depreciation and amortization					106,350				107,430				157,750
Non-cash stock award expense					3,090				4,880				7,930
Debt fee amortization					2,480				4,770				11,610
Loss on disposal of fixed assets					14,870				750				1,850
Asset impairment					4,870				—				—
Deferred income taxes					(24,250	)			(21,040	)			11,790
Non-cash interest expense (interest accretion)					7,170				12,990				17,500
Loss on interest rate arrangements					—				7,550				—
Equity (earnings) losses from affiliates, net of dividends					20,700				1,410				8,930
Cumulative effect of change in recognition and measurement of goodwill impairment					—				36,630				—
Loss on repurchase of debentures and early retirement of term loans					—				68,860				—
Other, net					500				(870	)			5,980
Changes in assets and liabilities, net of acquisition/disposition of business:
Receivables, net					10,790				(8,600	)			31,640
Net proceeds from and repayments of accounts receivable sale					—				(167,360	)			16,860
Inventories					(5,710	)			(4,870	)			34,960
Refundable income taxes					21,750				(34,150	)			9,310
Prepaid expenses and other assets					2,940				(15,120	)			1,200
Accounts payable and accrued liabilities					9,020				6,390				(100,740	)
Net cash provided by (used for) operating activities					99,240				(65,110	)			173,790
Investing activities:
Capital expenditures					(130,720	)			(116,450	)			(111,110	)
Disposition of businesses to a related party					22,570				840,000				—
Acquisition of business, net of cash received					(7,650	)			—				(83,320	)
Proceeds from sale/leaseback of fixed assets					16,970				52,180				84,660
Proceeds from sale of TriMas shares					20,000				—				—
Investment in joint venture					(20,000	)			—				—
Other, net					—				—				5,060
Net cash provided by (used for) investing activities					(98,830	)			775,730				(104,710	)
Financing activities:
Proceeds of term loan facilities					—				400,000				44,250
Principal payments of term loan facilities					(47,600	)			(1,112,450	)			(81,990	)
Proceeds of revolving credit facility					180,000				324,800				23,560
Principal payments of revolving credit facility					(180,000	)			(324,800	)			(48,750	)
Proceeds of senior subordinated notes, due 2012					—				250,000				—
Proceeds of senior subordinated notes, due 2013					150,000				—				—
Principal payments of convertible subordinated debentures, due 2003 (net of $1.2 million non-cash portion of repurchase)					(98,530	)			(205,290	)			—
Proceeds of other debt					1,940				920				51,560
Principal payments of other debt					(9,180	)			(6,090	)			(84,700	)
Capitalization of debt refinancing fees					(2,350	)			(12,100	)			—
Penalties on early extinguishment of debt					—				(6,480	)			—
Other, net					—				—				750
Net cash used for financing activities					(5,720	)			(691,490	)			(95,320	)
Net increase (decrease) in cash					(5,310	)			19,130				(26,240	)
Cash and cash equivalents, beginning of year					19,130				—				26,240
Cash and cash equivalents, end of year				$	13,820			$	19,130			$	—
Supplementary cash flow information:
Cash refunded for income taxes, net				$	(27,060	)		$	(2,900	)		$	(15,380	)
Cash paid for interest				$	63,590			$	91,840			$	133,120

The accompanying notes are an integral part of the consolidated financial statements.

52

METALDYNE CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
AND OTHER COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 28, 2003, DECEMBER 29, 2002 AND
DECEMBER 31, 2001

																				OTHER COMPREHENSIVE INCOME												(In thousands)
				PREFERRED STOCK				COMMON STOCK				PAID-IN CAPITAL				ACCUMULATED DEFICIT				FOREIGN CURRENCY TRANSLATION AND OTHER				MINIMUM PENSION LIABILITY				INTEREST RATE ARRANGEMENTS				TOTAL SHAREHOLDERS' EQUITY
Balances, December 31, 2000 as reported				$	—			$	38,670			$	617,780			$	(27,260	)		$	10,070			$	—			$	—			$	639,260
Restatement adjustments					—				—				—				(380	)			90				—				—				(290	)
Balances, December 31, 2000 (Restated)				$	—			$	38,670			$	617,780			$	(27,640	)		$	10,160			$	—			$	—			$	638,970
Comprehensive income:
Net loss (Restated)																	(42,780	)															(42,780	)
Foreign currency translation (Restated)																					(9,270	)											(9,270	)
Interest rate arrangements																													(5,870	)			(5,870	)
Minimum pension liability (net of tax, $(4,290))																									(7,310	)							(7,310	)
Total comprehensive loss																																	(65,230	)
Preferred stock dividends																	(5,850	)															(5,850	)
Issuance of shares									3,900				61,890																				65,790
Balances, December 31, 2001 (Restated)				$	—			$	42,570			$	679,670			$	(76,270	)		$	890			$	(7,310	)		$	(5,870	)		$	633,680
Comprehensive income:
Net loss (Restated)																	(64,770	)															(64,770	)
Foreign currency translation (Restated)																					39,170												39,170
Interest rate arrangements (net of tax, $(380))																													5,100				5,100
Minimum pension liability (net of tax, $(17,960))																									(30,570	)							(30,570	)
Increase in TriMas investment																					2,500												2,500
Impact of TriMas disposition																					(1,910	)											(1,910	)
Total comprehensive loss																																	(50,480	)
Preferred stock dividends																	(9,120	)															(9,120	)
Exercise of restricted stock awards													4,270																				4,270
Issuance of shares									80				930																				1,010
Balances, December 29, 2002 (Restated)				$	—			$	42,650			$	684,870			$	(150,160	)		$	40,650			$	(37,880	)		$	(770	)		$	579,360
Comprehensive income:
Net loss																	(75,330	)															(75,330	)
Foreign currency translation																					45,010												45,010
Interest rate arrangements (net of tax, $1,080)																													7,340				7,340
Minimum pension liability (net of tax, $(9,450))																									(16,080	)							(16,080	)
Increase in TriMas investment																					7,260												7,260
Total comprehensive loss																																	(31,800	)
Preferred stock dividends																	(9,260	)															(9,260	)
Disposition of business to a related party													6,270																				6,270
Exercise of restricted stock awards									80				1,260																				1,340
Balances, December 28, 2003				$	—			$	42,730			$	692,400			$	(234,750	)		$	92,920			$	(53,960	)		$	6,570			$	545,910

The accompanying notes are an integral part of the consolidated financial statements.

53

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    Business and Other Information

Metaldyne Corporation ("Metaldyne" or "the Company") is a leading global manufacturer of highly engineered metal components for the global light vehicle market. Our products include metal-formed and precision-engineered components and modular systems used in vehicle transmission, engine and chassis applications.

The Company maintains a fifty-two/fifty-three week fiscal year ending on the Sunday nearest to December 31. Fiscal years 2003, 2002 and 2001 each comprised fifty-two weeks and ended on December 28, 2003, December 29, 2002 and December 31, 2001, respectively. All year and quarter references relate to the Company's fiscal year and fiscal quarters unless otherwise stated.

2.    Restatement

In September 2004, the Company announced the completion of an Independent Investigation into certain accounting matters and its determination that certain previously issued financial statements required restatement. The Company's financial statements for fiscal years 2001 and 2002 have been restated. The restatement arose primarily out of information obtained through an investigation conducted by a special committee of the board of directors which was comprised of one independent director of the Company. The special committee retained independent counsel, Sidley Austin Brown & Wood LLP ("Sidley"), and in turn Sidley retained Deloitte & Touche LLP ("D&T"), a firm with forensic accounting expertise, to assist Sidley in the investigation. The Independent Investigation was initiated as a result of certain admissions made by an employee of the Company and information obtained by the Company's internal audit staff. This investigation expanded beyond its initial focus on this employee's admission of intentional overstatements and understatements of income at the Company's Sintered division into accounting practices in other areas of the Company concerning the smoothing of earnings through the use of accrual and allowance accounts and the recognition of tooling income. The restatement resulting from the Independent Investigation was limited to the periods from November 30, 2000 through 2003.

Specifically, a former Sintered division controller admitted that, following the acquisition of the Company in November 2000, income at the Sintered division from 2000 through 2003 was deliberately understated in an effort to disguise this employee's previous overstatements of income at the Sintered division during the period from 1996 through 1999. There were three primary admissions by the former Sintered divisional controller related to the period 1996 to 1999. During this time, he asserted that income was overstated by (1) overstating fixed assets, (2) understating liabilities (notably accounts payable), and (3) using a complex set of manual journal entries every month to "disguise" the effects of (1) and (2). Following the acquisition in late 2000, he stated that income was intentionally understated through similar actions. The restatement adjustments reflect the Company's correction of these matters, based upon the findings of the Independent Investigation. The corrections of these Sintered division accounts indicate that cumulative net losses for the periods investigated were actually understated as a result of these intentional actions.

The restatement adjustments address (1) inappropriate actions taken at the Sintered division by correcting overstated balances for property, plant and equipment, recognizing lower related depreciation expense and recognizing the continuing effect of adjustments made in prior periods on previously reported balances of other accounts such as accounts payable and accounts receivable; (2) the correction of certain journal entries, primarily relating to certain accrual and tooling accounts, identified as a result of the Independent Investigation; and (3) certain other adjustments not related to the Sintered inquiry or the review of the accrual and tooling accounts.

54

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

Total Adjustments.    The following table presents the impact on net loss of the restatement adjustment for the years ended December 29, 2002 and December 31, 2001:

				(In millions)
				December 29, 2002				December 31, 2001
Income/(Expense)
Previously reported net loss				$	(61.5	)		$	(43.3	)
Sintered adjustments					(4.7	)			0.9
Tooling, accrual and allowance analysis					(0.6	)			0.2
Other Adjustments					—				(0.2	)
Income tax effect					2.0				(0.4	)
Restated net loss				$	(64.8	)		$	(42.8	)

Sintered Adjustments.    This category of adjustments relates to the reconstruction of the financial statements at our Sintered division. These adjustments increase the pre-tax loss by approximately $4.7 million in 2002 and reduce the pre-tax loss by $0.9 million in 2001, and relate to adjustments to correct fixed asset overstatements and accounts payable understatements.

Adjustments increasing pre-tax loss by $3.7 million in 2002 and reducing pre-tax loss by $0.3 million in 2001 were included in the restatement resulting from the corrections of overstatements in fixed assets, primarily in the form of reporting operating costs as capital expenditures. Additionally, this overstatement in fixed assets includes the impact of the overstatement in fixed assets as of the November 2000 recapitalization date, served to overstate depreciation expense (net of certain unrecorded fixed asset disposals) by $0.9 million in 2002 and understate depreciation expense (net of certain unrecorded fixed asset disposals) by $0.1 million in 2001.

Additional adjustments to pre-tax income of $(1.9) million and $0.7 million for 2002 and 2001, respectively, relate to the correction of several other accounts at the Sintered division including accounts payable, accrued liabilities and prepaid expenses.

A summary of the Sintered adjustments and the time periods affected follows:

				(In millions, all amounts before taxes))
				Years Ended
				2002				2001
Income/(Expense)
Fixed asset adjustments				$	(3.7	)		$	0.3
Depreciation and fixed asset disposal adjustments					0.9				(0.1	)
Accounts payable, accrued liability and other adjustments					(1.9	)			0.7
Net adjustments				$	(4.7	)		$	0.9

Tooling, Accruals and Allowances.    This category of adjustments increases the pre-tax loss by $0.6 million for 2002 and reduces pre-tax loss by $0.2 million for 2001 related to corrections of inappropriate accounting related to tooling, accruals and allowances, which potentially had the effect of "smoothing" earnings for certain periods.

Based upon certain findings within the Sintered division, the investigation was expanded to encompass accounting practices in other areas of the Company concerning the use of accruals and allowances and the recognition of tooling income for the period from 2001 through 2003. This investigation involved an extensive review of journal entries of over a specified amount made over a three

55

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (concluded)

year period. As a result of the expanded investigation, the Company became aware of instances of inappropriate accounting relating to allowances and accruals, which had the effect of "smoothing" earnings for certain periods. Specifically, the Company concluded from the investigative findings that there were instances when accruals had been established to cover unanticipated expenses, accruals had been increased or decreased based upon performance, and/or accruals had been recorded at amounts different from estimated or analyzed amounts. The Company also identified from the investigative findings a few instances of incorrect timing in the recognition of tooling income. The investigation categorized journal entries from the relevant periods for analysis by the Company and review by the Company with its current and former independent auditors. The Company analyzed those categories of entries, which the investigation determined to be either potentially inaccurate (i.e., warranting further review) or unknown (i.e., insufficient documentation for third party evaluation).

Other Adjustments.    This category of adjustments reduces pre-tax income by $0.2 million in 2001 for matters identified in the course of our expanded review of prior year reported results. These adjustments do not relate to our Sintered division or the analysis of the reserve and tooling adjustments identified above. These adjustments relate to various corrections, including correcting certain accounting errors at a European operating facility, correcting depreciation expense at various divisions, and miscellaneous other adjustments.

Tax Adjustments.    As a result of the restatement adjustments for 2002 and 2001 described above, the Company recognized an additional $1.6 million tax benefit on the decrease of $4.4 million of pre-tax income over the 2001 and 2002 periods.

A $7.8 million decrease to the deferred tax liability at November 2000 was necessary to account for the impact of the cumulative Sintered adjustments, primarily fixed assets, accrued liabilities and accounts payable.

As a result of the restatement adjustments for the one-month period ended December 31, 2000, the Company recognized a decrease of $0.3 million to its retained earnings and total shareholders' equity.

Goodwill Adjustment.    In addition to the adjustments discussed above, we were also required to adjust the amount of goodwill on our balance sheet. These adjustments primarily relate to overstatements of fixed assets, understatements of accounts payable, and the related tax effect of these two adjustments.

The following table presents the cumulative impact on goodwill of the restatement adjustments from the Company's opening balance sheet date of November 30, 2000 and activity through December 31, 2000:

				(In millions)
				2000
Goodwill as previously reported				$	1,004.4
Fixed asset overstatement					14.9
Accounts payable understatement					6.2
Net other adjustments					0.8
Goodwill as restated				$	1,026.3

56

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the impact of the restatements on the consolidated statement of operations for the years ended December 29, 2002 and December 31, 2001:

				(In thousands)
				December 29, 2002												December 31, 2001
				As Previously Reported				Restatements				As Restated				As Previously Reported				Restatements				As Restated
Net sales				$	1,793,350			$	(1,150	)		$	1,792,200			$	2,127,830			$	(440	)		$	2,127,390
Cost of goods sold					(1,494,350	)			(4,210	)			(1,498,560	)			(1,735,660	)			1,330				(1,734,330	)
Gross profit					299,000				(5,360	)			293,640				392,170				890				393,060
Selling, general and administrative expenses					(181,560	)			100				(181,460	)			(265,120	)			—				(265,120	)
Restructuring charges					(3,470	)			—				(3,470	)			—				—				—
Operating profit					113,970				(5,260	)			108,710				127,050				890				127,940
Other expense, net:
Interest expense					(91,060	)			60				(91,000	)			(148,160	)			—				(148,160	)
Loss on repurchase of debentures and early retirement of term loans					(68,860	)			—				(68,860	)			—				—				—
Loss on interest rate arrangements upon early retirement of term loans					(7,550	)			—				(7,550	)			—				—				—
Equity loss from affiliates, net					(1,410	)			—				(1,410	)			(8,930	)			—				(8,930	)
Other, net					(8,980	)			—				(8,980	)			(17,890	)			—				(17,890	)
Other expense, net					(177,860	)			60				(177,800	)			(174,980	)			—				(174,980	)
Loss before income taxes and cumulative effect of change in accounting principle					(63,890	)			(5,200	)			(69,090	)			(47,930	)			890				(47,040	)
Income tax expense (benefit)					(38,980	)			(1,980	)			(40,960	)			(4,600	)			340				(4,260	)
Loss before cumulative effect of change in accounting principle					(24,910	)			(3,220	)			(28,130	)			(43,330	)			550				(42,780	)
Cumulative effect of change in recognition and measurement of goodwill impairment					(36,630	)			—				(36,630	)			—				—				—
Net income (loss)				$	(61,540	)		$	(3,220	)		$	(64,760	)		$	(43,330	)		$	550			$	(42,780	)
Basic and diluted earnings (loss) per share:
Before cumulative effect of change in accounting principle less preferred stock dividends				$	(0.80	)		$	(0.07	)		$	(0.87	)		$	(1.16	)		$	0.02			$	(1.14	)
Cumulative effect of change in recognition and measurement of goodwill impairment					(0.86	)			—				(0.86	)			—				—				—
Net loss attributable to common stock				$	(1.66	)		$	(0.07	)		$	(1.73	)		$	(1.16	)		$	0.02			$	(1.14	)

57

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the impact of the restatements on the consolidated balance sheet for the year ended December 29, 2002:

				(In thousands)
				As Previously Reported				Restatements				As Restated
Current assets:
Cash and cash investments				$	19,130			$	—			$	19,130
Receivables, net:
Trade, net of allowance for doubtful accounts					147,670				(3,390	)			144,280
TriMas					27,820				—				27,820
Other					11,380				—				11,380
Total receivables, net					186,870				(3,390	)			183,480
Inventories					76,820				(150	)			76,670
Deferred and refundable income taxes					23,550				—				23,550
Prepaid expenses and other assets					29,140				(530	)			28,610
Total current assets					335,510				(4,070	)			331,440
Equity and other investments in affiliates					147,710				4,390				152,100
Property and equipment, net					697,510				(22,820	)			674,690
Excess of cost over net assets of acquired companies					552,100				21,470				573,570
Intangible and other assets					286,220				(30	)			286,190
Total assets				$	2,019,050			$	(1,060	)		$	2,017,990
Current liabilities:
Accounts payable					186,440				8,240				194,680
Accrued liabilities					108,330				1,700				110,030
Current maturities, long-term debt					99,900				—				99,900
Total current liabilities					394,670				9,940				404,610
Long-term debt					668,960				60				669,020
Deferred income taxes					146,510				(9,990	)			136,520
Other long-term liabilities					143,300				—				143,300
Total liabilities					1,353,440				10				1,353,450
Redeemable preferred stock, 545,154 shares outstanding					64,510				—				64,510
Redeemable restricted common stock, 2.6 million shares outstanding					23,790				—				23,790
Less: Restricted unamortized stock awards					(3,120	)			—				(3,120	)
Total redeemable stock					85,180				—				85,180
Shareholders' equity:
Preferred stock (non-redeemable), zero outstanding					—				—				—
Common stock, 42.6 million outstanding					42,650				—				42,650
Paid-in capital					684,870				—				684,870
Accumulated deficit					(147,100	)			(3,060	)			(150,160	)
Accumulated other comprehensive income					10				1,990				2,000
Total shareholders' equity					580,430				(1,070	)			579,360
Total liabilities, redeemable stock and shareholders' equity				$	2,019,050			$	(1,060	)		$	2,017,990

58

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table summarizes the impact of the restatements on the segments for the following periods:

				(Operating profit in millions)
				2002
				As Previously Reported				Restatements				As Restated
Chassis Segment				$	10.7			$	(2.5	)		$	8.2
Driveline Segment					54.2				0.5				54.7
Engine Segment					33.7				(0.9	)			32.8
Total Automotive operating profit				$	98.6			$	(2.9	)		$	95.7

3.     Accounting Policies

Principles of Consolidation.    The consolidated financial statements include the accounts of the Company and all majority-owned subsidiaries. All significant intercompany transactions have been eliminated. Corporations that are 20 to 50 percent owned are accounted for by the equity method of accounting; ownership less than 20 percent is accounted for on the cost basis unless the Company exercises significant influence over the investee.

Use of Estimates.    The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect amounts reported therein. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may differ from those estimates.

Revenue Recognition.    The Company recognizes revenue when there is evidence of a sale, the delivery has occurred or services have been rendered, the sales price is fixed or determinable and the collectibility of receivables is reasonably assured. Consequently, sales are generally recorded upon shipment of product to customers and transfer of title under standard commercial terms. The Company has ongoing adjustments to its pricing arrangements with its customers based on the related content and cost of its products. The Company accrues for such amounts as its products are shipped to its customers. Such pricing accruals are adjusted as they are settled with the Company's customers.

Cash and Cash Equivalents.    The Company considers all highly liquid debt instruments with an initial maturity of three months or less to be cash and cash equivalents.

Derivative Financial Instruments.    The Company has entered into interest rate protection agreements to limit the effect of changes in the interest rates on any floating rate debt. All derivative instruments are recognized as assets or liabilities on the balance sheet and measured at fair value. Changes in fair value are recognized currently in earnings unless the instrument qualifies for hedge accounting. Instruments used as hedges must be effective at reducing the risks associated with the underlying exposure and must be designated as a hedge at the inception of the contract. Under hedge accounting, changes are recorded as a component of other comprehensive income to the extent the hedge is considered effective. The ineffective portion of the change in fair value of a derivative instrument that qualifies as a cash flow hedge is reported in earnings. The Company discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the fair value or cash flows of the hedged item, the derivative expires or is sold, terminated or exercised, the derivative is de-designated as a hedging instrument, because it is unlikely that a forecasted transaction will occur, a hedged firm commitment no longer meets the definition of a firm commitment, or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

Receivables.    Receivables are presented net of allowances for doubtful accounts of approximately $3.1 million and $3.8 million at December 28, 2003 and December 29, 2002 (as restated), respectively. The Company conducts a significant amount of business with a number of individual customers in the

59

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

automotive industry. The allowance for doubtful accounts is the Company's best estimate of the amount of probable credit losses in the existing accounts receivable. Past due balances over 90 days and over a specified amount are reviewed individually for collectibility. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company monitors its exposure for credit losses and maintains adequate allowances for doubtful accounts; the Company does not believe that significant credit risk exists. In accordance with the Company's accounts receivable securitization (see Note 4 to the Company's audited consolidated financial statements), trade accounts receivable of substantially all domestic business operations are sold, on an ongoing basis, to MTSPC, Inc., a wholly owned subsidiary of the Company.

Inventories.    Inventories are stated at the lower of cost or net realizable value, with cost determined principally by use of the first-in, first-out method. The Company secures one-year or longer-term supply contracts for most of its major raw material purchases to protect against inflation and to reduce its raw material cost structure. Therefore, any material savings or price increases are reflected in the Company's inventory cost.

Property and Equipment, Net.    Property and equipment additions, including significant betterments, are recorded at cost. Upon retirement or disposal of property and equipment, the cost and accumulated depreciation are removed from the accounts, and any gain or loss is included in income. Repair and maintenance costs are charged to expense as incurred.

Depreciation, Amortization and Impairment of Long-Lived Assets.    Depreciation is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and land improvements, 3.33% to 10%, and machinery and equipment, 6.7% to 33.3%. Deferred financing costs are amortized over the lives of the related debt securities.

Deferred losses on sale-leasebacks are amortized over the life of the respective lease, which range from 3.5 years to 20 years. These losses were recorded as part of the sale-leaseback transactions and represent the difference between the carrying value of the assets sold and the proceeds paid at closing by the leasing companies. Fair value was equal to or in excess of the carrying value of these assets based on asset appraisal information provided by third party valuation firms. These deferred amounts are being amortized, instead of being currently recognized, on a straight-line basis over the lives of the respective leases as required under SFAS No. 28, "Accounting for Sales with Leasebacks" (an amendment of SFAS No. 13). Future amortization amounts relate to the remaining portion of the 2001 sale-leaseback deferred losses. For sale-leaseback transactions entered into during 2002 and forward, the Company negotiated more favorable terms for these transactions, resulting in proceeds that were at fair value and any gain or loss that resulted has been included in the determination of net income in the period in which the sale occurred. Amortization of deferred losses on sale-leasebacks was $8.9 million and $11.2 million for the years ended December 28, 2003 and December 29, 2002 (as restated), respectively, and is included in cost of sales. Unamortized deferred losses on sale-leasebacks are $21 million and $31 million at December 28, 2003 and December 29, 2002 (as restated), respectively.

Customer contracts are amortized over a period from 6 years to 12 years depending upon the nature of the underlying contract. Trademarks/trade names are amortized over a 40-year period, while technology and other intangibles are amortized over a period between 3 years and 25 years. At December 28, 2003 and December 29, 2002 (as restated), accumulated amortization of intangible assets was approximately $66 million and $45 million, respectively. Total amortization expense, including amortization of stock awards and deferred losses related to sale-leaseback transactions, was approximately $34 million, $44 million and $89 million in 2003, 2002 (as restated) and 2001 (as restated), respectively.

Management periodically reviews long-lived assets, including other intangible assets, for potential impairment whenever events or changes in circumstances indicate. Fair value of all other long-lived assets is determined based on useful lives, cash flows and profitability projections. An impairment loss would be recognized if the review indicates that the carrying value of the asset exceeds the fair value.

60

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Goodwill.    In June 2001, the Financial Accounting Standards Board ("FASB") approved Statement of Financial Accounting Standards ("SFAS") No. 142 "Goodwill and Other Intangible Assets" which was effective for us on January 1, 2002. Under SFAS No. 142, the Company ceased the amortization of goodwill. Beginning in 2002, the Company tests goodwill for impairment on an annual basis, unless conditions exist which would require a more frequent evaluation. In assessing the recoverability of goodwill, projections regarding estimated future cash flows and other factors are made to determine the fair value of the respective assets. The Company may be required to record impairment charges for goodwill if these estimates or related projections change in the future.

At adoption and again during 2002 and 2003, the Company determined that its goodwill was not impaired as fair values at each reporting unit continue to exceed its carrying value. Fair value of the reporting units is determined based upon the discounted cash flows of the reporting units using a 9.5% discount. Assuming an increase in the discount rate to 12%, fair value would continue to exceed the respective carrying value of each automotive segment.

Stock-Based Compensation.    Metaldyne has a Long Term Equity Incentive Plan that provides for the issuance of equity-based incentives in various forms. The Company accounts for stock-based employee compensation using the intrinsic value method under Accounting Principles Board ("APB") No. 25 "Accounting for Stock Issued to Employees" and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under this plan had an exercise price equal to the market value of the underlying common stock on the date of grant. See also Note 22, Stock Options and Awards, to the Company's audited consolidated financial statements.

The following disclosure for the financial statements for the year ended December 28, 2003 assumes that the Company continues to account for stock-based employee compensation using the intrinsic value method under APB No. 25 and related interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under this plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," to stock-based employee compensation.

				(In thousands, except per share amounts)
				December 28, 2003				December 29, 2002				December 31, 2001
								(Restated)				(Restated)
Net loss attributable to common stock, as reported				$	(84,590	)		$	(73,880	)		$	(48,630	)
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects					(1,740	)			(1,950	)			(1,710	)
Pro forma net loss attributable to common stock				$	(86,330	)		$	(75,830	)		$	(50,340	)
Earnings (loss) per share:
Basic and diluted – as reported				$	(1.98	)		$	(1.73	)		$	(1.14	)
Basic and diluted – pro forma for stock-based compensation				$	(2.02	)		$	(1.78	)		$	(1.18	)

Foreign Currency Translation.    The financial statements of subsidiaries outside of the United States ("U.S.") located in non-highly inflationary economies are measured using the currency of the primary economic environment in which they operate as the functional currency, which for the most part represents the local currency. Transaction gains and losses are included in net earnings. When translating into U.S. dollars, income and expense items are translated at average monthly rates of exchange and assets and liabilities are translated at the rates of exchange at the balance sheet date. Translation adjustments resulting from translating the functional currency into U.S. dollars are deferred as a component of accumulated other comprehensive income (loss) in shareholders' equity. For subsidiaries

61

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

operating in highly inflationary economies, non-monetary assets are translated into U.S. dollars at historical exchange rates. Translation adjustments for these subsidiaries are included in net earnings.

Comprehensive Income (Loss).    Comprehensive income (loss) is defined as net income and other changes in shareholders' equity from transactions and other events from sources other than shareholders. The components of comprehensive income include foreign currency translation, minimum pension liability and interest rate arrangements. Total accumulated other comprehensive income was $45.5 million, $2.0 million and $(12.3) million as of December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), respectively. Total tax effects included in comprehensive income (loss) were $8.4 million, $18.3 million and $4.3 million as of December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), respectively.

Self-Insurance Reserves.    The Company self-insures both a medical coverage program and a workers' compensation program for its employees. The determination of accruals and expenses for these benefits is dependent on claims experience and the selection of certain assumptions used by actuaries in evaluating incurred, but not yet reported amounts. Significant changes in actual experience under either program or significant changes in assumptions may affect self-insured medical or workers' compensation reserves and future experience. See also Note 25, Employee Benefit Plans.

Pension Plans and Postretirement Benefits Other Than Pensions.    Annual net periodic pension expense and benefit liabilities under defined benefit pension plans are determined on an actuarial basis. Assumptions used in the actuarial calculations have a significant impact on plan obligations and expense. Each September, the Company reviews the actual experience compared to the more significant assumptions used and make adjustments to the assumptions, if warranted. The healthcare trend rates are reviewed with the actuaries based upon the results of their review of claims experience. Discount rates are based upon an expected benefit payments duration analysis and the equivalent average yield rate for high-quality fixed-income investments. Pension benefits are funded through deposits with trustees and the expected long-term rate of return on fund assets is based upon actual historical returns modified for known changes in the market and any expected change in investment policy. Postretirement benefits are not funded and it is the Company's policy to pay these benefits as they become due.

Environmental Matters.    The Company is subject to the requirements of U.S. federal, state and local and non-U.S. environmental and safety health laws and regulations. These include laws regulating air emissions, water discharge and waste management. The Company recognizes environmental cleanup liabilities when a loss is probable and can be reasonably estimated. Such liabilities are generally not subject to insurance coverage.

Valuation of Long-Lived Assets.    The Company periodically evaluates the carrying value of long-lived assets to be held and used, including intangible assets, when events or circumstances warrant such a review. The carrying value of a long-lived asset to be held and used is considered impaired when the anticipated separately identifiable undiscounted cash flows from such an asset are less than the carrying value of the asset. In that event, a loss is recognized based on the amount by which the carrying value exceeds that fair value of the long-lived asset. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Impairment losses on long-lived assets held for sale are determined in a similar manner, except that fair values are reduced for the cost to dispose of the assets. Effective January 1, 2002, the Company adopted SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." See also Note 18, Asset Impairments and Restructuring Related Integration Actions.

Shipping and Handling Fees and Costs.    Prior to 2003, a portion of shipping and handling fees were included in the selling, general and administrative expenses category in the consolidated statement of operations. Shipping and handling expenses included in selling, general and administrative accounts were $17.6 million and $23.8 million in 2002 and 2001, respectively.

Reclassifications.    Certain prior year amounts have been reclassified to reflect current year classification.

62

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

New Accounting Pronouncements.    On December 30, 2002, the Company adopted SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections." With the rescission of SFAS No. 4 and 64, only gains and losses from extinguishments of debt that meet the criteria of APB Opinion No. 30 are classified as extraordinary items. This statement also rescinds SFAS No. 44, "Accounting for Intangible Assets of Motor Carriers." This statement amends SFAS No. 13, "Accounting for Leases," to eliminate the inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS No. 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings or describe their applicability under changed conditions. As a result of the Company's adoption of SFAS No. 145, $68.9 million ($43.4 million, net of taxes of $25.5 million) extraordinary loss on early extinguishment of debt recorded for the year ended December 29, 2002 (as restated) has been reclassified as "loss on repurchase of debentures and early retirement of term loans" in other expense, net.

On December 30, 2002, the Company adopted SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146 requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of the commitment to an exit or disposal plan. Accordingly, all costs associated with exit or disposal activities will be recognized when they are incurred effective with the Company's 2003 fiscal year. This Statement did not have a material effect on the Company's financial condition or results of operations.

On December 30, 2002, the Company also adopted Financial Accounting Standards Board ("FASB") Interpretation ("FIN") No. 45, "Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." FIN No. 45 clarifies disclosures that are required to be made for certain guarantees and establishes a requirement to record a liability at fair value for certain guarantees at the time of the guarantee's issuance. FIN No. 45 did not have any impact on the Company's financial condition, results of operations or required disclosures.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest Entities, an Interpretation of ARB 51." FIN No. 46 requires that the primary beneficiary in a variable interest entity consolidate the entity even if the primary beneficiary does not have a majority voting interest. The consolidation requirements of this Interpretation are required to be implemented for any variable interest entity created on or after January 31, 2003. In addition, FIN No. 46 requires disclosure of information regarding guarantees or exposures to loss relating to any variable interest entity existing prior to January 31, 2003 in financial statements issued after January 31, 2003. The Company completed its review of certain potential variable interest entities, which are lessors under some of its operating lease agreements, as well as the accounts receivable securitization facility, to determine the impact of FIN No. 46. The Company has determined that there will be no impact on the financial position or results of operations due to the adoption of this Interpretation.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This Statement amends Statement 133 for certain decisions made as part of the Derivatives Implementation Group process that effectively required amendments to Statement 133, in connection with other FASB projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative. This Statement is effective for contracts entered into or modified after June 30, 2003 (with exceptions) and for hedging relationships designated after June 30, 2003. SFAS No. 149 did not have any impact on the Company's financial condition, results of operations or required disclosures upon adoption as of the quarter ended September 28, 2003.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity." This Statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise

63

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

is effective at the beginning of the first interim period beginning after June 15, 2003, except for mandatorily redeemable financial instruments of nonpublic entities, for which it is effective for the first fiscal period beginning after December 15, 2003. Due to the Company being a nonpublic entity as defined in SFAS No. 150, it has adopted this Statement effective for the quarter ended March 28, 2004. As a result of our adoption of SFAS No. 150, the Company's redeemable preferred stock is classified as a long-term liability on the Company's consolidated balance sheet effective as of the quarter ended March 28, 2004, and preferred stock dividends associated with this redeemable preferred stock are classified as other expense, net on the Company's consolidated statement of operations beginning with the quarter ended March 28, 2004.

In December 2003, the FASB issued SFAS No. 132 (revised 2003), "Employers' Disclosures about Pensions and Other Postretirement Benefits." This Statement revises employers' disclosures about pension plans and other postretirement benefit plans. It requires additional disclosures to those in the original SFAS No. 132 about the assets, obligations, cash flows and net periodic benefit cost of defined benefit pension plans and other defined benefit postretirement plans. This Statement is effective for financial statements with fiscal years ending after December 15, 2003, and for interim periods beginning after December 15, 2003. The Company has adopted this Statement for the year ended December 28, 2003.

4.    Accounts Receivable Securitization and Factoring Agreements

The Company has entered into an arrangement to sell, on an ongoing basis, the trade accounts receivable of substantially all domestic business operations to MTSPC, Inc. ("MTSPC"), a wholly owned subsidiary of the Company. MTSPC from time to time may sell an undivided fractional ownership interest in the pool of receivables up to approximately $225 million to a third party multi-seller receivables funding company. The net proceeds of sale are less than the face amount of accounts receivable sold by an amount that approximates the purchaser's financing costs, which amounted to a total of $3.3 million, $3.6 million and $8.1 million in 2003, 2002 and 2001, respectively, and is included in other expense, net in the Company's consolidated statement of operations. At December 28, 2003 and December 29, 2002, the Company's funding under the facility was zero with $73.3 million and $54.0 million available but not utilized, respectively. The discount rate at December 28, 2003 was 2.14% compared with 2.48% at December 29, 2002. The usage fee under the facility is 1.5%. In addition, the Company is required to pay a fee of 0.5% on the unused portion of the facility. This facility expires in November 2005.

The Company has entered into agreements with international invoice factoring companies to sell customer accounts receivable of Metaldyne foreign locations in France, Germany, Spain, United Kingdom and Mexico on a non-recourse basis. As of December 28, 2003, the Company had available $50.3 million from these commitments, and approximately $45.1 million of receivables were sold under these programs. The Company pays a commission to the factoring company plus interest from the date the receivables are sold to the date of customer payment. Commission expense related to these agreements is recorded in other expense, net on the Company's consolidated statement of operations.

5.    Inventories

				(In thousands)
				December 28, 2003				December 29, 2002
								(Restated)
Finished goods				$	25,710			$	25,750
Work in process					29,480				26,090
Raw material					28,490				24,830
				$	83,680			$	76,670

6.    Equity and Other Investments in Affiliates

The Company has a 36% common equity ownership in Saturn Electronics & Engineering, Inc. ("Saturn"), a privately held manufacturer of electromechanical and electronic automotive components.

64

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Although no disposition of the stock of Saturn was made prior to November 28, 2000, former holders of the Company's common stock on this date will be entitled to amounts based on net proceeds, if any, from any subsequent disposition of Saturn. The amount which will be paid to such former stockholders will equal the proceeds in excess of $18.0 million and less than or equal to $40.0 million, any proceeds in excess of $55.7 million and less than or equal to $56.7 million as well as 60% of any proceeds in excess of $56.7 million. Any other proceeds will be retained by the Company. As a result of these agreements, Metaldyne has suspended recognition of equity income in Saturn when these limitations apply. In the fourth quarter of 2003, Saturn recognized an impairment loss in conjunction with SFAS No. 142. The net effect of this impairment combined with Saturn's operating performance in 2003 resulted in a $12 million loss in Metaldyne's consolidated statement of operations, resulting in a remaining book value of $6.1 million for the Company's investment in Saturn as of December 28, 2003. The book value of the Company's investment in Saturn was $18 million as of December 29, 2002.

On June 6, 2002, the Company sold TriMas common stock to Heartland Industrial Partners ("Heartland") and other investors amounting to approximately 66% of the fully diluted common equity of TriMas. The Company retained approximately 34% of the fully diluted common equity of TriMas in the form of common stock and a presently exercisable warrant to purchase shares of TriMas common stock at a nominal exercise price. As Heartland is the Company's controlling shareholder, this transaction was accounted for as a reorganization of entities under common control and accordingly no gain or loss has been recognized. In April 2003, TriMas exercised its right to repurchase 1 million shares of its common stock from the Company for $20 per share. As a result of this repurchase by TriMas, and as a result of acquisitions performed by TriMas in 2003, the Company's ownership in TriMas decreased to approximately 28%, or 5.75 million shares, as of December 28, 2003. The carrying amount of the Company's investment in TriMas was $120 million and $134 million as of December 28, 2003 and December 29, 2002 (as restated), respectively. See also Note 19 to the Company's audited consolidated financial statements for additional information regarding these transactions.

On December 8, 2002, the Company announced a Joint Venture Formation Agreement ("Agreement") with DaimlerChrysler Corporation ("DaimlerChrysler") to operate DaimlerChrysler's New Castle (Indiana) machining and forge facility. On January 2, 2003, the Company closed on this joint venture, known as NC-M Chassis Systems, LLC. In connection with the closing, DaimlerChrysler contributed substantially all of the assets of business conducted at this facility in exchange for 100% of the common and preferred interests in the joint venture. In addition, the joint venture assumed certain liabilities of the business from DaimlerChrysler. Immediately following the contribution, the Company purchased 40% of the common interests in the joint venture from DaimlerChrysler for $20 million in cash. This investment is accounted for under the equity method of accounting, due to the Company's investment representing greater than 20% but less than 50% of the interest in the joint venture. However, with respect to the Agreement, the Company does not recognize losses in the joint venture because DaimlerChrysler is required to provide funding for the joint venture's operations and capital expenditures. In 2003, Metaldyne recorded 40% of the losses in the joint venture above DaimlerChrysler's funding levels, as allocated on a 60/40 basis. NC-M Chassis Systems, LLC losses were less than the amounts DaimlerChrysler funded the joint venture for operations and capital expenditures and thus the Company was allocated no portion of the joint venture losses.

On December 31, 2003, the Company completed a transaction with DaimlerChrysler that transferred full ownership of the New Castle Machining and Forge manufacturing operations to Metaldyne. See also Note 30, Subsequent Events.

The carrying amount of investments in affiliates at December 28, 2003 and December 29, 2002 (as restated) was $148.8 million and $152.1 million, respectively. Approximate combined condensed financial data of the Company's equity affiliates accounted for under the equity method are as follows:

65

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

				(In thousands)
				December 28, 2003				December 29, 2002
Current assets				$	347,590			$	416,810
Long-term assets:
Property and equipment, net					212,030				275,270
Excess of cost over net assets of acquired companies					672,070				538,180
Intangible and other assets					322,750				297,610
Other assets					66,470				77,010
Total assets				$	1,620,910			$	1,604,880
Current liabilities				$	245,540			$	207,810
Long-term liabilities:
Long-term debt					766,060				756,190
Other long-term debt					195,010				200,730
Total liabilities				$	1,206,610			$	1,164,730

				(In thousands)
				For the Years Ended
				December 28, 2003				December 29, 2002				December 31, 2001
Net sales				$	1,305,450			$	1,110,530			$	347,450
Operating profit				$	31,370			$	94,500			$	9,170
Net income (loss)				$	(66,280	)		$	(27,570	)		$	(24,050	)

7.    Property and Equipment, Net

				(In thousands)
				December 28, 2003				December 29, 2002
								(Restated)
Cost:
Land and land improvements				$	15,120			$	17,240
Buildings					114,150				105,050
Machinery and equipment					779,360				692,530
					908,630				814,820
Less: Accumulated depreciation					(201,180	)			(140,130	)
Property and equipment, net				$	707,450			$	674,690

Depreciation expense totaled approximately $76 million, $67 million and $88 million in 2003, 2002 (as restated) and 2001 (as restated), respectively.

8.    Goodwill and Other Intangible Assets

Effective January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other Intangible Assets" and ceased amortizing goodwill. At December 28, 2003, the goodwill balance was approximately $584.4 million. For purposes of testing this goodwill for potential impairment, fair values were determined based upon the discounted cash flows of the reporting units using a 9.5% discount rate as of December 28, 2003. The initial assessment for the Automotive Group indicated that the fair value of these units

66

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

exceeded their corresponding carrying value. This analysis was completed again for the years ended December 28, 2003 and December 29, 2002, which indicated that the fair value of these units continued to exceed their carrying values.

The assessment for the Company's former TriMas Group indicated the carrying value of these units exceeded their fair value. A non-cash, after tax charge of $36.6 million was taken as of January 1, 2002, related to the industrial fasteners business of the former TriMas subsidiary. Sales, operating profits and cash flows for this TriMas owned business were lower than expected beginning in the first quarter of 2001, due to the overall economic downturn and cyclical declines in certain markets for industrial fastener products. Based on that trend, the earnings and cash flow forecasts for the next five years indicated the goodwill impairment loss. Consistent with the requirements of SFAS No. 142, the Company recognized this impairment charge as the cumulative effect of change in accounting principle as of January 1, 2002.

The effect of adoption of SFAS No. 142 on the Company's results of operations for the year ended December 31, 2001 (as restated) is as follows.

				(In thousands)
				December 31, 2001
				(Restated)
Loss before cumulative effect of change in accounting principle				$	(42,780	)
Cumulative effect of change in accounting principle					—
Net loss					(42,780	)
Add back: goodwill amortization, net of taxes					27,010
Net loss, as adjusted					(15,770	)
Less: Preferred stock dividends					5,850
Net loss attributable to common stock, as adjusted				$	(21,620	)
Basic loss per share, as adjusted				$	(0.51	)
Diluted loss per share, as adjusted				$	(0.51	)

67

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Acquired Intangible Assets

				(In thousands, except weighted average life)
				As of December 28, 2003												As of December 29, 2002
																				(Restated)
				Gross Carrying Amount				Accumulated Amortization				Weighted Average Life				Gross Carrying Amount				Accumulated Amortization				Weighted Average Life
Amortized Intangible Assets:
Customer Contracts				$	94,420			$	(31,050	)		8.2 years				$	91,000			$	(20,920	)		8.2 years
Technology and Other					165,280				(35,290	)		14.9 years					160,820				(23,790	)		14.9 years
Total				$	259,700			$	(66,340	)		13.6 years				$	251,820			$	(44,710	)		13.6 years
Aggregate Amortization Expense (Included in Cost of Sales):
For the year ended December 28, 2003								$	21,630
Estimated Amortization Expense:
For the year ended December 31, 2004									21,460
For the year ended December 31, 2005									21,060
For the year ended December 31, 2006									21,060
For the year ended December 31, 2007									20,290
For the year ended December 31, 2008									19,540

Goodwill

The restated carrying amounts of goodwill by segment for the years ended December 28, 2003 and December 29, 2002 (as restated) are as follows:

				(In thousands)
				Chassis				Driveline				Engine				TriMas				Total
Balance at January 1, 2002 (Restated)				$	67,050			$	345,750			$	137,890			$	527,820			$	1,078,510
Exchange impact from foreign currency					—				17,920				3,430				—				21,350
Other					(460	)			(1,630	)			3,620				—				1,530
FAS 142 impairment					—				—				—				(36,630	)			(36,630	)
TriMas disposition					—				—				—				(491,190	)			(491,190	)
Balance as of December 29, 2002 (Restated)					66,590				362,040				144,940				—				573,570
Exchange impact from foreign currency					—				9,190				6,740				—				15,930
Fittings disposition					(5,210	)			—				—				—				(5,210	)
Other					250				(220	)			70				—				100
Balance as of December 28, 2003				$	61,630			$	371,010			$	151,750			$	—			$	584,390

68

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

9.    Intangible and Other Assets

				(In thousands)
				December 28, 2003				December 29, 2002
								(Restated)
Customer contracts, net				$	63,370			$	70,080
Technology and other intangibles, net					129,990				137,030
Deferred loss on sale-leaseback transactions					21,320				30,900
Deferred financing costs					18,420				11,780
Other					14,080				36,400
Total				$	247,180			$	286,190

The "technology and other intangibles, net" category represents primarily patents and/or in-depth process knowledge embedded within the Company. A tax refund receivable of $20 million was recorded in "intangible and other assets" in the Company's consolidated balance sheet as of December 29, 2002 (as restated). This tax refund receivable is recorded as "other receivables" in the Company's consolidated balance sheet as of December 28, 2003.

The above long-term assets are recorded as "intangible and other assets" in the Company's consolidated balance sheet as of December 28, 2003.

10.    Accrued Liabilities

				(In thousands)
				December 28, 2003				December 29, 2002
								(Restated)
Workers' compensation and self insurance				$	17,070			$	17,340
Accrued exit and shutdown costs for plant closures					6,600				9,750
Salaries, wages and commissions					8,010				3,630
Legacy restricted common stock					17,170				10,080
Vacation, holiday and bonus					18,440				19,470
Interest					8,560				3,800
Property, payroll and other taxes					11,040				7,090
Pension					18,520				15,970
Other					31,430				22,900
Accrued liabilities				$	136,840			$	110,030

69

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11.    Long-Term Debt

    Long-term debt consisted of the following:

				(In millions)
				December 28, 2003				December 29, 2002
Senior credit facilities:
Term loan				$	352			$	399
Revolving credit facility					—				—
Total senior credit facility					352				399
11% senior subordinated notes, with interest payable semi-annually, due 2012					250				250
10% senior notes, with interest payable semi-annually, due 2013					150				—
4.5% convertible subordinated debentures, due 2003 (face value $98.5 million)					—				91
Other debt (includes capital lease obligations)					26				29
Total				$	778			$	769
Less current maturities					(11	)			(100	)
Long-term debt				$	767			$	669

The maturities of the Company's total debt at December 28, 2003 during the next five years and beyond are as follows (in millions): 2004 — $11; 2005 — $7; 2006 — $3; 2007 — $1; 2008 — $1; 2009 and beyond — $755.

The senior credit facility includes a term loan and revolving credit facility with a principal commitment of $200 million. The Company had $163 million of undrawn and available commitments from our revolving credit facility at December 28, 2003.

Due to the delay in filing the Company's financial statements as a result of the Independent Investigation and the restatement, the Company was required to seek waivers from its senior bank group, accounts receivable financing providers and certain lessors under sale-leaseback arrangements. Furthermore, prior to this filing, the Company did not comply with a covenant related to the delivery of financial statements for its 11% senior subordinated notes due in 2012 and the 10% senior notes due in 2013. However, the Company has not received a notice of default from either the trustee or the holders of such notes for either of these two securities. During this time period, the Company has continued to have adequate access to its accounts receivable securitization and revolving credit facilities.

The revolving credit facility matures on May 28, 2007 and the term loan matures on December 31, 2009. The obligations under the senior credit facility are collateralized by substantially all of the Company's assets and the assets of substantially all of its domestic subsidiaries and are guaranteed by substantially all of the Company's domestic subsidiaries.

Borrowings under the credit facility will bear interest, at our option, at either:

•	A base rate corresponding to the prime rate, plus an applicable margin; or

•	A eurocurrency rate on deposits, plus an applicable margin.

The applicable margin on revolving credit facility borrowings is subject to change depending on the Company's leverage ratio and is presently 3.00% on base rate loans and 4.00% on eurocurrency loans. The applicable margin on the term loan borrowing is not dependent on the Company's leverage ratio and is currently 3.25% on base rate loans and 4.25% on eurocurrency loans. At December 28, 2003, the Company was contingently liable for standby letters of credit totaling $37 million issued on its behalf by financial institutions. These letters of credit are used for a variety of purposes, including meeting requirements to self-insure workers' compensation claims. As a result of the completion of the Company's acquisition of the New Castle manufacturing operations on December 31, 2003, the Company issued and is contingently liable for additional standby letters of credit totaling $12 million.

70

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The senior credit facility contains covenants and requirements affecting the Company and its subsidiaries, including a financial covenant requirement for an Earnings Before Interest Taxes Depreciation and Amortization ("EBITDA") to cash interest expense coverage ratio to exceed 2.00 through March 28, 2004, increasing to 2.25 through July 3, 2005; and a debt to EBITDA leverage ratio not to exceed 5.25 through March 28, 2004, decreasing to 5.00 and 4.75 for the quarters ending June 27, 2004 and October 3, 2004, respectively. The Company was in compliance with the preceding financial covenants throughout the year and obtained waivers associated with the timely submission of financial statements and associated representations and warranties through November 15, 2004.

Other debt includes borrowings by the Company's subsidiaries denominated in foreign currencies and capital lease obligations.

In July 2003, the Company obtained an amendment to its credit facility to, among other things, permit a $150 million offering of 10% senior subordinated notes and the use of proceeds to complete the December 31, 2003 acquisition of DaimlerChrysler's common and preferred interest in the New Castle joint venture and modify certain negative and affirmative covenants. Under this amendment, the applicable interest rate spreads on the Company's term loan obligations increased from 2.75% to 4.25% over the current London Interbank Offered Rate ("LIBOR").

In October 2003, the Company issued $150 million of 10% senior notes due 2013 in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended. As these notes were not registered within 210 days after the closing date, the annual interest rate increased by 1% until the registration statement is declared effective. The net proceeds from this offering were used to redeem the balance of the $98.5 million aggregate principal amount of the outstanding 4.5% subordinated debentures ($91 million reflected on the balance sheet at December 29, 2002) that were due December 15, 2003, and to repay $46.6 million of the term loan debt under the Company's credit facility. In connection with this financing, the Company agreed with its banks to decrease the revolving credit facility from $250 million to $200 million.

In June 2002, the Company issued $250 million of 11% senior subordinated notes due 2012 which were used with proceeds from the sale of TriMas (see Note 19) to retire existing term debt. In connection with this senior subordinated notes offering, the Company also amended and restated its credit facility to replace its original term loans with a reduced $400 million term loan.

Certain of the Company's domestic wholly owned subsidiaries, as defined in the related bond indentures, (the "Guarantors") irrevocably and unconditionally fully guarantee the 11% senior subordinated and 10% senior notes. The condensed consolidating financial information included in Note 31 presents the financial position, results of operations and cash flows of the guarantors.

In connection with the Company's early retirement of its existing term debt and refinancing of its prior credit facility in 2002, it incurred one-time charges totaling $76.4 million, including prepayment penalties, write-offs of capitalized debt issuance costs, a write-off of the unamortized discount on the 4.5% subordinated debenture and losses realized on interest rate arrangements associated with the term loans. Of the total charges of $76.4 million, a loss of $7.5 million is reflected as a "loss on interest rate arrangements upon early retirement of term loans" in other expense, net in the Company's consolidated statement of operations for the year ended December 29, 2002 (see Note 15). In accordance with SFAS No. 145, the remaining $68.9 million of costs are reflected as a "loss on repurchase of debentures and early retirement of term loans" in other expense, net in the Company's consolidated statement of operations for the year ended December 29, 2002 (as restated).

In 2003, the Company capitalized $6.4 million and $2.3 million of debt issuance costs associated with the 10% senior subordinated notes due 2013 and the amended and restated credit facility, respectively. These debt issuance costs consist of fees paid to representatives of the initial purchasers, legal fees and facility fees paid to the lenders. The $6.4 million and $2.3 million of costs are being amortized based on the effective interest method over the 10-year term of the 10% senior notes due 2013 and the 6.5-year term

71

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

of the term loan agreement, respectively. The unamortized balances of $6.3 million related to the senior notes and $2.2 million related to the amended and restated credit facility are included in "other assets" in the Company's consolidated balance sheet as of December 28, 2003.

12.    Leases

The Company leases certain property and equipment under operating and capital lease arrangements that expire at various dates through 2023. Most of the operating leases provide the Company with the option, after the initial lease term, either to purchase the property or renew its lease at the then fair value. Rent expense was $38.7 million, $38.2 million and $27.1 million for the years ended December 28, 2003, December 29, 2002, and December 31, 2001, respectively.

The Company completed sale-leaseback financings from 2000 through 2003 relating to certain equipment and buildings, the proceeds of which were used to pay down the revolving credit and term loan facilities. Due to the sale-leaseback financings, the Company has significantly increased its commitment to future lease payments.

In March 2003, the Company entered into a sale-leaseback transaction with respect to certain manufacturing equipment for proceeds of approximately $8.5 million, and in October 2003, the Company entered into a sale-leaseback transaction for machinery and equipment for additional proceeds of $8.5 million. All of these leases are accounted for as operating leases and the associated rent expense is included in the Company's financial results on a straight-line basis.

At the time of the Global Metal Technologies, Inc. ("GMTI") acquisition in June 2001, GMTI entered into sale-leasebacks with respect to certain manufacturing equipment and three real properties for proceeds of approximately $35 million and reduced the debt that Metaldyne assumed as part of the acquisition by that amount. In June 2001, Metaldyne entered into an approximate $25 million sale-leaseback related to manufacturing equipment. In December 2001 and January 2002, the Company entered into additional sale-leaseback transactions with respect to equipment and approximately 20 real properties for net proceeds of approximately $56 million and used the proceeds to repay a portion of its term debt under the credit facility. In December 2002, three additional sale-leaseback transactions were completed with respect to equipment for net proceeds of approximately $19 million. Of the $56 million in proceeds resulting from the December 2001 and January 2002 sale-leaseback transactions, approximately $21 million were from the sale of TriMas properties.

In June 2001, a subsidiary of the Company sold and leased back equipment under a synthetic sale-leaseback structure. At closing, the Company provided a guarantee of all obligations of its subsidiary under the lease. At the end of the lease (including the expiration of all renewal options) the Company has the option of either purchasing all of the equipment for approximately $10 million or returning the equipment to the lessor under the lease. In the event the equipment is returned, the Company and lessor shall arrange for the disposition of the equipment. At such time the Company is obligated to pay approximately $10 million to the lessor and is entitled to receive from the lessor a residual value equal to approximately $1.4 million plus proceeds from the disposition of the equipment for the extent such proceeds exceed $1.4 million.

Deferred losses are recorded as part of the sale-leaseback transactions, and represent the difference between the carrying value of the assets sold and proceeds paid at closing by the leasing companies. Fair value was equal to or in excess of the carrying value of these assets based on asset appraisal information provided by third party valuation firms. These deferred amounts are being amortized, instead of being currently recognized, on a straight-line basis over the lives of the respective leases as required under SFAS No. 28, "Accounting for Sales with Leasebacks." Future amortization amounts relate to the remaining portion of the 2001 sale-leaseback deferred losses. Amortization expense of deferred losses on sale-leasebacks was $8.9 million and $11.2 million for the years ended December 28, 2003 and December 29, 2002 (as restated), respectively, and is included in cost of sales. Unamortized deferred losses on sale-leasebacks are $21 million and $31 million at December 28, 2003 and December 29, 2002 (as restated), respectively.

72

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Future minimum lease payments under scheduled capital and operating leases that have initial or remaining noncancelable terms in excess of one year as of December 28, 2003 are as follows:

				(In thousands)
				Capital Leases				Operating Leases
2004				$	5,980			$	37,340
2005					3,410				32,590
2006					1,030				30,380
2007					160				29,290
2008					50				24,930
Thereafter					—				115,690
Total minimum payments				$	10,630			$	270,220
Amount representing interest				$	(990	)
Obligations under capital leases					9,640
Obligations due within 1 year					(5,320	)
Long-term obligations under capital leases				$	4,320

13.    Redeemable Preferred Stock

The Company has outstanding 361,001 shares of $36.1 million in liquidation value ($34.1 million carrying value for accounting purposes) of Series A preferred stock par value $1 and authorized 370,000 shares to Masco Corporation. The Company will accrete from the carrying value to the liquidation value ratably over the twelve-year period. The preferred stock is mandatorily redeemable on December 31, 2012. Series A preferred stockholders are entitled to receive, when, as and if declared by the Company's board of directors, cumulative quarterly cash dividends at a rate of 13% per annum for periods ending on or prior to December 31, 2005 and 15% per annum for periods after December 31, 2005 plus 2% per annum for any period for which there are any accrued and unpaid dividends.

The Company has outstanding 184,153 shares with a carrying value of at $18.5 million of redeemable Series B preferred stock in exchange for interests in GMTI held by its former shareholders. The redeemable Series B preferred shares issued are mandatory redeemable on June 15, 2013. The Series B preferred stockholders are entitled to receive, when, as and if declared by the Company's Board of Directors, cumulative semi-annual cash dividends at a rate of 11.5% per annum.

Preferred stock dividends were $9.3 million and $9.1 million, while dividend cash payments were zero, for the years ended December 28, 2003 and December 29, 2002, respectively. Thus, unpaid accrued dividends were $18.4 million and $9.1 million for the years ended December 28, 2003 and December 29, 2002, respectively. Redeemable preferred stock, consisting of outstanding shares and unpaid dividends, was $74.0 million and $64.5 million in the Company's consolidated balance sheet at December 28, 2003 and December 29, 2002, respectively.

14.    Shareholders' Equity

In 2001, the Company purchased from its controlling shareholder, Heartland, Global Metal Technologies, Inc. ("GMTI"). GMTI is a fully integrated technology leader in aluminum die-casting with leading market positions in transmission, engine, chassis and steering components. In exchange for all of the shares held by Heartland in GMTI, the Company issued common shares valued at approximately $45.4 million, which was equal to Heartland's investment in GMTI on the date of transfer in June 2001. Also as part of the transaction the Company issued common shares valued at $20 million in exchange for interests in GMTI held by its former shareholders. See Note 17 for additional discussion regarding related parties.

73

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.    Derivative Financial Instruments

The Company manages its exposure to changes in interest rates through the use of interest rate protection agreements. These interest rate derivatives are designated as cash flow hedges. The effective portion of each derivative's gain or loss is initially reported as a component of other comprehensive income (loss) and subsequently reclassified into earnings when the forecasted transaction affects earnings. The Company does not use derivatives for speculative purposes.

In February 2001, the Company entered into interest rate protection agreements with various financial institutions to hedge a portion of its interest rate risk related to the term loan borrowings under its credit facility. These agreements include two interest rate collars with a term of three years, a total notional amount of $200 million, and a three-month LIBOR interest rate cap and floor of 7% and approximately 4.5%, respectively. The agreements also include four interest rate caps at a three-month LIBOR interest rate of 7% with a total notional amount of $301 million. As a result of the Company's early retirement of its term loans in June 2002 (see Note 11), a cumulative non-cash loss of $7.5 million was recorded and is reflected as a "loss on interest rate arrangements upon early retirement of term loans" in the Company's consolidated statement of operations for the year ended December 29, 2002 (as restated). The two interest rate collars and two of the interest rate caps totaling $200 million were immediately redesignated to the Company's new term loans in June 2002. The remaining two interest rate caps totaling $101 million no longer qualify for hedge accounting. Therefore, any unrealized gain or loss is recorded as other income or expense in the consolidated statement of operations beginning June 20, 2002.

As a result of the Company's repayment of $46.6 million of its term loan debt in October 2003, a portion of one of the interest rate caps redesignated to the new term loan borrowings in June 2002 is no longer considered effective. Therefore, $46.6 million of this $100 million interest rate cap no longer qualifies for hedge accounting. The ineffectiveness of this cap did not have a material impact on the Company's consolidated statement of operations.

Under these agreements, the Company recognized additional interest expense of $6.5 million during the year ended December 28, 2003. The Company expects to reclassify the $6.6 million currently included in other comprehensive income and approximately $0.9 million included in accrued liabilities into earnings upon maturity of the interest rate arrangements in February 2004. Assuming interest rates remain constant, the Company expects to recognize $0.8 million as additional expense in 2004.

16.    Segment Information

As discussed and quantified in Note 2, the Company has restated its previously reported segment results.

The Company has defined a segment as a component with business activity resulting in revenue and expense that has separate financial information evaluated regularly by the Company's chief operating decision maker and its board of directors in determining resource allocation and assessing performance.

The Company has established Adjusted Earnings Before Interest Taxes Depreciation and Amortization ("Adjusted EBITDA") as a key indicator of financial operating performance and as a measure of cash generating capability. The Company defines Adjusted EBITDA as net income (loss) before cumulative effect of accounting change and before interest, taxes, depreciation, amortization, asset impairment, non-cash losses on sale-leaseback of property and equipment and non-cash restricted stock award expense. In evaluating Adjusted EBITDA, management deems it important to consider the quality of the Company's underlying earnings by separately identifying certain costs undertaken to improve the Company's results, such as costs related to consolidating facilities and businesses in an effort to eliminate duplicative costs or achieve efficiencies, costs related to integrating acquisitions and restructuring costs related to expense reduction efforts.

In the second quarter of 2002, the Company modified its organizational structure. As a result, the Company is now comprised of three reportable segments: Chassis, Driveline and Engine. Accordingly, the

74

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Company has restated sales for all prior periods to reflect this change. However, it was not practicable to restate Adjusted EBITDA for prior periods to reflect the new segment structure, and therefore Adjusted EBITDA is presented in total for the entire Company for 2001. Adjusted EBITDA is presented using the Company's modified segment structure beginning in 2002. In addition, in 2003 the Company moved one of its European operations that had historically been part of the Chassis segment to the Engine segment, and moved one of its domestic operations that had historically been part of the Driveline segment to the Engine segment. All prior periods have been restated to reflect the 2003 segment changes.

As discussed in Note 19, the Company completed a divestiture of a portion of its TriMas Group on June 6, 2002. The TriMas Group is presented at the group level, rather than by segment, for all periods presented. Subsequent to June 6, 2002, the Company's equity investment in TriMas and equity share in TriMas' earnings (loss) is included in "Automotive/centralized resources ("Corporate")."

CHASSIS – Manufactures components, modules and systems used in a variety of engineered chassis applications, including fittings, wheel-ends, axle shaft, knuckles and mini-corner assemblies. This segment utilizes a variety of processes including hot, warm and cold forging, powder metal forging and machinery and assembly.

DRIVELINE – Manufactures components, modules and systems, including precision shafts, hydraulic controls, hot and cold forgings and integrated program management used in a broad range of transmission applications. These applications include transmission and transfer case shafts, transmission valve bodies, cold extrusion and Hatebur hot forgings.

ENGINE – Manufactures a broad range of engine components, modules and systems, including sintered metal, powder metal, forged and tubular fabricated products used for a variety of applications. These applications include balance shaft modules and front cover assemblies.

The Company's export sales approximated $149 million, $174 million and $137 million in 2003, 2002 and 2001, respectively. Intercompany sales for 2003 were $1 million and $3 million for the Driveline and Engine segments, respectively. Intercompany sales are recognized in accordance with the Company's revenue recognition policy and are eliminated in consolidation.

75

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Segment activity for the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated) is as follows:

				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
Sales
Automotive Group
Chassis				$	117,080			$	143,650			$	137,050
Driveline					790,750				807,010				789,720
Engine					600,370				512,960				474,020
Automotive Group					1,508,200				1,463,620				1,400,790
TriMas Group					—				328,580				726,600
Total Sales				$	1,508,200			$	1,792,200			$	2,127,390
Adjusted EBITDA
Automotive Group
Chassis				$	6,650			$	13,520
Driveline					71,590				100,590
Engine					87,480				63,370
Automotive Operating					165,720				177,480			$	180,750
Automotive/centralized resources ("Corporate")					(31,720	)			(17,250	)			(11,730	)
Automotive Group				$	134,000			$	160,230			$	169,020
TriMas Group					—				62,400				126,470
Total Adjusted EBITDA					134,000				222,630				295,490
Depreciation & amortization					(106,350	)			(107,430	)			(157,750	)
Legacy stock award expense					(3,090	)			(4,880	)			(7,930	)
Loss from operations due to sale of manufacturing facilities					(4,870	)			—				—
Non-cash charges					610				(1,610	)			(1,870	)
Operating profit				$	20,300			$	108,710			$	127,940

The Company defines total net assets as total assets less current liabilities.

76

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Financial Summary By Segment:

				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
Total Assets:
Automotive Group
Chassis				$	121,260			$	148,260
Driveline					953,520				865,120
Engine					733,920				653,700
Automotive Group					1,808,700				1,667,080			$	1,193,390
TriMas Group					—				—				1,087,990
Corporate					203,160				350,910				665,380
Total				$	2,011,860			$	2,017,990			$	2,946,760
Capital Expenditures:
Automotive Group
Chassis				$	21,830			$	14,500
Driveline					45,110				36,470
Engine					49,700				49,310
Automotive Group					116,640				100,280			$	89,820
TriMas Group					—				9,960				18,690
Corporate					14,080				6,210				2,600
Total				$	130,720			$	116,450			$	111,110
Depreciation and Amortization:
Automotive Group
Chassis				$	5,830			$	5,330
Driveline					53,540				45,480
Engine					37,780				30,630
Automotive Group					97,150				81,440			$	96,750
TriMas Group					—				16,000				53,780
Corporate					9,200				9,990				7,220
Total				$	106,350			$	107,430			$	157,750

77

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents the Company's revenues for each of the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), and net assets (defined as total assets less current liabilities) and long lived assets (defined as net fixed assets, intangible and other assets and excess of cost over net assets of acquired companies) at each year ended December 28, 2003 and December 29, 2002 (as restated), by geographic area, attributed to each subsidiary's continent of domicile (in thousands). Revenue and net assets (as defined for segment reporting purposes) from no single foreign country were material to the consolidated revenues and net assets of the Company.

				2003												2002												2001
				Sales				Total Assets				Long Lived Assets				Sales				Total Assets				Long Lived Assets				Sales
																(Restated)				(Restated)				(Restated)				(Restated)
Europe				$	296,540			$	561,120			$	343,300			$	247,370			$	363,930			$	293,500			$	250,850
Australia					—				—				—				10,850				—				—				22,030
Other North America					58,090				76,910				44,670				62,310				60,400				43,150				71,670
Total foreign				$	354,630			$	638,030			$	387,970			$	320,530			$	424,330			$	336,650			$	344,550
United States				$	1,153,570			$	1,373,830			$	1,299,880			$	1,471,670			$	1,593,660			$	1,349,900			$	1,782,840

A significant percentage of the Automotive Group's revenues is from four major customers. The following is a summary of the percentage of Automotive Group revenue from these customers for the fiscal year ended:

				December 28, 2003				December 29, 2002				December 31, 2001
Ford Motor Company					16.9	%			17.5	%			16.6	%
DaimlerChrysler Corporation					10.5	%			12.0	%			10.4	%
General Motors Corporation					10.3	%			12.0	%			12.9	%
New Venture Gear					8.2	%			11.5	%			11.7	%

As of December 28, 2003, approximately 52% of our employees were covered under collective bargaining agreements which expire on dates between June 2004 and May 2007.

Two of the Company's largest suppliers have recently declared bankruptcy, and are in the process of reorganizing. The effect on the Company from these bankruptcies is unknown, but they could result in the Company paying higher prices, having less favorable payment terms and/or having interrupted supply of parts.

17.    Acquisitions

On May 30, 2003, the Company acquired a facility in Greensboro, North Carolina, from Dana Corporation ("Dana") for approximately $7.7 million at closing and agreed to pay an additional $1.4 million in cash over a period of time ending on December 31, 2004. The Company may also be obligated to pay up to an additional $1.4 million in cash on December 31, 2004 depending upon the extent of new business awards at the facility. The Greensboro facility became part of the Driveline segment's Transmission and Program Management division. The Greensboro operation, which employs approximately 150 people, machines cast iron and aluminum castings, including various steering knuckles and aluminum carriers for light truck applications. The results of operations of the facility have been included in the consolidated financial statements since that date.

As part of the agreement with Dana, the Company agreed to obtain a third party buyer of the Greensboro facility, and agreed to sign a lease agreement with this party. If the Company failed to obtain a third party buyer for this property within 60 days of the acquisition, it agreed to pay Dana $10 million

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

to purchase the facility. To secure this arrangement, the Company gave Dana a letter of credit of $10 million. On July 14, 2003, the Company subsequently entered in a long-term lease agreement with a third party, thereby releasing the Company from the $10 million letter of credit.

In addition, the Company signed a seven-year supply agreement with Dana covering all existing business at Greensboro, including a right of last refusal on successor programs, as well as a commitment to award $20 million of new forging business to the Company. Dana has also issued purchase orders, to be satisfied at other of our facilities, for incremental other tube, gear and carrier business for a number of platforms. In September 2004, the Company terminated the supply agreement with Dana.

On June 22, 2001, the Company purchased GMTI from its controlling shareholder, Heartland. GMTI is a fully integrated technology leader in aluminum die-casting with leading market positions in transmission, engine, chassis and steering components. To effect the acquisition, the Company issued common and preferred shares valued at approximately $83.9 million. In addition to securities issued, Metaldyne paid approximately $83 million, net of cash acquired, for the acquisition of GMTI. This acquisition was financed through a combination of borrowings under the Company's term loan agreement, revolving credit facility and proceeds from the sale of accounts receivable pursuant to the accounts receivable facility.

GMTI was originally acquired by the Company's controlling shareholder, Heartland, on January 4, 2001 for a cash purchase price of $25 million, plus debt assumed. This transaction resulted in approximately $100 million of excess of cost over net assets. Our June 22, 2001 acquisition of GMTI has been accounted for in a manner similar to a pooling of interests since these businesses were under common control. The Company's results of operations for 2001 have been adjusted to include GMTI from January 4, 2001 forward.

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METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18.    Asset Impairments and Restructuring Related Integration Actions

In 2001, the Company began to implement plans to integrate the three legacy companies into the Company's new vision, align the business units under our new operating structure and leadership team, and reformulate the Company's cost structure to be more competitive in the marketplace. To facilitate these initiatives, the Company terminated 292 employees and closed unprofitable businesses and plants. The majority of these actions were completed in 2001, but some were ongoing as of December 29, 2002. All employees have been terminated under this integration action. The amounts reflected represent total estimated cash payments, of which $6.6 million and $10.7 million are recorded in accrued liabilities, with $2.6 million and $2.1 million recorded in other long-term liabilities in the Company's consolidated balance sheet at December 28, 2003 and December 29, 2002 (as restated), respectively. The following table summarizes the activity for the accruals established relating to the three acquisitions, as well as additional restructuring activities in 2002 (as restated) and 2003. Adjustments to previously recognized acquisition related severance and exit costs were reversed to goodwill.

As discussed in Note 19, the Company completed a divestiture of its former TriMas subsidiary on June 6, 2002. The following table provides a rollforward of the restructuring accrual related to the above restructuring actions as of December 28, 2003.

				(In thousands)
				Acquisition Related
				Severance Costs				Exit Costs				2002 Severance and Other Exit Costs				2003 Severance and Other Exit Costs				Total
Balance at January 1, 2002 (Restated)				$	39,560			$	7,100			$	—			$	—			$	46,660
Charges to expense					—				—				3,470				—				3,470
Cash payments					(14,570	)			(1,840	)			(1,090	)			—				(17,500	)
Amounts assumed by TriMas					(11,800	)			(3,520	)			—				—				(15,320	)
Reversal of unutilized amounts					(3,310	)			(60	)			—				—				(3,370	)
Asset impairment					—				(1,140	)			—				—				(1,140	)
Balance at December 29, 2002 (Restated)				$	9,880			$	540			$	2,380			$	—			$	12,800
Charges to expense					—				—				—				13,130				13,130
Cash payments					(8,110	)			(540	)			(2,020	)			(5,820	)			(16,490	)
Reversal of unutilized amounts					(390	)			—				—				—				(390	)
Balance at December 28, 2003				$	1,380			$	—			$	360			$	7,310			$	9,050

In June 2002, the Company announced the reorganization of its Engine segment's European operations, to streamline the engineering, manufacturing and reporting structure of its European operations. This restructuring includes the closure of a manufacturing facility in Halifax, England. In addition, the Company announced the closure of a small manufacturing location in Memphis, Tennessee and management restructuring within its North American engine operations.

In fiscal 2003, the Company entered into several restructuring actions whereby it incurred approximately $13.1 million of costs associated with severance and facility closures. These actions include the completion of the Engine segment's European operation reorganization that was initiated in fiscal 2002 and completed in the first quarter of 2003, and actions within the Driveline segment's forging operations and administrative departments to eliminate redundant headcount and adjust costs to reflect the decline in the Company's forging revenue in 2003. Also included in this charge are the severance costs to replace certain members of the Company's executive management team, and the costs to restructure several departments in the Company's corporate office, including the sales, human resources and information technology departments. Restructuring costs incurred in fiscal 2003 by reportable segment are as follows: Driveline Group $5.3 million; Engine Group $2.0 million; and Corporate $5.8 million. The

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METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Company expects to realize additional savings from these restructuring actions in 2004 as reductions in employee-related expenses recognized in both cost of goods sold and selling, general and administrative expense.

In the fourth quarter of 2003, the Company performed its FAS 144 long-lived asset impairment test and recorded a pre-tax, non-cash impairment write-down of $4.9 million. This charge was recorded to reduce the net book value of two facilities with negative operating performance to their current fair market value. Subsequent to December 28, 2003, these two facilities were sold to an independent third party of whom this sales price was used to determine the fair market value of these two facilities. This assessment did not result in any asset impairment for the remaining Metaldyne locations.

19.    Disposition of Businesses

On May 9, 2003, the Company sold its Chassis segment's Fittings division to TriMas Corporation ("TriMas") for $22.6 million plus the assumption of an operating lease. This transaction was accounted for as a sale of entities under common control, due to common ownership between TriMas and the Company. Therefore, the proceeds, in excess of the book value, amounting to $6.3 million were recorded as "equity and other investments in affiliates" in the Company's consolidated balance sheet. The Fittings division, which is a leading manufacturer of specialized fittings and cold-headed parts used in automotive and industrial applications, became part of the TriMas Fastening Systems Group.

On June 6, 2002, the Company sold 13.25 million shares of TriMas common stock to Heartland Industrial Partners, L.P. ("Heartland") and other investors amounting to approximately 66% of the fully diluted common equity of TriMas. The Company retained 6 million shares or approximately 34% of the fully diluted common equity of TriMas in the form of common stock and a presently exercisable warrant to purchase an additional 0.75 million shares of TriMas common stock at a nominal exercise price. Pursuant to the terms of a stock purchase agreement, Heartland and the other investors invested approximately $265 million in cash in TriMas to acquire the 66% interest. In connection with the investment, TriMas entered into a senior credit facility and a receivables facility and issued senior subordinated notes due 2012. TriMas used borrowings under the senior credit facility and proceeds from the issuance of the notes to repay borrowings made by its subsidiaries under the Company's credit agreement, to repay certain debt that was owed to the Company and to repurchase TriMas originated receivables balances under the Company's receivables facility. In addition, prior to the closing, TriMas declared and paid a cash dividend to the Company equal to the difference between $840 million and the aggregate amount of such debt repayment and receivables repurchase. Consequently, as a result of the investment and the other transactions, the Company (1) received $840 million in the form of cash, debt reduction and reduced receivables facility balances and (2) received or retained common stock and a warrant in TriMas representing the Company's 34% retained interest.

In connection with the sale of TriMas to Heartland, Heartland negotiated with disinterested members of the Metaldyne Board of Directors to arrive at an arms' length price. The Metaldyne Board of Directors also received a fairness opinion from an independent financial advisor that it relied upon, in part, in negotiating a price. The $20 per share price is consistent with the value assigned to Metaldyne when it underwent a recapitalization in November 2000, with consideration to the relative EBITDA contribution of TriMas to Metaldyne. The carrying value of the investment in TriMas at December 28, 2003 and December 29, 2002 (as restated) was $120 million and $134 million, respectively.

As Heartland is the Company's controlling shareholder, this transaction was accounted for as a reorganization of entities under common control and accordingly no gain or loss has been recognized. The equity investment in TriMas recorded at June 30, 2002 has been adjusted at December 29, 2002 (as restated) to reflect the finalization of certain amounts that were estimated on the date of closing.

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METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The assets and liabilities of TriMas at June 6, 2002 consisted of the following (in thousands):

Current assets (principally accounts receivable of $133,050, and inventories of $93,520)				$	240,830
Property and equipment, net					240,480
Goodwill					491,190
Intangibles and other assets					320,300
Total assets					1,292,800
Current liabilities (principally accounts payable of $49,890 and accrued liabilities of $53,160)					120,880
Non-current liabilities (principally deferred income taxes of $171,580)					211,660
Total liabilities					332,540
Net assets				$	960,260

TriMas is included in the Company's financial results through the date of this transaction. Effective June 6, 2002, the Company accounts for its then 34% retained interest in TriMas under the equity method of accounting.

As a result of the transaction, the Company or TriMas repaid approximately $496 million of term debt under Metaldyne's senior credit facility, repurchased approximately $206 million aggregate principal amount of its 4.5% convertible subordinated debentures due 2003 and reduced outstanding balances under the Company's receivables facility by approximately $136 million (of which approximately $86 million relates to the elimination of the TriMas receivables base).

TriMas does not have the right to acquire its shares owned by the Company. TriMas Corporation's repurchase of shares was a separately negotiated transaction that enabled Metaldyne to realize additional cash for debt reduction. In April 2003, TriMas exercised its right to repurchase 1 million shares of its common stock from the Company at $20 per share, the same price that it was valued on June 6, 2002, the date of the Company's sale of TriMas. As a result of this repurchase by TriMas, and as a result of acquisitions performed by TriMas in 2003, the Company's ownership in TriMas decreased to 5.75 million shares or approximately 28% of TriMas as of December 28, 2003.

20.    Other Income (Expense), Net

				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
Other, net:
Interest income				$	470			$	1,140			$	1,110
Debt fee amortization					(2,480	)			(4,770	)			(11,620	)
Accounts receivable securitization financing fees					(3,250	)			(3,590	)			(8,140	)
Other, net					(2,820	)			(1,760	)			760
Total other, net				$	(8,080	)		$	(8,980	)		$	(17,890	)

21.    Supplementary Cash Flow Information

Significant transactions not affecting cash were: in 2003, the asset impairment of $4.9 million from discontinued operations as a result of the sale of the Bedford Heights, Ohio and Rome, Georgia manufacturing facilities completed in February 2004, the $15 million loss on disposal of fixed assets and the $21 million loss from the Company's equity affiliates; in 2002, the cumulative effect of change in

82

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

recognition and measurement of goodwill impairment of $36.6 million, the loss on early extinguishment of debt of $68.9 million and the $7.5 million loss on interest rate arrangements; and in 2001, the issuance of approximately $65.4 million and $18.5 of Company common stock and redeemable preferred stock, respectively, related to the acquisition of GMTI and a $9 million loss from the Company's equity affiliates. Also refer to Note 19 for impact of TriMas disposition on cash flows.

22.    Stock Options and Awards

A new Long Term Equity Incentive Plan (the "Plan") was adopted in 2001, which provides for the issuance of equity-based incentives in various forms. As of December 28, 2003, the Company has stock options outstanding for approximately 2.66 million shares at a price of $16.90 per share to key employees of the Company. These options have a ten-year option period and vest ratably over a three-year period from date of grant. However, the options are required to be held and cannot be exercised until the elapse of a certain time period after a public offering.

Prior to November 2001, the Company's Long Term Stock Incentive Plan provided for the issuance of stock-based incentives. The Company granted long-term stock awards, net, for approximately 0.4 million shares of Company common stock during 2000 (prior to the recapitalization) to key employees of the Company. The weighted average fair value per share of long-term stock awards granted during 2000 on the date of grant was $13. Compensation expense for the vesting of long-term stock awards was approximately $3.1 million, $4.9 million and $7.9 million in 2003, 2002 and 2001, respectively, and is included with selling, general and administrative expenses in the Company's consolidated statement of operations. Prior to the recapitalization merger, the unamortized value of unvested stock awards were generally amortized over a ten-year vesting period and were recorded in the financial statements as a deduction from shareholders' equity.

As part of the recapitalization, the Company cancelled outstanding stock awards and made new restricted stock awards to certain employees of approximately 3.7 million shares of Company common stock. Under the terms of the recapitalization agreement, those shares become free of restriction, or vest, as to one-quarter upon the closing of the recapitalization merger and one-quarter in each of January 2002, 2003 and 2004. Holders of restricted stock were entitled to elect cash in lieu of 40% of their respective stock, which vested at the closing of the recapitalization merger. On each of the subsequent vesting dates, holders of restricted stock may elect to receive all of the installment in common shares, 40% in cash and 60% in common shares, or 100% of the installment in cash. The number of shares to be received will increase by 6% per annum and any cash to be received will increase by 6% per annum from the $16.90 per share recapitalization consideration.

As a result of the ability of the holder to elect a partial or full cash option, the restricted shares have been classified as redeemable restricted common stock on the Company's consolidated balance sheet. There were approximately 0.8 million restricted shares outstanding at December 28, 2003. At December 28, 2003, holders of unvested awards had elected the cash option for approximately $16.0 million of the January 14, 2004 vesting. A portion of this obligation belongs to our former TriMas subsidiary, but the Company must continue to record TriMas' portion of the redeemable restricted common stock recognized on its consolidated balance sheet. The entire portion of the January 14, 2004 vesting amount of $17.2 million is recorded as accrued liabilities on the Company's consolidated balance sheet as of December 28, 2003. For the prior year ended December 29, 2002, the redeemable stock is recorded as "redeemable restricted common stock" of $23.8 million, net of the unamortized portion recorded as "restricted unamortized stock awards" of $(3.1) million on the Company's consolidated balance sheet. An additional $10.1 million, representing the cash portion of the January 14, 2003 vesting, is recorded as accrued liabilities on the Company's consolidated balance sheet as of December 29, 2002. TriMas' portion, consisting of approximately 45% and 50% of total obligations, is included in the above restricted stock amounts as of December 28, 2003 and December 29, 2002, respectively.

Holders of options with the exercise price below the merger consideration and former holders of restricted stock will also be entitled to additional cash amounts from the proceeds of the disposition of

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METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Saturn stock, if any, in accordance with the recapitalization agreement. Options with an exercise price exceeding the merger consideration were cancelled.

A summary of the status of the Company's stock options granted under the Plan for the three years ended 2003, 2002 (as restated) and 2001 (as restated) is as follows:

				(Shares in thousands)
				2003				2002				2001
								(Restated)				(Restated)
Option shares outstanding, beginning of year					2,539				2,855				—
Weighted average exercise price				$	16.90			$	16.90				—
Option shares granted					306				153				2,855
Weighted average exercise price				$	16.90			$	16.90			$	16.90
Option shares exercised					—				—				—
Weighted average exercise price					—				—				—
Option shares cancelled due to forfeitures					(184	)			(469	)			—
Weighted average exercise price				$	16.90			$	16.90				—
Option shares outstanding, end of year					2,661				2,539				2,855
Weighted average exercise price				$	16.90			$	16.90			$	16.90
Weighted average remaining option term (in years)					7.5				8.5				9.5
Option shares exercisable, end of year					—				—				—
Weighted average exercise price					—				—				—

The weighted average fair value of long-term stock awards is $16.90 per share at December 28, 2003. A combined total of approximately 4.9 million shares of Company common stock were available for the granting of options and incentive awards under the above plans in 2003, 2002 and 2001.

The weighted average fair value on the date of grant of options granted was zero in 2003 and 2002, and $3.80 in 2001. Had stock option compensation expense been determined pursuant to the methodology of SFAS No. 123, the pro forma effects on the Company's basic earnings per share would have been a reduction of approximately $0.04 in each of 2003, 2002 and 2001. The fair value of the Company's stock at the date of grant was $8.50, $11.32 and $16.90 in 2003, 2002 and 2001, respectively.

The fair value of the options was estimated at the date of grant using the minimum value method for 2003, 2002 and 2001, with no assumed dividends or volatility, a weighted average risk-free interest rate of 3.36% in 2003 and 4.1% in 2002, and an expected option life of 5.5 years in both 2003 and 2002.

Subsequent to December 28, 2003, the Company offered eligible employees the opportunity to participate in a new Voluntary Stock Option Exchange Program (the "Program"), to exchange all of their outstanding options to purchase shares of the Company's common stock granted under the Plan for new stock options and restricted stock units to be granted under the Plan. Participation in the Program is voluntary; however, elections were required to be received by January 14, 2004, with new stock options eligible to be granted on July 15, 2004 and restricted stock units granted on January 15, 2004. Non-eligible participants in the existing Plan and those eligible employees not electing to participate in the new Program will continue to be eligible to participate in the existing Plan subsequent to inception of the new Program.

84

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

23.    Earnings Per Share

The following provides a reconciliation of the numerators and denominators used in the computations of basic and diluted earnings per common share:

				(In thousands except per share amounts)
				2003				2002				2001
								(Restated)				(Restated)
Weighted average number of shares outstanding					42,730				42,650				42,570
Loss before cumulative effect of change in accounting principle				$	(75,330	)		$	(28,130	)		$	(42,780	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				(36,630	)			—
Net loss					(75,330	)			(64,760	)			(42,780	)
Less: Preferred stock dividends					9,260				9,120				5,850
Loss used for basic and diluted earnings per share computation				$	(84,590	)		$	(73,880	)		$	(48,630	)
Basic loss per share:
Before cumulative effect of change in accounting principle less preferred stock				$	(1.98	)		$	(0.87	)		$	(1.14	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				(0.86	)			—
Net loss attributable to common stock				$	(1.98	)		$	(1.73	)		$	(1.14	)
Total shares used for basic earnings per share computation					42,730				42,650				42,570
Dilutive securities:
Stock options				$	—			$	—				—
Convertible debentures					—				—				—
Contingently issuable shares					—				—				—
Total shares used for diluted earnings per share computation				$	42,730			$	42,650				42,570
Loss used for basic earnings per share computation				$	(84,590	)		$	(73,880	)		$	(48,630	)
Add back of debenture interest					—				—				—
Loss used for diluted earnings per share computation				$	(84,590	)		$	(73,880	)		$	(48,630	)
Diluted loss per share:
Before cumulative effect of change in accounting principle less preferred stock				$	(1.98	)		$	(0.87	)		$	(1.14	)
Cumulative effect of change in accounting for goodwill impairment					—				(0.86	)			—
Net loss attributable to common stock				$	(1.98	)		$	(1.73	)		$	(1.14	)

85

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Diluted earnings per share reflect the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock. Excluded from the calculation of diluted earnings per share are stock options representing 2.66 million and 2.54 million of common shares as they are anti-dilutive at December 28, 2003 and December 29, 2002 (as restated), respectively.

Contingently issuable shares, representing approximately 0.9 million, 1.7 million and 2.6 million restricted common shares, have an anti-dilutive effect on earnings per share for the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), respectively.

24.    Income Taxes

				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
Income (loss) before income taxes:
Domestic				$	(122,690	)		$	(104,740	)		$	(81,740	)
Foreign					38,700				35,650				34,700
				$	(83,990	)		$	(69,090	)		$	(47,040	)
Provision for income taxes:
Currently payable:
Federal				$	—			$	(44,830	)		$	(15,620	)
Foreign					15,130				8,820				(2,620	)
State and local					410				(1,060	)			2,200
Deferred:
Federal					(24,230	)			(11,110	)			(5,520	)
Foreign					970				7,180				17,430
State and local					(940	)			40				(130	)
Income taxes				$	(8,660	)		$	(40,960	)		$	(4,260	)

The components of deferred taxes at December 28, 2003 and December 29, 2002 (as restated):

				(In thousands)
				2003				2002
								(Restated)
Deferred tax assets:
Inventories				$	—			$	2,030
Accrued liabilities and other long-term liabilities					65,370				73,360
Net operating losses					43,950				32,530
Investment in subsidiary					6,700				8,210
Other					—				1,070
					116,020				117,200
Valuation allowance					(11,260	)			(15,600	)
				$	104,760			$	101,600
Deferred tax liabilities:
Property and equipment					153,060				153,010
Intangible assets					51,880				67,400
Debt					—				2,980
Other, principally investments					10,650				11,620
				$	215,590			$	235,010
Net deferred tax liability				$	110,830			$	133,410

86

METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following is a reconciliation of tax computed at the U.S. federal statutory rate to the provision for income taxes allocated to income before income taxes:

				(In thousands)
				2003				2002				2001
								(Restated)				(Restated)
U.S. federal statutory rate					35	%			35	%			35	%
Tax at U.S. federal statutory rate				$	(29,400	)		$	(24,180	)		$	(16,470	)
State and local taxes, net of federal tax benefit					(340	)			(1,220	)			1,340
Higher effective foreign tax rate					2,560				2,600				2,660
Foreign dividends					5,990				1,070				—
Amortization in excess of tax, net					—				—				7,110
Valuation allowance on equity earnings					1,980				—				—
Repatriation of foreign earnings					10,200				—				—
Change in valuation allowance as a result of utilization of capital losses					—				(20,000	)			—
Other, net					350				770				1,100
Income taxes				$	(8,660	)		$	(40,960	)		$	(4,260	)

As of December 28, 2003, the Company had unused U.S. net operating loss ("NOL") carryforwards of approximately $108 million. $23 million of these losses will expire in 2020; $25 million will expire in 2021; $6 million will expire in 2022; and $54 million will expire in 2023.

A provision has been made at December 28, 2003 for U.S. or additional foreign withholding taxes on approximately $10 million of the undistributed earnings of one foreign subsidiary. A provision for such taxes has not been made on approximately $285 million of the undistributed earnings of the Company's other foreign subsidiaries, as the Company intends to permanently reinvest the earnings of these entities. Generally, such earnings become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. It is not practicable to estimate the amount of deferred tax liability on such undistributed earnings.

Tax expense for the year ended December 29, 2002 (as restated) is shown before the cumulative effect of change in recognition and measurement of goodwill impairment of $36.6, for which no tax benefit is available.

$9.1 million and $2.5 million of deferred tax assets at December 28, 2003 and December 29, 2002 (as restated), respectively, are included in deferred and refundable income taxes in the audited consolidated balance sheet. $5.4 million and $3.8 million of deferred tax assets at December 28, 2003 and December 29, 2002 (as restated), respectively, is noncurrent and is included in intangible and other assets in the Company's consolidated balance sheet. In addition, $3.8 million and $2.3 million of deferred tax liabilities at December 28, 2003 and December 29, 2002 (as restated), respectively, is current and is included in current liabilities in the Company's consolidated balance sheet.

In June 2002, the Company completed its analysis of the impact related to the U.S. Department of Treasury's recently issued regulations that replaced the loss disallowance rules applicable to the sale of stock of a subsidiary member of a consolidated tax group. These regulations permit the Company to utilize a previously disallowed capital loss that primarily resulted from the sale of a subsidiary in 2000. Accordingly, a tax benefit of $20 million was recorded for the year ended December 29, 2002 (as restated). In July 2004, the Company received a $26 million refund from the amended tax return filed in 2002 under the new loss disallowance rules.

As a result of the June 6, 2002 sale of approximately 66% of TriMas to Heartland Industrial Partners L.P., the Company no longer consolidates with TriMas and U.S. subsidiaries of TriMas on its U.S. federal tax return after such date. Under the terms of the TriMas stock purchase agreement, income of approximately $9.5 million (inclusive of interest push-down) from TriMas through June 6, 2002 will be

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METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

absorbed by Metaldyne's consolidated loss and is not required to be reimbursed to the Company. In addition, approximately $7 million of the Company's NOL is required to be allocated to TriMas and utilized on its own separately filed federal tax returns. TriMas is required to reimburse the Company for this utilization as it occurs.

A valuation allowance of approximately $11.3 million and $15.6 million was recorded at December 28, 2003 and December 29, 2002 (as restated), respectively, primarily due to the excess of the Company's tax cost basis over net book value of TriMas stock and certain foreign NOLs. It is not anticipated that the Company will generate enough capital gain income to offset any capital loss that may occur upon the sale of its shares of TriMas stock in future years. Approximately $4.9 million and $8.2 million was recorded for this cost basis difference at December 28, 2003 and December 29, 2002 (as restated), respectively. Approximately $5.3 million and $6.4 million was recorded at December 28, 2003 and December 29, 2002 (as restated), respectively, to reflect the uncertainty of future utilization of certain foreign NOLs.

25.    Employee Benefit Plans

Substantially all employees participate in noncontributory profit-sharing and/or contributory defined contribution plans, to which payments are approved annually by the Board of Directors. Aggregate charges to income under defined contribution plans were $9.3 million in 2003, $4 million in 2002 and $6 million in 2001. Anticipated 2004 contributions to the defined contribution plans will be approximately $9.1 million.

As of January 1, 2003, the Company replaced its existing combination of defined benefit plans and defined contribution plans for non-union employees with an age-weighted profit-sharing plan and a 401(k) plan. Defined benefit plan benefits will no longer accrue after 2002 for these employees. This change affected approximately 1,200 employees. The profit-sharing component of the new plan is calculated using allocation rates that are integrated with Social Security and that increase with age.

As a result of the disposition of TriMas on June 6, 2002, the Company is not responsible for TriMas' net periodic pension cost subsequent to this date. However, the Company must continue to record TriMas' portion of the net liability recognized on the Company's consolidated balance sheet.

The Company also provides other postretirement medical and life insurance benefit plans, none of which are funded, for certain of its active and retired employees. The health care plans are contributory with participants' contributions adjusted annually.

As a result of the disposition of TriMas on June 6, 2002, the Company is not responsible for TriMas' net periodic postretirement benefit cost, benefit obligations and net liability subsequent to this date.

The Company uses a September 30 measurement date for all of its plans. The straight-line method is used to amortize prior service amounts and unrecognized net gains and losses for all pension and postretirement benefit plans. The below includes all of the Company's domestic and foreign pension and other postretirement benefit plans.

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METALDYNE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Obligations and funded status at December 28, 2003 and December 29, 2002:

				(In thousands)
				Pension Benefits								Other Benefits
				2003				2002				2003				2002
Change in Benefit Obligation
Benefit obligation at beginning of year				$	260,750			$	247,220			$	45,410			$	42,710
Service cost					3,220				6,410				1,020				1,040
Interest cost					17,100				18,340				3,010				3,010
Plan participants' contributions					240				260				—				—
Amendments					1,890				1,380				—				—
Actuarial loss					17,820				34,820				7,040				7,920
Benefits paid					(14,060	)			(15,390	)			(3,140	)			(2,360	)
Change in foreign currency					4,870				2,200				—				—
Change due to amendment/settlement/spin-off					—				(26,420	)			—				(7,180	)
Change due to curtailment/window					(2,710	)			(8,070	)			—				270
Benefit obligation at end of year					289,120				260,750				53,340				45,410
Change in Plan Assets
Fair value of plan assets at beginning of year					148,660				159,060				—				—
Actual return on plan assets					9,790				(9,120	)			—				—
Employer contribution					16,380				26,010				3,140				2,360
Benefits paid					(14,060	)			(15,390	)			(3,140	)			(2,360	)
Divestitures					—				(9,650	)			—				—
Change due to amendment/settlement/spin-off					—				(3,450	)			—				—
Expenses/Other					1,950				1,200				—				—
Fair value of plan assets at end of year					162,720				148,660				—				—
Net Amount Recognized
Funded status					(126,400	)			(112,090	)			(53,340	)			(45,410	)
Unrecognized net actuarial loss					92,510				67,700				13,840				7,470
Unrecognized prior service cost (benefit)					2,060				230				(1,370	)			(1,490	)
Net amount recognized					(31,830	)			(44,160	)			(40,870	)			(39,430	)
Amounts Recognized in the Statement of Financial Position
Prepaid benefit cost					—				2,360				—				—
Accrued benefit cost					(119,540	)			(106,870	)			(40,870	)			(39,430	)
Intangible assets					2,060				230				—				—
Accumulated other comprehensive income					85,650				60,120				—				—
Net amount recognized					(31,830	)			(44,160	)			(40,870	)			(39,430	)

The increase in accumulated other comprehensive income to $85.7 million at December 28, 2003 primarily reflects the excess of the accumulated benefit obligation over the fair value of the plan assets.

The accumulated benefit obligation for all defined benefit pension plans was $280.7 million and $249.5 million at December 28, 2003 and December 29, 2002, respectively.

We expect to make contributions of approximately $17.5 million to the defined benefit pension plans for 2004.

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

				(In thousands)
								Pension Benefits												Other Benefits
				2003				2002				2001				2003				2002				2001
Components of Net Periodic Benefit Cost
Service cost				$	3,210			$	6,410			$	7,880			$	1,020			$	1,040			$	760
Interest cost					17,100				18,340				18,080				3,010				3,010				3,080
Expected return on plan assets					(16,570	)			(15,710	)			(15,170	)			—				—				—
Amortization of prior service cost					110				40				10				(120	)			—				—
Recognized (gain) loss due to curtailments/settlements					(2,450	)			1,280				—				—				—				—
Amortization of net (gain) loss					700				30				—				280				(20	)			—
Net periodic benefit cost				$	2,100			$	10,390			$	10,800			$	4,190			$	4,030			$	3,840
Additional Information
Increase in minimum liability included in other comprehensive income (before tax)				$	25,530			$	48,520			$	11,600				N/A				N/A				N/A
Assumptions
Weighted-average assumptions used to determine benefit obligations at December 28, 2003 and December 29, 2002:
Discount rate					6.11	%			6.73	%							6.13	%			6.75	%
Rate of compensation increase					3.59	%			4.01	%							N/A				N/A
Weighted-average assumptions used to determine net periodic benefit cost for years ended December 28, 2003 and December 29, 2002:
Discount rate					6.73	%			7.51	%			7.61	%			6.75	%			7.625	%
Expected long-term return on plan assets					8.96	%			8.97	%			8.96	%			N/A				N/A
Rate of compensation increase					4.01	%			4.03	%			4.03	%			N/A				N/A
Assumed health care cost trend rates at December 28, 2003 and December 29, 2002:
Health care cost trend rate assumed for next year					N/A				N/A								10.00	%			10.50	%
Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)					N/A				N/A								5.00	%			5.00	%
Year that the rate reaches the ultimate trend rate					N/A				N/A								2013				2013

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Assumed health care cost trend rates have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

				(In thousands)
				1-Percentage- Point Increase				1-Percentage- Point Decrease
Effect on total of service and interest cost				$	250			$	(210	)
Effect on postretirement benefit obligation					3,230				(2,650	)

Plan Assets

The Company's pension plans' and other postretirement benefit plans' weighted-average asset allocations at December 28, 2003 and December 29, 2002, by asset category, are as follows:

				Pension Benefits
				Plan Assets at
				December 28, 2003				December 29, 2002
Asset Category
Equity securities					56	%			54	%
Debt securities					36	%			36	%
Other (Cash)					8	%			10	%
Total					100	%			100	%

Investment Policy and Strategy

The policy, established by the Pension Committee, is to provide for growth of capital with a moderate level of volatility by investing assets per the target allocations stated above. The asset allocation and the investment policy will be reviewed on a semi-annual basis, to determine if the policy should be changed.

Determination of Expected Long-Term Rate of Return

The expected long-term rate of return for the plan's total assets is based on the expected return of each of the above categories, weighted based on the target allocation for each class. Equity securities are expected to return 10% to 11% over the long-term, while debt securities are expected to return between 4% and 7%. The Pension Committee expects that the plans' asset manager will provide a modest (0.5% to 1.0% per annum) premium to the respective market benchmark indices.

Medicare Prescription Drug, Improvement and Modernization Act

On December 8, 2003, the Medicare Prescription Drug, Improvement and Modernization Act was signed into law. This law provides for a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to the benefit established by the law. The Company provides retiree drug benefits that exceed the value of the benefits that will be provided by Medicare Part D, and the Company's eligible retirees generally pay a premium for this benefit that is less than the Part D premium. Therefore, the Company has concluded that these benefits are at least actuarially equivalent to the Part D program so that Metaldyne will be eligible for the basic Medicare Part D subsidy.

In the second quarter of 2004, a Financial Accounting Standards Board (FASB) Staff Position (FSP FAS 106-2, "Accounting and Disclosure Requirements Related to the Medicare Prescription Drug Improvement and Modernization Act of 2003") was issued providing guidance on the accounting for the

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

effects of the Act for employers that sponsor postretirement health care plans that provide prescription drug benefits. The FSP is effective for the first interim or annual period beginning after June 15, 2004. The Company estimates the federal subsidy included in the law will ultimately result in an approximate $4.5 million to $6.0 million reduction in Metaldyne's postretirement benefit obligation. However, the reduction is not reflected in company's postretirement benefit obligation at the balance sheet date, since this information is as of the Company's September 30, 2003 measurement date. For 2004, the Company expects a net reduction in our postretirement expense when compared to 2003. This decrease reflects the favorable impact of the Medicare legislation and changes to the plans that eliminated some coverage, offset by a 50 basis point decline in the discount rate and adverse experience in health care trends.

26.    Fair Value of Financial Instruments

In accordance with Statement of Financial Accounting Standards No. 107, "Disclosures about Fair Value of Financial Instruments," the following methods were used to estimate the fair value of each class of financial instruments:

Cash and Cash Equivalents

The carrying amount reported in the balance sheet for cash and cash equivalents approximates fair value.

Long-Term Debt

The carrying amount of bank debt and certain other long-term debt instruments approximates fair value as the floating rates applicable to this debt reflect changes in overall market interest rates.

Derivatives

The Company manages its exposure to changes in interest rates through the use of interest rate protection agreements. These interest rate derivatives are designated as cash flow hedges. The effective portion of each derivative's gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. The Company does not use derivatives for speculative purposes.

The fair value of the Company's interest rate protection agreements that qualify for hedge accounting approximated $(4.5) million at December 28, 2003. The $(4.5) million has been recognized as a liability at December 28, 2003 and the change in fair value is included in other comprehensive income. The $(4.5) million liability is classified as current based on the maturity dates of the derivatives and is included in accrued liabilities.

The carrying amounts and fair values of the Company's financial instruments at December 28, 2003 and December 29, 2002 (as restated) are as follows:

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

				(In thousands)
				2003								2002
				Carrying Amount				Fair Value				Carrying Amount				Fair Value
												(Restated)				(Restated)
Cash and cash investments				$	13,820			$	13,820			$	19,130			$	19,130
Receivables				$	181,980			$	181,980			$	184,300			$	184,300
Interest rate arrangements				$	(4,540	)		$	(4,540	)		$	(8,330	)		$	(8,330	)
Long-term debt:
Bank debt				$	351,080			$	351,080			$	399,000			$	399,000
11% senior subordinated notes, due 2012				$	250,000			$	230,000			$	250,000			$	250,000
10% senior notes, due 2013				$	150,000			$	150,000			$	—			$	—
4.5% convertible subordinated debentures, due 2003				$	—			$	—			$	91,360			$	91,360
Other long-term debt				$	15,850			$	15,850			$	20,020			$	20,020

27.    Interim and Other Supplemental Financial Data (Unaudited)

				(In thousands except per share amounts)
				For the Quarters Ended
								(As Restated)
2003:				December 28th				September 28th				June 29th				March 30th
Net sales				$	389,060			$	346,680			$	390,540			$	381,920
Gross profit				$	31,410			$	33,420			$	49,830			$	41,040
Net income (loss)				$	(54,990	)		$	(10,340	)		$	1,060			$	(11,060	)
Per common share:
Basic Basic				$	(1.35	)		$	(0.29	)		$	(0.03	)		$	(0.31	)
Diluted				$	(1.35	)		$	(0.29	)		$	(0.03	)		$	(0.31	)
								(As Originally Reported)
2003:								September 28th				June 29th				March 30th
Net sales								$	346,280			$	390,290			$	381,320
Gross profit								$	35,120			$	49,510			$	40,330
Net income (loss)								$	(9,570	)		$	480			$	(9,370	)
Per common share:
Basic Basic								$	(0.28	)		$	(0.04	)		$	(0.27	)
Diluted								$	(0.28	)		$	(0.04	)		$	(0.27	)
								September 28th				June 29th				March 30th
Income/(Expense)
Previously reported net income (loss)								$	(9,570	)		$	480			$	(9,370	)
Sintered adjustment								$	(870	)		$	1,000			$	(2,280	)
Tooling, accrual and allowance analysis								$	100			$	90			$	(380	)
Other Adjustments								$	(460	)		$	(150	)		$	(70	)
Income tax effect								$	460			$	(360	)		$	1,040
Restated net income (loss)								$	(10,340	)		$	1,060			$	(11,060	)

As discussed in Note 2, the Company's audited consolidated financial statements for fiscal 2001 and 2002 have been restated. Additionally, the Company has restated the financial statements for the first

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METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

three quarters of 2003 and for each quarter in 2002. The Company will be amending its quarterly reports on Form 10-Q for the first three quarters of 2003 concurrent with the filing of its 2004 Form 10-Q's, in order to restate the condensed consolidated financial statements therein.

In the fourth quarter of 2003, the Company incurred several significant charges, including a $4.9 million asset impairment, $15 million fixed asset disposal loss, $6.1 million restructuring charge and $20.7 million equity loss of affiliates (see Notes 6 and 18).

				(As Restated)
2002:				December 29th				September 29th				June 30th				March 31th
Net sales				$	350,690			$	351,500			$	530,150			$	559,860
Gross profit				$	44,100			$	46,920			$	98,390			$	104,230
Net loss				$	(8,120	)		$	(12,230	)		$	(14,510	)		$	(29,900	)
Per common share:
Basic Basic				$	(0.24	)		$	(0.37	)		$	(0.38	)		$	(0.74	)
Diluted				$	(0.24	)		$	(0.37	)		$	(0.38	)		$	(0.74	)
				(As Originally Reported)
2002:				December 29th				September 29th				June 30th				March 31st
Net sales				$	350,870			$	352,150			$	530,460			$	559,870
Gross profit				$	50,000			$	48,240			$	97,940			$	102,820
Net loss				$	(4,590	)		$	(11,390	)		$	(14,790	)		$	(30,770	)
Per common share:
Basic Basic				$	(0.16	)		$	(0.35	)		$	(0.39	)		$	(0.76	)
Diluted				$	(0.16	)		$	(0.35	)		$	(0.39	)		$	(0.73	)
Income/(Expense)				December 29th				September 29th				June 30th				March 31st
Previously reported net loss				$	(4,590	)		$	(11,390	)		$	(14,790	)		$	(30,770	)
Sintered adjustment				$	(5,730	)		$	(840	)		$	550			$	1,350
Tooling, accrual and allowance analysis				$	(20	)		$	(510	)		$	(100	)		$	60
Other Adjustments				$	50			$	—			$	—			$	—
Income tax effect				$	(2,170	)		$	(510	)		$	170			$	540
Restated net loss				$	(8,120	)		$	(12,230	)		$	(14,510	)		$	(29,900	)

The effect of this restatement was to increase gross profit and net income (loss) applicable to common shares by $1.4 million and $0.9 million, respectively, for the quarter ended March 31, 2002; increase gross profit and net income (loss) applicable to common shares by $0.5 million and $0.3 million, respectively, for the quarter ended June 30, 2002; decrease gross profit and net income (loss) applicable to common shares by $1.3 million and $0.8 million, respectively, for the quarter ended September 29, 2002, and decrease gross profit and net income (loss) applicable to common shares by $6.0 million and $3.5 million, respectively, for the quarter ended December 29, 2002. Basic loss per share changed by $0.02, $0.01, $(0.02) and $(0.08) for the quarters ended March 31, 2002, June 30, 2002, September 29, 2002 and December 29, 2002, respectively. Diluted loss per share changed by $(0.01), $0.01, $(0.02) and $(0.08) for the quarters ended March 31, 2002, June 30, 2002, September 29, 2002 and December 29, 2002, respectively.

In the fourth quarter of 2002, the Company recorded several adjustments from the restatement primarily related to correcting overstated fixed asset balances at the division. For certain of these adjustments, the Company did not have any sufficient accounting information to allocate corrections to other quarterly reporting periods in 2002.

94

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Certain 2003 and 2002 amounts have been reclassified to reflect current year classification for fixed asset gains and losses.

28.    Commitments and Contingencies

The Company is subject to claims and litigation in the ordinary course of its business, but does not believe that any such claim or litigation will have a material adverse effect on its financial position or results of operation.

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the Company's business, to which it is aware that would have a material adverse effect on the Company's financial position or results of operations.

29.    Related Party Transactions

In November 2000, the Company was acquired by an investor group led by Heartland and Credit Suisse First Boston ("CSFB") in a recapitalization transaction. Heartland is a private equity fund established to "buy, build and grow" industrial companies in sectors with attractive consolidation opportunities. In addition to TriMas (see Note 6 to the Company's audited consolidated financial statements), Heartland has equity interests in other industrial companies. The recapitalization and Heartland's investment will allow the Company to continue to aggressively pursue internal growth opportunities and strategic acquisitions, and to increase the scale and profitability of the Company.

The Company maintains a monitoring agreement with Heartland for an annual fee of $4 million plus additional fees for financings and acquisitions under certain circumstances. The Heartland monitoring agreement is based on a percentage of assets calculation and Heartland has the option of taking the greater of the calculated fee (which would have totaled $5.1 million for 2003) or $4 million. Total monitoring fees paid to Heartland were $4 million for each of the years ended December 28, 2003, December 29, 2002 and December 31, 2001. Additionally, the Company recorded $0.7 million in both 2003 and 2002 and $0.5 million in 2001 for expense reimbursements to Heartland in the ordinary course of business.

Heartland is also entitled to a 1% transaction fee in exchange for negotiating, contracting and executing certain transactions on behalf of Metaldyne, including transactions for sale-leaseback arrangements and other financings. These fees totaled approximately $1.9 million for the year ended December 28, 2003. Similar fees through 2002 totaled approximately $1.9 million. Total fee and expense reimbursements paid in 2003 were approximately $2 million and amounts not yet remitted to Heartland total approximately $1.8 million and are recorded as accounts payable in the Company's consolidated balance sheet as of the year ended December 28, 2003. No amounts were remitted to Heartland for these fee and expense reimbursements prior to 2003.

Effective January 23, 2001, the Company changed its name to Metaldyne Corporation from MascoTech, Inc. The Company had a corporate service agreement through 2002 with Masco Corporation, which at December 28, 2003 owned approximately 6% of the Company's common stock. Under the terms of the agreement, the Company paid fees to Masco Corporation for various staff support and administrative services, research and development and facilities. Such fees aggregated zero in 2003, $0.5 million in 2002 and $0.4 million in 2001. Total fee and expense reimbursements not yet remitted to Masco total $1.0 million and are recorded as accounts payable in the Company's consolidated balance sheet as of the year ended December 28, 2003. In 2001, the Company received a one-time reimbursement of $2.4 million from Masco Corporation for prior services.

On June 6, 2002, the Company sold 66% of its former TriMas subsidiary to Heartland and other investors. The Company's current ownership percentage in TriMas is approximately 28%. The Company

95

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

has a corporate services agreement with TriMas, which requires the Company to provide corporate staff support and administrative services to TriMas subsequent to the divestiture of TriMas. Under the terms of the agreement, the Company receives fees from TriMas, which aggregated approximately $2.5 million and $0.3 million in 2003 and 2002, respectively. The Company expects to receive $0.4 million from its corporate services agreement with TriMas in 2004. TriMas also reimburses Metaldyne for expense reimbursements in the ordinary course of business. The Company has recorded $15.4 million due from TriMas, consisting of corporate staff support and administrative services, restricted stock reimbursements, tax net operating losses created prior to the disposition of TriMas, pension obligations and other expense reimbursements in the ordinary course of business, that is recorded as a receivable from affiliates in the Company's consolidated balance sheet as of December 28, 2003.

30.    Subsequent Events

On December 31, 2003, subsequent to the Company's December 28, 2003 year end, the Company completed a transaction with DaimlerChrysler Corporation ("DaimlerChrysler") that transferred full ownership of the New Castle Machining and Forge ("New Castle") manufacturing operations to Metaldyne. Since January 2003, New Castle has been managed as a joint venture between Metaldyne and DaimlerChrysler. The New Castle facility manufactures suspension and powertrain components for Chrysler, Jeep and Dodge vehicles; additionally, Metaldyne has launched initiatives to expand the customer base beyond DaimlerChrysler. The New Castle manufacturing operations will be part of the Company's Chassis segment.

As part of the New Castle transaction, Metaldyne acquired Class A and Class B units representing DaimlerChrysler's entire joint venture interest in New Castle. In exchange, Metaldyne delivered to DaimlerChrysler $215 million, comprised of $118.8 million in cash; $31.7 million in aggregate principal amount of a new issue of its 10% senior subordinated notes; and $64.5 million in aggregate liquidation preference of its Series A-1 preferred stock. The cash portion of the consideration was funded in part by the net cash proceeds of approximately $65 million from the sale-leaseback of certain machinery and equipment with a third-party lessor, with the remainder funded through Metaldyne's revolving credit facility.

The assets and liabilities of New Castle at December 31, 2003 consisted of the following (in thousands):

Current assets				$	13,370
Property and equipment, net					240,720
Total assets					254,090
Current liabilities					14,110
Total liabilities					14,110
Net assets				$	239,980

The above assets and liabilities represent the opening balance sheet at the acquisition date, and are subject to change based upon the final valuation and allocation of purchase price.

On December 31, 2003, the Company entered into a sale-leaseback transaction for machinery and equipment with a third-party lessor. The Company received $4.5 million cash as part of this transaction.

On December 31, 2003, Heartland purchased all of the outstanding 184,153 shares valued at $18.5 million of redeemable Series B preferred stock from former GMTI shareholders. The redeemable Series B preferred shares are mandatorily redeemable on June 15, 2013, and consist of outstanding shares and unpaid dividends of $23.8 million included in the Company's consolidated balance sheet at December 28, 2003.

96

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On February 1, 2004, the Company sold its ownership of its Bedford Heights, Ohio and Rome, Georgia manufacturing operations to Lester PDC, a Kentucky-based aluminum die casting and machining company. These two plants had combined 2003 sales of approximately $62 million and an operating loss of approximately $14 million. The Company retained interest in approximately $5.6 million in working capital (principally accounts receivable) but remitted approximately $6.1 million to buy out the remaining portion of the equipment that had previously been sold under an operating lease arrangement by the Company. The buyer also agreed to sub-lease both the Bedford Heights, Ohio and the Rome, Georgia facilities from the Company for an annual lease payment of approximately $0.6 million. Both manufacturing operations were part of the Company's Driveline segment. Pursuant to SFAS 144, "Goodwill and Other Intangible Assets," the Company recognized an impairment charge of $4.9 million as an "asset impairment" on the Company's consolidated statement of operations as of December 28, 2003.

On June 17, 2004, the Company entered into a sale-leaseback transaction for machinery and equipment with a third party lessor. The Company received $7.6 million cash as part of this transaction.

31.    Condensed Consolidating Financial Statements of Guarantors of Senior Subordinated Notes

The following condensed consolidating financial information presents:

(1)	Condensed consolidating financial statements as of December 28, 2003 and December 29, 2002 (as restated), and for the years ended December 28, 2003 and December 29, 2002 (as restated) of (a) Metaldyne Corporation, the parent and issuer, (b) the guarantor subsidiaries, (c) the non-guarantor subsidiaries and (d) the Company on a consolidated basis, and

(2)	Elimination entries necessary to consolidate Metaldyne Corporation, the parent, with guarantor and non-guarantor subsidiaries.

The condensed consolidating financial statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company's share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investments in subsidiaries and intercompany balances and transactions. The entire restatement effect discussed in Note 2 to the Company's audited consolidated financial statements herein, relates to the guarantor subsidiaries except for approximately a $0.2 million overstatement in pre-tax income in 2001 for the non-guarantor subsidiaries.

97

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Balance Sheets December 28, 2003

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Assets
Current assets:
Cash and cash equivalents				$	—			$	10,750			$	3,070			$	—			$	13,820
Receivables, net:
Trade, net of allowance for doubtful accounts					—				110,150				29,180				—				139,330
TriMas					—				15,350				—				—				15,350
Other					—				26,440				—				—				26,440
Total receivables, net					—				151,940				29,180				—				181,120
Inventories					—				54,080				29,600				—				83,680
Deferred and refundable income taxes					—				7,900				1,210				—				9,110
Prepaid expenses and other assets					—				27,880				8,400				—				36,280
Total current assets					—				252,550				71,460				—				324,010
Equity and other investments in affiliates					148,830				—				—				—				148,830
Property and equipment, net					—				478,760				228,690				—				707,450
Excess of cost over net assets of acquired companies					—				441,920				142,470				—				584,390
Investment in subsidiaries					471,060				229,590				—				(700,650	)			—
Intangible and other assets					—				225,400				21,780				—				247,180
Total assets				$	619,890			$	1,628,220			$	464,400			$	(700,650	)		$	2,011,860
Liabilities And Shareholders' Equity
Current liabilities:
Accounts payable				$	—			$	128,960			$	72,280			$	—			$	201,240
Accrued liabilities					—				96,040				40,800				—				136,840
Current maturities, long-term debt					—				4,820				6,060				—				10,880
Total current liabilities					—				229,820				119,140				—				348,960
Long-term debt					400,000				360,740				6,190				—				766,930
Deferred income taxes					—				95,530				25,990				—				121,520
Minority interest					—				—				800				—				800
Other long-term liabilities					—				148,620				5,140				—				153,760
Intercompany accounts, net					(400,000	)			322,450				77,550				—				—
Total liabilities					—				1,157,160				234,810				—				1,391,970
Redeemable preferred stock					73,980				—				—				—				73,980
Shareholders' equity:
Preferred stock					—				—				—				—				—
Common stock					42,730				—				—				—				42,730
Paid-in capital					692,400				—				—				—				692,400
Accumulated deficit					(234,750	)			—				—				—				(234,750	)
Accumulated other comprehensive income					45,530				—				—				—				45,530
Investment by Parent/Guarantor					—				471,060				229,590				(700,650	)			—
Total shareholders' equity				$	545,910			$	471,060			$	229,590			$	(700,650	)		$	545,910
Total liabilities, redeemable stock and shareholders' equity				$	619,890			$	1,628,220			$	464,400			$	(700,650	)		$	2,011,860

98

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Balance Sheets December 29, 2002
(Restated)

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Assets
Current assets:
Cash and cash equivalents				$	—			$	14,610			$	4,520			$	—			$	19,130
Receivables, net:
Trade, net of allowance for doubtful accounts					—				—				144,280				—				144,280
TriMas					—				27,820				—				—				27,820
Other					—				5,790				5,590				—				11,380
Total receivables, net					—				33,610				149,870				—				183,480
Inventories					—				55,260				21,410				—				76,670
Deferred and refundable income taxes					—				22,830				720				—				23,550
Prepaid expenses and other assets					—				23,090				5,520				—				28,610
Total current assets					—				149,400				182,040				—				331,440
Equity and other investments in affiliates					152,100				—				—				—				152,100
Property and equipment, net					—				474,250				200,440				—				674,690
Excess of cost over net assets of acquired companies					—				375,910				197,660				—				573,570
Investment in subsidiaries					512,440				231,210				—				(743,650	)			—
Intangible and other assets					—				284,290				1,900				—				286,190
Total assets				$	664,540			$	1,515,060			$	582,040			$	(743,650	)		$	2,017,990
Liabilities And Shareholders' Equity
Current liabilities:
Accounts payable				$	—			$	141,920			$	52,760			$	—			$	194,680
Accrued liabilities					—				80,610				29,420				—				110,030
Current maturities, long-term debt					—				95,030				4,870				—				99,900
Total current liabilities				$	—			$	317,560			$	87,050			$	—			$	404,610
Long-term debt					250,000				409,250				9,770				—				669,020
Deferred income taxes					—				115,660				20,860				—				136,520
Other long-term liabilities					—				137,810				5,490				—				143,300
Intercompany accounts, net					(250,000	)			22,340				227,660				—				—
Total liabilities				$	—			$	1,002,620			$	350,830			$	—			$	1,353,450
Total redeemable stock				$	85,180			$	—			$	—			$	—			$	85,180
Shareholders' equity:
Preferred stock				$	—			$	—			$	—			$	—			$	—
Common stock					42,650				—				—				—				42,650
Paid-in capital					684,870				—				—				—				684,870
Accumulated deficit					(150,160	)			—				—				—				(150,160	)
Accumulated other comprehensive income (loss)					2,000				—				—				—				2,000
Investment by Parent/Guarantor					—				512,440				231,210				(743,650	)			—
Total shareholders' equity				$	579,360			$	512,440			$	231,210			$	(743,650	)		$	579,360
Total liabilities, redeemable stock and shareholders' equity				$	664,540			$	1,515,060			$	582,040			$	(743,650	)		$	2,017,990

99

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Operations
Year Ended December 28, 2003

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Net sales				$	—			$	1,154,470			$	353,730			$	—			$	1,508,200
Cost of sales					—				(1,060,220	)			(292,450	)			—				(1,352,670	)
Gross profit					—				94,250				61,280				—				155,530
Selling, general and administrative expenses					—				(99,360	)			(17,870	)			—				(117,230	)
Restructuring charges					—				(11,550	)			(1,580	)			—				(13,130	)
Asset impairment					—				(4,870	)			—				—				(4,870	)
Operating profit					—				(21,530	)			41,830				—				20,300
Other income (expense), net:
Interest expense					—				(69,640	)			(5,870	)			—				(75,510	)
Equity and other income (loss) from affiliates					(20,700	)			—				—				—				(20,700	)
Other, net					—				(11,690	)			3,610				—				(8,080	)
Other expense, net					(20,700	)			(81,330	)			(2,260	)			—				(104,290	)
Income (loss) before income taxes					(20,700	)			(102,860	)			39,570				—				(83,990	)
Income taxes (credit)					—				(27,440	)			18,780				—				(8,660	)
Equity in net income of subsidiaries					(54,630	)			20,790				—				33,840				—
Net income (loss)				$	(75,330	)		$	(54,630	)		$	20,790			$	33,840			$	(75,330	)
Preferred stock dividends					9,260				—				—				—				9,260
Earnings (loss) attributable to common stock				$	(84,590	)		$	(54,630	)		$	20,790			$	33,840			$	(84,590	)

100

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Operations
Year Ended December 29, 2002
(Restated)

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Net sales				$	—			$	1,165,130			$	627,070			$	—			$	1,792,200
Cost of sales					—				(1,029,500	)			(469,060	)			—				(1,498,560	)
Gross profit					—				135,630				158,010				—				293,640
Selling, general and administrative expenses					—				(106,070	)			(75,390	)			—				(181,460	)
Restructuring charges					—				(3,470	)			—				—				(3,470	)
Operating profit					—				26,090				82,620				—				108,710
Other income (expense), net:
Interest expense					—				(87,280	)			(3,720	)			—				(91,000	)
Loss on repurchase of debentures and early retirement of term loans					—				(68,860	)			—				—				(68,860	)
Loss on interest rate arrangements upon early retirement of term loans					—				(7,550	)			—				—				(7,550	)
Equity and other income (loss) from affiliates					(1,410	)			—				—				—				(1,410	)
Other, net					—				(10,670	)			1,690				—				(8,980	)
Other expense, net					(1,410	)			(174,360	)			(2,030	)			—				(177,800	)
Income (loss) before income taxes					(1,410	)			(148,270	)			80,590				—				(69,090	)
Income taxes (credit)					—				(56,970	)			16,010				—				(40,960	)
Equity in net income of subsidiaries					(63,350	)			64,580				—				(1,230	)			—
Net income (loss) before cumulative effect of change in accounting principle					(64,760	)			(26,720	)			64,580				(1,230	)			(28,130	)
Cumulative effect of change in recognition and measurement of goodwill impairment					—				(36,630	)			—				—				(36,630	)
Net income (loss)					(64,760	)			(63,350	)			64,580				(1,230	)			(64,760	)
Preferred stock dividends					9,120				—				—				—				9,120
Earnings (loss) attributable to common stock				$	(73,880	)		$	(63,350	)		$	64,580			$	(1,230	)		$	(73,880	)

101

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Operations
Year Ended December 28, 2001
(Restated)

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Net sales				$	—			$	1,136,750			$	992,130			$	(1,490	)		$	2,127,390
Cost of sales					—				(993,590	)			(742,230	)			1,490				(1,734,330	)
Gross profit					—				143,160				249,900				—				393,060
Selling, general and administrative expenses					—				(117,330	)			(147,790	)			—				(265,120	)
Operating profit					—				25,830				102,110				—				127,940
Other income (expense), net:
Interest expense					—				(76,980	)			(71,180	)			—				(148,160	)
Equity and other income (loss) from affiliates					(8,930	)			—				—				—				(8,930	)
Other, net					—				(15,160	)			(2,730	)			—				(17,890	)
Other expense, net					(8,930	)			(92,140	)			(73,910	)			—				(174,980	)
Income (loss) before income taxes					(8,930	)			(66,310	)			28,200				—				(47,040	)
Income taxes (credit)					—				(13,030	)			8,770				—				(4,260	)
Equity in net income of subsidiaries					(33,850	)			19,430				—				14,420				—
Net income (loss)				$	(42,780	)		$	(33,850	)		$	19,430			$	14,420			$	(42,780	)
Preferred stock dividends					5,850				—				—				—				5,850
Earnings (loss) attributable to common stock				$	(48,630	)		$	(33,850	)		$	19,430			$	14,420			$	(48,630	)

102

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Cash Flows
Year Ended December 28, 2003

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Cash flows from operating activities:
Net cash provided by (used for) operating activities				$	—			$	(61,410	)		$	160,650			$	—			$	99,240
Cash flows from investing activities:
Capital expenditures					—				(104,580	)			(26,140	)			—				(130,720	)
Disposition of businesses to a related party					—				—				22,570				—				22,570
Acquisition of business, net					—				(7,650	)			—				—				(7,650	)
Proceeds from sale/leaseback of fixed assets					—				16,970				—				—				16,970
Proceeds from sale of TriMas shares					20,000				—				—				—				20,000
Investment in joint venture					—				(20,000	)			—				—				(20,000	)
Net cash provided by (used for) investing activities					20,000				(115,260	)			(3,570	)			—				(98,830	)
Cash flows from financing activities:
Principal payments of term loan facilities					—				(47,600	)			—				—				(47,600	)
Proceeds of revolving credit facility					—				180,000				—				—				180,000
Principal payments of revolving credit facility					—				(180,000	)			—				—				(180,000	)
Proceeds of senior subordinated notes, due 2013					150,000				——				—				—				150,000
Principal payments of convertible subordinated debentures, due 2003					(98,530	)			—				—				—				(98,530	)
Proceeds of other debt					—				—				1,940				—				1,940
Principal payments of other debt					—				(4,080	)			(5,100	)			—				(9,180	)
Capitalization of debt financing fees					—				(2,350	)			—				—				(2,350	)
Change in intercompany accounts					(71,470	)			226,840				(155,370	)			—				—
Net cash provided by (used for) financing activities					(20,000	)			172,810				(158,530	)			—				(5,720	)
Net increase (decrease) in cash					—				(3,860	)			(1,450	)			—				(5,310	)
Cash and cash equivalents, beginning of period					—				14,610				4,520				—				19,130
Cash and cash equivalents, end of period				$	—			$	10,750			$	3,070			$	—			$	13,820

103

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Cash Flows
Year Ended December 29, 2002
(Restated)

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Cash flows from operating activities:
Net cash provided by (used for) operating activities				$	—			$	(79,380	)		$	14,270			$	—			$	(65,110	)
Cash flows from investing activities:
Capital expenditures					—				(82,970	)			(33,480	)			—				(116,450	)
Proceeds from disposition of business					—				—				840,000				—				840,000
Proceeds from sale/leaseback of fixed assets					—				52,180				—				—				52,180
Net cash provided by (used for) investing activities					—				(30,790	)			806,520				—				775,730
Cash flows from financing activities:
Proceeds of term loan facilities					—				400,000				—				—				400,000
Principal payments of term loan facilities					—				(671,850	)			(440,600	)			—				(1,112,450	)
Proceeds of revolving credit facility					—				324,800				—				—				324,800
Principal payments of revolving credit facility					—				(324,800	)			—				—				(324,800	)
Proceeds of senior subordinated notes, due 2012					250,000				—				—				—				250,000
Principal payments of convertible subordinated debentures, due 2003 (net of $1.2 million non-cash portion of repurchase)					—				(205,290	)			—				—				(205,290	)
Proceeds of other debt					—				—				920				—				920
Principal payments of other debt					—				(2,130	)			(3,960	)			—				(6,090	)
Capitalization of debt financing fees					—				(12,100	)			—				—				(12,100	)
Prepayment costs on early extinguishment of debt					—				(6,480	)			—				—				(6,480	)
Change in intercompany accounts					(250,000	)			622,550				(372,550	)			—				—
Net cash provided by (used for) financing activities					—				124,700				(816,190	)			—				(691,490	)
Net increase (decrease) in cash					—				14,530				4,600				—				19,130
Cash and cash equivalents, beginning of period					—				—				—				—				—
Cash and cash equivalents, end of period				$	—			$	14,530			$	4,600			$	—			$	19,130

104

METALDYNE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (concluded)

Guarantor/Non-Guarantor
Condensed Consolidating Statement Of Cash Flows
Year Ended December 31, 2001
(Restated)

				(In thousands)
				Parent				Guarantor				Non-Guarantor				Eliminations				Consolidated
Cash flows from operating activities:
Net cash provided by (used for) operating activities				$	—			$	315,220			$	(141,430	)		$	—			$	173,790
Cash flows from investing activities:
Capital expenditures					—				(75,460	)			(35,650	)			—				(111,110	)
Acquisition of business, net					—				(83,320	)			—				—				(83,320	)
Proceeds from sale/leaseback of fixed assets					—				73,590				11,070				—				84,660
Other, net					—				5,060				—				—				5,060
Net cash provided by (used for) investing activities					—				(80,130	)			(24,580	)			—				(104,710	)
Cash flows from financing activities:
Proceeds of term loan facilities					—				44,250				—				—				44,250
Principal payments of term loan facilities					—				(81,990	)			—				—				(81,990	)
Proceeds of revolving credit facility					—				23,560				—				—				23,560
Principal payments of revolving credit facility					—				(48,750	)			—				—				(48,750	)
Proceeds of other debt					—				43,560				8,000				—				51,560
Principal payments of other debt					—				(48,520	)			(36,180	)			—				(84,700	)
Other, net					—				750				—				—				750
Change in intercompany accounts					—				(156,070	)			156,070				—				—
Net cash provided by (used for) financing activities					—				(223,210	)			127,890				—				(95,320	)
Net increase (decrease) in cash					—				11,880				(38,120	)			—				(26,240	)
Cash and cash equivalents, beginning of period					—				(1,290	)			27,530				—				26,240
Cash and cash equivalents, end of period				$	—			$	10,590			$	(10,590	)		$	—			$	—

105

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Not Applicable.

Item 9A.    Controls and Procedures.

Overview

The Company's financial statements have been restated to reflect adjustments to its previously reported financial information on Form 10-K for fiscal years 2001 and 2002. Further, we will be filing amendments to our quarterly reports on Form 10-Q for the first three quarters of fiscal 2003 as soon as practicable in order to restate the condensed consolidated financial statements therein. While certain of the matters that are the subject of the restatement would affect periods prior to 2001, the Company has not presented such periods prior to the acquisition of the Company in November 2000 in "Selected Financial Data" in this Form 10-K. The Company does not believe information for such periods would be material to investors due to the non-comparability of such information due to subsequent transactions and the passage of time, and we have therefore requested a waiver from the Commission to exclude these periods in the "Selected Financial Data." The Staff at the Commission , however, may comment that this Form 10-K must be amended for the inclusion of such information. The adjustments to previously reported results from 2001 through the third quarter of 2003 aggregated approximately $4.5 in understated net loss, $7.3 in understated loss before income taxes and $5.0 in overstated operating profit. In addition, there has been an adjustment to increase goodwill by approximately $22 million as of the November 2000 acquisition date of the Company. Reference is made to Note 2 to the Company's audited consolidated financial statements for greater detail on the restatement adjustments.

The restatement arose primarily out of information obtained through an investigation conducted by an independent director of the Company, Marshall Cohen, with the assistance of an independent counsel, Sidley Austin Brown & Wood LLP, and the forensic accounting group of Deloitte & Touche LLP. The investigation was initiated as a result of certain admissions made by an employee of the Company and information obtained by the Company's internal audit staff. As discussed below, the Company has implemented, or adopted plans to implement, a number of measures intended to address matters of concern that have been identified through the investigation and is continuing to consider further measures.

In 2003, a new plant controller at the Sintered division's St. Mary's, Pennsylvania facility encountered difficulties in understanding certain accounting practices and documentation. In December 2003, he notified the Company's independent auditors, KPMG LLP, that, among other things, he was unable to reconcile certain of the plant's general ledger accounts and to find appropriate documentation for certain entries and indicated that he had concerns regarding the division controller. The Company's Chief Financial Officer initiated an immediate review by the Company's internal audit department of accounting procedures and financial accounting at the domestic plants within the Sintered division. Shortly thereafter, the Company and its Board of Directors authorized the Independent Investigation into certain accounting practices at the Sintered division from 2001 through 2003.

During the initial stages of the investigation, the Company was made aware of errors with respect to the recording of certain entries which it attempted to analyze. While the Company was performing these analyses, in February 2004, the Sintered division controller made the following admissions concerning actions in which he admittedly participated. He asserted that, following the acquisition of the Company in November 2000, income at the Sintered division from 2000 through 2003 was deliberately understated by up to approximately $10 million in the aggregate. He alleged that these understatements were part of an intentional effort to offset the impact of previous overstatements of income by approximately $20 million in aggregate at the Sintered division during the period from 1996 through 1999, which was prior to the acquisition. There were three primary admissions from the former Sintered divisional controller related to the period 1996 to 1999. During this time, he asserted that income was intentionally overstated by (1) overstating fixed assets, (2) understating liabilities (notably accounts payable), and (3) using a complex set of manual journal entries every month to "disguise" the effects of (1) and (2). Following the acquisition in late 2000, he stated that income was understated through similar actions. For the period

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investigated, the Company concluded that the Sintered division controller's assertions concerning these actions were correct, although the amounts impacted by the actions following the Acquisition varied and indicate that cumulative net losses for the period investigated were actually understated as a result of these intentional activities. The Sintered division investigation revealed deficiencies, circumventions and breakdowns that occurred in controls and procedures at the Company.

Based upon certain findings within the Sintered division, the investigation was expanded to encompass accounting practices in other areas of the Company allegedly resulting in the smoothing of income through the use of accruals and allowances and the recognition of tooling income for the period from 2001 through 2003. This investigation involved an extensive review by those conducting the investigation of journal entries of over a specified amount made over a three year period. As a result of the expanded investigation, the Company became aware of instances of inappropriate accounting relating to tooling, accruals and allowances, which had the effect of "smoothing" earnings for certain periods. Specifically, the Company concluded from the investigative findings that there were instances when reserves had been established to cover unanticipated expenses, reserves had been increased or decreased based upon performance, and/or accruals or allowances had been recorded different from estimated or analyzed amounts. The Company also identified from the investigative findings a few instances of incorrect timing in the recognition of tooling income. The investigation categorized journal entries from the relevant periods for analysis by the Company and review by the Company with its current and former independent auditors. The Company analyzed those categories of entries which the investigation determined to be either potentially inaccurate (i.e., warranting further review) or unknown (i.e., insufficient documentation for third party evaluation). Based upon the Company's review of these categories of entries, the Company believes that the net impact on pre-tax income of the entries determined to be inappropriate and the tooling income issue discussed above was a $0.6 million increase in the pre-tax loss for 2002 and a $0.2 million reduction of the pre-tax loss in 2001.

Through the work of the investigation, a number of weaknesses with financial controls and procedures have been identified. Control weaknesses specifically identified by those conducting the investigation include, but are not limited to, instances of disregard for, or lack of understanding of, proper accrual accounting under GAAP, particularly in relation to reserve accounts; inconsistent policies and procedures concerning the recognition of tooling income; inadequate training of personnel within key accounting and operations functions; undue pressure on certain accounting personnel relative to operating results; issues in properly reviewing internal reporting packages and questionnaires; a failure to properly account for fixed assets; a lack of timely and adequate monitoring of intercompany balances, management review of general ledger, account reconciliation and manual journal entries; and insufficient information systems safeguards and security controls.

In October 2004, KPMG advised the Company that the following items constituted material weaknesses: management's focus on internal controls, specifically referencing those control issues identified by the investigation; the extent to which manual journal entries were able to be made without appropriate review or supporting documentation; the extent to which manual corporate level adjustments were required in the consolidation and financial reporting/close process; the need to perform regular, detailed account analyses and reconciliations; the need to improve controls to limit access to accounts payable and vendor files; and the need to enhance controls related to fixed and leased assets to ensure, among other things, timely asset classifications. These material weaknesses, if unaddressed, could result in material errors in the Company's financial statements. In addition, KPMG advised the Company that it had identified reportable conditions relating to intercompany account reconciliation; the need to reduce decentralization relative to international subsidiaries; and the need to devote greater resources to income tax accounting. KPMG has made a number of business recommendations relating to the above-referenced reportable conditions and material weaknesses. The Company had previously been informed by PricewaterhouseCoopers, the predecessor independent accountants, of reportable conditions relating to controls over fixed asset and goodwill accounting records and cash and accounts receivable account reconciliations The Company has implemented several remedial measures to compensate for these weaknesses, including additional oversight, centralized reconciliations and personnel reassignments.

The Company believes that certain of the issues highlighted by the investigation derive from the Company's history of acquisitions and the attendant employment of personnel from different predecessor

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companies who continued prior accounting practices. In some instances, the Company believes control issues have been exacerbated by the predecessor companies' previously highly decentralized structure which current management has been addressing over time since the acquisition.

The Company has devoted substantial resources to the improvement and review of its control processes and procedures and such review is ongoing. Those conducting the investigation have made observations concerning corrective actions based on the matters that have come to their attention, which the Company has reviewed. The Company has taken actions or considered actions to address concerns and issues referred to above, and intends to continue taking actions as necessary to further address such concerns and issues, by (1) making personnel and organizational changes; (2) improving communications and internal reporting; (3) simplifying and making consistent various accounting policies and procedures and enhancing related documentation; (4) significantly expanding its training programs for both accounting and non-accounting employees related to accounting matters; (5) increasing management's focus on internal controls and improving the extent and timing of management oversight in a number of areas; and (6) implementing processes and procedures to reduce manual interventions and adjustments and more appropriately limit access to certain files and systems. The Company's Audit Committee and its Board of Directors have reviewed the actions undertaken to date in response to the findings arising from the accounting investigation and authorized other actions to improve control processes and procedures. Specific remedial actions have been undertaken since the beginning of 2004 and include the following:

•	the termination or resignation of seven employees;

•	the upgrading of various personnel, including hiring a new Sintered division controller, a new corporate controller and a new fixed asset manager;

•	substantial additional training of accounting personnel and non-accounting personnel in accounting matters;

•	revised incentive compensation system to eliminate plant specific performance criteria in favor of division-wide criteria;

•	instituted a number of fixed asset inventory and construction-in-progress analysis improvements;

•	improved corporate accounting policies and procedures documentation;

•	enhanced validation of intercompany balances;

•	separated assignments, responsibility and access between the accounts payable group and central procurement group;

•	expanded review processes of information supplied by plant and division level personnel; and

•	improved procedures and review of relative to plant manual journal entries.

The Company will continue to evaluate the effectiveness of its controls and procedures on an ongoing basis, including consideration of internal control weaknesses and business recommendations identified by its auditors and suggestions made by those that conducted the investigation, and, consequently, intends to implement further actions in its continuing efforts to strengthen the control process.

In addition, the Company is undertaking a thorough review of its internal controls, including information technology systems and financial reporting as part of the Company's preparation for compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. Given the need to fully remedy the internal control weaknesses identified by KPMG, there can be no assurance that the Company will be able to remedy these weaknesses and take other actions required for compliance with Section 404 of the Sarbanes-Oxley Act by the required compliance date, the filing date for its fiscal 2005 audit in early 2006.

Disclosure Controls and Procedures

The evaluation and investigation described above included an evaluation by management with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) of the

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Securities Exchange Act of 1934) pursuant to Rule 13a-15 of the Exchange Act. Our disclosure controls and procedures are designed only to provide reasonable assurance that they will meet their objectives. Based upon that evaluation and the investigation, the Chief Executive Officer and Chief Financial Officer concluded that (a) as of December 28, 2003, the Company's disclosure controls and procedures were not effective to provide reasonable assurance that they would meet their objectives, and (b) taking into account the remedial measures implemented by the Company, as of November 1, 2004, notwithstanding the material weaknesses and reportable conditions summarized above, the Company's disclosure controls and procedures are effective to provide reasonable assurance that they will meet their objectives.

Item 9B.    Other Information.

Not Applicable.

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PART III

Item 10.    Directors and Executive Officers of the Registrant.

The following table sets forth certain information regarding our current directors and executive officers as of September 1, 2004.

Name				Age				Position
Gary M. Banks					53			Director
Charles E. Becker					56			Director
Marshall A. Cohen					69			Director
Cynthia L. Hess					47			Director
J. Michael Losh					58			Director
Richard A. Manoogian					67			Director
Wendy Beale Needham					52			Director
David A. Stockman					57			Director
Daniel P. Tredwell					45			Director
Samuel Valenti, III					57			Director
Timothy D. Leuliette					54			President and Chief Executive Officer and Chairman     of the Board of Directors
Jeffrey M. Stafeil					34			Executive Vice President and Chief Financial Officer
Thomas V. Chambers					60			President, Engine Group
Joseph Nowak					54			President, Chassis Group
Bruce Swift					49			President, Driveline Group
Karen A. Radtke					51			Vice President and Treasurer
Thomas A. Amato					41			Vice President, Corporate Development

Gary M. Banks.    Mr. Banks was elected as one of our directors in November 2000 and is a Senior Managing Director of Heartland. He served as a Director of Documentum, Inc., an enterprise content management company, from March 1998 to December 2003, and as Vice President and Chief Information Officer of Sithe Energies, an electricity generation trading company, from October 1999 to May 2000. From August 1998 to July 1999, he was Vice President and Chief Information Officer for Xerox Corporation, a manufacturing company. From June 1992 to July 1998, Mr. Banks served as a Director MIS for the agricultural division of Monsanto Inc., a life sciences company. Before joining Monsanto he spent 15 years with Bristol-Myers Squibb Company, a pharmaceutical company. Mr. Banks is a director of TriMas Corporation.

Charles E. Becker.    Mr. Becker was elected as one of our directors in May 2002 and was the Chief Executive Officer and co-owner of Becker Group, Inc., a global automotive interiors components supplier, for over 25 years. Mr. Becker is also the owner and Chairman of Becker Ventures, LLC, which was established in 1998 to invest in a variety of business ventures, including manufacturing, real estate and services industries. Mr. Becker is a director of TriMas Corporation.

Marshall A. Cohen.    Mr. Cohen was elected as one of our directors in November 2000. He is also a director of American International Group, Inc., Barrick Gold Corporation, The Toronto-Dominion Financial Group, The Goldfarb Corporation, Lafarge Corporation, Premor Inc., and Collins & Aikman. From November 1988 to September 1996, he was President and Chief Executive Officer and a director of The Molson Companies Limited. Mr. Cohen serves on the Advisory Boards of The Blackstone Group and Heartland.

Cynthia L. Hess.    Ms. Hess was elected as one of our directors in November 2000. She is the owner and Chief Executive Officer of Hess Group LLC. Prior to forming Hess Group in 2002, she was a Senior Managing Director of Heartland. She was formerly Vice President of Corporate Quality for DaimlerChrysler Corporation, where she led the corporate strategy for quality improvement and facilitated quality plan execution. In her 22 years with DaimlerChrysler, Ms. Hess held various engineering, manufacturing and procurement supply positions. Ms. Hess is a director of Collins & Aikman.

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J. Michael Losh.    Mr. Losh was elected as one of our directors in November 2000 and served as our Chairman of the Board from February 2001 to April 2002. He has served as the interim Chief Financial Officer of Cardinal Health Inc. since July 2004 and is a member of its Board of Directors. He was the Executive Vice President and Chief Financial Officer of General Motors Corporation from 1994 to 2000, and prior to that, Vice President and Group Executive of North American Vehicle Sales, Service and Marketing from 1992 to 1994. Mr. Losh is also a director of AMB Property Corporation, AON Corporation, H.B. Fuller Company, Masco Corporation, and TRW Automotive.

Richard A. Manoogian.    Mr. Manoogian has served as our Chairman of the Board and director since our formation in 1984 and served as Chief Executive Officer until January 1998. Mr. Manoogian stepped down as Chairman in connection with the recapitalization. He joined Masco in 1958, was elected Vice President and a director in 1964, President in 1968 and Chairman and Chief Executive Officer in 1985. He served as Chairman of the Board of TriMas from 1989 until we acquired it in January 1998. He is also: a director of Bank One Corporation, Ford Motor Company, Detroit Renaissance and The American Business Conference; Chairman Emeritus of the Detroit Institute of Arts Board of Directors; and a trustee of the Archives of American Art (Smithsonian Institution), The Fine Arts Committee of the State Department, the Council of the National Gallery of Art, the Armenian General Benevolent Union, the Detroit Investment Fund, The Henry Ford Museum, Greenfield Village, and the Detroit Economic Club.

Wendy Beale Needham.    Ms. Needham was the Managing Director of Global Automotive Research at Credit Suisse First Boston from 2000 until her retirement in 2003. She provided in-depth analysis of U.S.-based auto and auto parts manufacturers and coordinated the global automotive research effort. Prior to CSFB, Mrs. Needham was Principal, Automotive Research, at Donaldson, Lufkin and Jenrette from 1996 to 2000. Mrs. Needham is also a director of Genuine Parts Co.

David A. Stockman.    Mr. Stockman was elected as one of our directors in November 2000. He is a Senior Managing Director and the founder of Heartland, a buyout firm established in 1999, focused on industrial buyouts and buildups. Prior to founding Heartland, he was a senior managing director of The Blackstone Group L.P. and had been with Blackstone since 1988. Mr. Stockman currently serves as the President and Chief Executive Officer and Chairman of the Board of Collins & Aikman. He is also a director of TriMas Corporation and Springs Industries, Inc.

Daniel P. Tredwell.    Mr. Tredwell was elected as one of our directors in November 2000. Mr. Tredwell is a Senior Managing Director and one of the co-founders of Heartland. He has two decades of leveraged financing and private equity experience. Mr. Tredwell served as a Managing Director at Chase Securities Inc. until 2002, and had been with Chase Securities and its predecessors since 1985. Mr. Tredwell is a director of Collins & Aikman, TriMas Corporation, and Springs Industries, Inc.

Samuel Valenti, III.    Mr. Valenti was elected as one of our directors in November 2000 and is a Senior Managing Director of Heartland and Chairman of Valenti Capital LLC. He has been a director and President of Masco Capital Corporation since 1988. Mr. Valenti was formerly Vice President — Investments of Masco from May 1977 to October 1998. Mr. Valenti is a director of Collins & Aikman and Chairman of the Board of TriMas Corporation.

Timothy D. Leuliette.    Mr. Leuliette was elected as one of our directors in November 2000 and currently serves as our Chairman of the Board and President and Chief Executive Officer. Mr. Leuliette was elected chairman of the Board effective April 1, 2002 and became our President and Chief Executive Officer on January 1, 2001. He is a Senior Managing Director and one of the co-founders of Heartland. In 1996, Mr. Leuliette joined Penske Corporation as their President and Chief Operating Officer to address operational and strategic issues. From 1991 to 1996, he served as President and Chief Executive officer of ITT Automotive. He also serves on a number of corporate and charitable boards, including Collins & Aikman and TriMas Corporation, and served as a director of The Federal Reserve Bank of Chicago, Detroit Branch.

Jeffrey M. Stafeil.    Mr. Stafeil has served as our Executive Vice President and Chief Financial Officer since July 2003 and previously served as our Vice President and Corporate Controller from February 2001 to July 2003. Prior to joining us, he worked for Heartland Industrial Partners, L.P. from June 2000 to February 2001, where in addition to his role in the acquisitions of MascoTech, Simpson and

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GMTI, he led the effort to standardize the financial reporting across Metaldyne. From July 1998 until joining Heartland, he was a consultant with Booz, Allen & Hamilton.

Thomas V. Chambers.    Mr. Chambers has served as the President of our Engine Group since August 2004. Prior to joining us, he served as the President of Piston Automotive from January 2000 to December 2003. Prior to that, Mr. Chambers served as the Managing Director of Operations, Americas at GKN Driveline from November 1998 to December 2000. In addition, Mr. Chambers also served in a variety of positions at ITT Automotive and General Motors and has over 40 years of experience in all phases of product development and manufacturing.

Joseph Nowak.    Mr. Nowak has served as the President of our Chassis Group since November 2001. After joining MascoTech in 1991, he served as MascoTech's Vice President of Operations, President of Industrial Components, and President and General Manager Tubular Products. Mr. Nowak has over 25 years of manufacturing experience in automotive and industrial markets, and has held positions with Kelsey-Hayes/Varity and Ford Motor Company.

Bruce Swift.    Mr. Swift has served as the President of our Driveline Group since June 2003. Prior to joining us, he served as the Chief Executive Officer of Covisint, LLC from May 2002 to June 2003 and its Chairman of the Board until April 2004. From December 1992 to April 2002, he served in various capacities at Ford Motor Company, including Vice President for Ford Brands in Europe. Prior to joining Ford, he was employed with Honda of America, Inc. from June 1988 to December 1992. Mr. Swift is presently a director of Guilford Mills, Inc. and previously served as a director of Linamar Corporation.

Karen A. Radtke.    Ms. Radtke has served as our Vice President and Treasurer since August 2001. She previously served as Treasurer and Corporate Secretary for ASC Exterior Technologies from 1997 to 2001. Prior to that, she was Treasurer of Gelman Sciences, Inc. and Hayes Lemmerz International Inc.

Thomas A. Amato.    Mr. Amato has served as our Vice President, Corporate Development since September 2001. After joining Masco Corporation in May 1994 and being assigned to MascoTech as its Manager of Business Development, he transferred to MascoTech in 1996 and became its Director of Corporate Development. In May 2001, Mr. Amato became the Vice President, Corporate Development of TriMas Corporation, which at the time was our wholly owned subsidiary. He is responsible for all of our merger, acquisition, alliance, divestiture, and joint venture activities. Mr. Amato served on the board of directors of NC-M Chassis Systems, LLC, a joint venture between DaimlerChrysler and Metaldyne, and also served on the board of Innovative Coatings Technologies, LLC.

Audit Committee

The Board of Directors has a separately designated standing Audit Committee consisting of Messrs. Losh, Valenti and Tredwell. Mr. Losh has been determined by the Board to be an "audit committee financial expert" as that term is defined by the Securities and Exchange Commission. None of our Audit Committee members are "independent" as that term is defined by the New York Stock Exchange Corporate Governance Listing Standards.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities, to file initial reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission. Such officers, directors and 10% stockholders are also required by SEC rules to furnish us with copies of all forms they file pursuant to Section 16(a).

Based solely on our review of copies of such forms received by us, or written representations from certain reporting persons, we believe that, for 2003, all persons subject to the reporting requirements of Section 16(a) filed the required reports on a timely basis, except that Mr. Swift failed to timely file his initial ownership report and Messrs. Thanopoulos and Nowak each failed to timely report the incremental vesting, and election to take cash in lieu of, restricted stock.

Code of Ethics

We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions. A copy of the

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code of ethics is attached as an exhibit to this Annual Report on Form 10-K. Amendments to the code of ethics or any grant of a waiver from a provision of the code of ethics requiring disclosure under applicable SEC rules, if any, will be disclosed on our website at www.metaldyne.com.

Item 11.    Executive Compensation.

Summary Compensation Table

The following table provides certain summary information concerning compensation paid to, or accrued for, our Chief Executive Officer, each of our four other most highly compensated executive officers during fiscal 2003 who were serving as executive officers at the end of fiscal 2003, and a former executive officer who would have been one of our four other most highly compensated executive officers at the end of fiscal 2003 had he remained an executive officer at the end of fiscal 2003 (our "named executive officers"), for each of our last three completed fiscal years.

				Annual Compensation(1)												Long Term Compensation Awards
Name and Principal Position				Year				$ Salary				$ Bonus (2)				# Securities Underlying Options				$ Restricted Stock Awards (3)				$ All Other Compensation (4)
Timothy D. Leuliette					2003				1,500,000				1,250,000				—				—				214,040
President and Chief					2002				1,000,000				1,650,000				—				—				145,208
Executive Officer					2001				1,000,000				1,000,000				1,033,455				—				-0-
Jeffrey M. Stafeil (5)					2003				246,655				123,750				107,153				—				15,029
Executive Vice President					2002				—				—				—				—				—
and Chief Financial Officer					2001				—				—				—				—				—
Bruce Swift (6)					2003				242,308				320,000				153,075				—				10,990
President, Driveline Group					2002				—				—				—				—				—
					2001				—				—				—				—				—
Joseph Nowak (7)					2003				274,229				163,747				—					(3)			46,011
President, Chassis Group					2002				261,170				194,234				—					(3)			2,141
					2001				225,511				130,487				91,844					(3)			1,388
George Thanopoulos (8)					2003				329,101				197,108				—					(3)			73,749
Former President, Engine Group					2002				311,987				225,394				61,231					(3)			10,920
					2001				257,127				156,498				91,844					(3)			6,375
William M. Lowe, Jr. (9)					2003				214,230				204,055				—				—				344,480	(10)
Former Executive Vice					2002				330,750				246,362				—				—				28,126
President and Chief Financial Officer					2001				163,558				89,303				153,075				—				-0-

(1)	Officers may receive certain perquisites and personal benefits, the dollar amounts of which are below current SEC thresholds for reporting requirements

(2)	Each named executive officer is eligible for a performance bonus under our Annual Value Creation Plan ("AVCP"). Bonuses under the AVCP are paid in the year subsequent to which they are earned. This table reports bonuses in the year earned.

(3)

As of December 28, 2003, Messrs. Thanopoulos and Nowak held 7,727.50 and 5,960 shares of restricted common stock, respectively. These shares vested on January 14, 2004 and Messrs. Thanopoulos and Nowak had the option to receive cash, unrestricted common stock, or a combination of cash and unrestricted common stock, in exchange for their restricted stock. Messrs Thanopoulos and Nowak each elected to receive cash in the amount of $20.28 per share of restricted stock.

(4)	This column includes Metaldyne contributions and allocations under our qualified and nonqualified defined contribution retirement plans for the accounts of each of the named executive officers. Many of these contributions are subject to vesting requirements.

(5)	Mr. Stafeil has been our Executive Vice President and Chief Financial Officer since July 16, 2003.

(6)	Mr. Swift has been our President, Driveline Group since June 16, 2003.

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(7)	Mr. Nowak has been our President, Chassis Group since October 1, 2001.

(8)	Mr. Thanopoulos served as our President, Engine Group from October 1, 2001 through August 17, 2004.

(9)	Mr. Lowe served as our Executive Vice President and Chief Financial Officer from June 18, 2001 through July 15, 2003.

(10)	Includes $340,657 that Mr. Lowe received in fiscal 2003 pursuant to the terms of his separation agreement. See "Employment and Separation Agreements" below.

Option Grants in Last Fiscal Year

The following table shows options granted to the named executive officers during fiscal 2003.

Name				Number of Securities Underlying Options Granted				Percent of Total Options Granted to Employees in Fiscal Year				Exercise Price per Share				Expiration Date				Grant Date Present Value*
Timothy D. Leuliette					—				—				—				—				—
Jeffrey M. Stafeil					107,153				35	%		$	16.90				11/16/13				N/A
Bruce Swift					153,075				50	%		$	16.90				11/16/13				N/A
Joseph Nowak					—				—				—				—				—
George Thanopoulos					—				—				—				—				—
William M. Lowe, Jr.					—				—				—				—				—

*	The present value of the options as of their grant date is not presented as it is not meaningful in the context of our common stock being privately held.

Option Exercises and Year-End Option Values

The named executive officers did not exercise any stock options in fiscal 2003.

Pension Plans

Messrs. Thanopoulos and Nowak have accrued benefits under our defined benefit plans and have 18 and 11 years of credited service, respectively. As of December 31, 2002, benefit accruals under our plans were frozen and no further accruals can be earned by plan participants. For purposes of determining benefits payable, remuneration in general is equal to the average of the highest five consecutive January 1 annual base salary rates paid by us prior to retirement. Vesting occurs after five full years of employment. The approximate annual benefits payable upon retirement if Messrs. Thanopoulos and Nowak were to retire at age 65 are $37,778 and $22,869, respectively. Messrs. Leuliette, Stafeil, Swift and Lowe have not participated in any of our defined benefit plans.

Annual Value Creation Plan

Employees under the Annual Value Creation Plan ("AVCP") are selected for eligibility based upon their ability to significantly impact the Company's annual operating success. The AVCP provides an annual cash award opportunity, expressed as a percentage of base salary, and based upon the attainment of specified performance objectives. Estimated payouts for the AVCP are accrued quarterly and awards are paid within 90 days after the end of the fiscal year. Amounts paid pursuant to the AVCP in 2002 and 2003 to the named executive officers are included in the Summary Compensation Table above.

Compensation of Directors

Outside directors who are not affiliated with Heartland receive cash compensation of $50,000 per year for their service as members of the Board of Directors, and they are reimbursed for reasonable out-of-pocket expenses incurred in connection with their attendance at Board of Directors and committee meetings. In addition, outside directors not affiliated with Heartland are eligible to receive awards under our 2001 Long Term Equity Incentive Plan.

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Employment and Separation Agreements

Messrs. Leuliette, Stafeil, Swift, and Nowak are each parties to employment contracts with us. Mr. Leuliette's contract states that he serves as our Chief Executive Officer, Mr. Stafeil's contract states that he serves as our Executive Vice President and Chief Financial Officer, Mr. Swift's contract states that he serves as our Driveline Group President, and Mr. Nowak's contract states that he serves as our Chassis Group President. Each contract states that the employee shall devote his full business time and efforts to the performance of his duties and responsibilities. Each agreement provides for a specified annual fixed salary and a bonus based on our financial performance. Messrs. Stafeil's and Swift's agreements terminate on December 31, 2005, Messrs. Leuliette's and Nowak's agreements terminate on December 31, 2006, and each agreement is automatically renewable for successive one-year terms unless the Company or the executive provides 30 days advance written notice of non-renewal.

Each agreement provides the executive with certain benefits, including participation in the Metaldyne 2001 Long Term Equity Incentive Plan. Under each agreement, we may, without cause, and the executive may, for good reason, terminate the agreement. In such an event, Mr. Leuliette would be entitled to salary and bonus continuation payments for a period of 36 months, certain benefit continuation for a period of 18 months and a prorated bonus for the year of termination. In the event of non-renewal, the executive would not receive the foregoing severance payments unless he subsequently terminates his employment for good reason or is terminated without cause. Non-renewal of the agreement by us is not a termination without cause or a termination for cause. Under the contracts of Messrs. Stafeil, Swift and Nowak, the salary, bonus and benefit continuation in such events is 24 months, with a prorated bonus for the year of termination. Each agreement provides that we may terminate the executive for cause, and that the executive may voluntarily resign at any time without any severance obligations. "Cause" is defined in each of the agreements to include conviction of a felony, the willful and continued failure to follow instructions or neglect of duties. In the event of an involuntary termination or termination by the executive with good reason within three years following a change of control, a lump sum severance payment equal to three times base salary and target bonus with benefit continuation is provided. Such a payment may be further increased to cover taxes in the event it constitutes an excess parachute payment to the executive. Each of the employment contracts includes noncompetition, nonsolicitation and confidentiality covenants. The noncompetition period runs 2 years from termination of employment for any reason for Messrs. Leuliette, Swift and Nowak and six months for Mr. Stafeil.

Messrs. Thanopoulos and Lowe were parties to employment contracts with us. These contracts entitled them to receive, upon termination, salary, bonus and benefit continuation as well as a pro-rated bonus for the year of termination. In July 2003, we entered into a separation agreement with Mr. Lowe pursuant to which he received salary and bonus continuation for 24 months, a pro-rated bonus for fiscal year 2003, group benefit plan continuation for up to 24 months, outplacement services, continued participation in our executive car program for 6 months, and a lump sum payment in lieu of certain unvested non-qualified retirement benefits. In August 2004, we entered into a separation agreement with Mr. Thanopolous pursuant to which he received salary and bonus continuation for 24 months, a pro-rated bonus for fiscal year 2004, group benefit plan continuation for up to 24 months, outplacement services, continued participation in our executive car program for 6 months, and continued participation in our executive flex allowance plan for the remainder of the 2004 benefit year. Each of the separation agreements include a release of claims and an acknowledgement of the noncompetition, nonsolicitation and confidentiality covenants contained in Messrs Thanopoulos' and Lowe's original employment contracts.

Compensation Committee Interlocks and Insider Participation

During 2003, the Compensation Committee was composed of Marshall A. Cohen, J. Michael Losh, Richard A. Manoogian and David A. Stockman. None of Messrs. Cohen, Losh, Manoogian or Stockman is an employee of ours or is at present separately compensated for serving as one of our officers. Mr. Manoogian was formerly our President and Chief Executive Officer. Mr. Manoogian is the Chairman and Chief Executive Officer of Masco Corporation, which, along with us, is party to the Shareholders Agreement described under "Certain Relationships and Related Party Transactions." Mr. Stockman is the

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Senior Managing Partner of Heartland, which has entered into a Monitoring Agreement and has various other relationships with us. See "Certain Relationships and Related Party Transactions."

Item 12.	Security Ownership of Certain Beneficial Owners and Management.

The following table sets forth information with respect to the beneficial ownership of our common stock as of November 1, 2004 by:

•	each person known by us to beneficially own more than 5% of our common stock;

•	each of our directors;

•	each of our named executive officers; and

•	all of our directors and executive officers as a group.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the SEC rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or to direct the voting of the security, or investment power, which includes the power to dispose of or to direct the disposition of the security. Except as indicated in the footnotes to this table, we believe each beneficial owner named in the table below has sole voting and sole investment power with respect to all shares beneficially owned. There are significant provisions relating to voting and transfers of our common stock in the Shareholders Agreement described under "Certain Relationships and Related Transactions." As of November 1, 2004, we had 42,844,760 shares of common stock outstanding. The number of outstanding shares of common stock includes 48,797 shares of common stock that certain of our employees, including certain of the named executive officers, were entitled to receive upon vesting of restricted stock units obtained pursuant to an option exchange program that was completed in July 2004. Certain of these shares have not yet been received by such employees as a result of voluntary elections to defer receipt.

Beneficial Owner				Shares of Common Stock				Percent of Class
Heartland Industrial Associates, L.L.C., 55 Railroad Avenue, Greenwich, Connecticut 06830(l) (2)					19,121,564				44.6	%
Credit Suisse First Boston Equity Partners, L.P., 11 Madison Avenue, New York, New York 10010(3)					10,532,545				24.6	%
Masco Corporation, 21001 Van Born Road, Taylor, Michigan 48180					2,492,248				5.8	%
Gary M. Banks (2)					—				—
Charles E. Becker (4)					—				—
Marshall Cohen					—				—
Cynthia L. Hess (2)					—				—
Timothy D. Leuliette (2) (5)					25,836					*
J. Michael Losh					—				—
William M. Lowe, Jr. (5)					—				—
Richard A. Manoogian (6)					1,498,975				3.5	%
Wendy Needham					—				—
Joseph Nowak (5)					7,403					*
Jeffrey M. Stafeil (2)(5)(7)					—				—
David A. Stockman (2)					—				—
Bruce Swift (5)					3,827					*
George Thanopoulos (5)					8,464.5					*
Daniel P. Tredwell (2)					—				—
Samuel Valenti III (2)					—				—
All executive officers and directors as a group (17 persons) (8)					1,540,266.75				3.6	%

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	* Less than 1%.

(1)

The 19,121,564 shares of common stock are beneficially owned indirectly by Heartland Industrial Associates, L.L.C. ("Heartland LLC") as the general partner of each of the limited partnerships which hold shares of common stock directly. These partnerships hold shares of common stock as follows: 18,341,455 shares are held by Heartland Industrial Partners, L.P. ("Heartland"); 231,675 shares are held by Heartland Industrial Partners (FF), L.P.; 323,050 shares are held by Heartland Industrial Partners (E1), L.P; 150,256 shares are held by Heartland Industrial Partners (K1), L.P.; and 75,128 shares are held by Heartland Industrial Partners (C1), L.P. In addition, by reason of the Shareholders Agreement summarized under "Certain Relationships and Related Transactions," Heartland LLC may be deemed to share beneficial ownership of shares of common stock held by other stockholders party to the Shareholders Agreement. Such beneficial ownership is disclaimed.

(2)

As described in footnote 1 above, 19,121,564 shares are beneficially owned by Heartland LLC. Mr. Stockman is the Managing Member of Heartland LLC, but disclaims beneficial ownership of such shares. Messrs. Banks, Leuliette, Tredwell and Valenti and Ms. Hess are also members of Heartland LLC and also disclaim beneficial ownership of these shares. The business address for each such person is 55 Railroad Avenue, Greenwich, CT 06830.

(3)

Of the 10,532,545 shares of common stock beneficially owned by CSFB, 7,402,831 shares are held directly by CSFB; 2,069,282 shares are held by Credit Suisse First Boston Equity Partners (Bermuda), L.P; 6,610 shares are held by Credit Suisse First Boston U.S. Executive Advisors, L.P.; 533,168 shares are held by EMA Partners Fund 2000, L.P.; 343,139 shares are held by EMA Private Equity Fund 2000, L.P.; and 177,515 shares are held by certain CSFB employee funds. In addition, by reason of the Shareholders Agreement summarized under "Certain Relationships and Related Transactions," CSFB may be deemed to share beneficial ownership of shares of common stock held by other stockholders party to the Shareholders Agreement. Such beneficial ownership is disclaimed. Affiliated funds of CSFB are limited partners of Heartland and disclaim beneficial ownership of all shares held by Heartland.

(4)	Mr. Becker is a limited partner of Heartland and disclaims beneficial ownership of all shares held by Heartland.

(5)	Does not include option grants under our stock option plan. Such options are subject to vesting provisions and are not presently exercisable. Vested options will be exercisable following an initial public offering of our common stock and under certain circumstances, such as a change of control, vesting of options and exercisability may accelerate.

(6)

Includes 661,260 shares owned by The Richard and Jane Manoogian Foundation, for which Mr. Manoogian serves as a director. He shares voting and investment power with respect to the securities owned by the foundation, but Mr. Manoogian disclaims beneficial ownership of such securities. Mr. Manoogian is also Chairman of the Board of Masco as well as its Chief Executive Officer. None of the shares beneficially owned by Mr. Manoogian are attributed to or reported as beneficially owned by Masco.

(7)	Mr. Stafeil is a member of Heartland Additional Commitment Fund, LLC, which is a limited partner of Heartland Industrial Partners, L.P. He disclaims beneficial ownership of all shares held by Heartland

(8)	This total includes shares of common stock, and excludes options, as described in footnotes (1) - (7).

Equity Compensation Plan Information

The following table summarizes information, as of December 28, 2003, with respect to shares of our common stock that may be issued under our existing equity compensation plans.

Plan Category				Number of securities to be issued upon exercise of outstanding options, warrants and rights Column A				Weighted-average exercise price of outstanding options, warrants and rights Column B				Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in Column A) Column C
Equity compensation plans approved by security holders (1)					2,661,150			$	16.90				2,298,850

(1)	Represents shares of common stock issuable upon exercise of options granted under the 2001 Long Term Equity Incentive Plan.

Item 13.    Certain Relationships and Related Transactions.

Metaldyne Shareholders Agreement

In connection with the November 2000 acquisition, Heartland, CSFB Private Equity, Masco Corporation, Richard Manoogian, their various affiliates and certain other stockholders of Metaldyne Corporation are parties to a Shareholders Agreement regarding their ownership of our common stock. References to a shareholder below refer only to those that are party to the Shareholders Agreement. References to Heartland and CSFB Private Equity refer to all of their respective affiliated entities collectively, unless otherwise noted. Owners of an aggregate of approximately 94% of our outstanding common stock are party to the Shareholders Agreement.

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Election of Directors.    The Shareholders Agreement provides that the parties will vote their shares of common stock in order to cause:

(1) An amendment to our Bylaws to provide that the authorized number of directors on our board of directors shall be as recommended by Heartland in its sole discretion.

(2) The election to the board of directors of:

•	Such number of directors as shall constitute a majority of the board of directors as designated by Heartland Industrial Partners, L.P.;

•	One director designated by Masco; and

•	One director designated by CSFB Private Equity after consultation with Heartland.

Masco's ability to designate one director to the board of directors will terminate when it ceases to own a majority of the shares of common stock held by it as of the closing of the recapitalization, subject to certain exceptions. CSFB Private Equity's ability to designate one director to the board of directors will terminate when it ceases to own a majority of the shares of common stock held by it as of the closing of the November 2000 acquisition.

Transfers of Common Stock.    Prior to the date we have consummated a public offering of our common stock of at least $100 million (a "Qualifying Public Equity Offering"), the Shareholders Agreement restricts transfers of common stock except for transfers: (1) to a permitted transferee of a stockholder, (2) pursuant to the "right of first offer" provision discussed below, (3) pursuant to the "tag-along" provision discussed below, (4) pursuant to the "drag-along" provision discussed below and (5) pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act.

Right of First Offer.    The Shareholders Agreement provides that prior to a Qualifying Public Equity Offering, no stockholder party to the agreement may transfer any of its shares other than to a permitted transferee of such stockholder or pursuant to the "tag-along" and "drag-along" provisions unless such stockholder shall offer such shares to us. We shall have the option for 15 business days to purchase such shares. If we decline to purchase the shares, then Heartland shall have the right to purchase such shares for an additional 10 business day period. Any shares not purchased by us or Heartland can be sold by such stockholder party to the agreement at a price not less than 90% of the price offered to us or Heartland.

Tag-Along Rights.    The Shareholders Agreement grants to the stockholders party to the agreement, subject to certain exceptions, in connection with a proposed transfer of common stock by Heartland or its affiliates, the right to require the proposed transferee to purchase a proportionate percentage of the shares owned by the other stockholders at the same price and upon the same economic terms as are being offered to Heartland. These rights terminate upon a Qualifying Public Equity Offering.

Drag-Along Rights.    The Shareholders Agreement provides that when Heartland and its affiliates enter into a transaction resulting in a substantial change of control of Metaldyne, Heartland has the right to require the other stockholders to sell a proportionate percentage of shares of common stock in such transaction as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control. These rights terminate upon a Qualifying Public Equity Offering.

Information.    Pursuant to the Shareholders Agreement, each stockholder party to the agreement is entitled to receive our quarterly and annual financial statements. In addition, such stockholders who maintain 25% of their original equity investment in us will be entitled to receive, prior to a Qualifying Public Equity Offering, certain monthly financial information and certain other information as they may reasonably request and will have the opportunity to meet with our senior management on an annual basis and quarterly with our senior management.

Observer Rights.    Our shareholders, who are also investors ("HIP Co-Investors") in one of Heartland's funds and have invested at least $40 million in our common stock or own at least 10% of our outstanding common stock, have the right to attend all meetings of the board of directors, including committees thereof, solely in a non-voting observer capacity. These rights terminate upon a Qualifying Public Equity Offering.

Preemptive Rights.    Subject to certain exceptions, the Shareholders Agreement provides that if we issue, sell or grant rights to acquire for cash any shares of common stock or options, warrants or similar

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instrument or any other security convertible or exchangeable therefore ("Equity Interests"), or any equity security linked to or offered or sold in connection with any of our Equity Interests, then we will be obligated to offer certain stockholders or Heartland the right to purchase at the sale price and on the same terms and conditions of the sale such amount of shares of common stock or such other Equity Security as would be necessary for such stockholders or Heartland to maintain its then current beneficial ownership interest in us. These rights terminate upon a Qualifying Public Equity Offering by us.

Affiliate Transactions.    Subject to certain exceptions, the Shareholders Agreement provides that Heartland and its affiliates will not enter into transactions with us or our subsidiaries involving consideration in excess of $1 million without the approval of Masco Corporation and the HIP Co-Investors.

Registration Rights.    The Shareholders Agreement provides the stockholders party to the agreement with unlimited "piggy-back" rights each time we file a registration statement except for registrations relating to (1) shares underlying management options and (2) an initial public offering consisting of primary shares. In addition, on the earlier of (1) five years after the closing of the recapitalization or (2) an initial public offering of Metaldyne, Heartland, CSFB Private Equity, Masco Corporation and Richard Manoogian have the ability to demand the registration of their shares, subject to various hold back and other agreements. The Shareholders Agreement grants two demand registrations to Masco Corporation, one demand registration to Richard Manoogian, three demand registrations to CSFB Private Equity and an unlimited number of demands to Heartland.

Approval and Consultation Rights.    The Shareholders Agreement provides that prior to a Qualifying Public Equity Offering we will consult with CSFB Private Equity in respect to any issues that in our good faith judgment are material to our business and operations. In addition, prior to a Qualifying Public Equity Offering, CSFB Private Equity will have the right to approve:

•	Certain acquisitions by us;

•	The selection of a chief executive officer;

•	Certain debt restructurings; and

•	Any liquidation or dissolution of us.

Monitoring Agreement

We and Heartland are parties to a Monitoring Agreement pursuant to which Heartland is engaged to provide consulting services to us with respect to financial and operational matters. Heartland received a fee of $4 million for such services in 2003. Pursuant to the terms of the Monitoring Agreement, Heartland is entitled to receive a fee for such services equal to the greater of (1) $4 million or (2) 0.25% of our total assets. In addition to providing ongoing consulting services, Heartland has also agreed to assist in acquisitions, divestitures and financings, for which Heartland will receive a fee equal to 1% of the value of such transaction. The Monitoring Agreement also provides that Heartland will be reimbursed for its reasonable out-of-pocket expenses.

TriMas Stock Purchase Agreement

The following is a summary of certain terms of the stock purchase agreement among Heartland, TriMas and us relating to the TriMas divestiture which we closed on June 6, 2002.

Consideration.     We consummated a stock purchase agreement with Heartland under which Heartland and other investors invested approximately $265 million to acquire approximately 66% of the fully diluted common stock of our subsidiary, TriMas. As a result of the investment and other transactions described below, we received $840 million in the form of cash, retirement of debt TriMas owed to us or which was owed by TriMas under our credit agreement and the repurchase of TriMas-originated receivables balances under our receivables facility. We retained shares of TriMas common stock valued at $120 million. In addition, we received warrants to purchase additional shares of TriMas' common stock valued at $15 million. The common stock and warrants were valued based upon the cash equity

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investment being made by Heartland and the other investors. In addition, on April 2, 2003, TriMas repurchased 1 million shares of its common stock from us at $20 per share, the same price as it was valued on June 6, 2002. Heartland owns approximately 61% and we own approximately 28% (after giving effect to the Metaldyne warrant).

Employee Matters.    Pursuant to the stock purchase agreement, each outstanding option to purchase our common stock which has not vested and which is held by transferred employees was canceled on the closing date. Each option held by certain present and former employees which has vested on or prior to the closing date was replaced by options to purchase common stock of TriMas, with appropriate adjustments. In addition, TriMas agreed to reimburse us for (i) cash actually paid in redemption of certain restricted shares held by certain employees under restricted stock awards and (ii) 42.01% of the amount of cash actually paid to certain other employees by us in redemption of restricted stock awards held by such employees. TriMas also had certain other obligations to reimburse us for the allocated portion of its current and former employee related benefit responsibilities.

Representation and Warranties.    Pursuant to the stock purchase agreement, we and Heartland made a number of representations and warrants as to, among other things, due incorporation and good standing and corporate authority to enter into the contemplated transactions, absence of conflicts, required consents, filings with governmental entities, capitalization, ownership of subsidiaries, financial statements, absence of certain changes, absence of undisclosed material liabilities, compliance with laws and court orders, absence of pending litigation, finder's fees, timely filing of material tax returns, employee benefit plans and the receipt of commitment letters and other financing matters. The representations and warranties in the stock purchase agreement did not survive the closing date.

Principal Covenants.    The stock purchase agreement contains customary covenants for an agreement of this type, including, without limitation, the conduct of the TriMas business prior to the closing; access to information; employee benefit plans; repayments of debt; public announcements; confidentiality; and tax matters.

Intercompany Agreements and Guarantees.    Subject to limited exceptions for ordinary course agreements, all agreements between us or our subsidiaries, on the one hand, and TriMas and any of its subsidiaries, on the other hand, remaining in place as of the closing date were canceled or terminated on the closing date. Prior to and after the closing date, we and TriMas have mutually agreed to provide for or arrange for the provision of the same benefits each currently receives under certain contracts that they have with third parties. The defined benefit plans maintained by us in which the TriMas employees participate (other than the MascoTech, Inc. Union Employees Pension Plan) was curtailed and frozen at closing with respect to the TriMas employees and we retained all assets and liabilities of the plans and the assets and liabilities of all 401(k) plans and other defined contribution and other non-ERISA retirement plans relating to TriMas employees and the TriMas units were assumed by TriMas as of closing (with a transitional period to effect the assumption).

Tax Matters.    Subject to limited exceptions, the provisions of the agreement relating to taxes provide that all consolidated tax benefits and detriments (including refunds and unpaid amounts) that may derive from periods prior to the closing will remain with us and all unconsolidated state tax benefits and detriments (including refunds and unpaid amounts) of a TriMas subsidiary will remain with that TriMas subsidiary.

Indemnification.    Subject to certain limited exceptions, we, on the one hand, and TriMas, on the other hand, retained the liabilities associated with their respective businesses. Accordingly, TriMas will indemnify us and hold us harmless from all liabilities associated with TriMas and its subsidiaries and their respective operations and assets, whenever conducted, and we will indemnify and hold harmless Heartland and TriMas from all liabilities associated with us and our subsidiaries (excluding TriMas and the other acquired TriMas entities) and their respective operations and assets, whenever conducted. In addition, we and TriMas have each agreed to indemnify one another for their allocated share of (57.99% in our case and 42.01% in the case of TriMas) of liabilities not readily associated with either business, or otherwise addressed including certain costs related to the November 2000 acquisition. There are also

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indemnification provisions relating to certain other matters intended to effectuate other provisions of the agreement. These indemnification provisions will survive indefinitely and will be subject to a $50,000 deductible.

Corporate Services Agreement

We and TriMas were party to a service agreement pursuant to which we provided TriMas use of our management information systems, legal, tax, accounting, human resources and other support services in return for payment of an annual fee of $2.5 million, payable in equal quarterly installments of $625,000 for the term of the agreement. The annual fee amount represents what we believe TriMas would have paid an unaffiliated third party for such services. Effective January 1, 2004, we entered into a new agreement that replaced the prior agreement with TriMas whereby TriMas will reimburse us for certain software licensing fees and other general corporate services for a fee of approximately $0.4 million in 2004.

TriMas Sales Transactions

During 2003, we purchased fastener products from TriMas in the amount of approximately $0.4 million. These products are used primarily in our chassis-related business, and all prices were negotiated at competitive, arms' length terms.

TriMas Shareholders Agreement

Heartland, we and other investors are parties to a shareholders agreement regarding ownership of TriMas common stock. References to Heartland refer to all of its affiliated entities collectively, unless otherwise noted. The agreement contains certain other covenants for the benefit of the shareholders parties thereto.

Election of Directors.    The TriMas Shareholders Agreement provides that the parties will vote their shares of common stock in order to cause (1) the election to the board of directors of such number of directors as shall constitute a majority of the board of directors as designated by Heartland; and (2) the election to the board of directors of up to two directors designated by us.

Transfers of Common Stock.    Prior to the date TriMas consummates a Qualifying Public Equity Offering, the TriMas Shareholders Agreement restricts transfers of common stock other than (1) to the permitted transferee of a stockholder, (2) pursuant to the "right of first offer" provision discussed below, (3) pursuant to the "tag-along" provision discussed below, (4) pursuant to the "drag-along" provision discussed below and (5) pursuant to an effective registration statement or pursuant to Rule 144 under the Securities Act.

Right of First Offer.    The TriMas Shareholders Agreement provides that, prior to a qualifying public equity offering, no stockholder party to the Agreement may transfer any of its shares other than to a permitted transferee of such stockholder or pursuant to the "tag-along" and "drag-along" provisions unless such stockholder shall offer such shares to TriMas. If TriMas declines to purchase the shares, then Heartland shall have the right to purchase such shares. Any shares not purchased by TriMas or Heartland can be sold by such stockholder party to the agreement at a price not less than 90% of the price offered to TriMas or Heartland.

Tag-Along Rights.    The TriMas Shareholders Agreement will grant to the stockholders party to the agreement, subject to certain exceptions, in connection with a proposed transfer of common stock by Heartland or its affiliates, the right to require the proposed transferee to purchase a proportionate percentage of the shares owned by the other stockholders at the same price and upon the same economic terms as are being offered to Heartland. These rights terminate upon a Qualifying Public Equity Offering.

Drag-Along Rights.    The TriMas Shareholders Agreement will provide that when Heartland and its affiliates enter into a transaction resulting in a substantial change of control of TriMas, Heartland has the right to require the other stockholders to sell a proportionate percentage of shares of common stock in such transaction as Heartland is selling and to otherwise vote in favor of the transactions effecting such substantial change of control. These rights terminate upon a Qualifying Public Equity Offering.

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Registration Rights.    The TriMas Shareholders Agreement provides the stockholders party to the Agreement with unlimited "piggy-back" rights each time TriMas files a registration statement except for registrations relating to (1) shares underlying management options and (2) an initial public offering consisting of primary shares. In addition, following an initial public offering, Heartland and we have the ability to demand the registration of their shares, subject to various hold back, priority and other agreements. The TriMas Shareholders Agreement grants three demand registrations to us and an unlimited number of demands to Heartland.

Information.    Pursuant to the TriMas Shareholders Agreement, we are entitled to receive certain periodic, quarterly and annual financial statements.

Preemptive Rights.    Subject to certain exceptions, the TriMas Shareholders Agreement provides that if TriMas issues, sells or grants rights to acquire for cash any shares of common stock or options, warrants or similar instruments or any other security convertible or exchangeable therefore ("Equity Interests"), or any equity security linked to or offered or sold in connection with any of TriMas' Equity Interests, then TriMas will be obligated to offer us and certain other stockholders the right to purchase at the sale price such amount of shares of common stock or such other Equity Interests as would be necessary for us and such other stockholders to maintain its then current beneficial ownership interest in TriMas. These rights terminate upon an initial public offering and we may not have the necessary capital to pursue these rights.

Affiliate Transactions.    Subject to certain exceptions, the TriMas Shareholders Agreement provides that Heartland and its affiliates will not enter into transactions with TriMas or any of its subsidiaries involving consideration in excess of $1 million without certain approvals.

Livonia Fittings Sale to TriMas

On May 9, 2003, we sold our specialized fittings business to TriMas for approximately $22.6 million in cash and, in connection therewith we subleased our Livonia, Michigan facility to TriMas. The fittings business was a non-core asset that was part of our automotive chassis division and serves both automotive and industrial customers. Since it had never been part of TriMas, it was not subject to the TriMas divestiture in June 2002. Its products include specialty tub nuts, fittings, spacers and locking nut systems. The Livonia, Michigan facility is subject to a lease for which we will remain responsible but the sublease payments from TriMas are intended to be sufficient to satisfy our obligations under the lease. As of March 30, 2003, the net present value of our obligations under the lease for which we remain liable to the extent not paid by TriMas was approximately $1.3 million. The acquisition was structured as an asset purchase pursuant to which TriMas acquired substantially all of the assets and liabilities of the specialized fittings business whether arising prior to or after the date of acquisition other than the accounts payable and accounts receivable attributable to our operation of the business that arose prior to May 5, 2003. Additionally, TriMas assumed the assets and liabilities under our employee benefit plans with the respect to the employees and former employees of our specialized fittings business. Subject to certain exceptions, the acquisition agreement provides that we will indemnify TriMas for any liabilities that it faces as a result of the acquisition that are related to any of our lines of business other than the specialized fittings business and that TriMas will indemnify us for any liabilities that we may have as a result of our historical operations of the specialized fittings business. The fittings business had 2002 net sales and EBITDA of $16.7 million and $3.7 million, respectively. The proceeds from the sale were used to reduce revolving credit borrowings, to reduce receivables balances and for general corporate purposes. We received a fairness opinion in connection with the foregoing disposition to TriMas since it was an affiliate transaction.

Relationships with Heartland

Heartland Industrial Partners, L.P. is a private equity firm established in 1999 for the purpose of acquiring and expanding industrial companies operating in various sectors of the North American economy that are well positioned for global consolidation and growth. The managing general partner of Heartland is Heartland Industrial Associates, L.L.C. One of our officers and certain of our directors are members of the general partner, specifically Messrs. Banks, Leuliette, Tredwell, Stockman and Valenti and Ms. Hess. In addition one of our directors, Mr. Becker is a limited partner in Heartland with interests representing less than 5% of the commitments in Heartland and one of our executive officers, Mr. Stafeil,

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is a member of a limited liability company that owns a limited partnership interest in Heartland. Heartland has informed us that its limited partners include many financial institutions, private and government employee pension funds and corporations. We may, in the ordinary course of business, have on a normal, customary and arms' length basis, relationships with certain of Heartland's limited partners, including banking, insurance and other relationships. Heartland and its affiliates are able to control the Company's affairs in all cases, except for certain actions specified in a stockholders agreement among Heartland, Credit Suisse First Boston Equity Partners, L.P. (including affiliated funds, "CSFB Private Equity") and certain other investors. Under this stockholders agreement, specified actions require the approval of representatives of CSFB Private Equity, until such time as the Company consummates a public common stock offering with specified terms.

Consulting Relationship with Losh

We are party to a consulting arrangement with Mr. Losh, who is one of our directors. Pursuant to the terms of the arrangement, Mr. Losh devotes an average of one day a week to various Metaldyne assignments that are developed in consultation with Mr. Leuliette. Mr. Losh received a fee of $275,000 for such services in 2003. We and Mr. Losh have agreed to suspend performance of the consulting relationship for as long as Mr. Losh continues to serve as interim Chief Financial Officer of Cardinal Health Inc.

Item 14.    Principal Accounting Fees and Services.

Principal accounting fees and services are comprised of the following for the years ended December 28, 2003 and December 29, 2002 (as restated). 2003 accounting fees and services relate to KPMG LLP's services to the Company. 2002 accounting fees and services relate to PricewaterhouseCooper LLP's services to the Company.

				(In thousands)
				2003				2002
Audit fees (includes expenses) billed (or billable)				$	3,010			$	950
Financial information systems design and implementation fees					—				—
All other fees					260				5,740
Total accounting fees and services				$	3,270			$	6,690

All other fees include audit related services, including acquisition and disposition audits and services related to SEC filings; statutory audits; tax services; audits of employee benefit plans; permissible recruitment services for certain subsidiaries and other services.

Included in the 2003 audit fees billed or billable to us includes $2.2 million of fees associated with the investigation and related restatement.

The Audit Committee considered whether the provision of services described above under "All Other Fees" is compatible with maintaining KPMG's independence. The Audit Committee also considered whether the provision of services described above under "All Other Fees" is compatible with maintaining PricewaterhouseCoopers' independence.

123

PART IV

Item 15.	Exhibits, Financial Statement Schedule.

(A)    Listing of Documents.

(1)	Financial Statements.    The Company's Consolidated Financial Statements included in Item 8 hereof, as required at December 28, 2003 and December 29, 2002, and for the periods ended December 28, 2003, December 29, 2002 and December 31, 2001, consist of the following:

Consolidated Balance Sheet

Consolidated Statement of Income

Consolidated Statement of Cash Flows

Consolidated Statement of Shareholders' Equity

Notes to Consolidated Financial Statements

(2)   Financial Statement Schedule.

Financial Statement Schedule of the Company appended hereto, as required for the periods ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated), consist of the following:

Valuation and Qualifying Accounts

(3)   Exhibits.

Exhibit Number				Description of Exhibit
2.1				Recapitalization Agreement, dated as of August 1, 2000, between MascoTech, Inc. (now known as Metaldyne Corporation) and Riverside Company LLC (including Amendment No. 1 to the Recapitalization Agreement dated October 23, 2000 and Amendment No. 2 to the Recapitalization Agreement dated November 28, 2000) (Incorporated by reference to Exhibit 2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
3.1				Restated Certificate of Incorporation of MascoTech, Inc. (Incorporated by reference to Exhibit 3.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
3.2				Bylaws of Metaldyne Corporation, as amended (Incorporated by reference to Exhibit 3.2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
3.3				Certificate of Designation of Series A-1 Preferred Stock and Series A-2 Preferred Stock (Incorporated by reference to Exhibit 10.5 to Metaldyne Corporation's Current Report on Form 8-K filed December 11, 2002).
4.1				Shareholders Agreement, dated as of November 28, 2000, by and among MascoTech, Inc., Masco Corporation, Richard Manoogian, certain of their respective affiliates and other co-investors party thereto (Incorporated by reference to Exhibit 10.20 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
4.2				Indenture relating to the 11% Senior Subordinated Notes due 2012, dated as of June 20, 2002, by and among Metaldyne Corporation, each of the Guarantors named therein, and The Bank of New York as Trustee (Incorporated by reference to Exhibit 4.1 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.3				Form of note relating to the 11% Senior Subordinated Notes due 2012 (Incorporated by reference to Exhibit 4.2 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).

124

Exhibit Number				Description of Exhibit
4.4				Registration Rights Agreement relating to the notes, dated as of June 20, 2002, by and among Metaldyne Corporation and the parties named therein. (Incorporated by reference to Exhibit 4.3 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.5				Indenture relating to the 10% Senior Subordinated Notes due 2013, dated as of December 31, 2003, by and among Metaldyne Corporation, the Guarantors named therein and the Trustee (as defined therein) (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
4.6				Form of note relating to the 10% Senior Subordinated Notes due 2013 (included in Exhibit 4.5).
4.7				Registration Rights Agreement, dated as of December 31, 2003, by and among Metaldyne Corporation, each of the Guarantors named therein, and DaimlerChrysler Corporation (Incorporated by reference to Exhibit 10.4 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
4.8				Indenture relating to the 10% Senior Notes due 2013, dated as of October 27, 2003, by and among Metaldyne Corporation, each of the Guarantors named therein, and The Bank of New York as Trustee.
4.9				Form of note relating to the 10% Senior Notes due 2013 (included in Exhibit 4.8).
4.10				Registration Rights Agreement relating to the Senior Notes due 2013, dated as of October 27, 2003, by and among Metaldyne Corporation and the other parties named therein.
10.1				Assumption and Indemnification Agreement, dated as of May 1, 1984, between Masco Corporation and Masco Industries, Inc. (now known as Metaldyne Corporation) (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.2				Credit Agreement, dated as of November 28, 2000, as amended and restated as of June 20, 2002, by and among Metaldyne Corporation, Metaldyne Company, the foreign subsidiary borrowers party thereto, the lenders party thereto and JP Morgan Chase Bank, as administrative agent and collateral agent (the "Amended and Restated Credit Agreement") ( Incorporated by reference to Exhibit 10 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 30, 2002).
10.2.1				Amendment No. 1 and Agreement to the Amended and Restated Credit Agreement dated July 15, 2003 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Report on Form 10-Q for the period ended June 29, 2003).
10.2.2				Waiver And Agreement to the Amended and Restated Credit Agreement, dated as of April 1, 2004 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.2.3				Waiver and Amendment No. 2 to the Amended and Restate Credit Agreement, dated as of May 26, 2004. (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.2.4				Waiver and Amendment No. 3 to the Amended and Restate Credit Agreement, dated as of September 29, 2004. (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed October 1, 2004).
10.3				Receivables Purchase Agreement dated as of November 28, 2000 among MascoTech, Inc. the Sellers named therein and MTSPC, Inc., as Purchaser (Incorporated by reference to Exhibit 10.2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
10.4				Receivables Transfer Agreement dated as of November 28, 2000 by and among MTSPC, Inc., MascoTech, Inc. , The Chase Manhattan Bank, and the other parties named therein (Incorporated by reference to Exhibit 10.3 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).

125

Exhibit Number				Description of Exhibit
10.4.1				Amendment No. 1 to Receivables Transfer Agreement dated as of December 15, 2000 (Incorporated by reference to Exhibit 10.4 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.4.2				Amendment 2 to the Receivables Transfer Agreement dated as of March 23, 2001 (Incorporated by reference to Exhibit 10.21 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.3				Amendment 3 to the Receivables Transfer Agreement dated as of June 22, 2001 (Incorporated by reference to Exhibit 10.22 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.4				Amendment 4 to the Receivables Transfer Agreement dated as of October 18, 2001 (Incorporated by reference to Exhibit 10.23 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.5				Waiver And Agreement to the Receivables Transfer Agreement, dated as of April 1, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.4.6				Waiver And Agreement to the Receivables Transfer Agreement, dated as of May 26, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed May 28, 2004).
10.4.7				Waiver And Agreement to the Receivables Transfer Agreement, dated as of September 29, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed October 1, 2004).
10.5				Master Lease Agreement, dated as of December 21, 2000, between General Electric Capital Corporation and Simpson Industries, Inc (Incorporated by reference to Exhibit 10.7 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.6				Metaldyne Corporation 2001 Long Term Incentive and Share Award Plan (Incorporated by reference to Exhibit 4.1 to Metaldyne Corporation's Registration Statement of Form S-8 filed April 15, 2002).
10.7				MascoTech, Inc. Supplemental Executive Retirement and Disability Plan (Incorporated by reference to Exhibit 10.n to MascoTech, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999).
10.8				Description of the MascoTech, Inc. program for Estate, Financial Planning and Tax Assistance (Incorporated by reference to Exhibit 10.x to MascoTech, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997).
10.9				Description of the Metaldyne Annual Value Creation Plan
10.10				Description of the Metaldyne Executive Retirement Plan
10.11				Metaldyne Corporation Voluntary Stock Option Exchange Program Offer Summary
10.12				Joint Venture Formation Agreement, dated as of December 8, 2002, by and among NC-M Chassis Systems, LLC, DaimlerChrysler Corporation and Metaldyne Corporation (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed December 11, 2002).
10.13				Investor Rights Agreement, dated as of December 31, 2003, by and among Metaldyne Corporation and DaimlerChrysler Corporation (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
10.14				Asset Purchase Agreement, dated as of May 9, 2003, by and among TriMas Corporation, Metaldyne Corporation and Metaldyne Company LLC (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 29, 2003).
10.15				Fittings Facility Sublease, dated May 9, 2003, by and between Metaldyne Company LLC and Fittings Products Co., LLC (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Report Quarterly on Form 10-Q for the period ended June 29, 2003).

126

Exhibit Number				Description of Exhibit
10.16				Employment Agreement between Metaldyne Corporation and Timothy Leuliette (as amended)
10.17				Employment Agreement between Metaldyne Corporation and Jeffrey M. Stafeil (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended September 28, 2003.)
10.17.1				Amendment to Employment Agreement between Metaldyne Corporation and Jeffrey M. Stafeil
10.18				Employment Agreement between Metaldyne Corporation and Bruce Swift (as amended)
10.19				Employment Agreement between Metaldyne Corporation and Joseph Nowak (as amended)
10.20				Employment Agreement between Metaldyne Corporation and George Thanopolous
10.21				Employment Agreement between Metaldyne Corporation and William M. Lowe, Jr. (Incorporated by reference to Exhibit 10.19 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 13, 2004).
10.23				Release Agreement between Metaldyne Corporation and William M. Lowe, Jr. (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Report on Form 10-Q for the period ended September 28, 2003).
10.24				Release Agreement between Metaldyne Corporation and George Thanopolous.
10.25				Change of Control Agreement, dated August 11, 2004, between Metaldyne Corporation and Thomas Chambers.
12.1				Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
14.1				Code of Ethics
21.1				Subsidiaries of Metaldyne Corporation.
23.1				Consent of PricewaterhouseCoopers LLP.
23.2				Consent of KPMG LLP.
31.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

127

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Metaldyne Corporation

By:   /s/    Jeffrey M. Stafeil

Jeffrey M. Stafeil
Executive Vice President and Chief Financial Officer
(Chief Accounting Officer and Authorized Signatory)
November 10, 2004

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature		Title		Date
/s/ Timothy D. Leuliette		President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)		November 10, 2004
Timothy D. Leuliette
/s/ Jeffrey M. Stafeil		Executive Vice President and Chief Financial Officer (Chief Accounting Officer)		November 10, 2004
Jeffrey M. Stafeil
/s/ J. Michael Losh		Director		November 10, 2004
J. Michael Losh
/s/ Gary M. Banks		Director		November 10, 2004
Gary M. Banks
/s/ Charles E. Becker		Director		November 10, 2004
Charles E. Becker
/s/ Marshall A. Cohen		Director		November 10, 2004
Marshall A. Cohen
/s/ Cynthia L. Hess		Director		November 10, 2004
Cynthia L. Hess
/s/ Richard A. Manoogian		Director		November 10, 2004
Richard A. Manoogian
/s/ Wendy B. Needham		Director		November 10, 2004
Wendy B. Needham
/s/ David A. Stockman		Director		November 10, 2004
David A. Stockman
/s/ Daniel P. Tredwell		Director		November 10, 2004
Daniel P. Tredwell
/s/ Samuel Valenti, III		Director		November 10, 2004
Samuel Valenti, III

128

METALDYNE CORPORATION

FINANCIAL STATEMENT SCHEDULE
PURSUANT TO ITEM 14(A)(2) OF FORM 10-K
ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
FOR THE YEAR ENDED DECEMBER 28, 2003

Schedule, as required for the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated).

				Page
II.    Valuation and Qualifying Accounts					130

129

METALDYNE CORPORATION
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 28, 2003, DECEMBER 29, 2002
AND DECEMBER 31, 2001

Column A				Column B				Column C								Column D				Column E
								Additions
Description				Balance at Beginning of Period				Charged to Cost and Expenses				Charged (Credited) to Other Accounts				Deductions				Balance at End of Period
												(A)				(B)
Allowance for doubtful accounts, deducted from accounts receivable in the balance sheet:
2003				$	3,820,000			$	2,390,000			$	(1,700,000	)		$	1,420,000			$	3,090,000
2002 (Restated)				$	5,380,000			$	2,970,000			$	(2,400,000	)		$	2,130,000			$	3,820,000
2001 (Restated)				$	5,350,000			$	2,320,000			$	650,000			$	2,940,000			$	5,380,000

Notes:

(A)	Allowance of companies acquired, reduction of allowance for companies divested, and other adjustments, net.

(B)	Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years.

130

EXHIBIT INDEX

Exhibit Number				Description of Exhibit
2.1				Recapitalization Agreement, dated as of August 1, 2000, between MascoTech, Inc. (now known as Metaldyne Corporation) and Riverside Company LLC (including Amendment No. 1 to the Recapitalization Agreement dated October 23, 2000 and Amendment No. 2 to the Recapitalization Agreement dated November 28, 2000) (Incorporated by reference to Exhibit 2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
3.1				Restated Certificate of Incorporation of MascoTech, Inc. (Incorporated by reference to Exhibit 3.1 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
3.2				Bylaws of Metaldyne Corporation, as amended (Incorporated by reference to Exhibit 3.2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
3.3				Certificate of Designation of Series A-1 Preferred Stock and Series A-2 Preferred Stock (Incorporated by reference to Exhibit 10.5 to Metaldyne Corporation's Current Report on Form 8-K filed December 11, 2002).
4.1				Shareholders Agreement, dated as of November 28, 2000, by and among MascoTech, Inc., Masco Corporation, Richard Manoogian, certain of their respective affiliates and other co-investors party thereto (Incorporated by reference to Exhibit 10.20 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
4.2				Indenture relating to the 11% Senior Subordinated Notes due 2012, dated as of June 20, 2002, by and among Metaldyne Corporation, each of the Guarantors named therein, and The Bank of New York as Trustee (Incorporated by reference to Exhibit 4.1 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.3				Form of note relating to the 11% Senior Subordinated Notes due 2012 (Incorporated by reference to Exhibit 4.2 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.4				Registration Rights Agreement relating to the notes, dated as of June 20, 2002, by and among Metaldyne Corporation and the parties named therein. (Incorporated by reference to Exhibit 4.3 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 10, 2002).
4.5				Indenture relating to the 10% Senior Subordinated Notes due 2013, dated as of December 31, 2003, by and among Metaldyne Corporation, the Guarantors named therein and the Trustee (as defined therein) (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
4.6				Form of note relating to the 10% Senior Subordinated Notes due 2013 (included in Exhibit 4.5).
4.7				Registration Rights Agreement, dated as of December 31, 2003, by and among Metaldyne Corporation, each of the Guarantors named therein, and DaimlerChrysler Corporation (Incorporated by reference to Exhibit 10.4 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
4.8				Indenture relating to the 10% Senior Notes due 2013, dated as of October 27, 2003, by and among Metaldyne Corporation, each of the Guarantors named therein, and The Bank of New York as Trustee.
4.9				Form of note relating to the 10% Senior Notes due 2013 (included in Exhibit 4.8).
4.10				Registration Rights Agreement relating to the Senior Notes due 2013, dated as of October 27, 2003, by and among Metaldyne Corporation and the other parties named therein.
10.1				Assumption and Indemnification Agreement, dated as of May 1, 1984, between Masco Corporation and Masco Industries, Inc. (now known as Metaldyne Corporation) (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).

Exhibit Number				Description of Exhibit
10.2				Credit Agreement, dated as of November 28, 2000, as amended and restated as of June 20, 2003, by and among Metaldyne Corporation, Metaldyne Company, the foreign subsidiary borrowers party thereto, the lenders party thereto and JP Morgan Chase Bank, as administrative agent and collateral agent (the "Amended and Restated Credit Agreement") ( Incorporated by reference to Exhibit 10 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 30, 2002).
10.2.1				Amendment No. 1 and Agreement to the Amended and Restated Credit Agreement dated July 15, 2003 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Report on Form 10-Q for the period ended June 29, 2003).
10.2.2				Waiver And Agreement to the Amended and Restated Credit Agreement, dated as of April 1, 2004 (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.2.3				Waiver and Amendment No. 2 to the Amended and Restate Credit Agreement, dated as of May 26, 2004. (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.2.4				Waiver and Amendment No. 3 to the Amended and Restate Credit Agreement, dated as of September 29, 2004. (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed October 1, 2004).
10.3				Receivables Purchase Agreement dated as of November 28, 2000 among MascoTech, Inc. the Sellers named therein and MTSPC, Inc., as Purchaser (Incorporated by reference to Exhibit 10.2 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
10.4				Receivables Transfer Agreement dated as of November 28, 2000 by and among MTSPC, Inc., MascoTech, Inc. , The Chase Manhattan Bank, and the other parties named therein (Incorporated by reference to Exhibit 10.3 to MascoTech, Inc.'s Registration Statement on Form S-1 filed December 27, 2000).
10.4.1				Amendment No. 1 to Receivables Transfer Agreement dated as of December 15, 2000 (Incorporated by reference to Exhibit 10.4 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).
10.4.2				Amendment 2 to the Receivables Transfer Agreement dated as of March 23, 2001 (Incorporated by reference to Exhibit 10.21 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.3				Amendment 3 to the Receivables Transfer Agreement dated as of June 22, 2001 (Incorporated by reference to Exhibit 10.22 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.4				Amendment 4 to the Receivables Transfer Agreement dated as of October 18, 2001 (Incorporated by reference to Exhibit 10.23 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2001).
10.4.5				Waiver And Agreement to the Receivables Transfer Agreement, dated as of April 1, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed April 5, 2004).
10.4.6				Waiver And Agreement to the Receivables Transfer Agreement, dated as of May 26, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed May 28, 2004).
10.4.7				Waiver And Agreement to the Receivables Transfer Agreement, dated as of September 29, 2004 (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed October 1, 2004).
10.5				Master Lease Agreement, dated as of December 21, 2000, between General Electric Capital Corporation and Simpson Industries, Inc (Incorporated by reference to Exhibit 10.7 to Metaldyne Corporation's Annual Report on Form 10-K for the year ended December 31, 2000).

Exhibit Number				Description of Exhibit
10.6				Metaldyne Corporation 2001 Long Term Incentive and Share Award Plan (Incorporated by reference to Exhibit 4.1 to Metaldyne Corporation's Registration Statement of Form S-8 filed April 15, 2002).
10.7				MascoTech, Inc. Supplemental Executive Retirement and Disability Plan (Incorporated by reference to Exhibit 10.n to MascoTech, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999).
10.8				Description of the MascoTech, Inc. program for Estate, Financial Planning and Tax Assistance (Incorporated by reference to Exhibit 10.x to MascoTech, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997).
10.9				Description of the Metaldyne Annual Value Creation Plan
10.10				Description of the Metaldyne Executive Retirement Plan
10.11				Metaldyne Corporation Voluntary Stock Option Exchange Program Offer Summary
10.12				Joint Venture Formation Agreement, dated as of December 8, 2002, by and among NC-M Chassis Systems, LLC, DaimlerChrysler Corporation and Metaldyne Corporation (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Current Report on Form 8-K filed December 11, 2002).
10.13				Investor Rights Agreement, dated as of December 31, 2003, by and among Metaldyne Corporation and DaimlerChrysler Corporation (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Current Report on Form 8-K filed January 14, 2004).
10.14				Asset Purchase Agreement, dated as of May 9, 2003, by and among TriMas Corporation, Metaldyne Corporation and Metaldyne Company LLC (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 29, 2003).
10.15				Fittings Facility Sublease, dated May 9, 2003, by and between Metaldyne Company LLC and Fittings Products Co., LLC (Incorporated by reference to Exhibit 10.3 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended June 29, 2003).
10.16				Employment Agreement between Metaldyne Corporation and Timothy Leuliette (as amended)
10.17				Employment Agreement between Metaldyne Corporation and Jeffrey M. Stafeil (Incorporated by reference to Exhibit 10.1 to Metaldyne Corporation's Quarterly Report on Form 10-Q for the period ended September 28, 2003.)
10.17.1				Amendment to Employment Agreement between Metaldyne Corporation and Jeffrey M. Stafeil.
10.18				Employment Agreement between Metaldyne Corporation and Bruce Swift (as amended)
10.19				Employment Agreement between Metaldyne Corporation and Joseph Nowak (as amended)
10.20				Employment Agreement between Metaldyne Corporation and George Thanopolous
10.21				Employment Agreement between Metaldyne Corporation and William M. Lowe, Jr. (Incorporated by reference to Exhibit 10.19 to Metaldyne Corporation's Registration Statement on Form S-4 filed on September 13, 2004).
10.23				Release Agreement between Metaldyne Corporation and William M. Lowe, Jr. (Incorporated by reference to Exhibit 10.2 to Metaldyne Corporation's Report on Form 10-Q for the period ended September 28, 2003).
10.24				Release Agreement between Metaldyne Corporation and George Thanopolous.
10.25				Change of Control Agreement, dated August 11, 2004, between Metaldyne Corporation and Thomas Chambers.
12.1				Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
14.1				Code of Ethics
21.1				Subsidiaries of Metaldyne Corporation.
23.1				Consent of PricewaterhouseCoopers LLP.

Exhibit Number				Description of Exhibit
23.2				Consent of KPMG LLP.
31.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2				Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-4.8

                                                                  EXECUTION COPY

EXHIBIT 4.8 - INDENTURE RELATING TO THE 10% SENIOR NOTES DUE 2013, DATED AS OF
OCTOBER 27, 2003, BY AND AMONG METALDYNE CORPORATION, EACH OF THE GUARANTORS
NAMED THEREIN, AND THE BANK OF NEW YORK AS TRUSTEE.

- --------------------------------------------------------------------------------

                     ---------------------------------------

                              Metaldyne Corporation

                     and each of the Guarantors named herein

                              SERIES A AND SERIES B
                            10% SENIOR NOTES DUE 2013

                     ---------------------------------------

                                    INDENTURE

                          Dated as of October 27, 2003

                     ---------------------------------------

                              The Bank of New York
                                     Trustee

                     ---------------------------------------

- --------------------------------------------------------------------------------



                             CROSS-REFERENCE TABLE*

Trust Indenture
Act Section                                                    Indenture Section
310(a)(1)...................................................          7.10
   (a)(2)...................................................          7.10
   (a)(3)...................................................          N.A.
   (a)(4)...................................................          N.A.
   (a)(5)...................................................          7.10
   (b)......................................................          7.10
   (c)......................................................          N.A.
311(a)......................................................          7.11
   (b)......................................................          7.11
   (c)......................................................          N.A.
312(a)......................................................          2.05
   (b)......................................................         12.03
   (c)......................................................         12.03
313(a)......................................................          7.06
   (b)(1)...................................................          N.A.
   (b)(2)...................................................       7.06; 7.07
   (c)......................................................      7.06; 12.02
   (d)......................................................          7.06
314(a)......................................................   4.03;12.02; 12.05
   (b)......................................................          N.A.
   (c)(1)...................................................         12.04
   (c)(2)...................................................         12.04
   (c)(3)...................................................          N.A.
   (d)......................................................          N.A.
   (e)......................................................         12.05
   (f)......................................................          N.A.
315(a)......................................................          7.01
   (b)......................................................       7.05,12.02
   (c)......................................................          7.01
   (d)......................................................          7.01
   (e)......................................................          6.11
316(a)(last sentence).......................................          2.09
   (a)(1)(A)................................................          6.05
   (a)(1)(B)................................................          6.04
   (a)(2)...................................................          N.A.

N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01    Definitions...................................................1
Section 1.02    Other Definitions............................................24
Section 1.03    Incorporation by Reference of Trust Indenture Act............24
Section 1.04    Rules of Construction........................................25

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01    Form and Dating..............................................25
Section 2.02    Execution and Authentication.................................26
Section 2.03    Registrar and Paying Agent...................................26
Section 2.04    Paying Agent to Hold Money in Trust..........................26
Section 2.05    Holder Lists.................................................27
Section 2.06    Transfer and Exchange........................................27
Section 2.07    Replacement Notes............................................38
Section 2.08    Outstanding Notes............................................38
Section 2.09    Treasury Notes...............................................39
Section 2.10    Temporary Notes..............................................39
Section 2.11    Cancellation.................................................39
Section 2.12    Defaulted Interest...........................................39
Section 2.13    CUSIP Numbers................................................40

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01    Notices to Trustee...........................................40
Section 3.02    Selection of Notes to Be Redeemed or Purchased...............40
Section 3.03    Notice of Redemption.........................................41
Section 3.04    Effect of Notice of Redemption...............................41
Section 3.05    Deposit of Redemption or Purchase Price......................41
Section 3.06    Notes Redeemed or Purchased in Part..........................42
Section 3.07    Optional Redemption..........................................42
Section 3.08    Mandatory Redemption.........................................43
Section 3.09    Offer to Purchase by Application of Excess Proceeds..........43

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01    Payment of Notes.............................................44
Section 4.02    Maintenance of Office or Agency..............................45
Section 4.03    Reports......................................................45
Section 4.04    Compliance Certificate.......................................46
Section 4.05    Taxes........................................................47
Section 4.06    Stay, Extension and Usury Laws...............................47
Section 4.07    Restricted Payments..........................................47
Section 4.08    Dividend and Other Payment Restrictions Affecting
                   Subsidiaries..............................................50
Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Stock...52


                                        i



Section 4.10    Asset Sales..................................................56
Section 4.11    Transactions with Affiliates.................................57
Section 4.12    Liens........................................................58
Section 4.13    Corporate Existence..........................................59
Section 4.14    Offer to Repurchase Upon Change of Control...................59
Section 4.15    Anti-Layering................................................60
Section 4.16    Additional Note Guarantees...................................61
Section 4.17    Designation of Restricted and Unrestricted Subsidiaries......61
Section 4.18    Changes in Covenants When Notes are Rated Investment Grade...61

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets.....................62
Section 5.02    Successor Corporation Substituted............................63

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01    Events of Default............................................63
Section 6.02    Acceleration.................................................65
Section 6.03    Other Remedies...............................................65
Section 6.04    Waiver of Past Defaults......................................65
Section 6.05    Control by Majority..........................................66
Section 6.06    Limitation on Suits..........................................66
Section 6.07    Rights of Holders of Notes to Receive Payment................66
Section 6.08    Collection Suit by Trustee...................................66
Section 6.09    Trustee May File Proofs of Claim.............................66
Section 6.10    Priorities...................................................67
Section 6.11    Undertaking for Costs........................................67

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01    Duties of Trustee............................................68
Section 7.02    Rights of Trustee............................................68
Section 7.03    Individual Rights of Trustee.................................69
Section 7.04    Trustee's Disclaimer.........................................69
Section 7.05    Notice of Defaults...........................................70
Section 7.06    Reports by Trustee to Holders of the Notes...................70
Section 7.07    Compensation and Indemnity...................................70
Section 7.08    Replacement of Trustee.......................................71
Section 7.09    Successor Trustee by Merger, etc.............................72
Section 7.10    Eligibility; Disqualification................................72
Section 7.11    Preferential Collection of Claims Against Company............72

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant
                   Defeasance................................................72
Section 8.02    Legal Defeasance and Discharge...............................72
Section 8.03    Covenant Defeasance..........................................73
Section 8.04    Conditions to Legal or Covenant Defeasance...................73
Section 8.05    Deposited Money and Government Securities to be Held
                   in Trust; Other Miscellaneous Provisions..................75


                                       ii



Section 8.06    Repayment to Company.........................................75
Section 8.07    Reinstatement................................................75

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes..........................76
Section 9.02    With Consent of Holders of Notes.............................77
Section 9.03    Compliance with Trust Indenture Act..........................78
Section 9.04    Revocation and Effect of Consents............................78
Section 9.05    Notation on or Exchange of Notes.............................78
Section 9.06    Trustee to Sign Amendments, etc..............................78

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01   Guarantee....................................................79
Section 10.02   Limitation on Guarantor Liability............................80
Section 10.03   Execution and Delivery of Note Guarantee.....................80
Section 10.04   Guarantors May Consolidate, etc., on Certain Terms...........80
Section 10.05   Releases Following Sale of Assets............................81

                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01   Satisfaction and Discharge...................................82
Section 11.02   Application of Trust Money...................................82

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01   Trust Indenture Act Controls.................................83
Section 12.02   Notices......................................................83
Section 12.03   Communication by Holders of Notes with Other Holders
                   of Notes..................................................84
Section 12.04   Certificate and Opinion as to Conditions Precedent...........84
Section 12.05   Statements Required in Certificate or Opinion................84
Section 12.06   Rules by Trustee and Agents..................................85
Section 12.07   No Personal Liability of Directors, Officers, Employees
                   and Stockholders..........................................85
Section 12.08   Governing Law................................................85
Section 12.09   No Adverse Interpretation of Other Agreements................85
Section 12.10   Successors...................................................85
Section 12.11   Severability.................................................85
Section 12.12   Counterpart Originals........................................85
Section 12.13   Table of Contents, Headings, etc.............................86

                                    EXHIBITS

Exhibit A       FORM OF NOTE
Exhibit B       FORM OF CERTIFICATE OF TRANSFER
Exhibit C       FORM OF CERTIFICATE OF EXCHANGE
Exhibit D       FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED
                INVESTOR
Exhibit E       FORM OF NOTE GUARANTEE
Exhibit F       FORM OF SUPPLEMENTAL INDENTURE


                                      iii



          INDENTURE dated as of October 27, 2003 among Metaldyne Corporation, a
Delaware corporation (the "Company"), the Guarantors (as defined) and The Bank
of New York, as trustee (the "Trustee").

          The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 10% Series A Senior Notes due 2013(the "Series A Notes") and the
10% Series B Senior Notes due 2013 (the "Series B Notes" and, together with the
Series A Notes, the "Notes"):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

          "144A Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

          "Acquired Debt" means, with respect to any specified Person:

               (1) Indebtedness of any other Person existing at the time such
          other Person is merged with or into or became a Subsidiary of such
          specified Person, whether or not such Indebtedness is incurred in
          connection with, or in contemplation of, such other Person merging
          with or into, or becoming a Subsidiary of, such specified Person; and

               (2) Indebtedness secured by a Lien encumbering any asset acquired
          by such specified Person.

          "Adjusted Treasury Rate" means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 50 basis points.

          "Additional Notes" means additional notes (other than the Initial
Notes) issued from time to time under this Indenture in accordance with Sections
2.02 and 4.09 hereof, as part of the same series as the Initial Notes.

          "Advisory Agreement" means that certain monitoring agreement between
the Company and Heartland, as in effect on the date of this Indenture, or any
amendment or supplement thereto that, taken in its entirety, is no less
favorable to the Company than such agreement as in effect on the date of this
Indenture.

          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings. No Person (other than the Company or any Subsidiary of the Company) in
whom a Receivables Subsidiary makes an


                                       1



Investment in connection with a Qualified Receivables Transaction will be deemed
to be an Affiliate of the Company or any of its Subsidiaries solely by reason of
such Investment.

          "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

          "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

          "Asset Sale" means:

               (1) the sale, lease conveyance or other disposition of any assets
          or rights, other than dispositions in the ordinary course of business;
          provided that the sale, conveyance or other disposition of all or
          substantially all of the assets of the Company and the Restricted
          Subsidiaries taken as a whole will be governed by Section 4.14 hereof
          and/or Section 5.01 hereof and not by Section 4.10 hereof; and

               (2) the issuance of Equity Interests in any of the Restricted
          Subsidiaries or the sale of Equity Interests in any of the Restricted
          Subsidiaries.

          Notwithstanding the preceding, none of the following items will be
deemed to be an Asset Sale:

               (1) any single transaction or series of related transactions that
          involves assets having a fair market value of less than $2.5 million;

               (2) a transfer of assets between or among the Company and the
          Restricted Subsidiaries;

               (3) an issuance of Equity Interests by a Subsidiary to the
          Company or to another Restricted Subsidiary or any issuance of
          directors' qualifying shares;

               (4) the sale or other disposition of cash or Cash Equivalents;

               (5) sales of accounts receivable and related assets of the type
          specified in the definition of "Qualified Receivables Transaction" to
          a Receivables Subsidiary or sales of accounts receivable by any
          Foreign Subsidiary in the ordinary course for financing purposes;

               (6) the surrender or waiver of contract rights or the settlement,
          release or surrender of contract, tort or other claims of any kind;

               (7) the grant in the ordinary course of business of licenses of
          patents, trademarks and similar intellectual property;

               (8) a disposition of obsolete or worn out equipment or equipment
          that is no longer useful in the conduct of the business of the Company
          and the Restricted Subsidiaries and that is disposed of in each case
          in the ordinary course of business;

               (9) a Restricted Payment or Permitted Investment that is
          permitted by Section 4.07 hereof; and

               (10) any issuance or sale of Equity Interests of any Unrestricted
          Subsidiary.


                                       2



          "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

          "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

          "Board of Directors" means:

               (1) with respect to a corporation, the board of directors of the
          corporation;

               (2) with respect to a partnership, the board of directors of the
          general partner of the partnership; and

               (3) with respect to any other Person, the board or committee of
          such Person serving a similar function.

          "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

          "Business Day" means any day other than a Legal Holiday.

          "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP.

          "Capital Stock" means:

               (1) in the case of a corporation, corporate stock;

               (2) in the case of an association or business entity, any and all
          shares, interests, participations, rights or other equivalents
          (however designated) of corporate stock;

               (3) in the case of a partnership or limited liability company,
          partnership or membership interests (whether general or limited); and

               (4) any other interest or participation that confers on a Person
          the right to receive a share of the profits and losses of, or
          distributions of assets of, the issuing Person.

          "Cash Equivalents" means:

               (1) cash;

               (2) securities issued or directly and fully guaranteed or insured
          by the United States, British or European Union government or any
          agency or instrumentality of the United States, British or European
          Union government (provided that the full faith and credit of the
          United States, British or European Union, as applicable, is pledged in
          support of those securities) having maturities of not more than six
          months from the date of acquisition;


                                       3



               (3) certificates of deposit and eurodollar time deposits with
          maturities of six months or less from the date of acquisition,
          bankers' acceptances with maturities not exceeding six months and
          overnight bank deposits, in each case, with any lender party to the
          Credit Agreement or with any domestic, British or European Union
          commercial bank having capital and surplus in excess of $150.0
          million;

               (4) repurchase obligations with a term of not more than 30 days
          for underlying securities of the types described in clauses (2) and
          (3) above entered into with any financial institution meeting the
          qualifications specified in clause (3) above;

               (5) commercial paper with a maturity of 365 days or less from the
          date of acquisition issued by a corporation organized under the laws
          of any state of the United States of America or the District of
          Columbia or any foreign country recognized by the United States of
          America whose debt rating, at the time as of which such investment is
          made, is at least "A-1" by Standard & Poor's Corporation ("S&P") or at
          least "P-1" by Moody's Investors Service, Inc. ("Moody's") or rated at
          least an equivalent rating category of another nationally recognized
          securities rating agency;

               (6) any security, maturing not more than 365 days after the date
          of acquisition, backed by standby or direct pay letters of credit
          issued by a bank meeting the qualifications described in clause (3)
          above;

               (7) any security, maturing not more than 365 days after the date
          of acquisition, issued or fully guaranteed by any state, commonwealth,
          or territory of the United States of America, or by any political
          subdivision thereof, and rated at least "A" by S&P or at least "A" by
          Moody's or rated at least an equivalent rating category of another
          nationally recognized securities rating agency; and

               (8) money market funds at least 95% of the assets of which
          constitute Cash Equivalents of the kinds described in clauses (1)
          through (7) of this definition.

          "Cash Management Obligations" means, with respect to any Person, all
obligations of such Person in respect of overdrafts and related liabilities owed
to any other Person that arise from treasury, depositary or cash management
services in connection with any automated clearing house transfers of funds or
any similar transaction.

          "Change of Control" means the occurrence of any of the following:

               (1) the direct or indirect sale, transfer, conveyance or other
          disposition (other than by way of merger or consolidation), in one or
          a series of related transactions, of all or substantially all of the
          properties or assets of the Company and the Restricted Subsidiaries,
          taken as a whole, to any "person" (as that term is used in Section
          13(d)(3) of the Exchange Act) other than a Principal;

               (2) the adoption of a plan relating to the liquidation or
          dissolution of the Company;

               (3) the consummation of any transaction (including, without
          limitation, any merger or consolidation) the result of which is that
          any "person" (as defined above), other than the Principals or a
          Permitted Group, becomes the Beneficial Owner, directly or indirectly,
          of more than 50% of the Voting Stock of the Company, measured by
          voting power rather than number of shares; or


                                       4



               (4) the first day on which a majority of the members of the Board
          of Directors of the Company are not Continuing Directors.

          "Clearstream" means Clearstream Banking, S.A.

          "Company" means Metaldyne Corporation, and any and all successors
thereto.

          "Comparable Treasury Issue" means the United States Treasury Security
selected by the Reference Treasury Dealer as having a maturity comparable to the
remaining term of the Notes that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.

          "Comparable Treasury Price" means with respect to any redemption date:

               (1) the average of the bid and asked prices for the Comparable
          Treasury Issue (expressed in each case as a percentage of its
          principal amount) on the third Business Day preceding such redemption
          date, as set forth in the daily statistical release (or any successor
          release) published by the Federal Reserve Bank of New York and
          designated "Composite 3:30 p.m. Quotations for U.S. Government
          Securities;" or

               (2) if such release (or any successor release) is not published
          or does not contain such prices on such Business Day, (A) the average
          of the Reference Treasury Dealer Quotations for such redemption date,
          after excluding the highest and lowest of such Reference Treasury
          Dealer Quotations or (B) if the Trustee obtains fewer than three such
          Reference Treasury Dealer Quotations, the average of all such
          Quotations.

          "Consolidated Assets" of any Person as of any date of determination
means the total assets of such Person as reflected on the most recently prepared
balance sheet of such Person, determined on a consolidated basis in accordance
with GAAP.

          "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

               (1) an amount equal to any extraordinary loss plus any net loss
          realized by such Person or any of its Restricted Subsidiaries in
          connection with an Asset Sale, to the extent such losses were deducted
          in computing such Consolidated Net Income; plus

               (2) provision for taxes based on income or profits of such Person
          and its Restricted Subsidiaries for such period, to the extent that
          such provision for taxes was deducted in computing such Consolidated
          Net Income; plus

               (3) consolidated interest expense of such Person and its
          Restricted Subsidiaries for such period, whether paid or accrued and
          whether or not capitalized (including, without limitation,
          amortization of debt issuance costs and original issue discount,
          non-cash interest payments, the interest component of any deferred
          payment obligations, the interest component of all payments associated
          with Capital Lease Obligations, commissions, discounts and other fees
          and charges incurred in respect of letter of credit or bankers'
          acceptance financings, and net of the effect of all payments made or
          received pursuant to Hedging Obligations), to the extent that any such
          expense was deducted in computing such Consolidated Net Income; plus

               (4) the loss on Qualified Receivables Transactions; plus


                                       5



               (5) dividends on preferred stock or accretion of discount on
          preferred stock to the extent reducing Consolidated Net Income; plus

               (6) depreciation, amortization (including amortization of
          goodwill and other intangibles but excluding amortization of prepaid
          cash expenses that were paid in a prior period) and other non-cash
          items (excluding any such non-cash expense to the extent that it
          represents an accrual of or reserve for cash expenses in any future
          period or amortization of a prepaid cash expense that was paid in a
          prior period) of such Person and its Restricted Subsidiaries for such
          period to the extent that such depreciation, amortization and other
          non-cash items were deducted in computing such Consolidated Net
          Income; minus

               (7) non-cash items increasing such Consolidated Net Income for
          such period, other than the accrual of revenue in the ordinary course
          of business; plus

               (8) non-cash gains or losses resulting from fluctuations in
          currency exchange rates will be excluded; plus

               (9) the disposition of any securities or the extinguishment of
          any Indebtedness will be excluded;

          in each case, on a consolidated basis and determined in accordance
          with GAAP; provided, however, that the provision for taxes based on
          the income or profits of, the consolidated depreciation and
          amortization expense and such items of expense or income attributable
          to, a Restricted Subsidiary shall be added to or subtracted from
          Consolidated Net Income to compute Fixed Charge Coverage Ratio only to
          the extent (and in the same proportion) that the net income of such
          Restricted Subsidiary was included in calculating Consolidated Net
          Income.

          "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

               (1) the Net Income of any Person that is not a Restricted
          Subsidiary or that is accounted for by the equity method of accounting
          will be included only to the extent of the amount of dividends or
          distributions paid in cash to the specified Person or a Restricted
          Subsidiary of the Person;

               (2) the Net Income of any Restricted Subsidiary will be excluded
          to the extent that the declaration or payment of dividends or similar
          distributions by that Restricted Subsidiary of that Net Income is not
          at the date of determination permitted without any prior governmental
          approval (that has not been obtained) or, directly or indirectly, by
          operation of the terms of its charter or any agreement, instrument,
          judgment, decree, order, statute, rule or governmental regulation
          applicable to that Restricted Subsidiary or its stockholders;
          provided, that if the Net Income of a Foreign Subsidiary for any
          period would be excluded from the Consolidated Net Income of the
          Company for such period under this clause (2) solely due to the effect
          of a restriction on the payment of dividends or similar distributions
          by such Foreign Subsidiary under the terms of Indebtedness of such
          Foreign Subsidiary incurred in accordance with the terms of this
          Indenture (including if such Indebtedness incurrence is being tested),
          such Net Income shall not be excluded from such Consolidated Net
          Income if (x) the ratio of Consolidated Cash Flow of such Foreign
          Subsidiary to the Fixed Charges of such Foreign Subsidiary, determined
          at the time of the incurrence of such Indebtedness, was at least 2.0
          to 1.0, and (y) the Consolidated Cash Flow of such Foreign Subsidiary
          for the period under determination exceeds the Fixed Charges of such


                                       6



          Foreign Subsidiary for such period;

               (3) the Net Income of any Person acquired in a pooling of
          interests transaction for any period prior to the date of such
          acquisition will be excluded; and

               (4) the cumulative effect of a change in accounting principles
          will be excluded.

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company who:

               (1) was a member of such Board of Directors on the date of this
          Indenture; or

               (2) was nominated for election or elected to such Board of
          Directors with the approval of a majority of the Continuing Directors
          who were members of such Board at the time of such nomination or
          election or designated as a Director under the Shareholders Agreement.

          "Corporate Trust Office of the Trustee" means the principal office of
the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 101 Barclay Street,
New York, New York 10286, Attention: Corporate Trust Department, or such other
address as the Trustee may designate from time to time by notice to the Holders
and the Company, or the principal corporate trust office of any successor
Trustee (or such other address as such successor Trustee may designate from time
to time by notice to the Holders and the Company).

          "Credit Agreement" means that certain Credit Agreement, dated as of
November 28, 2000, as amended and restated as of June 20, 2002, as amended as of
July 15, 2003, by and among the Company, certain of its subsidiaries and JP
Morgan Chase Bank (formerly known as The Chase Manhattan Bank), as
administrative agent and collateral agent, Credit Suisse First Boston LLC, as
syndication agent, Comerica Bank, as documentation agent, National City Bank, as
documentation agent, Bank One, N.A., as documentation agent, and the other
lenders party thereto, as amended, modified, renewed, refunded, replaced or
refinanced from time to time (including any increases in amount permitted by
this Indenture).

          "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in
each case with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
Receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such Receivables) or letters of credit, in each case, as
amended, restated, modified, renewed, refunded, replaced or refinanced in whole
or in part from time to time.

          "Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

          "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 hereof,
substantially in the form of Exhibit A hereto except that such Note shall not
bear the Global Note Legend and shall not have the "Schedule of Exchanges of
Interests in the Global Note" attached thereto.


                                       7



          "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

          "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date on
which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the
Capital Stock have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.07
hereof. Disqualified Stock shall not include the existing restricted stock
obligations of the Company and the Existing Preferred Stock.

          "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia or that guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

          "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

          "Equity Offering" means a primary sale of Capital Stock of the Company
or, to the extent the net cash proceeds thereof are paid to the Company as a
capital contribution, Capital Stock for cash to a Person or Persons other than a
Subsidiary of the Company.

          "Euroclear" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Existing Indebtedness" means the Indebtedness of the Company and its
Subsidiaries (other than Indebtedness under the Credit Agreement) in existence
on the date of this Indenture, until such amounts are repaid.

          "Existing Preferred Stock" means the issued and outstanding series of
preferred stock of the Company as of the date of this Indenture.

          "Fixed Charge Coverage Ratio" means with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the


                                       8



specified Person or any of its Restricted Subsidiaries incurs, repays,
repurchases, redeems, defeases or otherwise retires any Indebtedness (other than
ordinary working capital borrowings) or issues, repurchases or redeems preferred
stock subsequent to the commencement of the period for which the Fixed Charge
Coverage Ratio is being calculated and on or prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, repayment, repurchase, redemption,
defeasance or other retirement of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

          In addition, for purposes of calculating the Fixed Charge Coverage
Ratio:

               (1) acquisitions of a business or operations that have been made
          by the specified Person or any of its Restricted Subsidiaries,
          including through mergers or consolidations and including any related
          financing transactions, during the four-quarter reference period or
          subsequent to such reference period and on or prior to the Calculation
          Date will be given pro forma effect as if they had occurred on the
          first day of the four-quarter reference period and Consolidated Cash
          Flow for such reference period will be calculated on a pro forma basis
          determined in good faith by a responsible financial or accounting
          officer of the Company (and such calculations may include such pro
          forma adjustments for non-recurring items that the Company considers
          reasonable in order to reflect the ongoing impact of any such
          transaction on the Company's results of operations), but without
          giving effect to clause (3) of the proviso set forth in the definition
          of Consolidated Net Income;

               (2) the Consolidated Cash Flow attributable to discontinued
          operations, as determined in accordance with GAAP, and operations or
          businesses disposed of prior to the Calculation Date, will be
          excluded; and

               (3) the Fixed Charges attributable to discontinued operations, as
          determined in accordance with GAAP, and operations or businesses
          disposed of prior to the Calculation Date, will be excluded, but only
          to the extent that the obligations giving rise to such Fixed Charges
          will not be obligations of the specified Person or any of its
          Restricted Subsidiaries following the Calculation Date.

          "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

               (1) the consolidated interest expense of such Person and its
          Restricted Subsidiaries for such period, whether paid or accrued,
          including, without limitation, amortization of debt issuance costs and
          original issue discount, non-cash interest payments, the interest
          component of any deferred payment obligations, the interest component
          of all payments associated with Capital Lease Obligations,
          commissions, discounts and other fees and charges incurred in respect
          of letter of credit or bankers' acceptance financings, and net of the
          effect of all payments made or received pursuant to Hedging
          Obligations, to the extent deducted in computing Consolidated Net
          Income; provided, however, that with respect to any Restricted
          Subsidiary that is not a Wholly-Owned Subsidiary, if the Consolidated
          Cash Flow of such Restricted Subsidiary for such period is greater
          than or equal to such consolidated interest expense of such Restricted
          Subsidiary for such period, then such Person shall only include the
          consolidated interest expense of such Restricted Subsidiary to the
          extent of the equity ownership of such Person in such Restricted
          Subsidiary (calculated in accordance with Section 13(d) of the
          Exchange Act); plus


                                       9



               (2) the consolidated interest of such Person and its Restricted
          Subsidiaries that was capitalized during such period, to the extent
          deducted in computing Consolidated Net Income; plus

               (3) any interest expense on Indebtedness of another Person that
          is Guaranteed by such Person or one of its Restricted Subsidiaries or
          secured by a Lien on assets of such Person or one of its Restricted
          Subsidiaries, whether or not such Guarantee or Lien is called upon;
          plus

               (4) the loss on Qualified Receivables Transactions; plus

               (5) all dividends, whether paid in cash, assets or securities on
          any series of preferred stock of the Company or any Restricted
          Subsidiary, other than dividends on Equity Interests payable solely in
          Equity Interests of the Company or a Guarantor (other than
          Disqualified Stock) or to the Company or a Restricted Subsidiary;

          excluding, to the extent included in such consolidated interest
          expense, any of the foregoing items of any Person acquired by the
          Company or a Subsidiary of the Company in a pooling-of-interests
          transaction for any period prior to the date of such transaction.

          "Foreign Subsidiary" means a Restricted Subsidiary that is not a
Domestic Subsidiary and that is organized under the laws of any country other
than the United States and substantially all the assets of which are located
outside the United States.

          "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

          "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(3),
2.06(b)(4), 2.06(d)(2) or 2.06(f) hereof.

          "Global Note Legend" means the legend set forth in Section 2.06(g)(2),
which is required to be placed on all Global Notes issued under this Indenture.

          "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

          "guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

          "Guarantors" means each of:

               (1) the Domestic Subsidiaries of the Company as of the date of
          this Indenture, other than the Receivables Subsidiary; and

               (2) any other Subsidiary that executes a Note Guarantee in
          accordance with the provisions of this Indenture;


                                       10



          and their respective successors and assigns.

          "Heartland" means Heartland Industrial Partners, L.P., a Delaware
limited partnership, and its successors.

          "Hedging Obligations" means, with respect to any Person, all
Obligations of such Person in respect of:

               (1) interest rate swap agreements, interest rate cap agreements
          and interest rate collar agreements; and

               (2) other agreements or arrangements designed to protect such
          Person against fluctuations in interest rates, commodity prices or
          currency risks incurred in the ordinary course of business.

          "Holder" means a Person in whose name a Note is registered.

          "IAI Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

          "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or not contingent:

               (1) in respect of borrowed money;

               (2) evidenced by bonds, notes, debentures or similar instruments
          or letters of credit (or reimbursement agreements in respect thereof);

               (3) in respect of banker's acceptances;

               (4) representing Capital Lease Obligations;

               (5) representing the balance deferred and unpaid of the purchase
          price of any property, except any such balance that constitutes an
          accrued expense or trade payable or non-competition or trade name
          licensing arrangements on customary terms entered into in connection
          with an acquisition; or

               (6) representing any Hedging Obligations,

                    if and to the extent any of the preceding items (other than
          letters of credit and Hedging Obligations) would appear as a liability
          upon a balance sheet of the specified Person prepared in accordance
          with GAAP (but not by reason of a change in GAAP or in the application
          of GAAP following the initial creation of the liability). In addition,
          the term "Indebtedness" includes all Indebtedness of others secured by
          a Lien on any asset of the specified Person (whether or not such
          Indebtedness is assumed by the specified Person) and, to the extent
          not otherwise included, the Guarantee by the specified Person of any
          Indebtedness of any other Person.

               The amount of any Indebtedness outstanding as of any date will
          be:


                                       11



               (1) the accreted value of the Indebtedness, in the case of any
          Indebtedness issued with original issue discount; and

               (2) the principal amount of the Indebtedness, together with any
          interest on the Indebtedness that is more than 30 days past due, in
          the case of any other Indebtedness.

          "Indenture" means this Indenture, as amended or supplemented from time
to time.

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

          "Initial Notes" means the first $150,000,000 aggregate principal
amount of Notes issued under this Indenture on the date hereof.

          "Initial Purchasers" means Credit Suisse First Boston LLC, Deutsche
Bank Securities Inc. and J.P. Morgan Securities Inc.

          "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act, who are not also QIBs.

          "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business), purchases or
other acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary of the Company sells or otherwise disposes of any Equity
Interests of any direct or indirect Subsidiary of the Company such that, after
giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company will be deemed to have made an Investment
on the date of any such sale or disposition equal to the fair market value of
the Company's Investments in such Subsidiary that were not sold or disposed of
in an amount determined as provided in the final paragraph of Section 4.07. The
acquisition by the Company or any Subsidiary of the Company of a Person that
holds an Investment in a third Person will be deemed to be an Investment by the
Company or such Subsidiary in such third Person in an amount equal to the fair
market value of the Investments held by the acquired Person in such third Person
in an amount determined as provided in the final paragraph of Section 4.07.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

          "Letter of Transmittal" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and, except in


                                       12



connection with any Qualified Receivables Transaction, any filing of or
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.

          "Liquidated Damages" means all liquidated damages then owing pursuant
to Section 2(d) of the Registration Rights Agreement.

          "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends, excluding, however:

               (1) any gain or loss, together with any related provision for
          taxes on such gain or loss, realized in connection with:

                    (a) any Asset Sale; or

                    (b) the disposition of any securities by such Person or any
          of its Restricted Subsidiaries or the extinguishment of any
          Indebtedness of such Person or any of its Restricted Subsidiaries; and

               (2) any extraordinary gain or loss, together with any related
          provision for taxes on such extraordinary gain or loss.

          "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result of the Asset Sale, taxes paid or
payable as a result of the Asset Sale, in each case, after taking into account
any available tax credits or deductions and any tax sharing arrangements, and
amounts required to be applied to the repayment of Indebtedness, other than
Indebtedness under a Credit Facility, secured by a Lien on the asset or assets
that were the subject of such Asset Sale and any reserve for adjustment in
respect of the sale price of such asset or assets established in accordance with
GAAP.

          "New Castle Preferred Stock" means the series of preferred stock (not
constituting Disqualified Stock) to be issued in connection with the Company's
acquisition of the balance of the equity and preferred interests in NC-M Chassis
Systems, LLC on substantially the terms described in the offering circular for
the notes or such other terms that, taken as a whole, are not more materially
disadvantageous to the holder of notes.

          "Non-Guarantor Subsidiaries" means MTSPC, Inc. and any other
Receivables Subsidiary, each Foreign Subsidiary and Domestic Subsidiary not
required to provide Guarantees under the Credit Agreement.

          "Non-Recourse Debt" means Indebtedness:

               (1) as to which neither the Company nor any of the Restricted
          Subsidiaries (a) provides credit support of any kind (including any
          undertaking, agreement or instrument that would constitute
          Indebtedness), (b) is directly or indirectly liable as a guarantor or
          otherwise, or (c) constitutes the lender;


                                       13



               (2) no default with respect to which (including any rights that
          the holders of the Indebtedness may have to take enforcement action
          against an Unrestricted Subsidiary) would permit upon notice, lapse of
          time or both any holder of any other Indebtedness (other than the
          Notes) of the Company or any of the Restricted Subsidiaries to declare
          a default on such other Indebtedness or cause the payment of the
          Indebtedness to be accelerated or payable prior to its stated
          maturity; and

               (3) as to which the lenders have been notified in writing that
          they will not have any recourse to the stock or assets of the Company
          or any of the Restricted Subsidiaries.

          "Non-U.S. Person" means a Person who is not a U.S. Person.

          "Note Guarantee" or "Guarantee" means the Guarantee by each Guarantor
of the Company's payment obligations under this Indenture and on the Notes,
executed pursuant to the provisions of this Indenture.

          "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

          "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, and other liabilities payable under the
documentation governing any Indebtedness.

          "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, the Chief Operating Officer,
the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary or any Vice-President of such Person.

          "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

          "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

          "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

          "Permitted Acquired Investment" means any Investment by any Person
(the "Subject Person") in another Person made prior to the time:

               (1) the Subject Person became a Restricted Subsidiary,

               (2) the Subject Person merged into or consolidated with a
          Restricted Subsidiary, or

               (3) another Restricted Subsidiary merged into or was consolidated
          with the Subject Person (in a transaction in which the Subject Person
          became a Restricted Subsidiary),


                                       14



provided, that such Investment was not made in anticipation of any such
transaction and was outstanding prior to such transaction; provided, further,
that the book value of such Investments (excluding all Permitted Investments
(other than those referred to in clause (14) of the definition thereof)) do not
exceed 5% of the Consolidated Assets of the Subject Person immediately prior to
the Subject Person becoming a Restricted Subsidiary.

          "Permitted Group" means any group of investors that is deemed to be a
"person" (as that term is used in Section 13(d)(3) of the Exchange Act) at any
time prior to an underwritten initial public offering of common stock of the
Company, by virtue of the Stockholders Agreement, as the same may be amended,
modified or supplemented from time to time, provided that no single Person
(other than the Principals) Beneficially Owns (together with its Affiliates)
more of the Voting Stock of the Company that is Beneficially Owned by such group
of investors than is then collectively Beneficially Owned by the Principals in
the aggregate.

          "Permitted Investments" means:

               (1) any Investment in the Company or in a Restricted Subsidiary
     of the Company;

               (2) any Investment in Cash Equivalents;

               (3) any Investment by the Company or any Subsidiary of the
     Company in a Person, if as a result of such Investment:

                    (a) such Person becomes a Restricted Subsidiary of the
          Company; or

                    (b) such Person is merged, consolidated or amalgamated with
          or into, or transfers or conveys substantially all of its assets to,
          or is liquidated into, the Company or a Restricted Subsidiary of the
          Company;

               (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with Section 4.10 hereof;

               (5) any acquisition of assets to the extent in exchange for the
     issuance of Equity Interests (other than Disqualified Stock) of the
     Company;

               (6) any Investments received in compromise of obligations of such
     persons incurred in the ordinary course of trade creditors or customers
     that were incurred in the ordinary course of business, including pursuant
     to any plan of reorganization or similar arrangement upon the bankruptcy or
     insolvency of any trade creditor or customer;

               (7) Hedging Obligations;

               (8) lease, utility and other similar deposits in the ordinary
     course of business;

               (9) Investments existing on the date of this Indenture;

               (10) loans or advances to employees for purposes of purchasing
     Capital Stock of the Company in an aggregate amount outstanding at any one
     time not to exceed $7.5 million and other loans and advances to employees
     of the Company and its Subsidiaries in the ordinary course of business and
     on terms consistent with practices in effect prior to the date of this
     Indenture, including travel, moving and other like advances;


                                       15



               (11) loans or advances to vendors or contractors of the Company
     in the ordinary course of business and consistent with past practices;

               (12) Investments in Unrestricted Subsidiaries, partnerships or
     joint ventures involving the Company or its Restricted Subsidiaries, if the
     amount of such Investment (after taking into account the amount of all
     other Investments made pursuant to this clause (12), less any return of
     capital realized or any repayment of principal received on such Permitted
     Investments, or any release or other cancellation of any Guarantee
     constituting such Permitted Investment, which has not at such time been
     reinvested in Permitted Investments made pursuant to this clause (12)),
     does not exceed 2.5% of the Company's Consolidated Assets);

               (13) the acquisition by a Receivables Subsidiary in connection
     with a Qualified Receivables Transaction of Equity Interests of a trust or
     other Person established by such Receivables Subsidiary to effect such
     Qualified Receivables Transaction; and any other Investment by the Company
     or a Subsidiary of the Company in a Receivables Subsidiary or any
     Investment by a Receivables Subsidiary in any other Person in connection
     with a Qualified Receivables Transaction; and

               (14) Permitted Acquired Investments.

     "Permitted Liens" means:

               (1) Liens to secure (i) Indebtedness of the Company and any
     Guarantor under the Credit Agreement or any other Credit Facilities or to
     secure Indebtedness of a Restricted Subsidiary that is not a Guarantor; and
     (ii) Indebtedness and related Obligations of the Company and any Restricted
     Subsidiary Incurred pursuant to clause (17) of the second paragraph of
     Section 4.09 hereof and any refinancing thereof;

               (2) Liens in favor of the Company or the Guarantors;

               (3) Liens on property of a Person existing at the time such
     Person is merged with or into or consolidated with the Company or any
     Subsidiary of the Company; provided that such Liens do not secure any
     Indebtedness or other Obligations of the Company or its Restricted
     Subsidiaries;

               (4) Liens on property existing at the time of acquisition of the
     property by the Company or any Subsidiary of the Company, provided that
     such Liens were in existence prior to the contemplation of such
     acquisition; provided, further, that such Liens do not secure any
     Indebtedness or other Obligations of the Company or its Restricted
     Subsidiaries;

               (5) Liens to secure the performance of statutory obligations,
     surety or appeal bonds, performance bonds or other obligations of a like
     nature incurred in the ordinary course of business;

               (6) Liens to secure Indebtedness (including Capital Lease
     Obligations) and related Obligations permitted by clause (4) of the second
     paragraph of Section 4.09 hereof covering only the assets acquired with
     such Indebtedness;

               (7) Liens existing on the date of this Indenture;

               (8) Liens for taxes, assessments or governmental charges or
     claims that are not yet delinquent or that are being contested in good
     faith by appropriate proceedings promptly instituted and diligently
     concluded, provided that any reserve or other appropriate provision as is
     required in conformity with GAAP has been made therefor;


                                       16



               (9) Liens on assets of the Company or a Receivables Subsidiary
     incurred in connection with a Qualified Receivables Transaction and Liens
     on cash, cash equivalents, accounts receivable and related intangibles;

               (10) Liens on Equity Interests and other securities or
     obligations of an Unrestricted Subsidiary;

               (11) Liens replacing any of the items set forth in clauses (1),
     (3), (4) and (7) above, provided, that (A) the principal amount of the
     Indebtedness secured by such Liens shall not be increased (except with
     respect to premiums or other payments paid in connection with a concurrent
     Refinancing of such Indebtedness and the expenses incurred in connection
     therewith), (B) such Liens shall be limited to the property or assets
     encumbered by the Lien so replaced and (C) the principal amount of the
     Indebtedness secured by such Liens, determined as of the date of
     incurrence, has a Weighted Average Life to Maturity at least equal to the
     remaining Weighted Average Life to Maturity of the Indebtedness being
     refinanced or repaid;

               (12) Liens encumbering cash proceeds (or securities purchased
     therewith) from Indebtedness permitted to be incurred pursuant to Section
     4.09 hereof which are set aside at the time of such incurrence in order to
     secure an escrow arrangement pursuant to which such cash proceeds (or
     securities purchased therewith) are contemplated to ultimately be released
     to the Company or a Restricted Subsidiary or returned to the creditors with
     respect to such Indebtedness, provided, that such Liens are automatically
     released concurrently with the release of such cash proceeds (or securities
     purchased therewith) from such escrow arrangement;

               (13) Liens (including extensions, renewals and replacements
     thereof) upon property or assets created for the purpose of securing
     Indebtedness incurred to finance or Refinance the cost (including the cost
     of construction) of such property or assets, provided, that (A) the
     principal amount of the Indebtedness secured by such Lien does not exceed
     100% of the cost of such property or assets, (B) such Lien does not extend
     to or cover any property or assets other than the property or assets being
     financed or Refinanced by such Indebtedness and any improvements thereon,
     and (C) the Incurrence of such Indebtedness is permitted by Section 4.09
     hereof;

               (14) Liens securing Indebtedness and other Obligations of Foreign
     Subsidiaries permitted to be incurred under Section 4.09 hereof;

               (15) Liens (other than Liens securing Indebtedness expressly
     subordinated in right of payment to the Notes or the Guarantees) which,
     when the Indebtedness relating to those Liens is added to all other then
     outstanding Indebtedness of the Company and its Restricted Subsidiaries
     secured by Liens and not listed in clauses (1) through (14) above or (16)
     through (28) below, does not exceed 5% (or 10% following a Rating Event as
     such term is defined in Section 4.18) of the Consolidated Assets of the
     Company;

               (16) Liens incurred or deposits made in the ordinary course of
     business in connection with workers' compensation, unemployment insurance
     and other types of social security or similar obligations, including any
     Lien securing letters of credit issued in the ordinary course of business
     consistent with past practice in connection therewith, or to secure the
     performance of tenders, statutory obligations, surety and appeal bonds,
     bids, leases, government contracts, performance and return-of-money bonds
     and other similar obligations (exclusive of obligations for the payment of
     borrowed money);


                                       17



               (17) judgment Liens not accompanied by an Event of Default of the
     type described in clause (6) under Section 6.01 hereof arising from such
     judgment;

               (18) easements, rights-of-way, zoning restrictions, minor defects
     or irregularities in title and other similar charges or encumbrances in
     respect of real property not interfering in any material respect with the
     ordinary conduct of business of the Company or any of its Restricted
     Subsidiaries;

               (19) any interest or title of a lessor under any lease, whether
     or not characterized as capital or operating; provided, that such Liens do
     not extend to any property or assets which is not leased property subject
     to such lease;

               (20) Liens upon specific items of inventory or other goods and
     proceeds of any Person securing such Person's obligations in respect of
     bankers' acceptances issued or created for the account of such Person to
     facilitate the purchase, shipment or storage of such inventory or other
     goods;

               (21) Liens securing reimbursement obligations with respect to
     letters of credit which encumber documents and other property relating to
     such letters of credit and products and proceeds thereof,

               (22) Liens encumbering deposits made to secure obligations
     arising from statutory, regulatory, contractual, or warranty requirements
     of the Company or any of the Restricted Subsidiaries, including rights of
     offset and set-off;

               (23) leases or subleases granted to others not interfering in any
     material respect with the business of the Company or the Restricted
     Subsidiaries;

               (24) Liens securing Hedging Obligations;

               (25) Liens in favor of customs and revenue authorities arising as
     a matter of law to secure payment of custom duties in connection with
     importation of goods;

               (26) Liens encumbering initial deposits and margin deposits, and
     other Liens incurred in the ordinary course of business and that are within
     the general parameters customary in the industry; and

               (27) Liens arising from filing Uniform Commercial Code Financing
     statements regarding leases; and

               (28) Liens on Cash Management Obligations secured under the same
     security agreement that secures Obligations under the Credit Agreement.

          "Permitted Refinancing Indebtedness" means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

               (1) the principal amount (or accreted value, if applicable) of
          such Permitted Refinancing Indebtedness does not exceed the principal
          amount (or accreted value, if applicable) of the Indebtedness
          extended, refinanced, renewed, replaced, defeased or refunded (plus
          all accrued interest on the Indebtedness and the amount of all
          expenses and premiums incurred in connection therewith);


                                       18



               (2) such Permitted Refinancing Indebtedness has a final maturity
          date later than the final maturity date of, and has a Weighted Average
          Life to Maturity equal to or greater than the Weighted Average Life to
          Maturity of, the Indebtedness being extended, refinanced, renewed,
          replaced, defeased or refunded;

               (3) if the Indebtedness being extended, refinanced, renewed,
          replaced, defeased or refunded is subordinated in right of payment to
          the Notes, such Permitted Refinancing Indebtedness has a final
          maturity date later than the final maturity date of, and is
          subordinated in right of payment to, the Notes on terms at least as
          favorable to the Holders of Notes as those contained in the
          documentation governing the Indebtedness being extended, refinanced,
          renewed, replaced, defeased or refunded; and

               (4) such Indebtedness is incurred either by the Company, a
          Guarantor or by the Restricted Subsidiary who is the obligor on the
          Indebtedness being extended, refinanced, renewed, replaced, defeased
          or refunded.

          "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

          "Principals" means Heartland and any of its affiliates.

          "Private Placement Legend" means the legend set forth in Section
2.06(g)(1) to be placed on all Notes issued under this Indenture except where
otherwise permitted by the provisions of this Indenture.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Subsidiaries pursuant to
which the Company or any of its Subsidiaries sells, conveys or otherwise
transfers to (i) a Receivables Subsidiary (in the case of a transfer by the
Company or any of its Subsidiaries) and (ii) any other Person (in the case of a
transfer by a Receivables Subsidiary), or grants a security interest in, any
accounts receivable (whether now existing or arising in the future) of the
Company or any of its Subsidiaries, and any assets related thereto including,
without limitation, all collateral securing such accounts receivable, all
contracts and all guarantees or other obligations in respect of such accounts
receivable, proceeds of such accounts receivable and other assets which are
customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

          "Recapitalization Agreement" means that certain recapitalization
agreement dated August 1, 2000 between MascoTech, Inc. (now known as the
Company) and Riverside Company LLC, as amended.

          "Receivables" means receivables, chattel paper, instruments, documents
or intangibles evidencing or relating to the right to payment of money.
"Receivables" shall include the indebtedness and payment obligations of any
Person to the Company or a Subsidiary arising from a sale of merchandise or
services by the Company or such Subsidiary in the ordinary course of its
business, including any right to payment for goods sold or for services
rendered, and including the right to payment of any interest, finance charges,
returned check or late charges and other obligations of such Person with respect
thereto. Receivables shall also include (a) all of the Company's or such
Subsidiary's interest in the merchandise (including returned merchandise), if
any, relating to the sale which gave rise to such Receivable, (b) all other
security interests or Liens and property subject thereto from time to time
purporting to secure payment of such Receivable, whether pursuant to the
contract related to such Receivable or otherwise, together with all financing
statements signed by an Obligor describing any


                                       19



collateral securing such Receivable, and (c) all guarantees, insurance, letters
of credit and other agreements or arrangements of whatever character from time
to time supporting or securing payment of such Receivable whether pursuant to
the contract related to such Receivable or otherwise.

          "Receivables Facility" means the Receivables Transfer Agreement, dated
as of November 28, 2000, as amended from time to time, by and among MTSPC, Inc.,
Metaldyne Corporation, JP Morgan Chase Bank, and the other parties named
therein.

          "Receivables Subsidiary" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness
or any other Obligations (contingent or otherwise) of which (i) is guaranteed by
the Company or any Subsidiary of the Company (excluding guarantees of
Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to representations, warranties, covenants and indemnities entered into
in the ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates the Company or any Subsidiary of
the Company in any way other than pursuant to representations, warranties,
covenants and indemnities entered into in the ordinary course of business in
connection with a Qualified Receivables Transaction or (iii) subjects any
property or asset of the Company or any Subsidiary of the Company (other than
accounts receivable and related assets as provided in the definition of
"Qualified Receivables Transaction"), directly or indirectly, contingently or
otherwise, to the satisfaction thereof, other than pursuant to representations,
warranties, covenants, limited repurchase obligations and indemnities entered
into in the ordinary course of business in connection with a Qualified
Receivables Transaction, (b) with which neither the Company nor any Subsidiary
of the Company has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to the Company or such
Subsidiary than those that might be obtained at the time from Persons who are
not Affiliates of the Company, other than fees payable in the ordinary course of
business in connection with servicing accounts receivable and (c) with which
neither the Company nor any Subsidiary of the Company has any obligation to
maintain or preserve such Subsidiary's financial condition or cause such
Subsidiary to achieve certain levels of operating results. Any such designation
by the Board of Directors of the Company will be evidenced to the Trustee by
filing with the Trustee a certified copy of the resolution of the Board of
Directors (which resolution shall be conclusive) of the Company giving effect to
such designation and an Officers' Certificate certifying that such designation
complied with the foregoing conditions.

          "Reference Treasury Dealer" means Credit Suisse First Boston LLC and
its successors; provided, however, that if Credit Suisse First Boston LLC shall
cease to be a primary U.S. government securities dealer in New York City (a
"Primary Treasury Dealer"), the Company shall substitute therefor another
primary U.S. government securities dealer to be the Primary Treasury Dealer.

          "Reference Treasury Dealer Quotations" means, with respect to any
redemption date, the average as determined by the Trustee, of the bid and asked
prices of the Comparable Treasury Issue (expressed in each case as a percentage
of its principal amount) quoted in writing to the Trustee by the Reference
Treasury Dealer at 5:00 p.m. on the third Business Day preceding such redemption
date.

          "Refinance" means, with respect to any security or Indebtedness, a
renewal, extension, refinancing, replacement, amendment, restatement or
refunding of such security or Indebtedness, and shall include any successive
Refinancing of any of the foregoing. "Refinanced" and "Refinancing" shall have
correlative meanings.

          "Remaining Scheduled Payments" means, with respect to each Note to be
redeemed, the sum of (a) the redemption price of such note on November 1, 2008
and (b) the remaining scheduled payments of


                                       20



interest thereon that would be due on or prior to November 1, 2008 (but after
the related redemption date but for such redemption); provided, however, that if
such redemption date is not an interest payment date on the Notes, the amount of
the next succeeding scheduled interest payment on the Notes to be redeemed will
be reduced by the amount of interest accrued on those Notes to such redemption
date.

          "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the date hereof, among the Company, the Guarantors and
the other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time, and with respect to any
Additional Notes, one or more registration rights agreements among the Company,
the Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

          "Regulation S" means Regulation S promulgated under the Securities
Act.

          "Regulation S Global Note" means a Global Note bearing the Private
Placement Legend and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

          "Responsible Officer," when used with respect to the Trustee, means
any officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee), including any vice president, assistant vice
president, assistant secretary, trust officer or any other officer of the
Trustee customarily performing functions similar to those performed by any of
the above designated officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

          "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

          "Restricted Investment" means an Investment other than a Permitted
Investment.

          "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

          "Rule 144" means Rule 144 promulgated under the Securities Act.

          "Rule 144A" means Rule 144A promulgated under the Securities Act.

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated the Securities Act.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shareholder Agreement" means that certain shareholders agreement by
and among Heartland, Credit Suisse First Boston Equity Partners, L.P., Masco
Corporation, Richard Manoogian, their various affiliates and certain other
stockholders of the Company relating to their ownership in the Company.


                                       21



          "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

          "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

          "Stated Maturity" means, with respect to any installment of interest
or principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

          "Stock Purchase Agreement" means that certain stock purchase
agreement, dated May 17, 2002, by and among the Company, TriMas and Heartland
under which Heartland and other investors will acquire a majority of the common
stock of the Company.

          "Subordinated Notes" means the 11% Senior Subordinated Notes due 2012
issued by the Company on June 20, 2002.

          "Subordinated Note Indenture" means the indenture, dated as of June
20, 2002, by and among the Company, the guarantors party thereto and the
Trustee, pursuant to which the Subordinated Notes were issued.

          "Subsidiary" means, with respect to any specified Person:

               (1) any corporation, association or other business entity of
          which more than 50% of the total voting power of shares of Capital
          Stock entitled (without regard to the occurrence of any contingency)
          to vote in the election of directors, managers or trustees of the
          corporation, association or other business entity is at the time owned
          or controlled, directly or indirectly, by that Person or one or more
          of the other Subsidiaries of that Person (or a combination thereof);
          and

               (2) any partnership (a) the sole general partner or the managing
          general partner of which is such Person or a Subsidiary of such Person
          or (b) the only general partners of which are that Person or one or
          more Subsidiaries of that Person (or any combination thereof).

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb) as in effect on the date on which this Indenture is qualified
under the TIA.

          "TriMas" means TriMas Corporation, a Delaware corporation.

          "TriMas Corporate Services Agreement" means that certain corporate
services agreement by and between the Company and TriMas pursuant to which the
Company and its subsidiaries will provide management information systems, legal,
tax, accounting, human resources and other support services to TriMas.

          "TriMas Shareholders Agreement" means that certain shareholders
agreement by and among TriMas, Heartland, Metaldyne Company LLC and other
investors party thereto relating to their ownership in TriMas.


                                       22



          "Trustee" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

          "Unrestricted Global Note" means a permanent global Note substantially
in the form of Exhibit A attached hereto that bears the Global Note Legend and
that has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

          "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

          "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, but only to the extent that such Subsidiary is not party to
any agreement, contract, arrangement or understanding with the Company or any
Restricted Subsidiary of the Company unless the terms of all such agreements,
contracts, arrangements or understandings are no less favorable to the Company
or such Restricted Subsidiary than those that might be obtained at the time from
Persons who are not Affiliates of the Company.

          Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
officers' certificate certifying that such designation complied with the
preceding conditions and was permitted by Section 4.07 hereof. If, at any time,
any Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of the indenture and any Indebtedness of such Subsidiary
will be deemed to be incurred by a Restricted Subsidiary of the Company as of
such date and, if such Indebtedness is not permitted to be incurred as of such
date under Section 4.09 hereof, the Company will be in default of such covenant.
The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation will be
deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation will only be permitted if (1) such Indebtedness is permitted under
Section 4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no
Default or Event of Default would be in existence following such designation.

          "U.S. Person" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.

          "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

               (1) the sum of the products obtained by multiplying (a) the
          amount of each then remaining installment, sinking fund, serial
          maturity or other required payments of principal, including payment at
          final maturity, in respect of the Indebtedness, by (b) the number of
          years (calculated to the nearest one-twelfth) that will elapse between
          such date and the making of such payment; by

               (2) the then outstanding principal amount of such Indebtedness.


                                       23



          "Wholly-Owned Subsidiary" of any specified Person means a Subsidiary
of such Person all of the outstanding Capital Stock or other ownership interests
of which (other than directors' qualifying shares) shall at the time be owned by
such Person or by one or more Wholly-Owned Subsidiaries of such Person or by
such Person and one or more Wholly-Owned Subsidiaries of such Person.

Section 1.02 Other Definitions.

                                                                      Defined in
Term                                                                    Section
- ----                                                                  ----------
"Affiliate Transaction"............................................      4.11
"Asset Sale Offer".................................................      3.09
"Authentication Order".............................................      2.02
"Capital Spending" ................................................      4.09
"Change of Control Offer"..........................................      4.14
"Change of Control Payment"........................................      4.14
"Change of Control Payment Date"...................................      4.14
"Covenant Defeasance"..............................................      8.03
"DTC"..............................................................      2.03
"Event of Default".................................................      6.01
"Excess Proceeds"..................................................      4.10
"incur"............................................................      4.09
"Legal Defeasance".................................................      8.02
"Offer Amount".....................................................      3.09
"Offer Period".....................................................      3.09
"Paying Agent".....................................................      2.03
"Permitted Debt"...................................................      4.09
"Purchase Date"....................................................      3.09
"Registrar"........................................................      2.03
"Restricted Payments"..............................................      4.07

Section 1.03 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

          The following TIA terms used in this Indenture have the following
meanings:

          "indenture securities" means the Notes;

          "indenture security Holder" means a Holder of a Note;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

          All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
have the meanings so assigned to them.


                                       24



Section 1.04 Rules of Construction.

          Unless the context otherwise requires:

               (1) a term has the meaning assigned to it;

               (2) an accounting term not otherwise defined has the meaning
          assigned to it in accordance with GAAP;

               (3) "or" is not exclusive;

               (4) words in the singular include the plural, and in the plural
          include the singular;

               (5) "will" shall be interpreted to express a command;

               (6) provisions apply to successive events and transactions; and

               (7) references to sections of or rules under the Securities Act
          will be deemed to include substitute, replacement of successor
          sections or rules adopted by the SEC from time to time.

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01 Form and Dating.

          (a) General. The Notes and the Trustee's certificate of authentication
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

          The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

          (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibit attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
be specified therein and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions. Any endorsement of a Global Note to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Notes
represented thereby will be made by the Trustee or the Custodian, at the
direction of the Trustee, in accordance with instructions given by the Holder
thereof as required by Section 2.06 hereof.

          (c) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" and the


                                       25



"General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of
Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearstream.

Section 2.02 Execution and Authentication.

          One Officer must sign the Notes for the Company by manual or facsimile
signature.

          If an Officer whose signature is on a Note no longer holds that office
at the time a Note is authenticated, the Note will nevertheless be valid.

          A Note will not be valid until authenticated by the manual signature
of the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

          On the Issue Date, the Trustee shall, upon written order of the
Company signed by an Officer (an "Authentication Order"), authenticate the
Initial Notes for original issue up to $150,000,000 in aggregate principal
amount and, upon delivery of any Authentication Order at any time and from time
to time thereafter, the Trustee shall authenticate Additional Notes and Exchange
Notes for original issue in an aggregate principal amount specified in such
Authentication Order.

          The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

          The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

          The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

          The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

          The Company will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Liquidated Damages, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon


                                       26



payment over to the Trustee, the Paying Agent (if other than the Company or a
Subsidiary) will have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it will segregate and hold in a separate trust
fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

          The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06 Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

               (1) the Company delivers to the Trustee notice from the
          Depositary that it is unwilling or unable to continue to act as
          Depositary or that it is no longer a clearing agency registered under
          the Exchange Act and, in either case, a successor Depositary is not
          appointed by the Company within 120 days after the date of such notice
          from the Depositary; or

               (2) the Company in its sole discretion determines that the Global
          Notes (in whole but not in part) should be exchanged for Definitive
          Notes and delivers a written notice to such effect to the Trustee.

          Upon the occurrence of either of the preceding events in (1) or (2)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

               (1) Transfer of Beneficial Interests in the Same Global Note.
          Beneficial interests in any Restricted Global Note may be transferred
          to Persons who take delivery thereof in the form of a


                                       27



          beneficial interest in the same Restricted Global Note in accordance
          with the transfer restrictions set forth in the Private Placement
          Legend; provided, however, that prior to the expiration of the
          Restricted Period, transfers of beneficial interests in the Regulation
          S Global Note may not be made to a U.S. Person or for the account or
          benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
          interests in any Unrestricted Global Note may be transferred to
          Persons who take delivery thereof in the form of a beneficial interest
          in an Unrestricted Global Note. No written orders or instructions
          shall be required to be delivered to the Registrar to effect the
          transfers described in this Section 2.06(b)(1).

               (2) All Other Transfers and Exchanges of Beneficial Interests in
          Global Notes. In connection with all transfers and exchanges of
          beneficial interests that are not subject to Section 2.06(b)(1) above,
          the transferor of such beneficial interest must deliver to the
          Registrar either:

                    (A) both:

                         (i) a written order from a Participant or an Indirect
                    Participant given to the Depositary in accordance with the
                    Applicable Procedures directing the Depositary to credit or
                    cause to be credited a beneficial interest in another Global
                    Note in an amount equal to the beneficial interest to be
                    transferred or exchanged; and

                         (ii) instructions given in accordance with the
                    Applicable Procedures containing information regarding the
                    Participant account to be credited with such increase; or

                    (B) both:

                         (i) a written order from a Participant or an Indirect
                    Participant given to the Depositary in accordance with the
                    Applicable Procedures directing the Depositary to cause to
                    be issued a Definitive Note in an amount equal to the
                    beneficial interest to be transferred or exchanged; and

                         (ii) instructions given by the Depositary to the
                    Registrar containing information regarding the Person in
                    whose name such Definitive Note shall be registered to
                    effect the transfer or exchange referred to in (1) above.
                    Upon consummation of an Exchange Offer by the Company in
                    accordance with Section 2.06(f) hereof, the requirements of
                    this Section 2.06(b)(2) shall be deemed to have been
                    satisfied upon receipt by the Registrar of the instructions
                    contained in the Letter of Transmittal delivered by the
                    Holder of such beneficial interests in the Restricted Global
                    Notes. Upon satisfaction of all of the requirements for
                    transfer or exchange of beneficial interests in Global Notes
                    contained in this Indenture and the Notes or otherwise
                    applicable under the Securities Act, the Trustee shall
                    adjust the principal amount of the relevant Global Note(s)
                    pursuant to Section 2.06(h) hereof.

               (3) Transfer of Beneficial Interests to Another Restricted Global
          Note. A beneficial interest in any Restricted Global Note may be
          transferred to a Person who takes delivery thereof in the form of a
          beneficial interest in another Restricted Global Note if the transfer
          complies with the requirements of Section 2.06(b)(2) above and the
          Registrar receives the following:


                                       28



                    (A) if the transferee will take delivery in the form of a
               beneficial interest in the 144A Global Note, then the transferor
               must deliver a certificate in the form of Exhibit B hereto,
               including the certifications in item (1) thereof;

                    (B) if the transferee will take delivery in the form of a
               beneficial interest in the Regulation S Global Note, then the
               transferor must deliver a certificate in the form of Exhibit B
               hereto, including the certifications in item (2) thereof; and

                    (C) if the transferee will take delivery in the form of a
               beneficial interest in the IAI Global Note, then the transferor
               must deliver a certificate in the form of Exhibit B hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable.

               (4) Transfer and Exchange of Beneficial Interests in a Restricted
          Global Note for Beneficial Interests in an Unrestricted Global Note. A
          beneficial interest in any Restricted Global Note may be exchanged by
          any holder thereof for a beneficial interest in an Unrestricted Global
          Note or transferred to a Person who takes delivery thereof in the form
          of a beneficial interest in an Unrestricted Global Note if the
          exchange or transfer complies with the requirements of Section
          2.06(b)(2) above and:

                    (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of the beneficial interest to be
               transferred, in the case of an exchange, or the transferee, in
               the case of a transfer, certifies in the applicable Letter of
               Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
               participating in the distribution of the Exchange Notes or (iii)
               a Person who is an affiliate (as defined in Rule 144) of the
               Company;

                    (B) such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (C) such transfer is effected by a Broker-Dealer pursuant to
               the Exchange Offer Registration Statement in accordance with the
               Registration Rights Agreement; or

                    (D) the Registrar receives the following:

                         (i) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to exchange such beneficial
                    interest for a beneficial interest in an Unrestricted Global
                    Note, a certificate from such holder in the form of Exhibit
                    C hereto, including the certifications in item (1)(a)
                    thereof; or

                         (ii) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to transfer such beneficial
                    interest to a Person who shall take delivery thereof in the
                    form of a beneficial interest in an Unrestricted Global
                    Note, a certificate from such holder in the form of Exhibit
                    B hereto, including the certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the


                                       29



               Private Placement Legend are no longer required in order to
               maintain compliance with the Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

               (1) Beneficial Interests in Restricted Global Notes to Restricted
          Definitive Notes. If any holder of a beneficial interest in a
          Restricted Global Note proposes to exchange such beneficial interest
          for a Restricted Definitive Note or to transfer such beneficial
          interest to a Person who takes delivery thereof in the form of a
          Restricted Definitive Note, then, upon receipt by the Registrar of the
          following documentation:

                    (A) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a Restricted Definitive Note, a certificate from
               such holder in the form of Exhibit C hereto, including the
               certifications in item (2)(a) thereof;

                    (B) if such beneficial interest is being transferred to a
               QIB in accordance with Rule 144A, a certificate to the effect set
               forth in Exhibit B hereto, including the certifications in item
               (1) thereof;

                    (C) if such beneficial interest is being transferred to a
               Non-U.S. Person in an offshore transaction in accordance with
               Rule 903 or Rule 904, a certificate to the effect set forth in
               Exhibit B hereto, including the certifications in item (2)
               thereof;

                    (D) if such beneficial interest is being transferred
               pursuant to an exemption from the registration requirements of
               the Securities Act in accordance with Rule 144, a certificate to
               the effect set forth in Exhibit B hereto, including the
               certifications in item (3)(a) thereof;

                    (E) if such beneficial interest is being transferred to an
               Institutional Accredited Investor in reliance on an exemption
               from the registration requirements of the Securities Act other
               than those listed in subparagraphs (B) through (D) above, a
               certificate to the effect set forth in Exhibit B hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable;

                    (F) if such beneficial interest is being transferred to the
               Company or any of its Subsidiaries, a certificate to the effect
               set forth in Exhibit B hereto, including the certifications in
               item (3)(b) thereof; or

                    (G) if such beneficial interest is being transferred
               pursuant to an effective registration statement under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(c) thereof,


                                       30



the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(1) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

               (2) Beneficial Interests in Restricted Global Notes to
          Unrestricted Definitive Notes. A holder of a beneficial interest in a
          Restricted Global Note may exchange such beneficial interest for an
          Unrestricted Definitive Note or may transfer such beneficial interest
          to a Person who takes delivery thereof in the form of an Unrestricted
          Definitive Note only if:

                    (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the holder of such beneficial interest, in the case
               of an exchange, or the transferee, in the case of a transfer,
               certifies in the applicable Letter of Transmittal that it is not
               (i) a Broker-Dealer, (ii) a Person participating in the
               distribution of the Exchange Notes or (iii) a Person who is an
               affiliate (as defined in Rule 144) of the Company;

                    (B) such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (C) such transfer is effected by a Broker-Dealer pursuant to
               the Exchange Offer Registration Statement in accordance with the
               Registration Rights Agreement; or

                    (D) the Registrar receives the following:

                         (i) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to exchange such beneficial
                    interest for a Definitive Note that does not bear the
                    Private Placement Legend, a certificate from such holder in
                    the form of Exhibit C hereto, including the certifications
                    in item (1)(b) thereof; or

                         (ii) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to transfer such beneficial
                    interest to a Person who shall take delivery thereof in the
                    form of a Definitive Note that does not bear the Private
                    Placement Legend, a certificate from such holder in the form
                    of Exhibit B hereto, including the certifications in item
                    (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.


                                       31



               (3) Beneficial Interests in Unrestricted Global Notes to
          Unrestricted Definitive Notes. If any holder of a beneficial interest
          in an Unrestricted Global Note proposes to exchange such beneficial
          interest for a Definitive Note or to transfer such beneficial interest
          to a Person who takes delivery thereof in the form of a Definitive
          Note, then, upon satisfaction of the conditions set forth in Section
          2.06(b)(2) hereof, the Trustee will cause the aggregate principal
          amount of the applicable Global Note to be reduced accordingly
          pursuant to Section 2.06(h) hereof, and the Company will execute and
          the Trustee will authenticate and deliver to the Person designated in
          the instructions a Definitive Note in the appropriate principal
          amount. Any Definitive Note issued in exchange for a beneficial
          interest pursuant to this Section 2.06(c)(3) will be registered in
          such name or names and in such authorized denomination or
          denominations as the holder of such beneficial interest requests
          through instructions to the Registrar from or through the Depositary
          and the Participant or Indirect Participant. The Trustee will deliver
          such Definitive Notes to the Persons in whose names such Notes are so
          registered. Any Definitive Note issued in exchange for a beneficial
          interest pursuant to this Section 2.06(c)(3) will not bear the Private
          Placement Legend.

          (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

               (1) Restricted Definitive Notes to Beneficial Interests in
          Restricted Global Notes. If any Holder of a Restricted Definitive Note
          proposes to exchange such Note for a beneficial interest in a
          Restricted Global Note or to transfer such Restricted Definitive Notes
          to a Person who takes delivery thereof in the form of a beneficial
          interest in a Restricted Global Note, then, upon receipt by the
          Registrar of the following documentation:

                    (A) if the Holder of such Restricted Definitive Note
               proposes to exchange such Note for a beneficial interest in a
               Restricted Global Note, a certificate from such Holder in the
               form of Exhibit C hereto, including the certifications in item
               (2)(b) thereof;

                    (B) if such Restricted Definitive Note is being transferred
               to a QIB in accordance with Rule 144A, a certificate to the
               effect set forth in Exhibit B hereto, including the
               certifications in item (1) thereof;

                    (C) if such Restricted Definitive Note is being transferred
               to a Non-U.S. Person in an offshore transaction in accordance
               with Rule 903 or Rule 904, a certificate to the effect set forth
               in Exhibit B hereto, including the certifications in item (2)
               thereof;

                    (D) if such Restricted Definitive Note is being transferred
               pursuant to an exemption from the registration requirements of
               the Securities Act in accordance with Rule 144, a certificate to
               the effect set forth in Exhibit B hereto, including the
               certifications in item (3)(a) thereof;

                    (E) if such Restricted Definitive Note is being transferred
               to an Institutional Accredited Investor in reliance on an
               exemption from the registration requirements of the Securities
               Act other than those listed in subparagraphs (B) through (D)
               above, a certificate to the effect set forth in Exhibit B hereto,
               including the certifications, certificates and Opinion of Counsel
               required by item (3) thereof, if applicable;

                    (F) if such Restricted Definitive Note is being transferred
               to the Company or any of its Subsidiaries, a certificate to the
               effect set forth in Exhibit B hereto, including the
               certifications in item (3)(b) thereof; or


                                       32



                    (G) if such Restricted Definitive Note is being transferred
               pursuant to an effective registration statement under the
               Securities Act, a certificate to the effect set forth in Exhibit
               B hereto, including the certifications in item (3)(c) thereof,

               the Trustee will cancel the Restricted Definitive Note, increase
               or cause to be increased the aggregate principal amount of, in
               the case of clause (A) above, the appropriate Restricted Global
               Note, in the case of clause (B) above, the 144A Global Note, in
               the case of clause (C) above, the Regulation S Global Note, and
               in all other cases, the IAI Global Note.

               (2) Restricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of a Restricted Definitive Note
          may exchange such Note for a beneficial interest in an Unrestricted
          Global Note or transfer such Restricted Definitive Note to a Person
          who takes delivery thereof in the form of a beneficial interest in an
          Unrestricted Global Note only if:

                    (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (i) a
               Broker-Dealer, (ii) a Person participating in the distribution of
               the Exchange Notes or (iii) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

                    (B) such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (C) such transfer is effected by a Broker-Dealer pursuant to
               the Exchange Offer Registration Statement in accordance with the
               Registration Rights Agreement; or

                    (D) the Registrar receives the following:

                         (i) if the Holder of such Definitive Notes proposes to
                    exchange such Notes for a beneficial interest in the
                    Unrestricted Global Note, a certificate from such Holder in
                    the form of Exhibit C hereto, including the certifications
                    in item (1)(c) thereof; or

                         (ii) if the Holder of such Definitive Notes proposes to
                    transfer such Notes to a Person who shall take delivery
                    thereof in the form of a beneficial interest in the
                    Unrestricted Global Note, a certificate from such Holder in
                    the form of Exhibit B hereto, including the certifications
                    in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests or if the Applicable Procedures so require,
               an Opinion of Counsel in form reasonably acceptable to the
               Registrar to the effect that such exchange or transfer is in
               compliance with the Securities Act and that the restrictions on
               transfer contained herein and in the Private Placement Legend are
               no longer required in order to maintain compliance with the
               Securities Act.

               Upon satisfaction of the conditions of any of the subparagraphs
          in this Section 2.06(d)(2), the Trustee will cancel the Definitive
          Notes and increase or cause to be increased the aggregate principal
          amount of the Unrestricted Global Note.


                                       33



               (3) Unrestricted Definitive Notes to Beneficial Interests in
          Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
          may exchange such Note for a beneficial interest in an Unrestricted
          Global Note or transfer such Definitive Notes to a Person who takes
          delivery thereof in the form of a beneficial interest in an
          Unrestricted Global Note at any time. Upon receipt of a request for
          such an exchange or transfer, the Trustee will cancel the applicable
          Unrestricted Definitive Note and increase or cause to be increased the
          aggregate principal amount of one of the Unrestricted Global Notes.

               If any such exchange or transfer from a Definitive Note to a
          beneficial interest is effected pursuant to subparagraphs (2)(B),
          (2)(D) or (3) above at a time when an Unrestricted Global Note has not
          yet been issued, the Company will issue and, upon receipt of an
          Authentication Order in accordance with Section 2.02 hereof, the
          Trustee will authenticate one or more Unrestricted Global Notes in an
          aggregate principal amount equal to the principal amount of Definitive
          Notes so transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

               (1) Restricted Definitive Notes to Restricted Definitive Notes.
          Any Restricted Definitive Note may be transferred to and registered in
          the name of Persons who take delivery thereof in the form of a
          Restricted Definitive Note if the Registrar receives the following:

                    (A) if the transfer will be made pursuant to Rule 144A under
               the Securities Act, then the transferor must deliver a
               certificate in the form of Exhibit B hereto, including the
               certifications in item (1) thereof;

                    (B) if the transfer will be made pursuant to Rule 903 or
               Rule 904, then the transferor must deliver a certificate in the
               form of Exhibit B hereto, including the certifications in item
               (2) thereof; and

                    (C) if the transfer will be made pursuant to any other
               exemption from the registration requirements of the Securities
               Act, then the transferor must deliver a certificate in the form
               of Exhibit B hereto, including the certifications, certificates
               and Opinion of Counsel required by item (3) thereof, if
               applicable.

               (2) Restricted Definitive Notes to Unrestricted Definitive Notes.
          Any Restricted Definitive Note may be exchanged by the Holder thereof
          for an Unrestricted Definitive Note or transferred to a Person or
          Persons who take delivery thereof in the form of an Unrestricted
          Definitive Note if:

                    (A) such exchange or transfer is effected pursuant to the
               Exchange Offer in accordance with the Registration Rights
               Agreement and the Holder, in the case of an exchange, or the
               transferee, in the case of a transfer, certifies in the
               applicable Letter of Transmittal that it is not (i) a
               broker-dealer, (ii) a Person participating in the distribution


                                       34



               of the Exchange Notes or (iii) a Person who is an affiliate (as
               defined in Rule 144) of the Company;

                    (B) any such transfer is effected pursuant to the Shelf
               Registration Statement in accordance with the Registration Rights
               Agreement;

                    (C) any such transfer is effected by a Broker-Dealer
               pursuant to the Exchange Offer Registration Statement in
               accordance with the Registration Rights Agreement; or

                    (D) the Registrar receives the following:

                         (i) if the Holder of such Restricted Definitive Notes
                    proposes to exchange such Notes for an Unrestricted
                    Definitive Note, a certificate from such Holder in the form
                    of Exhibit C hereto, including the certifications in item
                    (1)(d) thereof; or

                         (ii) if the Holder of such Restricted Definitive Notes
                    proposes to transfer such Notes to a Person who shall take
                    delivery thereof in the form of an Unrestricted Definitive
                    Note, a certificate from such Holder in the form of Exhibit
                    B hereto, including the certifications in item (4) thereof;

               and, in each such case set forth in this subparagraph (D), if the
               Registrar so requests, an Opinion of Counsel in form reasonably
               acceptable to the Company to the effect that such exchange or
               transfer is in compliance with the Securities Act and that the
               restrictions on transfer contained herein and in the Private
               Placement Legend are no longer required in order to maintain
               compliance with the Securities Act.

               (3) Unrestricted Definitive Notes to Unrestricted Definitive
          Notes. A Holder of Unrestricted Definitive Notes may transfer such
          Notes to a Person who takes delivery thereof in the form of an
          Unrestricted Definitive Note. Upon receipt of a request to register
          such a transfer, the Registrar shall register the Unrestricted
          Definitive Notes pursuant to the instructions from the Holder thereof.

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

               (1) one or more Unrestricted Global Notes in an aggregate
          principal amount equal to the principal amount of the beneficial
          interests in the Restricted Global Notes tendered into the Exchange
          Offer by Persons that certify in the applicable Letters of Transmittal
          that (A) they are not Broker-Dealers, (B) they are not participating
          in a distribution of the Exchange Notes and (z) they are not
          affiliates (as defined in Rule 144) of the Company; and

               (2) Unrestricted Definitive Notes in an aggregate principal
          amount equal to the principal amount of the Restricted Definitive
          Notes accepted for exchange in the Exchange Offer.

          Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.


                                       35



          (g) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

               (1) Private Placement Legend.

                    (A) Except as permitted by subparagraph (B) below, each
               Global Note and each Definitive Note (and all Notes issued in
               exchange therefor or substitution thereof) shall bear the legend
               in substantially the following form:

"THIS NOTE (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT
FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION
THEREFROM. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF
THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS NOTE AGREES FOR THE BENEFIT OF THE ISSUERS THAT (A) THIS NOTE
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED
STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED
STATES IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE
SECURITIES ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE
SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO AN
INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, (V) TO THE ISSUERS OR ANY OF THEIR
SUBSIDIARIES OR (VI) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, IN EACH OF CASES (I) THROUGH (VI) IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER
WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE."

                    (B) Notwithstanding the foregoing, any Global Note or
               Definitive Note issued pursuant to subparagraphs (b)(4), (c)(2),
               (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this Section
               2.06 (and all Notes issued in exchange therefor or substitution
               thereof) will not bear the Private Placement Legend.

               (2) Global Note Legend. Each Global Note will bear a legend in
          substantially the following form:

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE


                                       36



TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
CONSENT OF METALDYNE CORPORATION.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

          (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

          (i) General Provisions Relating to Transfers and Exchanges.

               (1) To permit registrations of transfers and exchanges, the
          Company will execute and the Trustee will authenticate Global Notes
          and Definitive Notes upon receipt of an Authentication Order in
          accordance with Section 2.02 or at the Registrar's request.

               (2) No service charge will be made to a Holder of a Global Note
          or to a Holder of a Definitive Note for any registration of transfer
          or exchange, but the Company may require payment of a sum sufficient
          to cover any transfer tax or similar governmental charge payable in
          connection therewith (other than any such transfer taxes or similar
          governmental charge payable upon exchange or transfer pursuant to
          Sections 2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). The Registrar
          will not be required to register the transfer of or exchange any Note
          selected for redemption in whole or in part, except the unredeemed
          portion of any Note being redeemed in part.

               (3) All Global Notes and Definitive Notes issued upon any
          registration of transfer or exchange of Global Notes or Definitive
          Notes will be the valid obligations of the Company,


                                       37



          evidencing the same debt, and entitled to the same benefits under this
          Indenture, as the Global Notes or Definitive Notes surrendered upon
          such registration of transfer or exchange.

               (4) The Company will not be required:

                    (A) to issue, to register the transfer of or to exchange any
               Notes during a period beginning at the opening of business 15
               days before the day of any selection of Notes for redemption
               under Section 3.02 hereof and ending at the close of business on
               the day of selection;

                    (B) to register the transfer of or to exchange any Note
               selected for redemption in whole or in part, except the
               unredeemed portion of any Note being redeemed in part; or

                    (C) to register the transfer of or to exchange a Note
               between a record date and the next succeeding interest payment
               date.

               (5) Prior to due presentment for the registration of a transfer
          of any Note, the Trustee, any Agent and the Company may deem and treat
          the Person in whose name any Note is registered as the absolute owner
          of such Note for the purpose of receiving payment of principal of and
          interest on such Notes and for all other purposes, and none of the
          Trustee, any Agent or the Company shall be affected by notice to the
          contrary.

               (6) The Trustee will authenticate Global Notes and Definitive
          Notes in accordance with the provisions of Section 2.02 hereof.

               (7) All certifications, certificates and Opinions of Counsel
          required to be submitted to the Registrar pursuant to this Section
          2.06 to effect a registration of transfer or exchange may be submitted
          by facsimile.

Section 2.07 Replacement Notes.

          If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

          Every replacement Note is an additional obligation of the Company and
will be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(c) hereof.


                                       38



          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

          If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

          If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes will be deemed to be no longer outstanding and will cease to accrue
interest.

Section 2.09 Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, will be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee will be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned will be so disregarded.

Section 2.10 Temporary Notes.

          Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary notes. Temporary notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate definitive Notes in exchange for temporary notes.

          Holders of temporary notes will be entitled to all of the benefits of
this Indenture.

Section 2.11 Cancellation.

          The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will dispose of
canceled Notes (subject to the record retention requirement of the Exchange
Act). The Company may not issue new Notes to replace Notes that it has paid or
that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

          If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.


                                       39



Section 2.13 CUSIP Numbers.

          The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Holders; provided that any such notice may
state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of a redemption and
that reliance may be placed only on the other identification numbers printed on
the Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company will promptly notify the Trustee of any
change in the "CUSIP" numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

          If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 45 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

               (1) the clause of this Indenture pursuant to which the redemption
          shall occur;

               (2) the redemption date;

               (3) the principal amount of Notes to be redeemed; and

               (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

          If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes for redemption or
purchase as follows:

               (1) if the Notes are listed on any national securities exchange,
          in compliance with the requirements of the principal national
          securities exchange on which the Notes are listed; or

               (2) if the Notes are not listed on any national securities
          exchange, on a pro rata basis, by lot or by such method as the Trustee
          shall deem fair and appropriate.

          In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

          The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000; except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.


                                       40



Section 3.03 Notice of Redemption.

          Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 12 of this Indenture.

          The notice will identify the Notes to be redeemed (including the CUSIP
or ISIN number) and will state:

               (1) the redemption date;

               (2) the redemption price;

               (3) if any Note is being redeemed in part, the portion of the
          principal amount of such Note to be redeemed and that, after the
          redemption date upon surrender of such Note, a new Note or Notes in
          principal amount equal to the unredeemed portion will be issued upon
          cancellation of the original Note;

               (4) the name and address of the Paying Agent;

               (5) that Notes called for redemption must be surrendered to the
          Paying Agent to collect the redemption price;

               (6) that, unless the Company defaults in making such redemption
          payment, interest on Notes called for redemption ceases to accrue on
          and after the redemption date;

               (7) the paragraph of the Notes and/or Section of this Indenture
          pursuant to which the Notes called for redemption are being redeemed;
          and

               (8) that no representation is made as to the correctness or
          accuracy of the CUSIP number, if any, listed in such notice or printed
          on the Notes.

          At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an Officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. A notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

          Prior to 10:00 a.m. (Eastern Standard Time) on the redemption or
purchase price date, the Company will deposit with the Trustee or with the
Paying Agent money sufficient to pay the redemption or purchase price of and
accrued interest and Liquidated Damages, if any, on all Notes to be redeemed or


                                       41



purchased on that date. The Trustee or the Paying Agent will promptly return to
the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption or purchase
price of, and accrued interest and Liquidated Damages, if any, on, all Notes to
be redeemed or purchased.

          If the Company complies with the provisions of the preceding
paragraph, on and after the redemption or purchase date, interest will cease to
accrue on the Notes or the portions of Notes called for redemption or purchase.
If a Note is redeemed or purchased on or after an interest record date but on or
prior to the related interest payment date, then any accrued and unpaid interest
shall be paid to the Person in whose name such Note was registered at the close
of business on such record date. If any Note called for redemption or purchase
is not so paid upon surrender for redemption or purchase because of the failure
of the Company to comply with the preceding paragraph, interest shall be paid on
the unpaid principal, from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

          Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

          (a) The Notes will not be subject to any redemption at the option of
the Company except as set forth in the following paragraphs.

          (b) The Notes may be redeemed, in whole part or in part, at any time
prior to November 1, 2008 at the option of the Company upon not less than 30 nor
more than 60 days prior notice mailed by first-class mail to each holder's
registered address, at a redemption price equal to, as determined by the
Reference Treasury Dealer, the sum of the present values of the Remaining
Schedule Payments discounted to the redemption date on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate, plus accrued and unpaid interest and Liquidated Damages, if any,
to the applicable date of redemption.

          (c) At any time prior to November 1, 2006, the Company may on any one
or more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 110% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that:

               (1) at least 65% of the aggregate principal amount of Notes
          issued under this Indenture remains outstanding immediately after the
          occurrence of such redemption (excluding Notes held by the Company and
          its Subsidiaries); and

               (2) the redemption must occur within 120 days of the date of the
          closing of such Equity Offering.

          (d) After November 1, 2008, the Company may redeem all or a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon, to the


                                       42



applicable redemption date, if redeemed during the twelve-month period beginning
on November 1 of the years indicated below:

Year                     Percentage
- ----                     ----------
2008..................    105.000%
2009..................    103.333%
2010..................    101.667%
2011 and thereafter...    100.000%

          (e) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Section 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

          The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

          In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

          The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or redeem with the proceeds of sales and assets. The Asset Sale Offer will
remain open for a period of at least 20 Business Days following its commencement
and not more than 30 Business Days, except to the extent that a longer period is
required by applicable law (the "Offer Period"). No later than three Business
Days after the termination of the Offer Period (the "Purchase Date"), the
Company will apply all Excess Proceeds (the "Offer Amount") to the purchase of
Notes and such other pari passu Indebtedness (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and
other Indebtedness tendered in response to the Asset Sale Offer. Payment for any
Notes so purchased will be made in the same manner as interest payments are
made.

          If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest, and
Liquidated Damages, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

          Upon the commencement of an Asset Sale Offer, the Company will send,
by first class mail, a notice to the Trustee and each of the Holders, with a
copy to the Trustee. The notice will contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The notice, which will govern the terms of the Asset Sale Offer, will
state:

               (1) that the Asset Sale Offer is being made pursuant to this
          Section 3.09 and Section 4.10 hereof and the length of time the Asset
          Sale Offer will remain open;

               (2) the Offer Amount, the purchase price and the Purchase Date;

               (3) that any Note not tendered or accepted for payment will
          continue to accrue interest;


                                       43



               (4) that, unless the Company defaults in making such payment, any
          Note accepted for payment pursuant to the Asset Sale Offer will cease
          to accrue interest after the Purchase Date;

               (5) that Holders electing to have a Note purchased pursuant to an
          Asset Sale Offer may elect to have Notes purchased in integral
          multiples of $1,000 only;

               (6) that Holders electing to have a Note purchased pursuant to
          any Asset Sale Offer will be required to surrender the Note, with the
          form entitled "Option of Holder to Elect Purchase" on the reverse of
          the Note completed, or transfer by book-entry transfer, to the
          Company, a Depositary, if appointed by the Company, or a Paying Agent
          at the address specified in the notice at least three days before the
          Purchase Date;

               (7) that Holders will be entitled to withdraw their election if
          the Company, the Depositary or the Paying Agent, as the case may be,
          receives, not later than the expiration of the Offer Period, a
          telegram, telex, facsimile transmission or letter setting forth the
          name of the Holder, the principal amount of the Note the Holder
          delivered for purchase and a statement that such Holder is withdrawing
          his election to have such Note purchased;

               (8) that, if the aggregate principal amount of Notes and other
          pari passu Indebtedness surrendered by Holders exceeds the Offer
          Amount, the Company will select the Notes and other pari passu
          Indebtedness to be purchased on a pro rata basis based on the
          principal amount of Notes and such other pari passu Indebtedness
          surrendered (with such adjustments as may be deemed appropriate by the
          Company so that only Notes in denominations of $1,000, or integral
          multiples thereof, will be purchased); and

               (9) that Holders whose Notes were purchased only in part will be
          issued new Notes equal in principal amount to the unpurchased portion
          of the Notes surrendered (or transferred by book-entry transfer).

          On or before the Purchase Date, the Company will, to the extent
lawful, accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and will deliver to the Trustee an Officers' Certificate stating that such Notes
or portions thereof were accepted for payment by the Company in accordance with
the terms of this Section 3.09. The Company, the Depositary or the Paying Agent,
as the case may be, will promptly (but in any case not later than five days
after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price of the Notes tendered by such Holder and accepted by
the Company for purchase, and the Company will promptly issue a new Note, and
the Trustee, upon written request from the Company will authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
will publicly announce the results of the Asset Sale Offer on the Purchase Date.

          Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                    COVENANTS

Section 4.01 Payment of Notes.


                                       44



          The Company shall pay or cause to be paid the principal of, premium,
if any, and interest and Liquidated Damages, if any, on the Notes on the dates
and in the manner provided in the Notes. Principal, premium, if any, and
interest and Liquidated Damages, if any will be considered paid on the date due
if the Paying Agent, if other than the Company or a Subsidiary thereof, holds as
of 10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

          The Company shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue principal at the rate equal
to 1% per annum in excess of the then applicable interest rate on the Notes to
the extent lawful; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency.

          The Company shall maintain in the Borough of Manhattan, the City of
New York, an office or agency (which may be an office of the Trustee or an
affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company fails to maintain any such required office or agency or fails
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

          The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission will in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company shall give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

          The Company hereby designates the Corporate Trust Office of the
Trustee as one such office or agency of the Company in accordance with Section
2.03 hereof.

Section 4.03 Reports.

          (a) Whether or not required by rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes, within the time periods specified in the SEC's rules and regulations:

               (1) all quarterly and annual reports that would be required to be
          filed with the SEC on Forms 10-Q and 10-K if the Company were required
          to file such reports; and

               (2) all current reports that would be required to be filed with
          the SEC on Form 8-K if the Company were required to file such reports.

All such reports shall be prepared in all material respects in accordance with
all of the rules and regulations applicable to such reports. Each annual report
on Form 10-K will include a report on the Company's consolidated financial
statements by the Company's certified independent accountants. In


                                       45



addition, the Company shall file a copy of each of the reports referred to in
clauses (1) and (2) above with the SEC for public availability within the time
periods specified in the rules and regulations applicable to such reports
(unless the SEC will not accept such a filing) and make such information
available to securities analysts and prospective investors upon request.

          If, at any time, the Company is no longer subject to the periodic
reporting requirements of the Exchange Act for any reason, the Company will
nevertheless continue filing the reports specified in the preceding paragraph
with the SEC within the time periods specified above unless the SEC will not
accept such a filing. The Company agrees that it will not take any action for
the purpose of causing the SEC not to accept any such filings. If,
notwithstanding the foregoing, the SEC will not accept the Company's filings for
any reason, the Company will post the reports referred to in the preceding
paragraph on its website within the time periods that would apply if the Company
were required to file those reports with the SEC.

          In addition, the Company and the Guarantors agree that, for so long as
any Notes remain outstanding, at any time they are not required to file the
reports required by the preceding paragraphs with the SEC, they shall furnish to
the Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act. The Company will at all times comply with TIA Section
314(a).

          Delivery of such reports, information and documents to the Trustee is
for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Company's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officers' Certificates).

Section 4.04 Compliance Certificate.

          (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate, one of the signers
of which is the chief executive, chief principal or chief accounting officer,
stating that a review of the activities of the Company and its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company has kept,
observed, performed and fulfilled its obligations under this Indenture, and
further stating, as to each such Officer signing such certificate, that to the
best of his or her knowledge the Company has kept, observed, performed and
fulfilled each and every covenant contained in this Indenture and is not in
default in the performance or observance of any of the terms, provisions and
conditions of this Indenture (or, if a Default or Event of Default has occurred,
describing all such Defaults or Events of Default of which he or she may have
knowledge and what action the Company is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company is taking or proposes to
take with respect thereto.

          (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such


                                       46



accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

          (c) So long as any of the Notes are outstanding, the Company shall
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05 Taxes.

          The Company shall pay, and shall cause each of its Subsidiaries to
pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

          The Company and each of the Guarantors covenants (to the extent that
it may lawfully do so) that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Company and each of the Guarantors (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

          (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly:

               (1) declare or pay any dividend or make any other payment or
          distribution on account of the Company's Equity Interests (including,
          without limitation, any payment in connection with any merger or
          consolidation involving the Company or any of its Restricted
          Subsidiaries) or to the direct or indirect holders of the Company's
          Equity Interests in their capacity as such (other than dividends or
          distributions payable in Equity Interests (other than Disqualified
          Stock) of the Company or to the Company or a Restricted Subsidiary of
          the Company);

               (2) purchase, redeem or otherwise acquire or retire for value
          (including, without limitation, in connection with any merger or
          consolidation involving the Company) any Equity Interests of the
          Company;

               (3) purchase, redeem, defease or otherwise acquire or retire for
          value any Indebtedness that is subordinated to the Notes or the Note
          Guarantees, except a purchase, redemption, defeasance or other
          acquisition or retirement for value in anticipation of satisfying a
          sinking fund obligation, principal installment or final maturity, in
          each case due within one year of the date of such acquisition or
          retirement; or

               (4) make any Restricted Investment


                                       47



(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

               (1) no Default or Event of Default has occurred and is continuing
          or would occur as a consequence of such Restricted Payment; and

               (2) the Company would, after giving pro forma effect thereto as
          if such Restricted Payment had been made at the beginning of the
          applicable four-quarter period, have been permitted to incur at least
          $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage
          Ratio test set forth in the first paragraph of Section 4.09 hereof;
          and

               (3) such Restricted Payment, together with the aggregate amount
          of all other Restricted Payments made by the Company and its
          Restricted Subsidiaries after the date of this Indenture (excluding
          Restricted Payments permitted by clauses (2), (3), (4), (9) and, to
          the extent reducing Consolidated Net Income, (10), (12) and (13) of
          paragraph (b) below), is less than the sum, without duplication, of:

                    (A) 50% of the Consolidated Net Income of the Company for
               the period (taken as one accounting period) from the beginning of
               the first fiscal quarter commencing after the date of this
               Indenture to the end of the Company's most recently ended fiscal
               quarter for which internal financial statements are available at
               the time of such Restricted Payment (or, if such Consolidated Net
               Income for such period is a deficit, less 100% of such deficit),
               plus

                    (B) 100% of the aggregate net proceeds received by the
               Company since the date of this Indenture, including the fair
               market value of property other than cash (determined in good
               faith by the Board of Directors), as a contribution to its common
               equity capital or from the issue or sale of Equity Interests of
               the Company (other than Disqualified Stock) or from the issue or
               sale of convertible or exchangeable Disqualified Stock or
               convertible or exchangeable debt securities of the Company that
               have been converted into or exchanged for such Equity Interests
               (other than Equity Interests (or Disqualified Stock or debt
               securities) sold to a Subsidiary of the Company), provided, that
               (1) any such net proceeds received, directly or indirectly, by
               the Company from an employee stock ownership plan financed by
               loans from the Company or a Subsidiary of the Company shall be
               included only to the extent such loans have been repaid with cash
               on or prior to the date of determination and (2) any net proceeds
               received in a form other than cash (other than on conversion or
               in exchange for a security issued for cash to the extent of the
               cash received) from a person that is an Affiliate of the Company
               prior to such receipt shall be excluded from this clause 3(B);
               plus

                    (C) the amount by which Indebtedness of the Company or any
               Restricted Subsidiary is reduced on the Company's balance sheet
               upon the conversion or exchange (other than by a Restricted
               Subsidiary) subsequent to the date of this Indenture of any
               Indebtedness of the Company or any Restricted Subsidiary into
               Capital Stock (other than Redeemable Stock) of the Company (less
               the amount of any cash or other property (other than such Capital
               Stock) distributed by the Company or any Restricted Subsidiary
               upon such conversion or exchange); plus

                    (D) to the extent that any Restricted Investment that was
               made after the date of this Indenture is sold for cash or
               otherwise liquidated or repaid for cash, the lesser of (i)


                                       48



               the cash return of capital with respect to such Restricted
               Investment (less the cost of disposition, if any) and (ii) the
               initial amount of such Restricted Investment; plus

                    (E) to the extent that any Unrestricted Subsidiary of the
               Company is redesignated as a Restricted Subsidiary after the date
               of this Indenture, the lesser of (i) the fair market value of the
               Company's Investment in such Subsidiary as of the date of such
               redesignation or (ii) such fair market value as of the date on
               which such Subsidiary was originally designated as an
               Unrestricted Subsidiary.

          (b) So long as no Default has occurred and is continuing or would be
caused thereby (except as to clauses (1) through (4), (6), (8), (9), (10), (11)
and (13) below), the provisions of Section 4.07(a) will not prohibit:

               (1) the payment of any dividend within 60 days after the date of
          declaration of the dividend, if at the date of declaration the
          dividend payment would have complied with the provisions of this
          Indenture;

               (2) the redemption, repurchase, retirement, defeasance or other
          acquisition of any subordinated Indebtedness of the Company or any
          Guarantor or of any Equity Interests of the Company in exchange for,
          or out of the net cash proceeds of the substantially concurrent sale
          (other than to a Restricted Subsidiary) of, Equity Interests (other
          than Disqualified Stock) of the Company or a substantially concurrent
          capital contribution to the Company; provided that the amount of any
          such net cash proceeds that are utilized for any such redemption,
          repurchase, retirement, defeasance or other acquisition shall be
          excluded from clause (3)(B) of the preceding paragraph;

               (3) the defeasance, redemption, repurchase or other acquisition
          of subordinated Indebtedness of the Company or any Guarantor in
          exchange for, or with the net cash proceeds from, an incurrence of
          Permitted Refinancing Indebtedness or other Indebtedness incurred
          under Section 4.09(a) hereof;

               (4) the defeasance, redemption, repurchase or other acquisition
          of subordinated Indebtedness from Net Proceeds to the extent not
          prohibited under Section 4.10 hereof, provided, that such purchase or
          redemption shall be excluded from the calculation of the amount
          available for Restricted Payments pursuant to the preceding paragraph;

               (5) the defeasance, redemption, repurchase or other acquisition
          of subordinated Indebtedness or Disqualified Stock of the Company or
          any Guarantor following a Change of Control after the Company shall
          have complied with the provisions under Section 4.14 hereof, including
          payment of the applicable Change of Control Payment;

               (6) the repurchase, redemption or other acquisition or retirement
          for value of any Equity Interests of the Company held by any member of
          the Company's (or any of its Subsidiaries') management pursuant to any
          management equity subscription agreement, stock option agreement or
          other equity incentive agreement or plan or held by any former owners
          of a business acquired by the Company or former employees of the
          Company or any of its Subsidiaries and, in either case, acquired in
          connection with a sale of a business to the Company; provided, that
          the aggregate price paid for all such repurchased, redeemed, acquired
          or retired Equity Interests may not exceed $7.5 million in any
          twelve-month period plus any unutilized portion of such amount in any
          prior fiscal year;


                                       49



               (7) any Investment made by the exchange for, or out of the
          proceeds of, a capital contribution in respect of or the substantially
          concurrent sale of, Capital Stock (other than Disqualified Stock) of
          the Company to the extent the net cash proceeds thereof are received
          by the Company, provided, that the amount of such capital contribution
          or proceeds used to make such Investment shall be excluded from the
          calculation of the amount available for Restricted Payments pursuant
          to the preceding paragraph;

               (8) the payment of the Saturn Proceeds under the Recapitalization
          Agreement;

               (9) payments required or contemplated by the terms of the
          Recapitalization Agreement and related documentation as in effect on
          the date of issuance of the Notes, including in respect of restricted
          stock awards of the Company;

               (10) the repurchase, redemption or other acquisition or
          retirement of Existing Preferred Stock or New Castle Preferred Stock;
          provided, that the aggregate amount of such payments under this clause
          (10) shall not exceed $15.0 million since the date of this Indenture;

               (11) Restricted Investments in an aggregate amount not to exceed
          the net cash proceeds received by the Company and its Restricted
          Subsidiaries (calculated on an after-tax basis) from the sale of
          common stock of TriMas owned by the Company and its Restricted
          Subsidiaries after March 30, 2003;

               (12) other Restricted Payments in an aggregate amount not to
          exceed $30.0 million; and

               (13) the application of the proceeds of the Notes to repurchase,
          redeem, or acquire the Company's 4.5% subordinated debentures due
          2003.

          The amount of all Restricted Payments (other than cash) will be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this Section 4.07 will be determined by the Board of Directors acting in good
faith whose resolution with respect thereto shall be conclusive. Any payments
hereunder shall be calculated net of amounts for which the Company or any
Restricted Subsidiary is reimbursed under the Stock Purchase Agreement.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

          (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

               (1) pay dividends or make any other distributions on its Capital
          Stock to the Company or any of its Restricted Subsidiaries, or with
          respect to any other interest or participation in, or measured by, its
          profits, or pay any Indebtedness owed to the Company or any of its
          Restricted Subsidiaries;

               (2) make loans or advances to the Company or any of its
          Restricted Subsidiaries; or

               (3) transfer any of its properties or assets to the Company or
          any of its Restricted Subsidiaries.


                                       50



          (b) However, the preceding restrictions in Section 4.08(a) will not
apply to encumbrances or restrictions existing under or by reason of:

               (1) agreements governing Existing Indebtedness and Credit
          Facilities as in effect on the date of this Indenture and any
          amendments, modifications, restatements, renewals, increases,
          supplements, refundings, replacements or refinancing of those
          agreements, provided that the amendments, modifications, restatements,
          renewals, increases, supplements, refundings, replacements or
          refinancings are no more restrictive, taken as a whole, with respect
          to such dividend and other payment restrictions than those contained
          in those agreements on the date of this Indenture;

               (2) this Indenture, the Notes and the Note Guarantees;

               (3) applicable law;

               (4) customary non-assignment provisions in leases entered into in
          the ordinary course of business and consistent with past practices;

               (5) purchase money obligations for property acquired in the
          ordinary course of business that impose restrictions on the property
          of the nature described in clause (3) of Section 4.08(a);

               (6) any agreement for the sale or other disposition of a
          Restricted Subsidiary that restricts distributions by that Restricted
          Subsidiary pending its sale or other disposition;

               (7) Permitted Refinancing Indebtedness, provided that the
          restrictions contained in the agreements governing such Permitted
          Refinancing Indebtedness are no more restrictive, taken as a whole,
          than those contained in the agreements governing the Indebtedness
          being Refinanced;

               (8) Liens securing Indebtedness otherwise permitted to be
          incurred under the provisions of Section 4.12 hereof that limit the
          right of the debtor to dispose of the assets subject to such Liens;

               (9) provisions with respect to the disposition or distribution of
          assets or property in joint venture agreements, assets sale
          agreements, stock sale agreements and other similar agreements entered
          into in the ordinary course of business;

               (10) any agreement relating to any Indebtedness or Liens incurred
          by a Person (other than a Subsidiary of the Company that is a
          Subsidiary of the Company on the date of this Indenture or any
          Subsidiary carrying on any of the businesses of any such Subsidiary)
          prior to the date on which such Person became a Subsidiary of the
          Company and outstanding on such date and not incurred in anticipation
          of becoming a Subsidiary and not incurred to provide all or any
          portion of the funds utilized to consummate such acquisition, which
          encumbrance or restriction is not applicable to any Person, or the
          properties or assets of any Person, other than the Person so acquired;

               (11) any encumbrance or restriction with respect to a Foreign
          Subsidiary pursuant to an agreement relating to Indebtedness which is
          permitted under Section 4.09 hereof or Liens incurred by such Foreign
          Subsidiary;


                                       51



               (12) Indebtedness or other contractual requirements of a
          Receivables Subsidiary in connection with a Qualified Receivables
          Transaction, provided that such restrictions apply only to such
          Receivables Subsidiary; and

               (13) restrictions on cash or other deposits or net worth imposed
          by customers under contracts entered into in the ordinary course of
          business.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

          (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any Restricted Subsidiary that is not a Guarantor to issue any shares of
preferred stock; provided, however, that the Company may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, and the Restricted
Subsidiaries may incur Indebtedness or the Restricted Subsidiaries that are not
Guarantors may issue preferred stock, if the Fixed Charge Coverage Ratio for the
Company's most recently ended four full fiscal quarters for which financial
statements are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued
would have been at least 2.25 to 1.0, determined on a pro forma basis (including
a pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

          (b) The provisions of Section 4.09(a) will not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

               (1)  (a) the incurrence by the Company and any Restricted
                    Subsidiary of Indebtedness and letters of credit under the
                    revolving facility component of the Credit Facilities in an
                    aggregate principal amount at any one time outstanding under
                    this clause (1)(a) (with letters of credit being deemed to
                    have a principal amount equal to the maximum potential
                    liability of the Company and its Subsidiaries thereunder)
                    not to exceed $250.0 million; and

                    (b) the incurrence by the Company and any Restricted
                    Subsidiary of Indebtedness under the term loan components of
                    the Credit Facilities in an aggregate principal amount at
                    any one time outstanding under this clause (1)(b) not to
                    exceed $400.0 million, less the aggregate amount of all Net
                    Proceeds of Asset Sales applied by the Company or any of the
                    Restricted Subsidiaries to repay the principal of any term
                    Indebtedness under a Credit Facility since the date of this
                    Indenture; and

                    (c) the incurrence of Indebtedness of the Company or any
                    Restricted Subsidiary under one or more receivables
                    financing facilities pursuant to which the Company or any
                    Restricted Subsidiary pledges or otherwise borrows against
                    its Receivables in an aggregate principal amount which, when
                    taken together with all other Indebtedness Incurred pursuant
                    to this clause (c) and then outstanding, does not exceed 85%
                    of the consolidated book value of the Receivables of the
                    Company and the Restricted Subsidiaries (to the extent such
                    Receivables or any other Receivables of the Company or such
                    Restricted Subsidiary, as the case may be, are not then
                    being financed pursuant to a Qualified Receivables
                    Transaction or as a basis for Indebtedness Incurred pursuant
                    to clause (10) of this Section 4.09(b));


                                       52



               (2) the incurrence by the Company and the Restricted Subsidiaries
          of the Existing Indebtedness;

               (3) the incurrence by the Company and the Note Guarantors of
          Indebtedness represented by the Notes and the related Note Guarantees
          to be issued on the date of this Indenture and the Exchange Notes and
          the related Guarantees to be issued pursuant to the Registration
          Rights Agreement;

               (4) the incurrence by the Company or any of its Subsidiaries of
          Indebtedness represented by Capital Lease Obligations, mortgage
          financings, purchase money obligations or otherwise, in each case,
          incurred for the purpose of financing all or any part of the purchase
          price or cost of construction or improvement of property, plant or
          equipment used in the business of the Company or such Restricted
          Subsidiary ("Capital Spending") and incurred no later than 270 days
          after the date of such acquisition or the date of completion of such
          construction or improvement, provided, that the principal amount of
          any Indebtedness incurred pursuant to this clause (4) (other than
          Permitted Refinancing Indebtedness) at any time during a single fiscal
          year shall not exceed 30% of the total Capital Spending of the Company
          and the Restricted Subsidiaries made during the period of the most
          recently completed four consecutive fiscal quarters prior to the date
          of such incurrence;

               (5) the incurrence by the Company or any of its Restricted
          Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
          the net proceeds of which are used to refund, refinance or replace
          Indebtedness (other than intercompany Indebtedness) that was permitted
          by this Indenture to be incurred under Section 4.09(a) or clauses (2),
          (3), (4), (5), (8), (9) or (17) of this Section 4.09(b);

               (6) the incurrence by the Company or any of its Restricted
          Subsidiaries of intercompany Indebtedness between or among the Company
          and any of the Restricted Subsidiaries; provided, however, that:

                    (a) if the Company or any Guarantor is the obligor on such
                    Indebtedness, such Indebtedness must be (i) unsecured and
                    (ii) if the obligee is neither the Company nor a Guarantor,
                    expressly subordinated to the prior payment in full in cash
                    of all Obligations with respect to the Notes (in the case of
                    the Company) (or the Note Guarantee, in the case of a
                    Guarantor); and

                    (b) (i) any subsequent issuance or transfer of Equity
                    Interests that results in any such Indebtedness being held
                    by a Person other than the Company or a Restricted
                    Subsidiary of the Company and (ii) any sale or other
                    transfer of any such Indebtedness to a Person that is not
                    either the Company or a Restricted Subsidiary of the Company
                    will be deemed, in each case, to constitute an incurrence of
                    such Indebtedness by the Company or such Restricted
                    Subsidiary, as the case may be, that was not permitted by
                    this clause (6);

               (7) the incurrence by the Company or any of its Restricted
          Subsidiaries of Hedging Obligations that are incurred for the purpose
          of hedging (i) interest rate risk or the impact of interest rate
          fluctuations on the Company or any of the Restricted Subsidiaries and
          (ii) in the case of currency or commodity protection agreements,
          against currency exchange rate or commodity price fluctuations in the
          ordinary course of the Company and the Restricted Subsidiaries'
          respective businesses and, in the case of both (i) and (ii), not for
          purposes of speculation;


                                       53



               (8) the guarantee by the Company or any of the Guarantors of
          Indebtedness of the Company or a Restricted Subsidiary that was
          permitted to be incurred by another provision of this Section 4.09;

               (9) the accrual of interest, the accretion or amortization of
          original issue discount, the payment of interest on any Indebtedness
          in the form of additional Indebtedness with the same terms, and the
          payment of dividends on Disqualified Stock in the form of additional
          shares of similar Disqualified Stock shall not be deemed to be an
          incurrence of Indebtedness or an issuance of Disqualified Stock for
          purposes of this Section 4.09; provided, in each such case, that the
          amount thereof is included in Fixed Charges of the Company as accrued;

               (10) Indebtedness of Foreign Subsidiaries incurred for working
          capital purposes if, at the time of incurrence of such Indebtedness,
          and after giving effect thereto, the aggregate principal amount of all
          Indebtedness of the Foreign Subsidiaries incurred pursuant to this
          clause (10) and then outstanding does not exceed the amount equal to
          the sum of (x) 80% of the consolidated book value of the accounts
          receivable of the Foreign Subsidiaries and (y) 60% of the consolidated
          book value of the inventories of the Foreign Subsidiaries;

               (11) Indebtedness incurred in respect of (a) workers'
          compensation claims, self-insurance obligations, bankers' acceptances,
          performance, surety and similar bonds and completion guarantees
          provided by the Company or a Restricted Subsidiary in the ordinary
          course of business, (b) in respect of performance bonds or similar
          obligations of the Company or any of the Restricted Subsidiaries for
          or in connection with pledges, deposits or payments made or given in
          the ordinary course of business and not for money borrowed in
          connection with or to secure statutory, regulatory or similar
          obligations, including obligations under health, safety or
          environmental obligations, and (c) arising from guarantees to
          suppliers, lessors, licensees, contractors, franchises or customers of
          obligations incurred in the ordinary course of business and not for
          money borrowed;

               (12) Indebtedness arising from agreements of the Company or a
          Restricted Subsidiary providing for indemnification, adjustment of
          purchase price or similar obligations, in each case, incurred or
          assumed in connection with the disposition of any business, assets or
          Capital Stock of a Restricted Subsidiary, provided, that the maximum
          aggregate liability in respect of all such Indebtedness shall at no
          time exceed the gross proceeds actually received by the Company and
          the Restricted Subsidiaries in connection with such disposition;

               (13) Indebtedness arising from the honoring by a bank or other
          financial institution of a check, draft or similar instrument (except
          in the case of daylight overdrafts) drawn against insufficient funds
          in the ordinary course of business, provided, however, that such
          Indebtedness is extinguished within five Business Days of incurrence;

               (14) the incurrence by a Receivables Subsidiary of Indebtedness
          in a Qualified Receivables Transaction that is without recourse to the
          Company or to any other Subsidiary of the Company or their assets
          (other than such Receivables Subsidiary and its assets and, as to the
          Company or any Subsidiary of the Company, other than pursuant to
          representations, warranties, covenants and indemnities customary for
          such transactions) and is not guaranteed by any such Person;

               (15) the issuance and sale of preferred stock (a) by a Foreign
          Subsidiary in lieu of the issuance of non-voting common stock if (i)
          the laws of the jurisdiction of incorporation of such Subsidiary
          precludes the issuance of non-voting common stock and (ii) the
          preferential rights


                                       54



          afforded to the holders of such preferred stock are limited to those
          customarily provided for in such jurisdiction in respect of the
          issuance of non-voting stock, (b) by a Restricted Subsidiary which is
          a joint venture with a third party which is not an Affiliate of the
          Company or a Restricted Subsidiary, and (c) by a Restricted Subsidiary
          pursuant to obligations with respect to the issuance or sale of
          Preferred Stock which exist at the time such Person becomes a
          Restricted Subsidiary and which were not created in connection with or
          in contemplation of such Person becoming a Restricted Subsidiary;

               (16) the issuance by the Company of up to $32.0 million in
          aggregate principal amount of its senior subordinated notes to
          DaimlerChrysler Corporation or an affiliate thereof in connection with
          the acquisition of the capital stock of NC-M Chassis Systems, LLC not
          owned by the Company or a Restricted Subsidiary on the date of this
          Indenture, provided that (x) such senior subordinated notes shall be
          contractually subordinated to the Notes substantially on the terms
          contained in the Company's outstanding 11% Senior Subordinated Notes
          due 2012; and (y) such senior subordinated notes shall not amortize,
          mature or otherwise require any payments of principal thereon prior to
          the final stated maturity of the notes (other than customary change of
          control and asset sale provisions comparable to the 11% Senior
          Subordinated Notes due 2012); and

               (17) the incurrence by the Company or any of the Restricted
          Subsidiaries of additional Indebtedness in an aggregate principal
          amount (or accreted value, as applicable) at any time outstanding,
          including all Permitted Refinancing Indebtedness, incurred to refund,
          refinance or replace any Indebtedness incurred pursuant to this clause
          (17), not to exceed $50.0 million.

          For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (17) above,
or is entitled to be incurred pursuant to Section 4.09(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify, all or a portion of such item of Indebtedness, in any
manner that complies with this Section 4.09. Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture will be deemed to have been incurred on such
date in reliance on the exception provided by clauses (1) and (2) of the
definition of Permitted Debt. It is understood that Indebtedness incurred
pursuant to clauses (1) and (2) of the definition of Permitted Debt may be
refinanced, replaced, renewed or refunded with any other Indebtedness under
clauses (1) or (2), whether or not in the form of a bank credit facility.

          For purposes of determining compliance with any U.S.
dollar-denominated restriction on the incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness;
provided, that if such Indebtedness is incurred to Refinance other Indebtedness
denominated in a foreign currency, and such Refinancing would cause the
applicable U.S. dollar-denominated restriction to be exceeded if calculated at
the relevant currency exchange rate in effect on the date of such Refinancing,
such U.S. dollar-denominated restriction shall be deemed not to have been
exceeded so long as the principal amount of such Refinancing Indebtedness does
not exceed the principal amount of such Indebtedness being Refinanced.
Notwithstanding any other provision of this covenant, the maximum amount of
Indebtedness that the Company may incur pursuant to this covenant shall not be
deemed to be exceeded solely as a result of fluctuations in the exchange rate of
currencies. The principal amount of any Indebtedness incurred to Refinance other
Indebtedness, if incurred in a different currency from the Indebtedness being
Refinanced, shall be calculated based on the currency


                                       55



exchange rate applicable to the currencies in which such Refinancing
Indebtedness is denominated that is in effect on the date of such Refinancing.

Section 4.10 Asset Sales.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

               (1) the Company (or the Restricted Subsidiary, as the case may
          be) receives consideration at the time of the Asset Sale at least
          equal to the fair market value of the assets or Equity Interests
          issued or sold or otherwise disposed of;

               (2) the fair market value is determined by the Company's Board of
          Directors and evidenced by a resolution of the Board of Directors set
          forth in an Officers' Certificate delivered to the Trustee; and

               (3) either (a) at least 75% of the consideration received in the
          Asset Sale by the Company or such Restricted Subsidiary (other than
          the sale of equity securities of TriMas owned by the Company on the
          date of this Indenture) is in the form of cash or (b) the aggregate
          non-cash consideration for all Asset Sales not meeting the criteria
          set forth in the preceding clause (a) does not exceed a fair market
          value in excess of $20.0 million. For purposes of this provision, each
          of the following shall be deemed to be cash:

                    (A) any liabilities, as shown on the Company's or such
               Restricted Subsidiary's most recent consolidated balance sheet,
               of the Company or any Restricted Subsidiary (other than
               contingent liabilities and liabilities that are by their terms
               subordinated to the Notes or any Note Guarantee) that are assumed
               by the transferee of any such assets pursuant to a customary
               novation agreement that releases the Company or such Restricted
               Subsidiary from further liability; and

                    (B) any securities, notes or other obligations received by
               the Company or any such Restricted Subsidiary from such
               transferee to the extent within 60 days, subject to ordinary
               settlement periods, they are converted by the Company or such
               Restricted Subsidiary into cash.

          Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds:

               (1) to permanently repay Indebtedness and other Obligations under
          a Credit Facility and, if the Indebtedness repaid is revolving credit
          Indebtedness, to correspondingly reduce commitments with respect
          thereto or to reduce receivables advances and reduce commitments in
          respect of the Company's Receivables Facility;

               (2) to acquire assets of, or a majority of the Voting Stock of,
          any person owning assets used or usable in a business of the Company
          and the Restricted Subsidiaries; or

               (3) to make a capital expenditure.

               Pending the final application of any Net Proceeds, the Company
may temporarily reduce revolving credit borrowings or otherwise invest or use
the Net Proceeds in any manner that is not prohibited by this Indenture.


                                       56



               Any Net Proceeds from Asset Sales that are not applied or
invested as provided in the preceding paragraph (other than Net Proceeds from
the sale of the common stock of TriMas after the date of this Indenture) will
constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
exceeds $25.0 million, within five days thereof, the Company will make an Asset
Sale Offer to all Holders of Notes and all holders of other Indebtedness that is
pari passu with the Notes containing provisions similar to those set forth in
this Indenture with respect to offers to purchase or redeem with the proceeds of
sales of assets in accordance with Section 3.09 hereof to purchase the maximum
principal amount of Notes and such other pari passu Indebtedness that may be
purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer
will be equal to 100% of principal amount plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use those Excess Proceeds for any purpose not otherwise
prohibited by this Indenture. If the aggregate principal amount of Notes and
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes and such other
pari passu Indebtedness to be purchased on a pro rata basis. Upon completion of
each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero.

          The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the provisions of
Sections 3.09 or 4.10 of this Indenture, the Company shall comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under those provisions of this Indenture by virtue of
such conflict.

Section 4.11 Transactions with Affiliates.

          (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each an "Affiliate Transaction"), unless:

               (1) the Affiliate Transaction is on terms that are not materially
          less favorable, taken as a whole, to the Company or the relevant
          Restricted Subsidiary than those that would have been obtained at the
          time in a comparable transaction by the Company or such Restricted
          Subsidiary with an unaffiliated Person; and

               (2) the Company delivers to the Trustee:

                    (A) except when the opinion referred to in the following
               clause (b) is delivered, with respect to any Affiliate
               Transaction or series of related Affiliate Transactions involving
               aggregate consideration in excess of $5.0 million, a resolution
               of the Board of Directors set forth in an Officers' Certificate
               certifying that such Affiliate Transaction complies with Section
               4.11(a) and that such Affiliate Transaction has been approved by
               a majority of the disinterested members of the Board of
               Directors; and

                    (B) with respect to any Affiliate Transaction or series of
               related Affiliate Transactions involving aggregate consideration
               in excess of $25.0 million, an opinion as to the fairness to the
               Company of such Affiliate Transaction from a financial point of
               view issued by an accounting, appraisal or investment banking
               firm of national standing.


                                       57



          (b) The following items will not be deemed to be Affiliate
Transactions and, therefore, will not be subject to the provisions of Section
4.11(a):

               (1) loans or advances to employees, indemnification agreements
          with and the payment of fees and indemnities to directors, officers
          and full-time employees of the Company and the Restricted Subsidiaries
          and employment, non-competition or confidentiality agreements entered
          into with any such person in the ordinary course of business;

               (2) any issuance of securities, or other payments, awards or
          grants in cash, securities or otherwise pursuant to, or the funding
          of, employment, compensation or indemnification arrangements, stock
          options and stock ownership plans in the ordinary course of business
          to or with officers, directors or employees of the Company and the
          Restricted Subsidiaries, or approved by the Board of Directors;

               (3) transactions between or among the Company and/or its
          Restricted Subsidiaries;

               (4) transactions with a Person that is an Affiliate of the
          Company solely because the Company owns an Equity Interest in, or
          controls, such Person;

               (5) transactions pursuant to agreements existing on the date of
          this Indenture, including, without limitation, the Stock Purchase
          Agreement, the Shareholders Agreement, the TriMas Shareholders
          Agreement and the TriMas Corporate Services Agreement, and, in each
          case, any amendment or supplement thereto that, taken in its entirety,
          is no less favorable to the Company than such agreement as in effect
          on the date of this Indenture;

               (6) sales of Equity Interests (other than Disqualified Stock) of
          the Company to Affiliates of the Company or the receipt of capital
          contributions by the Company;

               (7) payment of certain fees under the Advisory Agreement;

               (8) transactions (in connection with a Qualified Receivables
          Transaction) between or among the Company and/or its Restricted
          Subsidiaries or transactions between a Receivables Subsidiary and any
          Person in which the Receivables Subsidiary has an Investment;

               (9) any management, service, purchase, lease, supply or similar
          agreement entered into in the ordinary course of the Company's
          business between the Company or any Restricted Subsidiary and any
          Unrestricted Subsidiary or any Affiliate, so long as the Company
          determines in good faith (which determination shall be conclusive)
          that any such agreement is on terms no less favorable to the Company
          or such Restricted Subsidiary than those that could be obtained in a
          comparable arm's-length transaction with an entity that is not an
          Affiliate; and

               (10) Restricted Payments and Permitted Investments that are
          permitted by Section 4.07 hereof.

Section 4.12 Liens.

          The Company shall not and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or otherwise
cause or suffer to exist or become effective any Lien of any kind (other than
Permitted Liens) upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under this Indenture and the Notes are secured
(x) equally and ratably with the obligations so secured as to such property or
assets for so long as such obligations will be so secured and


                                       58



(y) in the event that such obligations are subordinated to the Notes, on a
senior basis to such obligations as to such property or assets for so long as
such obligations will be so secured.

Section 4.13 Corporate Existence.

          Subject to Article 5 hereof, the Company shall do or cause to be done
all things necessary to preserve and keep in full force and effect:

               (1) its corporate existence, and the corporate, partnership or
          other existence of each of its Subsidiaries, in accordance with the
          respective organizational documents (as the same may be amended from
          time to time) of the Company or any such Subsidiary; and

               (2) the rights (charter and statutory), licenses and franchises
          of the Company and its Subsidiaries; provided, however, that the
          Company shall not be required to preserve any such right, license or
          franchise, or the corporate, partnership or other existence of any of
          its Subsidiaries, if the Board of Directors shall determine that the
          preservation thereof is no longer desirable in the conduct of the
          business of the Company and its Subsidiaries, taken as a whole, and
          that the loss thereof is not adverse in any material respect to the
          Holders of the Notes.

Section 4.14 Offer to Repurchase Upon Change of Control.

          (a) Upon the occurrence of a Change of Control, the Company shall make
an offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $1,000 or an integral multiple of $1,000) of each Holder's Notes
at a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages on the Notes repurchased, if
any, to the date of purchase (the "Change of Control Payment"). Within 15 days
following any Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and stating:

               (1) that the Change of Control Offer is being made pursuant to
          this Section 4.14 and that all Notes tendered will be accepted for
          payment;

               (2) the purchase price and the purchase date, which shall be no
          later than 30 business days from the date such notice is mailed (the
          "Change of Control Payment Date");

               (3) that any Note not tendered will continue to accrue interest;

               (4) that, unless the Company defaults in the payment of the
          Change of Control Payment, all Notes accepted for payment pursuant to
          the Change of Control Offer will cease to accrue interest after the
          Change of Control Payment Date;

               (5) that Holders electing to have any Notes purchased pursuant to
          a Change of Control Offer will be required to surrender the Notes,
          with the form entitled "Option of Holder to Elect Purchase" on the
          reverse of the Notes completed, to the Paying Agent at the address
          specified in the notice prior to the close of business on the third
          Business Day preceding the Change of Control Payment Date;

               (6) that Holders will be entitled to withdraw their election if
          the Paying Agent receives, not later than the close of business on the
          second Business Day preceding the Change of Control Payment Date, a
          telegram, telex, facsimile transmission or letter setting forth the
          name of the


                                       59



          Holder, the principal amount of Notes delivered for purchase, and a
          statement that such Holder is withdrawing his election to have the
          Notes purchased; and

               (7) that Holders whose Notes are being purchased only in part
          will be issued new Notes equal in principal amount to the unpurchased
          portion of the Notes surrendered, which unpurchased portion must be
          equal to $1,000 in principal amount or an integral multiple thereof.

          The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.14 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 or this Section 4.14 by virtue
of such conflict.

          (b) On the Change of Control Payment Date, the Company will, to the
extent lawful:

               (1) accept for payment all Notes or portions thereof properly
          tendered pursuant to the Change of Control Offer;

               (2) deposit with the Paying Agent an amount equal to the Change
          of Control Payment in respect of all Notes or portions of Notes
          properly tendered; and

               (3) deliver or cause to be delivered to the Trustee the Notes so
          accepted together with an Officers' Certificate stating the aggregate
          principal amount of Notes or portions of Notes being purchased by the
          Company.

          The Paying Agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Note equal in principal amount to any unpurchased portion of
the Notes surrendered, if any; provided that each new Note will be in a
principal amount of $1,000 or an integral multiple thereof. The Company will
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

          (c) Notwithstanding anything to the contrary in this Section 4.14, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.14 and Section 3.09 hereof and purchases all Notes validly tendered
and not withdrawn under the Change of Control Offer. Alternatively, the Company
may assign all or part of its obligations to purchase all Notes validly tendered
and not properly withdrawn under a Change of Control Offer to a third party. In
the event of such an assignment, the Company shall be released from its
obligations to purchase the Notes as to which the assignment relates subject to
the third party purchasing such Notes. A Change of Control Offer may be made in
advance of a Change of Control, and conditioned upon such Change of Control if a
definitive agreement is in place for the Change of Control at the time of making
of the Change of Control Offer. Notes repurchased by the Company pursuant to a
Change of Control Offer will have the status of Notes issued but not outstanding
or will be retired and canceled, at the option of the Company. Notes purchased
by a third party upon assignment will have the status of Note issued and
outstanding.

Section 4.15 Anti-Layering.


                                       60



          The Company shall not incur any Indebtedness (including Permitted
Debt) that is contractually subordinated in right of payment to any other
Indebtedness of the Company unless such Indebtedness is also contractually
subordinated in right of payment to the Notes on substantially identical terms;
provided, however, that no Indebtedness of the Company will be deemed to be
contractually subordinated in right of payment to any other Indebtedness of the
Company solely by virtue of being unsecured or by virtue of relative Lien
priorities.

Section 4.16 Additional Note Guarantees.

          After the date of this Indenture, the Company shall cause each
Restricted Subsidiary, other than a Subsidiary which is a Note Guarantor, that
becomes a Guarantor with respect to the obligations of the Company or a Domestic
Subsidiary, or a borrower, under the Credit Agreement:

               (1) to execute and deliver to the Trustee a supplemental
          indenture in form reasonably satisfactory to the Trustee pursuant to
          which such Restricted Subsidiary that is not a Guarantor shall
          unconditionally Guarantee, on a joint and several basis, the full and
          prompt payment of the principal of, premium and Liquidated Damages, if
          any, and interest on the Notes on a senior basis;

               (2) to execute and deliver to the Trustee an opinion of counsel
          (which may contain customary exceptions) that such supplemental
          indenture has been duly authorized, executed and delivered by such
          Restricted Subsidiary that is not a Guarantor and constitutes a legal,
          valid, binding and enforceable obligation of such Restricted
          Subsidiary that is not a Guarantor; and

               (3) to deliver an Officers' Certificate executed by the Company
          complying with Sections 12.04 and 12.05 hereof, with respect to such
          Restricted Subsidiary that is to become a Guarantor.

          Thereafter, such Restricted Subsidiary that was not a Guarantor shall
be a Guarantor for all purposes of this Indenture. The Company may cause any
other Restricted Subsidiary of the Company to issue a Guarantee and become a
Guarantor.

          The Guarantee of a Guarantor will be released pursuant to the
provisions set forth under Article 10 hereof.

Section 4.17 Designation of Restricted and Unrestricted Subsidiaries.

          The Board of Directors may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if that designation would not cause a Default. If a
Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate
fair market value of all outstanding Investments owned by the Company and the
Restricted Subsidiaries in the Subsidiary properly designated will be deemed to
be an Investment made as of the time of the designation and will reduce the
amount available for Restricted Payments under the first paragraph of Section
4.07 hereof or Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.

Section 4.18 Changes in Covenants When Notes are Rated Investment Grade

          Following the first date upon which the Notes are rated both Baa3 or
better by Moody's and BBB- or better by S&P (a "Rating Event") (or, if either
such person ceases to rate the Notes for reasons


                                       61



outside of the control of the Company, the equivalent investment grade credit
rating from any other "nationally recognized statistical rating organization"
(within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act) selected
by the Company as a replacement agency) (the "Rating Event Date") (and provided
no Event of Default or Default shall exist on the Rating Event Date), the
covenants in Sections 4.07, 4.08, 4.09, 4.10, 4.11 and 4.17 and clause (4) of
Section 5.01 hereof will no longer be applicable to the Notes.

          At no time after a Rating Event Date will the provisions and covenants
contained in this Indenture at the time of the issuance of the Notes that cease
to be applicable after the Rating Event Date be reinstated.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

          The Company shall not, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not the Company is the surviving
corporation), or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

               (1) either:

                    (A) the Company is the surviving corporation; or

                    (B) the Person formed by or surviving any such consolidation
               or merger (if other than the Company) or to which such sale,
               assignment, transfer, conveyance or other disposition has been
               made is a corporation organized or existing under the laws of the
               United States, any state of the United States or the District of
               Columbia;

               (2) the Person formed by or surviving any such consolidation or
          merger (if other than the Company) or the Person to which such sale,
          assignment, transfer, conveyance or other disposition shall have been
          made assumes all the obligations of the Company under the Notes, this
          Indenture and the Registration Rights Agreement pursuant to agreements
          reasonably satisfactory to the Trustee;

               (3) immediately after such transaction, no Default or Event of
          Default exists; and

               (4) the Company or the Person formed by or surviving any such
          consolidation or merger (if other than the Company), or to which such
          sale, assignment, transfer, conveyance or other disposition has been
          made will, on the date of such transaction after giving pro forma
          effect thereto and any related financing transactions as if the same
          had occurred at the beginning of the applicable four-quarter period,
          be permitted to incur at least $1.00 of additional Indebtedness
          pursuant to the Fixed Charge Coverage Ratio test set forth in Section
          4.09(a) hereof.

          In addition, the Company shall not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any of the Guarantors.


                                       62



          Notwithstanding anything in this Indenture, a Restricted Subsidiary
may consolidate with, merge into or convey, lease, sell, assign, transfer or
otherwise dispose of all or part of its properties and assets to the Company or
a Restricted Subsidiary; and the Company may merge with an Affiliate
incorporated solely for the purpose of reincorporating the Company in another
jurisdiction in the United States to realize tax or other benefits.

Section 5.02 Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale of all of
the Company's assets in a transaction that is subject to, and that complies with
the provisions of, Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

          Each of the following is an "Event of Default":

               (1) the Company defaults for 30 days in the payment when due of
          interest on, or Liquidated Damages with respect to, the Notes;

               (2) the Company defaults in the payment when due (at maturity,
          upon redemption or otherwise) of the principal of, or premium, if any,
          on the Notes;

               (3) failure by the Company or any of its Subsidiaries to comply
          with the provisions of Section 4.14 or 5.01 hereof after written
          notice to the Company by the Trustee or the Holders of at least 25% in
          aggregate principal amount of the outstanding Notes;

               (4) failure by the Company or any of its Subsidiaries to comply
          with any of the other agreements in this Indenture continued for 60
          days after written notice to the Company by the Trustee or the Holders
          of at least 25% in aggregate principal amount of the outstanding
          Notes;

               (5) default under any mortgage, indenture or instrument under
          which there may be issued or by which there may be secured or
          evidenced any Indebtedness for money borrowed by the Company or any of
          its Subsidiaries (or the payment of which is guaranteed by the Company
          or any of its Subsidiaries), whether such Indebtedness or guarantee
          now exists, or is created after the date of this Indenture, if that
          default:


                                       63



                    (A) is caused by a failure to pay principal of such
               Indebtedness at the final maturity thereof (a "Payment Default");
               or

                    (B) results in the acceleration of such Indebtedness prior
               to its express maturity,

               and, in each case, the principal amount of any such Indebtedness,
               together with the principal amount of any other such Indebtedness
               under which there has been a Payment Default or the maturity of
               which has been so accelerated, aggregates $20.0 million or more;

               (6) failure by the Company or any of its Restricted Subsidiaries
          to pay final judgments aggregating in excess of $20.0 million (net of
          any insurance proceeds available to pay such judgment), which
          judgments are not paid, discharged or stayed for a period of 60 days;

               (7) except as permitted by this Indenture, any Note Guarantee
          shall be held in any judicial proceeding to be unenforceable or
          invalid or shall cease for any reason to be in full force and effect
          or any Guarantor, or any Person acting on behalf of any Guarantor,
          shall deny or disaffirm its obligations under its Note Guarantee;

               (8) the Company or any of its Significant Subsidiaries or any
          group of Subsidiaries that, taken as a whole, would constitute a
          Significant Subsidiary pursuant to or within the meaning of Bankruptcy
          Law:

                    (A) commences a voluntary case,

                    (B) consents to the entry of an order for relief against it
               in an involuntary case,

                    (C) consents to the appointment of a custodian of it or for
               all or substantially all of its property,

                    (D) makes a general assignment for the benefit of its
               creditors, or

                    (E) generally is not paying its debts as they become due; or

               (9) a court of competent jurisdiction enters an order or decree
          under any Bankruptcy Law that:

                    (A) is for relief against the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary in an
               involuntary case;

                    (B) appoints a custodian of the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary or for all
               or substantially all of the property of the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary; or

                    (C) orders the liquidation of the Company or any of its
               Significant Subsidiaries or any group of Subsidiaries that, taken
               as a whole, would constitute a Significant Subsidiary;


                                       64



               and the order or decree remains unstayed and in effect for 60
               consecutive days.

Section 6.02 Acceleration.

          In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, with respect to the Company, all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the then outstanding Notes may declare all
the Notes to be due and payable immediately by giving notice in writing to the
Company and the Trustee specifying the respective Event of Default.

          Upon any such declaration, the Notes shall become due and payable
immediately. The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may on behalf of all of the
Holders rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default
(except nonpayment of principal, interest or premium that has become due solely
because of the acceleration) have been cured or waived.

          In the event of a declaration of acceleration of the Notes because an
Event of Default described in Section 6.01(5) has occurred and is continuing,
the declaration of acceleration of the Notes shall be automatically annulled if
the event of default or payment default triggering such Event of Default
pursuant to clause (5) shall be remedied or cured by the Company or a Restricted
Subsidiary or waived by the holders of the relevant Indebtedness within 60 days
after the declaration of acceleration with respect thereto and if (a) the
annulment of the acceleration of the Notes would not conflict with any judgment
or decree of a court of competent jurisdiction and (b) all existing Events of
Default, except nonpayment of principal, premium or interest on the Notes that
became due solely because of the acceleration of the Notes, have been cured or
waived.

Section 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium and
Liquidated Damages, if any, and interest on the Notes or to enforce the
performance of any provision of the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

          Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been


                                       65



cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

          Holders of a majority in principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture that the Trustee determines may be unduly
prejudicial to the rights of other Holders of Notes or that may involve the
Trustee in personal liability.

Section 6.06 Limitation on Suits.

          A Holder of a Note may pursue a remedy with respect to this Indenture
or the Notes only if:

               (1) the Holder of a Note gives to the Trustee written notice of a
          continuing Event of Default;

               (2) the Holders of at least 25% in principal amount of the then
          outstanding Notes make a written request to the Trustee to pursue the
          remedy;

               (3) such Holder of a Note or Holders of Notes offer and, if
          requested, provide to the Trustee indemnity satisfactory to the
          Trustee against any loss, liability or expense;

               (4) the Trustee does not comply with the request within 60 days
          after receipt of the request and the offer and, if requested, the
          provision of indemnity satisfactory to it; and

               (5) during such 60-day period the Holders of a majority in
          principal amount of the then outstanding Notes do not give the Trustee
          a direction inconsistent with the request.

          A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(1) or (2) occurs and
is continuing, the Trustee is authorized to recover judgment in its own name and
as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.


                                       66



          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

          If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

               First: to the Trustee, its agents and attorneys for amounts due
          under Section 7.07 hereof, including payment of all compensation,
          expense and liabilities incurred, and all advances made, by the
          Trustee and the costs and expenses of collection;

               Second: to Holders of Notes for amounts due and unpaid on the
          Notes for principal, premium and Liquidated Damages, if any, and
          interest, ratably, without preference or priority of any kind,
          according to the amounts due and payable on the Notes for principal,
          premium and Liquidated Damages, if any and interest, respectively; and

               Third: to the Company or to such party as a court of competent
          jurisdiction shall direct.

          The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.


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                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

          (a) If an Event of Default has occurred and is continuing, the Trustee
will exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

          (b) Except during the continuance of an Event of Default:

               (1) the duties of the Trustee will be determined solely by the
          express provisions of this Indenture and the Trustee need perform only
          those duties that are specifically set forth in this Indenture and no
          others, and no implied covenants or obligations shall be read into
          this Indenture against the Trustee; and

               (2) in the absence of bad faith on its part, the Trustee may
          conclusively rely, as to the truth of the statements and the
          correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
          of this Indenture. However, the Trustee will examine the certificates
          and opinions to determine whether or not they conform to the
          requirements of this Indenture.

          (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

               (1) this paragraph does not limit the effect of paragraph (b) of
          this Section 7.01;

               (2) the Trustee will not be liable for any error of judgment made
          in good faith by a Responsible Officer, unless it is proved that the
          Trustee was negligent in ascertaining the pertinent facts; and

               (3) the Trustee will not be liable with respect to any action it
          takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 6.05 hereof.

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

          (e) No provision of this Indenture will require the Trustee to expend
or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

          (f) The Trustee will not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02 Rights of Trustee.


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          (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the written advice of such counsel or any Opinion
of Counsel will be full and complete authorization and protection from liability
in respect of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon.

          (c) The Trustee may act through its attorneys and agents and will not
be responsible for the misconduct or negligence of any agent appointed with due
care.

          (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

          (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

          (f) The Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

          (g) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Notes and this Indenture.

          (h) The rights, privileges, protections, immunities and benefits given
to the Trustee, including without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

          (i) The Trustee may request that the Company deliver an Officers'
Certificate setting forth the names of individuals and/or titles of officers
authorized at such time to take specified actions pursuant to this Indenture,
which Officers' Certificate may be signed by any person authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

Section 7.03 Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.


                                       69



          The Trustee will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

          If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

          (a) Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 313(c).

          (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the Notes are listed in accordance with
TIA Section 313(d). The Company will promptly notify the Trustee when the Notes
are listed on or delisted from any stock exchange.

Section 7.07 Compensation and Indemnity.

          (a) The Company will pay to the Trustee as shall be agreed in writing
between the Trustee and the Company from time to time reasonable compensation
for its acceptance of this Indenture and services hereunder. The Trustee's
compensation will not be limited by any law on compensation of a trustee of an
express trust. The Company will reimburse the Trustee promptly upon request for
all reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses will include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

          (b) The Company and the Guarantors will indemnify the Trustee and any
predecessor Trustee against any and all losses, liabilities, claims, damages or
expenses, including taxes (other than taxes based upon, measured by or
determined by the income of the Trustee), incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors or any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee will notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company will not
relieve the Company or any of


                                       70



the Guarantors of their obligations hereunder. The Company or such Guarantor
will defend the claim and the Trustee will cooperate in the defense. The Trustee
may have separate counsel and the Company will pay the reasonable fees and
expenses of such counsel. Neither the Company nor any Guarantor need pay for any
settlement made without its consent, which consent will not be unreasonably
withheld.

          (c) The obligations of the Company and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture and
the resignation or removal of the Trustee.

          (d) To secure the Company's payment obligations in this Section 7.07,
the Trustee will have a Lien prior to the Notes on all money or property held or
collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien will survive the satisfaction and
discharge of this Indenture.

          (e) When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(7) or (8) hereof occurs, the expenses
and the compensation for the services (including the fees and expenses of its
agents and counsel) are intended to constitute expenses of administration under
any Bankruptcy Law.

          (f) The Trustee will comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

          (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

          (b) The Trustee may resign in writing at any time and be discharged
from the trust hereby created by so notifying the Company. The Holders of a
majority in principal amount of the then outstanding Notes may remove the
Trustee by so notifying the Trustee and the Company in writing. The Company may
remove the Trustee if:

               (1) the Trustee fails to comply with Section 7.10 hereof;

               (2) the Trustee is adjudged a bankrupt or an insolvent or an
          order for relief is entered with respect to the Trustee under any
          Bankruptcy Law;

               (3) a custodian or public officer takes charge of the Trustee or
          its property; or

               (4) the Trustee becomes incapable of acting.

          (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

          (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction at the expense of the Company,
in the case of the Trustee, for the appointment of a successor Trustee.


                                       71



          (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10, such Holder
may petition any court of competent jurisdiction for the removal of the Trustee
and the appointment of a successor Trustee.

          (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

          There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

          This Indenture will always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

          The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

          The Company may, at the option of its Board of Directors evidenced by
a resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied


                                       72



(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company and the Guarantors will be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes (including the Note
Guarantees), which will thereafter be deemed to be "outstanding" only for the
purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in clauses (1) and (2) below, and to have satisfied all their other
obligations under such Notes, the Note Guarantees and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following provisions which
will survive until otherwise terminated or discharged hereunder:

               (1) the rights of Holders of outstanding Notes to receive
          payments in respect of the principal of, or interest or premium and
          Liquidated Damages, if any, on such Notes when such payments are due
          from the trust referred to in Section 8.04 hereof;

               (2) the Company's obligations with respect to such Notes under
          Article 2 and Section 4.02 hereof;

               (3) the rights, powers, trusts, duties and immunities of the
          Trustee hereunder and the Company's and the Guarantors' obligations in
          connection therewith; and

               (4) this Article 8.

          Subject to compliance with this Article 8, the Company may exercise
its option under this Section 8.02 notwithstanding the prior exercise of its
option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

          Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and the Guarantors will, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from each of their obligations under the covenants contained in Sections 4.07,
4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16 and 4.17 hereof and clause
(4) of Section 5.01 hereof with respect to the outstanding Notes on and after
the date the conditions set forth in Section 8.04 hereof are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes will thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but will continue to be deemed "outstanding" for
all other purposes hereunder (it being understood that such Notes will not be
deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and Note
Guarantees, the Company and the Guarantors may omit to comply with and will have
no liability in respect of any term, condition or limitation set forth in any
such covenant, whether directly or indirectly, by reason of any reference
elsewhere herein to any such covenant or by reason of any reference in any such
covenant to any other provision herein or in any other document and such
omission to comply will not constitute a Default or an Event of Default under
Section 6.01 hereof, but, except as specified above, the remainder of this
Indenture and such Notes and Note Guarantees will be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(3) through 6.01(5)
hereof will not constitute Events of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

          In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:


                                       73



               (1) the Company must irrevocably deposit with the Trustee, in
          trust, for the benefit of the Holders of the Notes, cash in United
          States dollars, non-callable Government Securities, or a combination
          thereof, in such amounts as will be sufficient, in the opinion of a
          nationally recognized firm of independent public accountants, to pay
          the principal of, premium and Liquidated Damages, if any, and interest
          on the outstanding Notes on the stated date for payment thereof or on
          the applicable redemption date, as the case may be, and the Company
          must specify whether the Notes are being defeased to maturity or to a
          particular redemption date;

               (2) in the case of an election under Section 8.02 hereof, the
          Company has delivered to the Trustee an Opinion of Counsel in the
          United States reasonably acceptable to the Trustee confirming that:

                    (A) the Company has received from, or there has been
               published by, the Internal Revenue Service a ruling; or

                    (B) since the date of this Indenture, there has been a
               change in the applicable federal income tax law,

               in either case to the effect that, and based thereon such Opinion
               of Counsel shall confirm that, the Holders of the outstanding
               Notes will not recognize income, gain or loss for federal income
               tax purposes as a result of such Legal Defeasance and will be
               subject to federal income tax on the same amounts, in the same
               manner and at the same times as would have been the case if such
               Legal Defeasance had not occurred;

               (3) in the case of an election under Section 8.03 hereof, the
          Company must deliver to the Trustee an Opinion of Counsel in the
          United States reasonably acceptable to the Trustee confirming that the
          Holders of the outstanding Notes will not recognize income, gain or
          loss for federal income tax purposes as a result of such Covenant
          Defeasance and will be subject to federal income tax on the same
          amounts, in the same manner and at the same times as would have been
          the case if such Covenant Defeasance had not occurred;

               (4) no Default or Event of Default shall have occurred and be
          continuing on the date of such deposit (other than a Default or Event
          of Default resulting from the borrowing of funds to be applied to such
          deposit);

               (5) such Legal Defeasance or Covenant Defeasance will not result
          in a breach or violation of, or constitute a default under, any
          material agreement or instrument (other than this Indenture) to which
          the Company or any of its Subsidiaries is a party or by which the
          Company or any of its Subsidiaries is bound;

               (6) the Company must deliver to the Trustee an Officers'
          Certificate stating that the deposit was not made by the Company with
          the intent of preferring the Holders of Notes over the other creditors
          of the Company with the intent of defeating, hindering, delaying or
          defrauding any other creditors of the Company or others; and

               (7) the Company must deliver to the Trustee an Officers'
          Certificate and an Opinion of Counsel, each stating that all
          conditions precedent provided for or relating to the Legal Defeasance
          or the Covenant Defeasance have been complied with.

          In the event that the Company exercises its legal defeasance option or
covenant defeasance option, each of the Guarantors will be released from all of
its obligations with respect to its guarantee.


                                       74



The Company may exercise its legal defeasance option notwithstanding its prior
exercise of the covenant defeasance option.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

          Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Liquidated Damages, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

          The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

          Notwithstanding anything in this Article 8 to the contrary, the
Trustee will deliver or pay to the Company from time to time upon the request of
the Company any money or non-callable Government Securities held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under
Section 8.04(1) hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

Section 8.06 Repayment to Company.

          Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium or
Liquidated Damages, if any, or interest on any Note and remaining unclaimed for
two years after such principal, premium or Liquidated Damages, if any, or
interest has become due and payable shall be paid to the Company on its request
or (if then held by the Company) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Company for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Company as trustee
thereof, will thereupon cease; provided, however, that the Trustee or such
Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which will not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.07 Reinstatement.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or non-callable Government Securities in accordance with Section 8.02 or
8.03 hereof, as the case may be, by reason of any order or judgment of any court
or governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantor's obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to


                                       75



apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case
may be; provided, however, that, if the Company makes any payment of principal
of, premium or Liquidated Damages, if any, or interest on any Note following the
reinstatement of its obligations, the Company will be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

          Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees or the Notes without the consent of any Holder of a Note:

               (1) to cure any ambiguity, defect or inconsistency;

               (2) to provide for uncertificated Notes in addition to or in
          place of certificated Notes or to alter the provisions of Article 2
          hereof (including the related definitions) in a manner that does not
          materially adversely affect any Holder;

               (3) to provide for the assumption of the Company's or a
          Guarantor's obligations to the Holders of the Notes by a successor to
          the Company pursuant to Article 5 hereof;

               (4) to make any change that would provide any additional rights
          or benefits to the Holders of the Notes or that does not adversely
          affect the legal rights hereunder of any Holder of the Note;

               (5) to comply with requirements of the SEC in order to effect or
          maintain the qualification of this Indenture under the TIA;

               (6) to provide for the issuance of Additional Notes in accordance
          with the limitations set forth in this Indenture as of the date
          hereof; or

               (7) to allow any Guarantor to execute a supplemental indenture
          and/or a Note Guarantee with respect to the Notes.

          Without the consent of the Holders of at least a majority in aggregate
principal amount of the Notes then outstanding, the Company will not amend,
modify or alter the Subordinated Note Indenture in any way to (i) advance the
final maturity date of or shorten the Weighted Average Life to Maturity of any
Subordinated Notes or (ii) amend the provisions of Article 10 of the
Subordinated Note Indenture (which relate to subordination), except to the
extent that the Company would otherwise be able to refinance or replace the
Subordinated Notes on the same basis as the amended, modified or altered form of
the Subordinated Notes.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee will join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be


                                       76



therein contained, but the Trustee will not be obligated to enter into such
amended or supplemental Indenture that affects its own rights, duties or
immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

          Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including, without limitation,
Section 3.09, 4.10 and 4.14 hereof), the Note Guarantees and the Notes with the
consent of the Holders of at least a majority in principal amount of the Notes
(including, without limitation, Additional Notes, if any) then outstanding
voting as a single class (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or
Event of Default (other than a Default or Event of Default in the payment of the
principal of, premium or Liquidated Damages, if any, or interest on the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes voting as a single class (including
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes). Section 2.08 hereof shall determine which Notes are
considered to be "outstanding" for purposes of this Section 9.02.

          Upon the request of the Company accompanied by a resolution of its
Board of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee will
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but will not be obligated to, enter into such
amended or supplemental Indenture.

          It is not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it is sufficient if such consent approves the substance thereof.

          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

               (1) reduce the principal amount of Notes whose Holders must
          consent to an amendment, supplement or waiver;

               (2) reduce the principal of or change the fixed maturity of any
          Note or alter or waive any of the provisions with respect to the
          redemption of the Notes except as provided above with respect to
          Sections 3.09, 4.10 and 4.14 hereof;

               (3) reduce the rate of or change the time for payment of
          interest, including default interest, on any Note;


                                       77



               (4) waive a Default or Event of Default in the payment of
          principal of or premium or Liquidated Damages, if any, or interest on
          the Notes (except a rescission of acceleration of the Notes by the
          Holders of at least a majority in aggregate principal amount of the
          then outstanding Notes and a waiver of the payment default that
          resulted from such acceleration);

               (5) make any Note payable in money other than that stated in the
          Notes;

               (6) make any change in the provisions of this Indenture relating
          to waivers of past Defaults or the rights of Holders of Notes to
          receive payments of principal of, or interest or premium or Liquidated
          Damages, if any, on the Notes;

               (7) make any change in Section 6.04 or 6.07 hereof or in the
          foregoing amendment and waiver provisions;

               (8) release any Guarantor from any of its obligations under its
          Note Guarantee or this Indenture, except in accordance with the terms
          of this Indenture; or

               (9) waive a redemption payment with respect to any Note (other
          than a payment required by Sections 4.10 and 4.14)

Section 9.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes will be
set forth in an amended or supplemental Indenture that complies with the TIA as
then in effect.

Section 9.04 Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

          Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

          The Trustee will sign any amended or supplemental Indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental Indenture until the Board of Directors
approves it. In executing any amended or supplemental Indenture, the Trustee
will be entitled


                                       78



to receive and (subject to Section 7.01 hereof) will be fully protected in
relying upon, in addition to the documents required by Section 11.04 hereof, an
Officers' Certificate and an Opinion of Counsel stating that the execution of
such amended or supplemental indenture is authorized or permitted by this
Indenture.

                                   ARTICLE 10.
                                 NOTE GUARANTEES

Section 10.01 Guarantee.

          (a) Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

               (1) the principal of, premium and Liquidated Damages, if any, and
          interest on the Notes will be promptly paid in full when due, whether
          at maturity, by acceleration, redemption or otherwise, and interest on
          the overdue principal of and interest on the Notes, if any, if lawful,
          and all other obligations of the Company to the Holders or the Trustee
          hereunder or thereunder will be promptly paid in full or performed,
          all in accordance with the terms hereof and thereof; and

               (2) in case of any extension of time of payment or renewal of any
          Notes or any of such other obligations, that same will be promptly
          paid in full when due or performed in accordance with the terms of the
          extension or renewal, whether at stated maturity, by acceleration or
          otherwise.

          Failing payment when due of any amount so guaranteed or any
performance so guaranteed for whatever reason, the Guarantors will be jointly
and severally obligated to pay the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.

          (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

          (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

          (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any


                                       79



stay, injunction or other prohibition preventing such acceleration in respect of
the obligations guaranteed hereby, and (2) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) will forthwith become due and
payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors
will have the right to seek contribution from any non-paying Guarantor so long
as the exercise of such right does not impair the rights of the Holders under
the Note Guarantee.

Section 10.02 Limitation on Guarantor Liability.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 10.03 Execution and Delivery of Note Guarantee.

          To evidence its Note Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

          Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 10.01 will remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

          If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

          In the event that the Company creates or acquires any Domestic
Subsidiary after the date of this Indenture that are guarantors or borrowers in
respect of the Credit Agreement, if required by Section 4.16 hereof, the Company
will cause such Domestic Subsidiary to comply with the provisions of Section
4.16 hereof and this Article 11, to the extent applicable.

Section 10.04 Guarantors May Consolidate, etc., on Certain Terms.

          Except as otherwise provided in Section 10.05, no Guarantor may sell
or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:


                                       80



               (1) immediately after giving effect to such transaction, no
          Default or Event of Default exists; and

               (2) either:

                    (a) subject to Section 10.05 hereof, the Person acquiring
          the property in any such sale or disposition or the Person formed by
          or surviving any such consolidation or merger unconditionally assumes
          all the obligations of that Guarantor, pursuant to a supplemental
          indenture in form and substance reasonably satisfactory to the
          Trustee, under the Notes, this Indenture and the Note Guarantee on the
          terms set forth herein or therein; and

                    (b) the Net Proceeds of such sale or other disposition are
          applied in accordance with the applicable provisions of this
          Indenture, including without limitation, Section 4.10 hereof.

          In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same legal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

          Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 10.05 Releases Following Sale of Assets.

          In the event of any sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, or a sale or other disposition of all to the Capital Stock of any
Guarantor, in each case to a Person that is not (either before or after giving
effect to such transactions) a Restricted Subsidiary of the Company, then such
Guarantor (in the event of a sale or other disposition, by way of merger,
consolidation or otherwise, of all of the capital stock of such Guarantor) or
the corporation acquiring the property (in the event of a sale or other
disposition of all or substantially all of the assets of such Guarantor) will be
released and relieved of any obligations under its Note Guarantee; provided that
the Net Proceeds of such sale or other disposition are applied in accordance
with the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of this
Indenture, including without limitation Section 4.10 hereof, the Trustee will
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.

          Any Guarantor not released from its obligations under its Note
Guarantee will remain liable for the full amount of principal of and interest on
the Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.


                                       81



                                   ARTICLE 11.
                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.

          This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

               (1) either:

                    (a) all Notes that have been authenticated (except lost,
          stolen or destroyed Notes that have been replaced or paid and Notes
          for whose payment money has theretofore been deposited in trust and
          thereafter repaid to the Company) have been delivered to the Trustee
          for cancellation; or

                    (b) all Notes that have not been delivered to the Trustee
          for cancellation have become due and payable by reason of the making
          of a notice of redemption or otherwise or will become due and payable
          within one year and the Company or any Guarantor has irrevocably
          deposited or caused to be deposited with the Trustee as trust funds in
          trust solely for the benefit of the Holders, cash in U.S. dollars,
          non-callable Government Securities, or a combination thereof, in such
          amounts as will be sufficient without consideration of any
          reinvestment of interest, to pay and discharge the entire indebtedness
          on the Notes not delivered to the Trustee for cancellation for
          principal, premium and Liquidated Damages, if any, and accrued
          interest to the date of maturity or redemption;

               (2) no Default or Event of Default has occurred and is continuing
          on the date of such deposit or will occur as a result of such deposit
          and such deposit will not result in a breach or violation of, or
          constitute a default under, any other instrument to which the Company
          or any Guarantor is a party or by which the Company or any Guarantor
          is bound;

               (3) the Company or any Guarantor has paid or caused to be paid
          all sums payable by it under this Indenture; and

               (4) the Company has delivered irrevocable instructions to the
          Trustee under this Indenture to apply the deposited money toward the
          payment of the Notes at maturity or the redemption date, as the case
          may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

          Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 11.02 and Section 8.06 will
survive. In addition, nothing in this Section 11.01 will be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 11.02 Application of Trust Money.

          Subject to the provisions of Section 8.06, all money deposited with
the Trustee pursuant to Section 11.01 shall be held in trust and applied by it,
in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company


                                       82



acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium, if any) and interest for whose
payment such money has been deposited with the Trustee; but such money need not
be segregated from other funds except to the extent required by law.

          If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's and any Guarantor's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 11.01; provided that if the Company has made any payment of principal
of, premium, if any, or interest on any Notes because of the reinstatement of
its obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 12.
                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties will control.

Section 12.02 Notices.

          Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

          If to the Company and/or any Guarantor:

          Metaldyne Corporation
          47659 Halyard Drive
          Plymouth, Michigan 48170
          Telecopier No.: (734) 207-6627
          Attention: Chief Financial Officer

          With a copy to:
          Cahill Gordon & Reindel
          80 Pine Street, 17th Floor
          New York, New York 10005
          Telecopier No.: (212) 269-5420
          Attention: Jonathan Schaffzin, Esq.

          If to the Trustee:
          The Bank of New York
          101 Barclay Street
          New York, New York 10286
          Telecopier No.: (212) 896-7299
          Attention: Corporate Trust Administration


                                       83



          The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

          All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

          Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Company mails a notice or communication to Holders, it will
mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

               (1) an Officers' Certificate in form and substance reasonably
          satisfactory to the Trustee (which must include the statements set
          forth in Section 12.05 hereof) stating that, in the opinion of the
          signers, all conditions precedent and covenants, if any, provided for
          in this Indenture relating to the proposed action have been satisfied;
          and

               (2) an Opinion of Counsel in form and substance reasonably
          satisfactory to the Trustee (which must include the statements set
          forth in Section 12.05 hereof) stating that, in the opinion of such
          counsel, all such conditions precedent and covenants have been
          satisfied.

Section 12.05 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) must comply with the provisions of
TIA Section 314(e) and must include:

               (1) a statement that the Person making such certificate or
          opinion has read such covenant or condition;


                                       84



               (2) a brief statement as to the nature and scope of the
          examination or investigation upon which the statements or opinions
          contained in such certificate or opinion are based;

               (3) a statement that, in the opinion of such Person, he or she
          has made such examination or investigation as is necessary to enable
          him or her to express an informed opinion as to whether or not such
          covenant or condition has been satisfied; and

               (4) a statement as to whether or not, in the opinion of such
          Person, such condition or covenant has been satisfied.

Section 12.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

          No past, present or future director, officer, employee, incorporator
or stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 12.08 Governing Law.

          THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 12.09 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 12.10 Successors.

          All agreements of the Company in this Indenture and the Notes will
bind its successors. All agreements of the Trustee in this Indenture will bind
its successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 10.05.

Section 12.11 Severability.

          In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 12.12 Counterpart Originals.


                                       85



          The parties may sign any number of copies of this Indenture. Each
signed copy will be an original, but all of them together represent the same
agreement.

Section 12.13 Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and will in no
way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]


                                       86



                                   SIGNATURES

Dated as of October 27, 2003

                                       METALDYNE CORPORATION


                                       By: /s/ Jeffrey M. Stafeil
                                           -------------------------------------
                                           Name: Jeffrey M. Stafeil
                                           Title: Executive Vice President & CFO


                                       EACH OF THE GUARANTORS LISTED ON
                                       SCHEDULE I HERETO:


                                       By: /s/ Jeffrey M. Stafeil
                                           -------------------------------------
                                           Name: Jeffrey M. Stafeil
                                           Title: Vice President


                                       THE BANK OF NEW YORK,
                                          as Trustee


                                       By: /s/ Joseph A. Lloret
                                           -------------------------------------
                                           Name: Joseph A. Lloret
                                           Title: Assistant Treasurer


                                       87



                                   SCHEDULE I

                             SCHEDULE OF GUARANTORS

          The following schedule list each Guarantor under the Indenture as of
the date of the Indenture:

                              ER Acquisition Corp.
                              GMTI Holding Company
                         Halyard Aviation Services, Inc.
                             MASG Disposition, Inc.
                        MASX Energy Services Group, Inc.
                       Metaldyne Accura Tool & Mold, Inc.
                              Metaldyne Company LLC
                    Metaldyne DuPage Die Casting Corporation
                             Metaldyne Europe, Inc.
                  Metaldyne Lester Precision Die Casting, Inc.
                      Metaldyne Light Metals Company, Inc.
                 Metaldyne Machining and Assembly Company, Inc.
                  Metaldyne Precision Forming-Fort Wayne, Inc.
                            Metaldyne Services, Inc.
                 Metaldyne Sintered Components of Indiana, Inc.
                       Metaldyne Sintered Components, LLC
                        Metaldyne Tubular Products, Inc.
                           Metaldyne U.S. Holding Co.
                         Precision Headed Products, Inc.
                               Punchcraft Company
                            Stahl International, Inc.
                               W.C. McCurdy & Co.
                             Windfall Products, Inc.
                        Windfall Specialty Powders, Inc.


                                       I-1



                                                                       EXHIBIT A

                                 [Face of Note]
- --------------------------------------------------------------------------------

                                                         CUSIP/CINS ____________

                 10% [Series A] [Series B] Senior Notes due 2013

No. ___                                                              $__________

                              METALDYNE CORPORATION

promises to pay to CEDE & CO.

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on November 1, 2013.

Interest Payment Dates: May 1 and November 1

Record Dates: April 15 and October 15

Dated: October 27, 2003

                                            METALDYNE CORPORATION


                                            By:
                                                --------------------------------
                                                Name:
                                                Title:

This is one of the Notes referred to in the
within-mentioned Indenture:


THE BANK OF NEW YORK,
  as Trustee


By:
    -------------------------
       Authorized Signatory

- --------------------------------------------------------------------------------


                                      A-1



                                 [Back of Note]
                 10% [Series A] [Series B] Senior Notes due 2013

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

          Capitalized terms used herein have the meanings assigned to them in
the Indenture referred to below unless otherwise indicated.

               (1) INTEREST. Metaldyne Corporation, a Delaware corporation (the
          "Company"), promises to pay interest on the principal amount of this
          Note at 10% per annum from October 27, 2003 until maturity and shall
          pay the Liquidated Damages, if any, payable pursuant to Section 2(d)
          of the Registration Rights Agreement referred to below. The Company
          will pay interest and Liquidated Damages, if any, semi-annually in
          arrears on November 1 and May 1 of each year, or if any such day is
          not a Business Day, on the next succeeding Business Day (each, an
          "Interest Payment Date"). Interest on the Notes will accrue from the
          most recent date to which interest has been paid or, if no interest
          has been paid, from the date of issuance; provided that if there is no
          existing Default in the payment of interest, and if this Note is
          authenticated between a record date referred to on the face hereof and
          the next succeeding Interest Payment Date, interest shall accrue from
          such next succeeding Interest Payment Date; provided, further, that
          the first Interest Payment Date shall be May 1, 2004. The Company will
          pay interest (including post-petition interest in any proceeding under
          any Bankruptcy Law) on overdue principal and premium, if any, from
          time to time on demand at a rate that is 1% per annum in excess of the
          rate then in effect; it will pay interest (including post-petition
          interest in any proceeding under any Bankruptcy Law) on overdue
          installments of interest and Liquidated Damages, if any, (without
          regard to any applicable grace periods) from time to time on demand at
          the same rate to the extent lawful. Interest will be computed on the
          basis of a 360-day year of twelve 30-day months.

               (2) METHOD OF PAYMENT. The Company will pay interest on the Notes
          (except defaulted interest) and Liquidated Damages, if any, to the
          Persons who are registered Holders of Notes at the close of business
          on the April 15 or October 15 next preceding the Interest Payment
          Date, even if such Notes are canceled after such record date and on or
          before such Interest Payment Date, except as provided in Section 2.12
          of the Indenture with respect to defaulted interest. The Notes will be
          payable as to principal, premium and Liquidated Damages, if any, and
          interest at the office or agency of the Company maintained for such
          purpose within or without the City and State of New York, or, at the
          option of the Company, payment of interest and Liquidated Damages, if
          any, may be made by check mailed to the Holders at their addresses set
          forth in the register of Holders; provided that payment by wire
          transfer of immediately available funds will be required with respect
          to principal of and interest, premium and Liquidated Damages, if any,
          on, all Global Notes and all other Notes the Holders of which will
          have provided wire transfer instructions to the Company or the Paying
          Agent. Such payment will be in such coin or currency of the United
          States of America as at the time of payment is legal tender for
          payment of public and private debts.

               (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York,
          the Trustee under the Indenture, will act as Paying Agent and
          Registrar. The Company may change any Paying Agent or Registrar
          without notice to any Holder. The Company or any of its Subsidiaries
          may act in any such capacity.


                                      A-2



               (4) INDENTURE. The Company issued the Notes under an Indenture
          dated as of October 27, 2003 (the "Indenture") among the Company, the
          Guarantors and the Trustee. The terms of the Notes include those
          stated in the Indenture and those made part of the Indenture by
          reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code
          Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
          Holders are referred to the Indenture and such Act for a statement of
          such terms. To the extent any provision of this Note conflicts with
          the express provisions of the Indenture, the provisions of the
          Indenture shall govern and be controlling. The Initial Notes are
          unsecured obligations of the Company limited to $150,000,000 in
          aggregate principal amount, plus amounts, if any, issued to pay
          Liquidated Damages on outstanding Notes as set forth in Paragraph 2
          hereof. In addition, the Company shall be entitled, subject to its
          compliance with Section 4.09 of the Indenture, to issue Additional
          Notes.

               (5) Optional Redemption.

          (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to November 1, 2008.
Thereafter, the Company will have the option to redeem the Notes, in whole or in
part, upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on November 1 of the years indicated below:

Year                     Percentage
- ----                     ----------
2008..................     105.000%
2009..................     103.333%
2010..................     101.667%
2011 and thereafter...     100.000%

          (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to November 1, 2006, the Company may on one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under the Indenture at a redemption price equal to 110% of the aggregate
principal amount, plus accrued and unpaid interest and Liquidated Damages, if
any to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that (1) at least 65% in aggregate principal amount of the
Notes issued under the Indenture remains outstanding immediately after the
occurrence of such redemption and that such redemption (excluding Notes held by
the Company and its Subsidiaries); and (2) the redemption occurs within 120 days
of the date of the closing of such Equity Offering.

               (6) Mandatory Redemption.

          The Company will not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

               (7) Repurchase at Option of Holder.

                    (a) If there is a Change of Control, the Company will be
          required to make an offer (a "Change of Control Offer") to repurchase
          all or any part (equal to $1,000 or an integral multiple thereof) of
          each Holder's Notes at a purchase price equal to 101% of the aggregate
          principal amount thereof plus accrued and unpaid interest and
          Liquidated Damages thereon, if any, to the date of purchase (the
          "Change of Control Payment"). Within 15 days following any


                                      A-3



          Change of Control, the Company will mail a notice to each Holder
          setting forth the procedures governing the Change of Control Offer as
          required by the Indenture.

                    (b) If the Company or a Subsidiary consummates any Asset
          Sales (other than a sale of Equity Interests of TriMas), within five
          days of each date on which the aggregate amount of Excess Proceeds
          exceeds $25.0 million, the Company will commence an offer to all
          Holders of Notes and all holders of other Indebtedness that is pari
          passu with the Notes containing provisions similar to those set forth
          in the Indenture with respect to offers to purchase or redeem with the
          proceeds of sales of assets (an "Asset Sale Offer") pursuant to
          Section 3.09 of the Indenture to purchase the maximum principal amount
          of Notes (including any Additional Notes) and other pari passu
          Indebtedness that may be purchased out of the Excess Proceeds at an
          offer price in cash in an amount equal to 100% of the principal amount
          thereof plus accrued and unpaid interest and Liquidated Damages
          thereon, if any, to the date fixed for the closing of such offer, in
          accordance with the procedures set forth in the Indenture. To the
          extent that the aggregate amount of Notes (including any Additional
          Notes) and other pari passu Indebtedness tendered pursuant to an Asset
          Sale Offer is less than the Excess Proceeds, the Company (or such
          Subsidiary) may use such deficiency for any purpose not otherwise
          prohibited by the Indenture. If the aggregate principal amount of
          Notes and other pari passu Indebtedness surrendered by holders thereof
          exceeds the amount of Excess Proceeds, the Trustee shall select the
          Notes and other pari passu Indebtedness to be purchased on a pro rata
          basis. Holders of Notes that are the subject of an offer to purchase
          will receive an Asset Sale Offer from the Company prior to any related
          purchase date and may elect to have such Notes purchased by completing
          the form entitled "Option of Holder to Elect Purchase" on the reverse
          of the Notes.

               (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed at
          least 30 days but not more than 60 days before the redemption date to
          each Holder whose Notes are to be redeemed at its registered address.
          Notes in denominations larger than $1,000 may be redeemed in part but
          only in whole multiples of $1,000, unless all of the Notes held by a
          Holder are to be redeemed. On and after the redemption date interest
          ceases to accrue on Notes or portions thereof called for redemption.

               (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
          registered form without coupons in denominations of $1,000 and
          integral multiples of $1,000. The transfer of Notes may be registered
          and Notes may be exchanged as provided in the Indenture. The Registrar
          and the Trustee may require a Holder, among other things, to furnish
          appropriate endorsements and transfer documents and the Company may
          require a Holder to pay any taxes and fees required by law or
          permitted by the Indenture. The Company need not exchange or register
          the transfer of any Note or portion of a Note selected for redemption,
          except for the unredeemed portion of any Note being redeemed in part.
          Also, the Company need not exchange or register the transfer of any
          Notes for a period of 15 days before a selection of Notes to be
          redeemed or during the period between a record date and the
          corresponding Interest Payment Date.

               (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may
          be treated as its owner for all purposes.

               (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
          exceptions, the Indenture, the Note Guarantees or the Notes may be
          amended or supplemented with the consent of the Holders of at least a
          majority in principal amount of the then outstanding Notes and
          Additional Notes, if any, voting as a single class, and any existing
          default or compliance with any provision of the Indenture, the Note
          Guarantees or the Notes may be waived with the consent of the Holders
          of a majority in principal amount of the then outstanding Notes and
          Additional Notes,


                                      A-4



          if any, voting as a single class. Without the consent of any Holder of
          a Note, the Indenture, the Note Guarantees or the Notes may be amended
          or supplemented to cure any ambiguity, defect or inconsistency, to
          provide for uncertificated Notes in addition to or in place of
          certificated Notes, to provide for the assumption of the Company's or
          any Guarantor's obligations to Holders of the Notes in case of a
          merger or consolidation, to make any change that would provide any
          additional rights or benefits to the Holders of the Notes or that does
          not adversely affect the legal rights under the Indenture of any such
          Holder, to comply with the requirements of the SEC in order to effect
          or maintain the qualification of the Indenture under the Trust
          Indenture Act, to provide for the Issuance of Additional Notes in
          accordance with the limitations set forth in the Indenture, or to
          allow any Guarantor to execute a supplemental indenture to the
          Indenture and/or a Note Guarantee with respect to the Notes. Without
          the consent of the Holders of at least a majority in aggregate
          principal amount of the Notes then outstanding, the Company will not
          amend, modify or alter the Subordinated Note Indenture in any way to
          (i) advance the final maturity date of or shorten the Weighted Average
          Life to Maturity of any Subordinated Notes or (ii) amend the
          provisions of Article 10 of the Subordinated Note Indenture (which
          relate to subordination), except to the extent that the Company would
          otherwise be able to refinance or replace the Subordinated Notes on
          the same basis as the amended, modified or altered form of the
          Subordinated Notes.

               (12) DEFAULTS AND REMEDIES. Events of Default and Remedies
          include those as set forth in Article 6 of the Indenture.

               (13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
          individual or any other capacity, may make loans to, accept deposits
          from, and perform services for the Company or its Affiliates, and may
          otherwise deal with the Company or its Affiliates, as if it were not
          the Trustee.

               (14) NO RECOURSE AGAINST OTHERS. A director, officer, employee,
          incorporator or stockholder, of the Company or any of the Guarantors,
          as such, will not have any liability for any obligations of the
          Company or such Guarantor under the Notes, the Note Guarantees or the
          Indenture or for any claim based on, in respect of, or by reason of,
          such obligations or their creation. Each Holder by accepting a Note
          waives and releases all such liability. The waiver and release are
          part of the consideration for the issuance of the Notes.

               (15) AUTHENTICATION. This Note will not be valid until
          authenticated by the manual signature of the Trustee or an
          authenticating agent.

               (16) ABBREVIATIONS. Customary abbreviations may be used in the
          name of a Holder or an assignee, such as: TEN COM (= tenants in
          common), TEN ENT (= tenants by the entireties), JT TEN (= joint
          tenants with right of survivorship and not as tenants in common), CUST
          (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

               (17) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
          RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
          Holders of Notes under the Indenture, Holders of Restricted Global
          Notes and Restricted Definitive Notes will have all the rights set
          forth in the A/B Exchange Registration Rights Agreement dated as of
          October 27, 2003, among the Company, the Guarantors and the other
          parties named on the signature pages thereof or, in the case of
          Additional Notes, Holders of Restricted Global Notes and Restricted
          Definitive Notes will have the rights set forth in one or more
          registration rights agreements, if any, among the Company, the
          Guarantors and the other parties thereto, relating to rights given by
          the Company


                                      A-5



          and the Guarantors to the purchasers of any Additional Notes
          (collectively, the "Registration Rights Agreement").

               (18) CUSIP NUMBERS. Pursuant to a recommendation promulgated by
          the Committee on Uniform Security Identification Procedures, the
          Company has caused CUSIP numbers to be printed on the Notes and the
          Trustee may use CUSIP numbers in notices of redemption as a
          convenience to Holders. No representation is made as to the accuracy
          of such numbers either as printed on the Notes or as contained in any
          notice of redemption and reliance may be placed only on the other
          identification numbers placed thereon.

               (19) GOVERNING LAW. The internal law of the State of New York
          will govern and be used to construe the Notes without giving effect to
          applicable principles of conflicts of law to the extent that the
          application of the laws of another jurisdiction would be required
          thereby.

          The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Metaldyne Corporation
47659 Halyard Drive
Plymouth, Michigan 48170
Attention: Chief Financial Officer


                                      A-6



                                                                       EXHIBIT A

                                 ASSIGNMENT FORM

          To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:
      -------------------


                                        Your Signature:
                                                        ------------------------
                                           (Sign exactly as your name appears on
                                                   the face of this Note)

Signature Guarantee*:
                      -------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-1



                                                                       EXHIBIT A

                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

                       [_]Section 4.10     [_]Section 4.14

          If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                 $
                                  -------------

Date:
      -------------------

                                        Your Signature:
                                                        ------------------------
                                           (Sign exactly as your name appears on
                                                   the face of this Note)

                                        Tax Identification No.:
                                                                ----------------

Signature Guarantee*:
                      -------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-1



                                                                       EXHIBIT A

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

          The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:



                                                                     Principal Amount
                   Amount of decrease in   Amount of increase in   of this Global Note      Signature of
                      Principal Amount        Principal Amount        following such     authorized officer
                           of                       of                   decrease           of Trustee or
Date of Exchange     this Global Note         this Global Note        (or increase)           Custodian
- ----------------   ---------------------   ---------------------   -------------------   ------------------



* This schedule should be included only if the Note is issued in global form.


                                      A-1



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Metaldyne Corporation
47659 Halyard Drive
Plymouth, Michigan 48170

The Bank of New York
101 Barclay Street
New York, New York 10286

          Re: 10% Senior Notes due 2013

          Reference is hereby made to the Indenture, dated as of October 27,
2003 (the "Indenture"), among Metaldyne Corporation, as issuer (the "Company"),
the Guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

          ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Note is being transferred to a Person that the Transferor reasonably believed
and believes is purchasing the beneficial interest or Definitive Note for its
own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Definitive Note and in the
Indenture and the Securities Act.

          2. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a Person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction was executed in, on or through the
facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act and (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act. Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the


                                       B-1



restrictions on Transfer enumerated in the Private Placement Legend printed on
the Regulation S Global Note, and/or the Definitive Note and in the Indenture
and the Securities Act.

          3. [_] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

               (a) [_] such Transfer is being effected pursuant to and in
          accordance with Rule 144 under the Securities Act;

                                       or

               (b) [_] such Transfer is being effected to the Company or a
          subsidiary thereof;

                                       or

               (c) [_] such Transfer is being effected pursuant to an effective
          registration statement under the Securities Act and in compliance with
          the prospectus delivery requirements of the Securities Act;

                                       or

               (d) [_] such Transfer is being effected to an Institutional
          Accredited Investor and pursuant to an exemption from the registration
          requirements of the Securities Act other than Rule 144A, Rule 144 or
          Rule 904, and the Transferor hereby further certifies that it has not
          engaged in any general solicitation within the meaning of Regulation D
          under the Securities Act and the Transfer complies with the transfer
          restrictions applicable to beneficial interests in a Restricted Global
          Note or Restricted Definitive Notes and the requirements of the
          exemption claimed, which certification is supported by (1) a
          certificate executed by the Transferee in the form of Exhibit D to the
          Indenture and (2) if such Transfer is in respect of a principal amount
          of Notes at the time of transfer of less than $250,000, an Opinion of
          Counsel provided by the Transferor or the Transferee (a copy of which
          the Transferor has attached to this certification), to the effect that
          such Transfer is in compliance with the Securities Act. Upon
          consummation of the proposed transfer in accordance with the terms of
          the Indenture, the transferred beneficial interest or Definitive Note
          will be subject to the restrictions on transfer enumerated in the
          Private Placement Legend printed on the IAI Global Note and/or the
          Definitive Notes and in the Indenture and the Securities Act.

          4. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

          (a) [_] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private


                                       B-2



Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

          (b) [_] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

          (c) [_] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                             -----------------------------------
                                                 [Insert Name of Transferor]


                                             By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

Dated:
       -----------------------


                                       B-3



                       ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

          (a) [_] a beneficial interest in the:

               (i) [_] 144A Global Note (CUSIP _________), or

               (ii) [_] Regulation S Global Note (CUSIP _________), or

               (iii) [_] IAI Global Note (CUSIP _________); or

          (b) [_] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (a) [_] a beneficial interest in the:

               (i) [_] 144A Global Note (CUSIP _________), or

               (ii) [_] Regulation S Global Note (CUSIP _________), or

               (iii) [_] IAI Global Note (CUSIP _________); or

               (iv) [_] Unrestricted Global Note (CUSIP _________); or

          (b) [_] a Restricted Definitive Note; or

          (c) [_] an Unrestricted Definitive Note,

          in accordance with the terms of the Indenture.


                                      B-1



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Metaldyne Corporation
47659 Halyard Drive
Plymouth, Michigan 48170

The Bank of New York
101 Barclay Street
New York, New York 10286

          Re: 10% Senior Notes due 2013

                              (CUSIP ____________)

          Reference is hereby made to the Indenture, dated as of October 27,
2003 (the "Indenture"), among Metaldyne Corporation, as issuer (the "Company"),
the Guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

          __________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $____________ in such Note[s] or interests (the "Exchange").
In connection with the Exchange, the Owner hereby certifies that:

          1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

          (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

          (b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

          (c) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for


                                      C-1



a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

          (d) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

          2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

          (a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

          (b) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] 144A Global Note, Regulation S Global Note, IAI Global Note with an
equal principal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Note and in the
Indenture and the Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ----------------------------------------
                                               [Insert Name of Transferor]


                                        By:
                                            ------------------------------------


                                      C-2



                                            Name:
                                            Title:

Dated:
       -----------------------


                                      C-3



                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Metaldyne Corporation
47659 Halyard Drive
Plymouth, Michigan 48170

The Bank of New York
101 Barclay Street
New York, New York 10286

          Re: 10% Senior Notes due 2013

          Reference is hereby made to the Indenture, dated as of October 27,
2003 (the "Indenture"), among Metaldyne Corporation, as issuer (the "Company"),
the guarantors named on the signature pages thereto and The Bank of New York, as
trustee. Capitalized terms used but not defined herein shall have the meanings
given to them in the Indenture.

          In connection with our proposed purchase of $____________ aggregate
principal amount of:

          (a) [_] a beneficial interest in a Global Note, or

          (b) [_] a Definitive Note,

          we confirm that:

          1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

          2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any Person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.


                                      D-1



          3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

          4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

          5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

          You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                        ----------------------------------------
                                          [Insert Name of Accredited Investor]


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

Dated:
       -----------------------


                                      D-2



                                                                       EXHIBIT E

                         FORM OF NOTATION OF GUARANTEE

          For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of October 27, 2003 (the "Indenture") among
Metaldyne Corporation, (the "Company"), the Guarantors listed on Schedule I
thereto and The Bank of New York, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium and Liquidated Damages, if any,
and interest on the Notes (as defined in the Indenture), whether at maturity, by
acceleration, redemption or otherwise, the due and punctual payment of interest
on overdue principal of and interest on the Notes, if any, if lawful, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and
the Indenture are expressly set forth in Article 10 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Note
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee, on behalf
of such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose; provided, however,
that the Indebtedness evidenced by this Note Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.


                                        EACH OF THE GUARANTORS LISTED ON
                                        SCHEDULE I HERETO:


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                      E-1



                                   SCHEDULE I

                              ER Acquisition Corp.
                              GMTI Holding Company
                         Halyard Aviation Services, Inc.
                             MASG Disposition, Inc.
                        MASX Energy Services Group, Inc.
                       Metaldyne Accura Tool & Mold, Inc.
                              Metaldyne Company LLC
                    Metaldyne DuPage Die Casting Corporation
                             Metaldyne Europe, Inc.
                  Metaldyne Lester Precision Die Casting, Inc.
                      Metaldyne Light Metals Company, Inc.
                 Metaldyne Machining and Assembly Company, Inc.
                  Metaldyne Precision Forming-Fort Wayne, Inc.
                            Metaldyne Services, Inc.
                 Metaldyne Sintered Components of Indiana, Inc.
                       Metaldyne Sintered Components, LLC
                        Metaldyne Tubular Products, Inc.
                           Metaldyne U.S. Holding Co.
                         Precision Headed Products, Inc.
                               Punchcraft Company
                            Stahl International, Inc.
                               W.C. McCurdy & Co.
                             Windfall Products, Inc.
                        Windfall Specialty Powders, Inc.


                                      E-2



                                                                       EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

          SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Metaldyne Corporation (or its permitted
successor), a Delaware corporation (the "Company"), the Company, the other
Guarantors (as defined in the Indenture referred to herein) and The Bank of New
York, as trustee under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

          WHEREAS, the Company has heretofore executed and delivered to the
Trustee an Indenture (the "Indenture"), dated as of October 27, 2003 providing
for the issuance of an aggregate principal amount of up to $150,000,000 of 10%
Senior Notes due 2013 (the "Notes");

          WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

          WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

          NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

          1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

          2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

                    (a) Along with all Guarantors named in the Indenture, to
               jointly and severally Guarantee to each Holder of a Note
               authenticated and delivered by the Trustee and to the Trustee and
               its successors and assigns, the Notes or the obligations of the
               Company hereunder or thereunder, that:

                    (i) the principal of, and premium and Liquidated Damages, if
               any, and interest on the Notes will be promptly paid in full when
               due, whether at maturity, by acceleration, redemption or
               otherwise, and interest on the overdue principal of and interest
               on the Notes, if any, if lawful, and all other obligations of the
               Company to the Holders or the Trustee hereunder or thereunder
               will be promptly paid in full or performed, all in accordance
               with the terms hereof and thereof; and

                    (ii) in case of any extension of time of payment or renewal
               of any Notes or any of such other obligations, that same will be
               promptly paid in full when due or performed in accordance with
               the terms of the extension or renewal, whether at stated
               maturity, by acceleration or otherwise. Failing payment when due
               of any amount so


                                      F-1



               guaranteed or any performance so guaranteed for whatever reason,
               the Guarantors shall be jointly and severally obligated to pay
               the same immediately.

                    (b) The obligations hereunder shall be unconditional,
               irrespective of the validity, regularity or enforceability of the
               Notes or the Indenture, the absence of any action to enforce the
               same, any waiver or consent by any Holder of the Notes with
               respect to any provisions hereof or thereof, the recovery of any
               judgment against the Company, any action to enforce the same or
               any other circumstance which might otherwise constitute a legal
               or equitable discharge or defense of a Guarantor.

                    (c) The following is hereby waived: diligence, presentment,
               demand of payment, filing of claims with a court in the event of
               insolvency or bankruptcy of the Company, any right to require a
               proceeding first against the Company, protest, notice and all
               demands whatsoever.

                    (d) This Note Guarantee shall not be discharged except by
               complete performance of the obligations contained in the Notes
               and the Indenture, and the Guaranteeing Subsidiary accepts all
               obligations of a Guarantor under the Indenture.

                    (e) If any Holder or the Trustee is required by any court or
               otherwise to return to the Company, the Guarantors, or any
               custodian, trustee, liquidator or other similar official acting
               in relation to either the Company or the Guarantors, any amount
               paid by either to the Trustee or such Holder, this Note
               Guarantee, to the extent theretofore discharged, shall be
               reinstated in full force and effect.

                    (f) The Guaranteeing Subsidiary shall not be entitled to any
               right of subrogation in relation to the Holders in respect of any
               obligations guaranteed hereby until payment in full of all
               obligations guaranteed hereby.

                    (g) As between the Guarantors, on the one hand, and the
               Holders and the Trustee, on the other hand, (x) the maturity of
               the obligations guaranteed hereby may be accelerated as provided
               in Article 6 of the Indenture for the purposes of this Note
               Guarantee, notwithstanding any stay, injunction or other
               prohibition preventing such acceleration in respect of the
               obligations guaranteed hereby, and (y) in the event of any
               declaration of acceleration of such obligations as provided in
               Article 6 of the Indenture, such obligations (whether or not due
               and payable) shall forthwith become due and payable by the
               Guarantors for the purpose of this Note Guarantee.

                    (h) The Guarantors shall have the right to seek contribution
               from any non-paying Guarantor so long as the exercise of such
               right does not impair the rights of the Holders under the Note
               Guarantee.

                    (i) Pursuant to Section 10.02 of the Indenture, after giving
               effect to any maximum amount and all other contingent and fixed
               liabilities that are relevant under any applicable Bankruptcy or
               fraudulent conveyance laws, and after giving effect to any
               collections from, rights to receive contribution from or payments
               made by or on behalf of any other Guarantor in respect of the
               obligations of such other Guarantor under Article 10 of the
               Indenture, this new Note Guarantee shall be limited to the
               maximum amount permissible such that the obligations of such
               Guarantor under this Note Guarantee will not constitute a
               fraudulent transfer or conveyance.


                                      F-2



          3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that
the Note Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

          4. GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                    (a) The Guaranteeing Subsidiary may not sell or otherwise
               dispose of all substantially all of its assets to, or consolidate
               with or merge with or into (whether or not such Guarantor is the
               surviving Person) another Person, other than the Company or
               another Guarantor unless:

                    (i) immediately after giving effect to such transaction, no
               Default or Event of Default exists; and

                    (ii) either (A) subject to Sections 11.05 and 11.06 of the
               Indenture, the Person acquiring the property in any such sale or
               disposition or the Person formed by or surviving any such
               consolidation or merger unconditionally assumes all the
               obligations of that Guarantor, pursuant to a supplemental
               indenture in form and substance reasonably satisfactory to the
               Trustee, under the Notes, the Indenture and the Note Guarantee on
               the terms set forth herein or therein; or (B) the Net Proceeds of
               such sale or other disposition are applied in accordance with the
               applicable provisions of the Indenture, including without
               limitation, Section 4.10 thereof.

                    (b) In case of any such consolidation, merger, sale or
               conveyance and upon the assumption by the successor Person, by
               supplemental indenture, executed and delivered to the Trustee and
               satisfactory in form to the Trustee, of the Note Guarantee
               endorsed upon the Notes and the due and punctual performance of
               all of the covenants and conditions of the Indenture to be
               performed by the Guarantor, such successor Person shall succeed
               to and be substituted for the Guarantor with the same effect as
               if it had been named herein as a Guarantor. Such successor Person
               thereupon may cause to be signed any or all of the Note
               Guarantees to be endorsed upon all of the Notes issuable under
               the Indenture which theretofore shall not have been signed by the
               Company and delivered to the Trustee. All the Note Guarantees so
               issued shall in all respects have the same legal rank and benefit
               under the Indenture as the Note Guarantees theretofore and
               thereafter issued in accordance with the terms of the Indenture
               as though all of such Note Guarantees had been issued at the date
               of the execution hereof.

                    (c) Except as set forth in Articles 4 and 5 and Section
               10.05 of the Indenture, and notwithstanding clauses (a) and (b)
               above, nothing contained in the Indenture or in any of the Notes
               shall prevent any consolidation or merger of a Guarantor with or
               into the Company or another Guarantor, or shall prevent any sale
               or conveyance of the property of a Guarantor as an entirety or
               substantially as an entirety to the Company or another Guarantor.

          5. RELEASES.

                    (a) In the event of any sale or other disposition of all or
               substantially all of the assets of any Guarantor, by way of
               merger, consolidation or otherwise, or a sale or other
               disposition of all of the capital stock of any Guarantor, in each
               case to a Person that is not (either before or after giving
               effect to such transaction) a Restricted Subsidiary of the
               Company, then such Guarantor (in the event of a sale or other
               disposition, by way of


                                       F-3



               merger, consolidation or otherwise, of all of the capital stock
               of such Guarantor) or the corporation acquiring the property (in
               the event of a sale or other disposition of all or substantially
               all of the assets of such Guarantor) will be released and
               relieved of any obligations under its Note Guarantee; provided
               that the Net Proceeds of such sale or other disposition are
               applied in accordance with the applicable provisions of the
               Indenture, including without limitation Section 4.10 of the
               Indenture. Upon delivery by the Company to the Trustee of an
               Officers' Certificate and an Opinion of Counsel to the effect
               that such sale or other disposition was made by the Company in
               accordance with the provisions of the Indenture, including
               without limitation Section 4.10 of the Indenture, the Trustee
               shall execute any documents reasonably required in order to
               evidence the release of any Guarantor from its obligations under
               its Note Guarantee.

                    (b) Any Guarantor not released from its obligations under
               its Note Guarantee shall remain liable for the full amount of
               principal of and interest on the Notes and for the other
               obligations of any Guarantor under the Indenture as provided in
               Article 11 of the Indenture.

          6. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the
Indenture or this Supplemental Indenture or for any claim based on, in respect
of, or by reason of, such obligations or their creation. Each Holder of the
Notes by accepting a Note waives and releases all such liability. The waiver and
release are part of the consideration for issuance of the Notes. Such waiver may
not be effective to waive liabilities under the federal securities laws and it
is the view of the SEC that such a waiver is against public policy.

          7. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

          8. COUNTERPARTS. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.

          9. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

          10. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                      F-4



          IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

          Dated: _______________, 20___

                                        [GUARANTEEING SUBSIDIARY]


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                        Metaldyne Corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                        EXISTING GUARANTORS LISTED ON
                                        SCHEDULE I HERETO:


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                        THE BANK OF NEW YORK,
                                           as Trustee


                                        By:
                                            ------------------------------------
                                            Authorized Signatory


                                      F-5



                                   SCHEDULE I

                              ER Acquisition Corp.
                              GMTI Holding Company
                         Halyard Aviation Services, Inc.
                             MASG Disposition, Inc.
                        MASX Energy Services Group, Inc.
                       Metaldyne Accura Tool & Mold, Inc.
                              Metaldyne Company LLC
                    Metaldyne DuPage Die Casting Corporation
                             Metaldyne Europe, Inc.
                        Metaldyne European Holdings Inc.
                  Metaldyne Lester Precision Die Casting, Inc.
                      Metaldyne Light Metals Company, Inc.
                 Metaldyne Machining and Assembly Company, Inc.
                  Metaldyne Precision Forming-Fort Wayne, Inc.
                            Metaldyne Services, Inc.
                 Metaldyne Sintered Components of Indiana, Inc.
                       Metaldyne Sintered Components, LLC
                        Metaldyne Tubular Products, Inc.
                           Metaldyne U.S. Holding Co.
                         Precision Headed Products, Inc.
                               Punchcraft Company
                            Stahl International, Inc.
                               W.C. McCurdy & Co.
                             Windfall Products, Inc.
                        Windfall Specialty Powders, Inc.


                                      F-6

EX-4.10

                                                                  EXECUTION COPY

EXHIBIT 4.10 - REGISTRATION RIGHTS AGREEMENT RELATING TO THE SENIOR NOTES DUE
2013, DATED AS OF OCTOBER 27, 2003, BY AND AMONG METALDYNE CORPORATION AND THE
OTHER PARTIES NAMED THEREIN.

                          REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION RIGHTS AGREEMENT, dated October 27, 2003 (the
"Agreement"), is entered into by and among Metaldyne Corporation, a Delaware
corporation (the "Company"), each of the Company's subsidiaries listed on
Schedule I hereto (such subsidiaries, the "Guarantors"), Credit Suisse First
Boston LLC, Deutsche Bank Securities Inc. and J.P. Morgan Securities Inc.
(collectively, the "Initial Purchasers").

     The Company, the Guarantors and the Initial Purchasers are parties to the
Purchase Agreement, dated October 20, 2003 (the "Purchase Agreement"), which
provides for the sale by the Company to the Initial Purchasers of $150,000,000
aggregate principal amount of the Company's 10% Senior Notes due 2013 (the
"Securities"), which will be fully and unconditionally guaranteed on an
unsecured senior basis by each of the Guarantors (the "Guarantees"). As an
inducement to the Initial Purchasers (including the Market-Maker (as defined
herein)) to enter into the Purchase Agreement, the Company and the Guarantors
have agreed to provide to the Initial Purchasers and their direct and indirect
transferees the registration rights set forth in this Agreement. The execution
and delivery of this Agreement is a condition to the closing under the Purchase
Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

Section 1. Definitions.

     As used in this Agreement, the following terms shall have the following
meanings:

     "Business Day" shall mean 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.

     "Closing Date" shall mean the Closing Date as defined in the Purchase
Agreement.

     "Company" shall have the meaning set forth in the preamble and shall also
include the Company's successors.

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended
from time to time.

     "Exchange Date" shall have the meaning set forth in Section 2(a)(ii)
hereof.

     "Exchange Offer" shall mean the exchange offer by the Company and the
Guarantors of Exchange Securities for Registrable Securities pursuant to Section
2(a) hereof.



     "Exchange Offer Registration" shall mean a registration under the
Securities Act effected pursuant to Section 2(a) hereof.

     "Exchange Offer Registration Statement" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form) and all amendments and supplements to such registration statement, in each
case, including the Prospectus contained therein, all exhibits thereto and any
document incorporated by reference therein.

     "Exchange Securities" shall mean the 10% Senior Notes due 2013 issued by
the Company and guaranteed by the Guarantors under the Indenture containing
terms identical to the Securities and the Guarantees (except that the Exchange
Securities will not be subject to restrictions on transfer or to any increase in
annual interest rate for failure to comply with this Agreement) and to be
offered to Holders of Securities in exchange for Securities pursuant to the
Exchange Offer.

     "Guarantors" shall have the meaning set forth in the preamble and shall
also include any successors to the Guarantors.

     "Holders" shall mean the Initial Purchasers, for so long as they own any
Registrable Securities, and each of their successors, assigns and direct and
indirect transferees who become owners of Registrable Securities under the
Indenture; provided that for purposes of Sections 4 and 6 of this Agreement, the
term "Holders" shall include Participating Broker-Dealers.

     "Indemnified Person" shall have the meaning set forth in Section 6(c)
hereof.

     "Indemnifying Person" shall have the meaning set forth in Section 6(c)
hereof.

     "Indenture" shall mean the Indenture relating to the Securities, dated as
of October 27, 2003, among the Company, the Guarantors and The Bank of New York,
as trustee, as the same may be amended from time to time in accordance with the
terms thereof.

     "Initial Purchasers" shall have the meaning set forth in the preamble.

     "Inspector" shall have the meaning set forth in Section 3(m) hereof.

     "Majority Holders" shall mean the Holders of a majority of the aggregate
principal amount of outstanding Registrable Securities; provided that whenever
the consent or approval of Holders of a specified percentage of Registrable
Securities is required hereunder, Registrable Securities owned directly or
indirectly by the Company or any of its affiliates shall not be counted in
determining whether such consent or approval was given by the Holders of such
required percentage or amount.

     "Participating Broker-Dealers" shall have the meaning set forth in Section
4(a) hereof.

     "Person" shall mean an individual, partnership, limited liability company,
corporation, trust or unincorporated organization, or a government or agency or
political subdivision thereof.

     "Purchase Agreement" shall have the meaning set forth in the preamble.


                                        2



     "Prospectus" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including a prospectus
supplement with respect to the terms of the offering of any portion of the
Registrable Securities covered by a Shelf Registration Statement, and by all
other amendments and supplements to such prospectus, and in each case including
any document incorporated by reference therein. This term, except where the
context otherwise requires, shall also include any prospectus (or any amendment
or supplement thereto) filed with the SEC pursuant to Section 5 hereof.

     "Registrable Securities" shall mean the Securities; provided that the
Securities shall cease to be Registrable Securities (i) when a Registration
Statement with respect to such Securities has been declared effective under the
Securities Act and such Securities have been exchanged or disposed of pursuant
to such Registration Statement, (ii) when such Securities have been sold
pursuant to Rule 144 or are eligible for resale pursuant to Rule 144(k) (or any
similar provision then in force, but not Rule 144A) under the Securities Act or
(iii) when such Securities cease to be outstanding.

     "Registration Expenses" shall mean any and all expenses incident to
performance of or compliance by the Company and the Guarantors with this
Agreement, including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. registration and filing fees, (ii) all
fees and expenses incurred in connection with compliance with state securities
or blue sky laws (including reasonable fees and disbursements of counsel for any
Underwriters or Holders in connection with blue sky qualification of any
Exchange Securities or Registrable Securities), (iii) all expenses of any
Persons in preparing or assisting in preparing, word processing, printing and
distributing any Registration Statement, any Prospectus and any amendments or
supplements thereto, any underwriting agreements, securities sales agreements or
other similar agreements and any other documents relating to the performance of
and compliance with this Agreement, (iv) all rating agency fees, (v) all fees
and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and
its counsel, (vii) the fees and disbursements of counsel for the Company and the
Guarantors and, in the case of a Shelf Registration Statement, the fees and
disbursements of one counsel for the Holders (which counsel shall be selected by
the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent public
accountants of the Company and the Guarantors, including the expenses of any
special audits or "comfort" letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of
counsel to the Underwriters (other than fees and expenses set forth in clause
(ii) above) or the Holders and underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of Registrable
Securities by a Holder.

     "Registration Statement" shall mean any registration statement of the
Company and the Guarantors that covers any of the Exchange Securities or
Registrable Securities pursuant to the provisions of this Agreement and all
amendments and supplements to any such registration statement, including
post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference
therein.

     "SEC" shall mean the Securities and Exchange Commission.


                                        3



     "Securities Act" shall mean the Securities Act of 1933, as amended from
time to time.

     "Shelf Registration" shall mean a registration effected pursuant to Section
2(b) hereof.

     "Shelf Registration Statement" shall mean a "shelf" registration statement
of the Company and the Guarantors that covers all the Registrable Securities
(but no other securities unless approved by the Holders whose Registrable
Securities to be covered by such Shelf Registration Statement) on an appropriate
form under Rule 415 under the Securities Act, or any similar rule that may be
adopted by the SEC, and all amendments and supplements to such registration
statement, including post-effective amendments, in each case including the
Prospectus contained therein, all exhibits thereto and any document incorporated
by reference therein.

     "Staff" shall mean the staff of the SEC.

     "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, as
amended from time to time.

     "Trustee" shall mean the trustee with respect to the Securities under the
Indenture.

     "Underwriter" shall have the meaning set forth in Section 3 hereof.

     "Underwritten Offering" shall mean an offering in which Registrable
Securities are sold to an Underwriter for reoffering to the public.

Section 2. Registration Under the Securities Act.

     (a) To the extent not prohibited by any applicable law or applicable
interpretations of the Staff, the Company and the Guarantors shall use their
reasonable best efforts to (i) cause to be filed an Exchange Offer Registration
Statement covering an offer to the Holders to exchange all the Registrable
Securities for Exchange Securities and (ii) have such Registration Statement
remain effective until the closing of the Exchange Offer. The Company and the
Guarantors shall commence the Exchange Offer promptly after the Exchange Offer
Registration Statement is declared effective by the SEC and use their reasonable
best efforts to complete the Exchange Offer not later than 60 days after such
effective date.

     The Company and the Guarantors shall commence the Exchange Offer by mailing
the related Prospectus, appropriate letters of transmittal and other
accompanying documents to each Holder stating, in addition to such other
disclosures as are required by applicable law:

          (i)  that the Exchange Offer is being made pursuant to this Agreement
               and that all Registrable Securities validly tendered and not
               properly withdrawn will be accepted for exchange;

          (ii) the dates of acceptance for exchange (which shall be a period of
               at least 20 Business Days from the date such notice is mailed)
               (each, an "Exchange Date");


                                        4



          (iii) that any Registrable Security not tendered will remain
               outstanding and continue to accrue interest but will not retain
               any rights under this Agreement;

          (iv) that any Holder electing to have a Registrable Security exchanged
               pursuant to the Exchange Offer will be required to surrender such
               Registrable Security, together with the appropriate letters of
               transmittal, to the institution and at the address (located in
               the Borough of Manhattan, The City of New York) and in the manner
               specified in the notice, prior to the close of business on the
               last Exchange Date; and

          (v)  that any Holder will be entitled to withdraw its election, not
               later than the close of business on the last Exchange Date, by
               sending to the institution and at the address (located in the
               Borough of Manhattan, The City of New York) specified in the
               notice, a telegram, telex, facsimile transmission or letter
               setting forth the name of such Holder, the principal amount of
               Registrable Securities delivered for exchange and a statement
               that such Holder is withdrawing its election to have such
               Securities exchanged.

     As a condition to participating in the Exchange Offer, a Holder will be
required to represent to the Company and the Guarantors that (i) any Exchange
Securities to be received by it will be acquired in the ordinary course of its
business, (ii) at the time of the commencement of the Exchange Offer it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Securities in
violation of the provisions of the Securities Act, (iii) it is not an
"affiliate" (within the meaning of Rule 405 under Securities Act) of the Company
or any Guarantor and (iv) if such Holder is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Registrable Securities
that were acquired as a result of market-making or other trading activities,
then such Holder will deliver a Prospectus in connection with any resale of such
Exchange Securities.

     As soon as practicable after the last Exchange Date, the Company and the
Guarantors shall:

          (i)  accept for exchange Registrable Securities or portions thereof
               validly tendered and not properly withdrawn pursuant to the
               Exchange Offer; and

          (ii) deliver, or cause to be delivered, to the Trustee for
               cancellation all Registrable Securities or portions thereof so
               accepted for exchange by the Company and issue, and cause the
               Trustee to promptly authenticate and deliver to each Holder,
               Exchange Securities equal in principal amount to the principal
               amount of the Registrable Securities surrendered by such Holder.

     The Company and the Guarantors shall use their reasonable best efforts to
complete the Exchange Offer as provided above and shall comply with the
applicable requirements of the Securities Act, the Exchange Act and other
applicable laws and regulations in connection with


                                        5



the Exchange Offer. The Exchange Offer shall not be subject to any conditions,
other than that the Exchange Offer does not violate any applicable law or
applicable interpretations of the Staff.

     (b) In the event that (i) the Company and the Guarantors determine that the
Exchange Offer Registration provided for in Section 2(a) above is not available
or may not be completed as soon as practicable after the last Exchange Date
because it would violate any applicable law or applicable interpretations of the
Staff, (ii) the Exchange Offer is not for any other reason completed by 210 days
after the Closing Date or (iii) the Exchange Offer has been completed and in the
opinion of counsel for the Initial Purchasers a Registration Statement must be
filed and a Prospectus must be delivered by the Initial Purchasers in connection
with any offering or sale of Registrable Securities held by the Initial
Purchasers, the Company and the Guarantors shall use their reasonable best
efforts to cause to be filed as soon as practicable after such determination,
date or notice of such opinion of counsel is given to the Company, as the case
may be, a Shelf Registration Statement providing for the sale of all the
Registrable Securities by the Holders thereof (or Initial Purchasers that are
holders thereof in the case of a Shelf Registration Statement filed pursuant to
clause (iii) of this sentence) and to have such Shelf Registration Statement
declared effective by the SEC.

     In the event that the Company and the Guarantors are required to file a
Shelf Registration Statement solely as a result of the matters referred to in
clause (iii) of the preceding sentence, the Company and the Guarantors shall use
their reasonable best efforts to file and have declared effective by the SEC
both an Exchange Offer Registration Statement pursuant to Section 2(a) with
respect to all Registrable Securities and a Shelf Registration Statement (which
may be a combined Registration Statement with the Exchange Offer Registration
Statement) with respect to offers and sales of Registrable Securities held by
the Initial Purchasers after completion of the Exchange Offer. The Company and
the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period
referred to in Rule 144(k) under the Securities Act with respect to the
Registrable Securities or such shorter period that will terminate when all the
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement. The Company and the
Guarantors further agree to supplement or amend the Shelf Registration Statement
and the related Prospectus if required by the rules, regulations or instructions
applicable to the registration form used by the Company for such Shelf
Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registration or if reasonably requested by a
Holder of Registrable Securities with respect to information relating to such
Holder, and to use their reasonable best efforts to cause any such amendment to
become effective and such Shelf Registration Statement and Prospectus to become
usable as soon as thereafter practicable. The Company and the Guarantors agree
to furnish to the Holders of Registrable Securities copies of any such
supplement or amendment promptly after its being used or filed with the SEC.

     (c) The Company and the Guarantors shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b)
hereof. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.


                                        6



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a)
hereof or a Shelf Registration Statement pursuant to Section 2(b) hereof will
not be deemed to have become effective unless it has been declared effective by
the SEC; provided that if, after it has been declared effective, the offering of
Registrable Securities pursuant to a Shelf Registration Statement is interfered
with by any stop order, injunction or other order or requirement of the SEC or
any court or other governmental or regulatory agency or body, such Registration
Statement will be deemed not to have become effective during the period of such
interference until the offering of Registrable Securities pursuant to such
Registration Statement may legally resume.

     In the event that either the Exchange Offer is not completed or a Shelf
Registration Statement, if required hereby, is not declared effective within 210
days of the Closing Date, the interest rate on the Registrable Securities will
be increased by 1.00% per annum until the Exchange Offer is completed or the
Shelf Registration Statement, if required hereby, is declared effective by the
SEC or the Securities become freely tradable under the Securities Act.

     (e) Without limiting the remedies available to the Initial Purchasers and
the Holders, the Company and the Guarantors acknowledge that any failure by the
Company or the Guarantors to comply with their obligations under Section 2(a)
and Section 2(b) hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain
such relief as may be required to specifically enforce the Company's and the
Guarantors' obligations under Section 2(a) and Section 2(b) hereof.

Section 3. Registration Procedures.

     In connection with their obligations pursuant to Section 2(a) and Section
2(b) hereof, the Company and the Guarantors shall as expeditiously as possible:

     (a) prepare and file with the SEC a Registration Statement on the
appropriate form under the Securities Act, which form (x) shall be selected by
the Company and the Guarantors, (y) shall, in the case of a Shelf Registration,
be available for the sale of the Registrable Securities by the selling Holders
thereof and (z) shall comply as to form in all material respects with the
requirements of the applicable form and include all financial statements
required by the SEC to be filed therewith; and use their reasonable best efforts
to cause such Registration Statement to become effective and remain effective
for the applicable period in accordance with Section 2 hereof;

     (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such
Registration Statement effective for the applicable period in accordance with
Section 2 hereof and cause each Prospectus to be supplemented by any required
prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the Securities Act; and keep each Prospectus current during the period
described in Section 4(3) of and Rule 174 under the Securities Act that is
applicable to transactions by brokers or dealers with respect to the Registrable
Securities or Exchange Securities;


                                        7



     (c) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, to counsel for the Initial Purchasers, to counsel for
such Holders and to each Underwriter of an Underwritten Offering of Registrable
Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary Prospectus, and any amendment or supplement thereto in order to
facilitate the sale or other disposition of the Registrable Securities
thereunder; and the Company and the Guarantors consent to the use of such
Prospectus and any amendment or supplement thereto in accordance with applicable
law by each of the selling Holders of Registrable Securities and any such
Underwriters in connection with the offering and sale of the Registrable
Securities covered by and in the manner described in such Prospectus or any
amendment or supplement thereto in accordance with applicable law;

     (d) use their reasonable best efforts to register or qualify the
Registrable Securities under all applicable state securities or blue sky laws of
such jurisdictions as any Holder of Registrable Securities covered by a
Registration Statement shall reasonably request in writing by the time the
applicable Registration Statement is declared effective by the SEC; cooperate
with the Holders in connection with any filings required to be made with the
National Association of Securities Dealers, Inc.; and do any and all other acts
and things that may be reasonably necessary or advisable to enable each Holder
to complete the disposition in each such jurisdiction of the Registrable
Securities owned by such Holder; provided that neither the Company nor any
Guarantor shall be required to (i) qualify as a foreign corporation or other
entity or as a dealer in securities in any jurisdiction where it would not
otherwise be required to so qualify, (ii) file any general consent to service of
process in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject;

     (e) in the case of a Shelf Registration, notify each Holder of Registrable
Securities, counsel for such Holders and counsel for the Initial Purchasers
promptly and, if requested by any such Holder or counsel, confirm such advice in
writing (i) when a Registration Statement has become effective and when any
post-effective amendment thereto has been filed and becomes effective, (ii) of
any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional
information after the Registration Statement has become effective, (iii) of the
issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the initiation of
any proceedings for that purpose, (iv) if, between the effective date of a
Registration Statement and the closing of any sale of Registrable Securities
covered thereby, the representations and warranties of the Company or any
Guarantor contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to an offering of such Registrable
Securities cease to be true and correct in all material respects or if the
Company or any Guarantor receives any notification with respect to the
suspension of the qualification of the Registrable Securities for sale in any
jurisdiction or the initiation of any proceeding for such purpose, (v) of the
happening of any event during the period a Shelf Registration Statement is
effective that makes any statement made in such Registration Statement or the
related Prospectus untrue in any material respect or that requires the making of
any changes in such Registration Statement or Prospectus in order to make the
statements therein not misleading and (vi) of any determination by the Company
or any Guarantor that a post-effective amendment to a Registration Statement
would be appropriate;


                                        8



     (f) use their reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
possible moment and provide immediate notice to each Holder of the withdrawal of
any such order;

     (g) in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, without charge, at least one conformed copy of each
Registration Statement and any post-effective amendment thereto (without any
documents incorporated therein by reference or exhibits thereto, unless
requested);

     (h) in the case of a Shelf Registration, cooperate with the selling Holders
of Registrable Securities to facilitate the timely preparation and delivery of
certificates representing Registrable Securities to be sold and not bearing any
restrictive legends and enable such Registrable Securities to be issued in such
denominations and registered in such names (consistent with the provisions of
the Indenture) as the selling Holders may reasonably request at least one
Business Day prior to the closing of any sale of Registrable Securities;

     (i) in the case of a Shelf Registration, upon the occurrence of any event
contemplated by Section 3(e)(iii) or 3(e)(v) hereof, use their reasonable best
efforts to prepare and file with the SEC a supplement or post-effective
amendment to a Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to purchasers of the Registrable Securities, such
Prospectus will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and the Company
and the Guarantors shall notify the Holders of Registrable Securities to suspend
use of the Prospectus as promptly as practicable after the occurrence of such an
event, and such Holders hereby agree to suspend use of the Prospectus until the
Company and the Guarantors have amended or supplemented the Prospectus to
correct such misstatement or omission;

     (j) a reasonable time prior to the filing of any Shelf Registration
Statement, any related Prospectus, any amendment to a Shelf Registration
Statement or amendment or supplement to a related Prospectus or of any document
that is to be incorporated by reference into a Shelf Registration Statement or a
related Prospectus after initial filing of a Shelf Registration Statement,
provide copies of such document to the Initial Purchasers and their counsel and
to the Holders of Registrable Securities and their counsel and make such of the
representatives of the Company and the Guarantors as shall be reasonably
requested by the Initial Purchasers or their counsel or the Holders of
Registrable Securities or their counsel available for discussion of such
document; and the Company and the Guarantors shall not at any time after initial
filing of a Shelf Registration Statement file any amendment to the Shelf
Registration Statement, any related Prospectus or any amendment of or supplement
to a Shelf Registration Statement or a related Prospectus or any document that
is to be incorporated by reference into a Shelf Registration Statement or a
related Prospectus, of which the Initial Purchasers and their counsel and the
Holders of Registrable Securities and their counsel shall not have previously
been advised and furnished a copy or to which the Initial Purchasers or their
counsel or the Holders or their counsel shall reasonably object;


                                        9



     (k) obtain a CUSIP number for all Exchange Securities or Registrable
Securities, as the case may be, not later than the effective date of a
Registration Statement;

     (l) cause the Indenture to be qualified under the Trust Indenture Act in
connection with the registration of the Exchange Securities or Registrable
Securities, as the case may be; cooperate with the Trustee and the Holders to
effect such changes to the Indenture as may be required for the Indenture to be
so qualified in accordance with the terms of the Trust Indenture Act; and
execute, and use their reasonable best efforts to cause the Trustee to execute,
all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so
qualified in a timely manner;

     (m) in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Registrable Securities (an "Inspector"),
any Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and attorneys and accountants designated by the Holders,
at reasonable times and in a reasonable manner, all pertinent financial and
other records, pertinent documents and properties of the Company and the
Guarantors, and cause the respective officers, directors and employees of the
Company and the Guarantors to supply all information reasonably requested by any
such Inspector, Underwriter, attorney or accountant in connection with a Shelf
Registration Statement; provided that if any such information is identified by
the Company or any Guarantor as being confidential or proprietary, each Person
receiving such information shall take such actions as are reasonably necessary
to protect the confidentiality of such information to the extent such action is
otherwise not inconsistent with, an impairment of or in derogation of the rights
and interests of any Inspector, Holder or Underwriter;

     (n) in the case of a Shelf Registration, use their reasonable best efforts
to cause all Registrable Securities to be listed on any securities exchange or
any automated quotation system on which similar securities issued or guaranteed
by the Company or any Guarantor are then listed if requested by the Majority
Holders, to the extent such Registrable Securities satisfy applicable listing
requirements;

     (o) if reasonably requested by any Holder of Registrable Securities covered
by a Registration Statement, promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such
Holder reasonably requests to be included therein and make all required filings
of such Prospectus supplement or such post-effective amendment as soon as the
Company has received notification of the matters to be incorporated in such
filing; and

     (p) in the case of a Shelf Registration, enter into such customary
agreements and take all such other actions in connection therewith (including
those requested by the Holders of a majority in principal amount of the
Registrable Securities being sold) in order to expedite or facilitate the
disposition of such Registrable Securities including, but not limited to, an
Underwritten Offering and in such connection, (i) to the extent possible, make
such representations and warranties to the Holders and any Underwriters of such
Registrable Securities with respect to the business of the Company and its
subsidiaries, the Registration Statement, Prospectus and documents incorporated
by reference or deemed incorporated by reference, if any, in each case, in form,
substance and scope as are customarily made by issuers


                                       10



to underwriters in underwritten offerings and confirm the same if and when
requested, (ii) obtain opinions of counsel to the Company and the Guarantors
(which counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders and such Underwriters and their respective counsel)
addressed to each selling Holder and Underwriter of Registrable Securities,
covering the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain "comfort" letters from the independent certified public
accountants of the Company and the Guarantors (and, if necessary, any other
certified public accountant of any subsidiary of the Company or any Guarantor,
or of any business acquired by the Company or any Guarantor for which financial
statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter of
Registrable Securities, such letters to be in customary form and covering
matters of the type customarily covered in "comfort" letters in connection with
underwritten offerings and (iv) deliver such documents and certificates as may
be reasonably requested by the Holders of a majority in principal amount of the
Registrable Securities being sold or the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company and the Guarantors made pursuant
to clause (i) above and to evidence compliance with any customary conditions
contained in an underwriting agreement.

     In the case of a Shelf Registration Statement, the Company may require each
Holder of Registrable Securities to furnish to the Company such information
regarding such Holder and the proposed disposition by such Holder of such
Registrable Securities as the Company and the Guarantors may from time to time
reasonably request in writing.

     In the case of a Shelf Registration Statement, each Holder of Registrable
Securities agrees that, upon receipt of any notice from the Company and the
Guarantors of the happening of any event of the kind described in Section
3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith discontinue disposition
of Registrable Securities pursuant to a Registration Statement until such
Holder's receipt of the copies of the supplemented or amended Prospectus
contemplated by Section 3(i) hereof and, if so directed by the Company and the
Guarantors, such Holder will deliver to the Company and the Guarantors all
copies in its possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities that is
current at the time of receipt of such notice.

     If the Company and the Guarantors shall give any such notice to suspend the
disposition of Registrable Securities pursuant to a Registration Statement, the
Company and the Guarantors shall extend the period during which the Registration
Statement shall be maintained effective pursuant to this Agreement by the number
of days during the period from and including the date of the giving of such
notice to and including the date when the Holders shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions.
The Company and the Guarantors may give any such notice only twice during any
365-day period and any such suspensions shall not exceed 30 days for each
suspension and there shall not be more than two suspensions in effect during any
365-day period.

     The Holders of Registrable Securities covered by a Shelf Registration
Statement who desire to do so may sell such Registrable Securities in an
Underwritten Offering. In any such Underwritten Offering, the investment banker
or investment bankers and manager or managers


                                       11



(the "Underwriters") that will administer the offering will be selected by the
Majority Holders of the Registrable Securities included in such offering and
shall be reasonably acceptable to the Company and the Guarantors.

Section 4. Participation of Broker-Dealers in Exchange Offer.

     (a) The Staff has taken the position that any broker-dealer that receives
Exchange Securities for its own account in the Exchange Offer in exchange for
Securities that were acquired by such broker-dealer as a result of market-making
or other trading activities (a "Participating Broker-Dealer") may be deemed to
be an "underwriter" within the meaning of the Securities Act and must deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Securities.

     The Company and the Guarantors understand that it is the Staff's position
that if the Prospectus contained in the Exchange Offer Registration Statement
includes a plan of distribution containing a statement to the above effect and
the means by which Participating Broker-Dealers may resell the Exchange
Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by
Participating Broker-Dealers to satisfy their prospectus delivery obligation
under the Securities Act in connection with resales of Exchange Securities for
their own accounts, so long as the Prospectus otherwise meets the requirements
of the Securities Act.

     (b) In light of the above, and notwithstanding the other provisions of this
Agreement, the Company and the Guarantors agree to amend or supplement the
Prospectus contained in the Exchange Offer Registration Statement, as would
otherwise be contemplated by Section 3(i), for a period of up to 180 days after
the last Exchange Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement), if requested by the
Initial Purchasers or by one or more Participating Broker-Dealers, in order to
expedite or facilitate the disposition of any Exchange Securities by
Participating Broker-Dealers consistent with the positions of the Staff recited
in Section 4(a) above. The Company and the Guarantors further agree that
Participating Broker-Dealers shall be authorized to deliver such Prospectus
during such period in connection with the resales contemplated by this Section
4; and

     (c) The Initial Purchasers shall have no liability to the Company, any
Guarantor or any Holder with respect to any request that they may make pursuant
to Section 4(b) above.

Section 5. Market-Making.

     (a) For the sole benefit of Credit Suisse First Boston LLC (in such
capacity, the "Market-Maker") or any of its affiliates (as defined in the rules
and regulations of the SEC), so long as (x) any of the Registrable Securities or
Exchange Securities are outstanding (y) as the Market-Maker or any of its
affiliates owns any equity securities of the Company, the Guarantors or any of
their affiliates and proposes to make a market in the Registrable Securities or
Exchange Securities as part of its business in the ordinary course and (z) in
the reasonable opinion of the Market-Maker's counsel, a market making prospectus
would be required for the Market Maker to make a market in the Registrable
Securities or Exchange Securities in the ordinary course


                                       12



under applicable law or SEC interpretation of law, the following provisions
shall apply for the sole benefit of the Market-Maker:

          (i)  The Company and the Guarantors shall (A) on the date that the
               Exchange Offer Registration Statement is filed with the SEC, file
               a registration statement (the "Market-Making Registration
               Statement") (which may be the Exchange Offer Registration
               Statement or the Shelf Registration Statement if permitted by the
               rules and regulations of the SEC) and use their reasonable best
               efforts to cause such Market-Making Registration Statement to be
               declared effective by the SEC on or prior to the consummation of
               the Exchange Offer; (B) periodically amend such Market-Making
               Registration Statement so that the information contained therein
               complies with the requirements of Section 10(a) under the
               Securities Act; (C) amend the Market-Making Registration
               Statement or supplement the related prospectus when necessary to
               reflect any material changes in the information provided therein;
               and (D) amend the Market-Making Registration Statement when
               required to do so in order to comply with Section 10(a)(3) of the
               Securities Act; provided, however, that the Company will provide
               the Market-Maker and its counsel with copies of the Market-Making
               Registration Statement and each amendment and supplement filed.

          (ii) The Company shall notify the Market-Maker (A) when any
               post-effective amendment to the Market-Making Registration
               Statement or any amendment or supplement to the related
               prospectus has been filed, and, with respect to any
               post-effective amendment, when the same has become effective; (B)
               of any request by the SEC for any post-effective amendment to the
               Market-Making Registration Statement, any supplement or amendment
               to the related prospectus or for additional information; (C) the
               issuance by the SEC of any stop order suspending the
               effectiveness of the Market-Making Registration Statement or the
               initiation of any proceedings for that purpose; (D) of the
               receipt by the Company of any notification with respect to the
               suspension of the qualification of the Registrable Securities or
               Exchange Securities for sale in any jurisdiction or the
               initiation or threatening of any proceedings for such purpose;
               and (E) of the happening of any event that makes any statement
               made in the Market-Making Registration Statement, the related
               prospectus or any amendment or supplement thereto untrue or that
               requires the making of any changes in the Market-Making
               Registration Statement, such prospectus or any amendment or
               supplement thereto, in order to make the statements therein not
               misleading.

          (iii) If any event contemplated by Section 5(a)(ii)(B) through (E)
               occurs during the period for which the Company and the Guarantors
               are required to maintain an effective Market-Making Registration
               Statement, the Company and the Guarantors shall promptly prepare
               and file with the SEC a post-effective amendment to the
               Market-Making Registration Statement


                                       13



               or a supplement to the related prospectus or file any other
               required document so that the prospectus will not include an
               untrue statement of a material fact or omit to state a material
               fact necessary in order to make the statements therein, in the
               light of the circumstances under which they were made, not
               misleading.

          (iv) In the event of the issuance of any stop order suspending the
               effectiveness of the Market-Making Registration Statement or of
               any order suspending the qualification of the Registrable
               Securities or Exchange Securities for sale in any jurisdiction,
               the Company and the Guarantors shall use promptly their
               commercially reasonable best efforts to obtain its withdrawal.

          (v)  The Company shall furnish to the Market-Maker, without charge,
               (i) at least one conformed copy of the Market-Making Registration
               Statement and any post-effective amendment thereto; and (ii) as
               many copies of the related prospectus and any amendment or
               supplement thereto as the Market-Maker may reasonably request.

          (vi) The Company and the Guarantors shall consent to the use of the
               prospectus contained in the Market-Making Registration Statement
               or any amendment or supplement thereto by the Market-Maker in
               connection with its market-making activities.

          (vii) Notwithstanding the foregoing provisions of this Section 5, the
               Company and the Guarantors may for valid business reasons,
               including without limitation, a potential acquisition,
               divestiture of assets or other material corporate transaction,
               issue a notice that the Market-Making Registration Statement is
               no longer effective or the prospectus included therein is no
               longer usable for offers and sales of Registrable Securities or
               Exchange Securities and may issue any notice suspending use of
               the Market-Making Registration Statement required under
               applicable securities laws to be issued for so long as valid
               business reasons exist and the Company shall not be obligated to
               amend or supplement the Market-Making Registration Statement or
               the prospectus included therein until it reasonably deems
               appropriate. The Market-Maker agrees that upon receipt of any
               notice from the Company pursuant to this Section 5(a)(vii), it
               will discontinue use of the Market-Making Registration Statement
               until receipt of copies of the supplemented or amended prospectus
               relating thereto or until advised in writing by the Company that
               the use of the Market-Making Registration Statement may be
               resumed.

     (b) In connection with the Market-Making Registration Statement, the
Company shall (i) make reasonably available for inspection by a representative
of, and counsel acting for, the Market-Maker all relevant financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries and (ii) use its reasonable best efforts to have its


                                       14



officers, directors, employees, accountants and counsel supply all relevant
information reasonably requested by such representative or counsel or the
Market-Maker.

     (c) Prior to the effective date of the Market-Making Registration
Statement, the Company and the Guarantors will use their reasonable best efforts
to register or qualify such Registrable Securities or Exchange Securities for
offer and sale under the securities or blue sky laws of such jurisdictions as
the Market-Maker reasonably requests in writing and do any and all other acts or
things necessary or advisable to enable the offer and sale in such jurisdictions
of the Registrable Securities or Exchange Securities covered by the
Market-Making Registration Statement; provided that the Company and the
Guarantors will not be required to qualify generally to do business in any
jurisdiction where they are not then so qualified or to take any action which
would subject them to general service of process or to taxation in any such
jurisdiction where they are not then so subject.

     (d) The Company represents that the Market-Making Registration Statement,
any post-effective amendments thereto, any amendments or supplements to the
related prospectus and any documents filed by them under the Exchange Act will,
when they become effective or are filed with the SEC, as the case may be,
conform in all respects to the requirements of the Securities Act and the
Exchange Act and the rules and regulations of the SEC thereunder and will not,
as of the effective date of such Market-Making Registration Statement or
post-effective amendments and as of the filing date of amendments or supplements
to such prospectus or filings under the Exchange Act, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein in light of the
circumstances under which they were made not misleading; provided that no
representation or warranty is made as to information contained in or omitted
from the Market-Making Registration Statement or the related prospectus in
reliance upon and in conformity with written information furnished to the
Company by the Market-Maker specifically for inclusion therein, which
information the parties hereto agree will be limited to the statements
concerning the Market-Making activities of the Market-Maker to be set forth on
the cover page and in the "Plan of Distribution" section of the prospectus (the
"Market-Maker's Information").

     (e) At the time of effectiveness of the Market-Making Registration
Statement (unless it is the same as the time of effectiveness of the Exchange
Offer Registration Statement) and concurrently with each time the Market-Making
Registration Statement or the related prospectus shall be amended or such
prospectus shall be supplemented, the Company shall (if requested in writing by
the Market-Maker) furnish the Market-Maker and its counsel with a certificate of
its Chairman of the Board of Directors or Chief Financial Officer to the effect
that:

          (i)  the Market-Making Registration Statement has been declared
               effective;

          (ii) in the case of an amendment or supplement, such amendment has
               become effective under the Securities Act as of the date and time
               specified in such certificate, if applicable; if required, such
               amendment or supplement to the prospectus was filed with the SEC
               pursuant to the subparagraph of Rule 424(b) under the Securities
               Act specified in such certificate on the date specified therein;


                                       15



          (iii) to the knowledge of such officers, no stop order suspending the
               effectiveness of the Market-Making Registration Statement has
               been issued and no proceeding for that purpose is pending or
               threatened by the SEC; and

          (iv) such officers have carefully examined the Market-Making
               Registration Statement and the prospectus (and, in the case of an
               amendment or supplement, such amendment or supplement) and as of
               the date of such Market-Making Registration Statement, amendment
               or supplement, as applicable, the Market-Making Registration
               Statement and the prospectus, as amended or supplemented, if
               applicable, did not include any untrue statement of a material
               fact and did not omit to state a material fact required to be
               stated therein or necessary to make the statements therein not
               misleading.

     (f) The Company and the Guarantors, on the one hand, and the Market-Maker,
on the other hand, hereby agree to indemnify each other, and, if applicable,
contribute to the other, in accordance with Section 6 of this Agreement.

     (g) The Company will comply with the provisions of this Section 5 at its
own expense and will reimburse the Market-Maker for its expenses associated with
this Section 5 (including reasonable fees of counsel).

     (h) The agreements contained in this Section 5 and the representations,
warranties and agreements contained in this Agreement shall survive all offers
and sales of the Registrable Securities or Exchange Securities and shall remain
in full force and effect, regardless of any termination or cancellation of this
Agreement or any investigation made by or on behalf of any indemnified party.

     (i) For purposes of this Section 5, any reference to the terms "amend,"
"amendment" or "supplement" with respect to the Market-Making Registration
Statement or the prospectus contained therein shall be deemed to refer to and
include the filing under the Exchange Act of any document deemed to be
incorporated therein by reference.

Section 6. Indemnification and Contribution.

     (a) The Company and each Guarantor, jointly and severally, agree to
indemnify and hold harmless each Initial Purchaser, the Market-Maker and each
Holder, their respective affiliates and each Person, if any, who controls any
Initial Purchaser or any Holder within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act, from and against any and all
losses, claims, damages and liabilities (including, without limitation, legal
fees and other expenses incurred in connection with any suit, action or
proceeding or any claim asserted), joint or several, (i) arising out of or based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement, Market-Maker Registration Statement or
any Prospectus, (ii) arising out of or based upon any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading or (iii) in


                                       16



the case of the Market-Maker, any breach by the Company and the Guarantors of
their representations, warranties and agreements contained in Section 5 hereof,
except insofar as such losses, claims, damages or liabilities are arising out of
or based upon any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with any information relating
to any Initial Purchaser, the Market-Maker or any Holder furnished to the
Company in writing through the Initial Purchasers, the Market-Maker or any
selling Holder expressly for use therein. In connection with any Underwritten
Offering permitted by Section 3, the Company and the Guarantors will also
indemnify the Underwriters, if any, the Market-Maker, selling brokers, dealers
and similar securities industry professionals participating in the distribution,
their respective affiliates and each Person who controls such Persons (within
the meaning of the Securities Act and the Exchange Act) to the same extent as
provided above with respect to the indemnification of the Holders, if requested
in connection with any Registration Statement or Market-Maker Registration
Statement.

     (b) Each Holder (including the Market-Maker) agrees, severally and not
jointly, to indemnify and hold harmless the Company, the Guarantors, the Initial
Purchasers and the other selling Holders, their respective affiliates, the
directors of the Company and the Guarantors, each officer of the Company and the
Guarantors who signed the Registration Statement or Market-Maker Registration
Statement and each Person, if any, who controls the Company, the Guarantors, any
Initial Purchaser and any other selling Holder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as
the indemnity set forth in paragraph (a) above, but only with respect to any
losses, claims, damages or liabilities arising out of or based upon any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with any information relating to such Holder furnished to
the Company in writing by such Holder expressly for use in any Registration
Statement, any Market-Maker Registration Statement and any Prospectus.

     (c) If any suit, action, proceeding (including any governmental or
regulatory investigation), claim or demand shall be brought or asserted against
any Person in respect of which indemnification may be sought pursuant to either
paragraph (a) or (b) above, such Person (the "Indemnified Person") shall
promptly notify the Person against whom such indemnification may be sought (the
"Indemnifying Person") in writing; provided that the failure to notify the
Indemnifying Person shall not relieve it from any liability that it may have
under this Section 6 except to the extent that it has been materially prejudiced
(through the forfeiture of substantive rights or defenses) by such failure; and
provided, further, that the failure to notify the Indemnifying Person shall not
relieve it from any liability that it may have to an Indemnified Person
otherwise than under this Section 6. If any such proceeding shall be brought or
asserted against an Indemnified Person and it shall have notified the
Indemnifying Person thereof, the Indemnifying Person shall retain counsel
reasonably satisfactory to the Indemnified Person to represent the Indemnified
Person and any others entitled to indemnification pursuant to this Section 6
that the Indemnifying Person may designate in such proceeding and shall pay the
fees and expenses of such counsel related to such proceeding. In any such
proceeding, any Indemnified Person shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of
such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person
has failed within a reasonable time to retain counsel reasonably satisfactory to
the Indemnified Person; (iii) the Indemnified Person shall have reasonably
concluded that


                                       17



there may be legal defenses available to it that are different from or in
addition to those available to the Indemnifying Person; or (iv) the named
parties in any such proceeding (including any impleaded parties) include both
the Indemnifying Person and the Indemnified Person and representation of both
parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. It is understood and agreed that the
Indemnifying Person shall not, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the fees and expenses of more
than one separate firm (in addition to any local counsel) for all Indemnified
Persons, and that all such fees and expenses shall be reimbursed as they are
incurred. Any such separate firm (x) for any Initial Purchaser, its affiliates
and any control Persons of such Initial Purchaser shall be designated in writing
by Credit Suisse First Boston LLC, (y) for any Holder, its affiliates and any
control Persons of such Holder shall be designated in writing by the Majority
Holders and (z) in all other cases shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any settlement of any
proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, the Indemnifying
Person agrees to indemnify each Indemnified Person from and against any loss or
liability by reason of such settlement or judgment. Notwithstanding the
foregoing sentence, if at any time an Indemnified Person shall have requested
that an Indemnifying Person reimburse the Indemnified Person for fees and
expenses of counsel as contemplated by this paragraph, the Indemnifying Person
shall be liable for any settlement of any proceeding effected without its
written consent if (i) such settlement is entered into more than 30 days after
receipt by the Indemnifying Person of such request and (ii) the Indemnifying
Person shall not have reimbursed the Indemnified Person in accordance with such
request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of
any pending or threatened proceeding in respect of which any Indemnified Person
is or could have been a party and indemnification could have been sought
hereunder by such Indemnified Person, unless such settlement (A) includes an
unconditional release of such Indemnified Person in form and substance
satisfactory to such Indemnified Person from all liability on claims that are
the subject matter of such proceeding and (B) does not include any statement as
to or any admission of fault, culpability or a failure to act by or on behalf of
any Indemnified Person.

     (d) If the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses,
claims, damages or liabilities referred to therein, then each Indemnifying
Person under such paragraph, in lieu of indemnifying such Indemnified Person
thereunder, shall contribute to the amount paid or payable by such Indemnified
Person as a result of such losses, claims, damages or liabilities (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors from the offering of the Securities, on the one hand,
and by the Holders from receiving Securities or Exchange Securities registered
under the Securities Act, on the other hand, or (ii) if the allocation provided
by clause (i) is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company and the Guarantors on the one hand
and the Holders on the other in connection with the statements or omissions that
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and the
Guarantors on the one hand and the Holders on the other shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by


                                       18



the Company and the Guarantors or by the Holders and the parties' relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.

     (e) The Company, the Guarantors and the Holders agree that it would not be
just and equitable if contribution pursuant to this Section 6 were determined by
pro rata allocation (even if the Holders were treated as one entity for such
purpose) or by any other method of allocation that does not take account of the
equitable considerations referred to in paragraph (d) above. The amount paid or
payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in paragraph (d) above shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses incurred
by such Indemnified Person in connection with any such action or claim.
Notwithstanding the provisions of this Section 6, in no event shall a Holder be
required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such Holder exceeds
the amount of any damages that such Holder has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission. No Person guilty of fraudulent misrepresentation (within the meaning
of Section 11(f) of the Securities Act) shall be entitled to contribution from
any Person who was not guilty of such fraudulent misrepresentation.

     (f) The remedies provided for in this Section 6 are not exclusive and shall
not limit any rights or remedies that may otherwise be available to any
Indemnified Person at law or in equity.

     (g) The indemnity and contribution provisions contained in this Section 6
shall remain operative and in full force and effect regardless of (i) any
termination of this Agreement, (ii) any investigation made by or on behalf of
the Initial Purchasers, the Market-Maker or Holder their respective affiliates
or any Person controlling any Initial Purchaser, the Market-Maker or any Holder,
or by or on behalf of the Company, the Guarantors, their respective affiliates
or the officers or directors of or any Person controlling the Company or the
Guarantors, (iii) acceptance of any of the Exchange Securities and (iv) any sale
of Registrable Securities pursuant to a Shelf Registration Statement or
Market-Maker Registration Statement.

Section 7. Miscellaneous.

     (a) No Inconsistent Agreements. The Company and the Guarantors represent,
warrant and agree that (i) the rights granted to the Holders hereunder do not in
any way conflict with and are not inconsistent with the rights granted to the
holders of any other outstanding securities issued or guaranteed by the Company
or any Guarantor under any other agreement and (ii) neither the Company nor any
Guarantor has entered into, or on or after the date of this Agreement will enter
into, any agreement that is inconsistent with the rights granted to the Holders
of Registrable Securities in this Agreement or otherwise conflicts with the
provisions hereof.

     (b) Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given
unless the Company and the Guarantors have obtained the written consent of
Holders of at least a majority in aggregate principal amount of the outstanding
Registrable Securities affected by such amendment,


                                       19



modification, supplement, waiver or consent (and, with respect to the provisions
of Section 5 hereof, the written consent of the Market-Maker); provided that no
amendment, modification, supplement, waiver or consent to any departure from the
provisions of Section 6 hereof shall be effective as against any Holder of
Registrable Securities unless consented to in writing by such Holder.

     (c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telex, telecopier, or any courier guaranteeing overnight delivery (i) if
to a Holder, at the most current address given by such Holder to the Company by
means of a notice given in accordance with the provisions of this Section 7(c),
which address initially is, with respect to the Initial Purchasers, the address
set forth in the Purchase Agreement; and (ii) if to the Company and the
Guarantors, initially at the Company's address set forth in the Purchase
Agreement and thereafter at such other address, notice of which is given in
accordance with the provisions of this Section 7(c). All such notices and
communications shall be deemed to have been duly given: at the time delivered by
hand, if personally delivered; five Business Days after being deposited in the
mail, postage prepaid, if mailed; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and on the next Business Day if timely delivered
to an air courier guaranteeing overnight delivery. Copies of all such notices,
demands or other communications shall be concurrently delivered by the Person
giving the same to the applicable Trustee, at the address specified in the
Indenture.

     (d) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; provided that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement. If any transferee of any
Holder shall acquire Registrable Securities in any manner, whether by operation
of law or otherwise, such Registrable Securities shall be held subject to all
the terms of this Agreement, and by taking and holding such Registrable
Securities such Person shall be conclusively deemed to have agreed to be bound
by and to perform all of the terms and provisions of this Agreement and such
Person shall be entitled to receive the benefits hereof. The Initial Purchasers
(in their capacity as Initial Purchasers) shall have no liability or obligation
to the Company or the Guarantors with respect to any failure by a Holder to
comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.

     (e) Purchases and Sales of Securities. The Company and the Guarantors shall
not, and shall use their reasonable best efforts to cause their affiliates (as
defined in Rule 405 under the Securities Act) not to, purchase and then resell
or otherwise transfer any Registrable Securities.

     (f) Third Party Beneficiaries. Each Holder shall be a third party
beneficiary to the agreements made hereunder between the Company and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, and
shall have the right to enforce such agreements directly to the extent it deems
such enforcement necessary or advisable to protect its rights or the rights of
other Holders hereunder.


                                       20



     (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     (i) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY AND THE
GUARANTORS EACH HEREBY AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK, COUNTY OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT
OF OR RELATING TO THIS AGREEMENT.

     (j) Miscellaneous. This Agreement contains the entire agreement between the
parties relating to the subject matter hereof and supersedes all oral statements
and prior writings with respect thereto. This Agreement may not be amended or
modified except by a writing executed by each of the parties hereto. Section
headings herein are for convenience only and are not a part of this Agreement.
If any term, provision, covenant or restriction contained in this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable
or against public policy, the remainder of the terms, provisions, covenants and
restrictions contained herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated. The Company, the Guarantors and the
Initial Purchasers shall endeavor in good faith negotiations to replace the
invalid, void or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, void or
unenforceable provisions.

                     [REMAINDER OF PAGE INTENTIONALLY BLANK]


                                       21



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                   METALDYNE CORPORATION


                                   By: /s/ Jeffrey M. Stafeil
                                       -----------------------------------------
                                       Name: Jeffrey M. Stafeil
                                       Title: Executive Vice President and CFO


                                   EACH OF THE GUARANTORS LISTED ON SCHEDULE I
                                   HERETO:


                                   By: /s/ Jeffrey M. Stafeil
                                       -----------------------------------------
                                       Name: Jeffrey M. Stafeil
                                       Title: Vice President



Confirmed and accepted as of the date first written above:

CREDIT SUISSE FIRST BOSTON LLC
DEUTSCHE BANK SECURITIES INC.
J.P. MORGAN SECURITIES INC.

     By CREDIT SUISSE FIRST BOSTON LLC


          By: /s/ James Stone
              --------------------------
              Name: James Stone
              Title: Director



                                   SCHEDULE I

                              ER Acquisition Corp.
                              GMTI Holding Company
                         Halyard Aviation Services, Inc.
                             MASG Disposition, Inc.
                        MASX Energy Services Group, Inc.
                       Metaldyne Accura Tool & Mold, Inc.
                              Metaldyne Company LLC
                    Metaldyne DuPage Die Casting Corporation
                             Metaldyne Europe, Inc.
                  Metaldyne Lester Precision Die Casting, Inc.
                      Metaldyne Light Metals Company, Inc.
                 Metaldyne Machining and Assembly Company, Inc.
                  Metaldyne Precision Forming-Fort Wayne, Inc.
                            Metaldyne Services, Inc.
                 Metaldyne Sintered Components of Indiana, Inc.
                       Metaldyne Sintered Components, LLC
                        Metaldyne Tubular Products, Inc.
                           Metaldyne U.S. Holding Co.
                         Precision Headed Products, Inc.
                               Punchcraft Company
                            Stahl International, Inc.
                               W.C. McCurdy & Co.
                             Windfall Products, Inc.
                        Windfall Specialty Powders, Inc.

EX-10.9

     EXHIBIT 10.9 - DESCRIPTION OF THE METALDYNE ANNUAL VALUE CREATION PLAN

THIS PUBLICATION DESCRIBES THE NEW ANNUAL VALUE CREATION PLAN FOR KEY EMPLOYEES
OF METALDYNE. SOME OF THE AVC PLAN'S HIGHLIGHTS INCLUDE:

o    PARTICIPANTS ARE SELECTED BY THE METALDYNE EXECUTIVE COMMITTEE.

o    THE PLAN'S FINANCIAL TARGETS ARE ESTABLISHED THROUGH THE ANNUAL BUDGETING
     PROCESS AND ARE EXPRESSED AS EARNINGS BEFORE SUBTRACTING INTEREST, TAXES,
     DEPRECIATION AND AMORTIZATION - ADJUSTED FOR ASSET MANAGEMENT.

o    YOU AND YOUR MANAGER SET INDIVIDUAL PERFORMANCE TARGETS.

o    TARGET PLAN AWARDS MAY BE 10% OF PAY OR MORE, DEPENDING ON POSITION SCOPE
     AND RESPONSIBILITY. YOU MAY EARN MORE OR LESS THAN YOUR TARGET BASED ON
     ACTUAL COMPANY (AND, AS APPLICABLE, UNIT) PERFORMANCE AND INDIVIDUAL
     PERFORMANCE RELATIVE TO TARGETS.

o    FOR ANY PLAN PAYMENT TO BE MADE IN ANY YEAR, COMPANY PERFORMANCE RESULTS
     MUST BE AT LEAST 50% OF TARGETED RESULTS.

THE ANNUAL VALUE
CREATION PLAN (AVCP)

Metaldyne is committed to ensuring that our total compensation program is
consistent with market competitive pay practices and provides opportunities to
attract and retain excellent performers essential to our business success. As a
component of your total compensation, the Annual Value Creation Plan works to
support our overall business objectives by aligning individual goals with the
goals of shareholders and focusing attention on the key measures of success. The
plan is designed to reward achievement of key business goals and individual
performance based on your contributions.

- --------------------------------------------------------------------------------

WHO PARTICIPATES

The Metaldyne Executive Committee identifies the specific positions that are
eligible for participation in the AVC Plan. The Executive Committee is made up
of the CEO, CFO, and VP HR of Metaldyne. In general, the Committee will award
eligibility to division management, plant managers and their direct reports
(depending on size of the operation), and corporate management.

PERFORMANCE MEASURES

AVCP awards are based on "Corporate", which is defined as all of Metaldyne,
"Unit", which is the level for which you have most direct accountability, and
"Individual" performance during the year.

CORPORATE AND UNIT PERFORMANCE

As defined in the box on the following page, the Annual Value Creation Plan uses
adjusted EBITDA ("Earnings Before Interest, Taxes, Depreciation and
Amortization") as the measure of Corporate and Unit performance. While there are
many possible measures for performance, EBITDA was selected because it is a good
measure of cash flow - the "fuel" for reinvestment in our businesses and valued
by investors because cash flow provides resources for reinvestment.



                         The Annual Value Creation Plan

Each year, baseline performance levels for EBITDA are established through the
business planning process, then adjusted for the change in budgeted assets to
better reflect the importance of assets and asset management.

- --------------------------------------------------------------------------------

"ADJUSTED EBITDA"

EBITDA (pronounced "E-BE-DA") is a measure of cash flow calculated as revenue
minus expenses (before interest, taxes, depreciation and amortization). By
excluding interest, taxes, depreciation and amortization from the expenses used
in the calculation, the earnings figure that results is a good indication of the
amount of money being brought into the company.

For the AVC Plan, the annual EBITDA target is adjusted to reflect the cost of
additional investment in the pursuit of EBITDA and to reward and encourage asset
management. The adjustment is made as shown at right.

                 HERE'S HOW THE EBITDA MEASURE
                 IS ADJUSTED FOR THE AVC PLAN:
                 ----------------------------------------------
                      Actual Change in Average Net Assets
                             Employed for the Year
                 ----------------------------------------------
                                     MINUS
                 ----------------------------------------------
                      Budgeted Changes in Net Assets to be
                             Employed for the Year
                 ----------------------------------------------
                                    EQUALS
                 ----------------------------------------------
                       Difference in Net Assets Employed
                 ----------------------------------------------
                                     TIMES
                 ----------------------------------------------
                                      20%
                 ----------------------------------------------
                                    EQUALS
                 ----------------------------------------------
                           EBITDA ADJUSTMENT FACTOR
                 ----------------------------------------------

- --------------------------------------------------------------------------------

INDIVIDUAL PERFORMANCE

At the beginning of each year, you and your immediate manager will establish
three to five measurable goals that are consistent with organizational goals
(and subject to approval by the next level of management). At the end of the
year, individual performance will be measured relative to those goals. Each
year, there may be a corporate-wide focus for some or all of the individual
goals.

AVC PLAN STEPS - BEGINNING OF THE YEAR

At the beginning of each year, we go through the following five steps:

BEGINNING OF YEAR -- STEP 1: DETERMINE YOUR TARGET AWARD

Your AVC Plan target award is simply a percentage of your annual base salary.
This percentage is based on your position and scope of responsibility.

Target Award Example:

Setting AVC Plan Target Award: Assume the employee's AVC Plan target is 10% of
base salary, and that base salary is $80,000. In this case, the employee's AVC
Plan award target is $8,000 (10% X $80,000).

BEGINNING OF YEAR - STEP 2: DETERMINE UNIT AND RELATED COMPONENTS

If yours is a Unit position (those reporting through an operations group
president), your AVC Plan award will be made up of three components: 1)
Corporate adjusted EBITDA, 2) Unit adjusted EBITDA, and 3) individual
performance. Alternatively, if yours is a Corporate position (all other
positions), your AVC Plan award will be made up of two components: 1) Corporate
adjusted EBITDA and 2) individual performance.



                         The Annual Value Creation Plan

BEGINNING OF YEAR - STEP 3: DETERMINE THE CORRESPONDING COMPONENT WEIGHTING

Each component of your AVC Plan award has a "weighting" that indicates the
component's relative importance to your overall Plan award, as summarized in the
following chart:

- --------------------------------------------------------------------------------
                    THESE MEASURES ARE                             AND EACH
  IF YOUR          CONSIDERED FOR YOUR                         MEASURE HAS THIS
POSITION IS:            AVCP AWARD:                          RELATIVE WEIGHTING:
- --------------------------------------------------------------------------------
  CORPORATE    Corporate Adjusted EBITDA..................            75%
               Individual Performance.....................            25%
                                                                     ---
                                                                     100%

- --------------------------------------------------------------------------------
    UNIT       Corporate Adjusted EBITDA..................            35%
               Unit Adjusted EBITDA.......................            40%
               Individual Performance.....................            25%
                                                                     ---
                                                                     100%

- --------------------------------------------------------------------------------

Component Weighting Example:

Assume an employee in a Unit position has an AVC Plan target of $8,000. The
employee's target award is made up of the following components:

- -----------------------------------------------------------
Corporate Adjusted EBITDA...   35% weight X $8,000 = $2,800
Unit Adjusted EBITDA........   40% weight X $8,000 = $3,200
Individual Performance......   25% weight X $8,000 = $2,000
                                                     ------
                                                     $8,000
- -----------------------------------------------------------

BEGINNING OF YEAR -- STEP 4: DETERMINE TARGET PERFORMANCE FOR THE YEAR

The Plan's financial targets are established through the annual business
planning process. At the beginning of the year you will receive information
about the target for Corporate adjusted EBITDA in the coming year and, as
applicable, the target for Unit adjusted EBITDA.

BEGINNING OF YEAR -- STEP 5: SET YOUR INDIVIDUAL GOALS FOR THE YEAR

By February 15 of each year, you and your manager will set individual
performance targets for the year. Your individual performance goals must be
approved by the next higher level of management. Each year, there may be a
corporate-wide focus on some or all of the individual goals.

AVC PLAN STEPS - END OF THE YEAR

At the end of each plan year, AVC Plan awards will be determined following these
four steps:

END OF YEAR - STEP 1: DETERMINE ACTUAL PERFORMANCE RESULT

Soon after the end of each Plan year, actual Corporate Adjusted EBITDA, Unit
Adjusted EBITDA and individual performance results will be measured. Adjusted
EBITDA measures are compared to the targets determined in the business planning
process, and individual performance results are compared to goals set at the
beginning of the year.

Results for each of the categories are expressed as Actual Performance divided
by Target Performance. In this way, 100% indicates performance targets were met
for the measure; a percentage above 100% indicates performance targets were
exceeded -- below 100% means performance targets were not achieved.



                         The Annual Value Creation Plan

Determine Actual Performance Example:

Assume the target for Unit EBITDA was $10 million, and actual Unit Adjusted
EBITDA was $11 million. Then performance results for Unit Adjusted EBITDA equals
110% of target ($11 million actual divided by $10 million targeted = 1.10 or
110%).

END OF YEAR - STEP 2: DETERMINE CORRESPONDING PAYMENT FACTOR

The AVC Plan then uses a "Performance Payment Factor" (see table, below) to
determine a percentage of target award for each component (Corporate Adjusted
EBITDA, individual performance and, for Unit positions, Unit Adjusted EBITDA).

- -------------------------------------------------------------------------------
PERCENT OF TARGET ACHIEVED FOR A GIVEN
       COMPONENT (SEE STEP 1):               PERFORMANCE PAYMENT FACTOR:
- -------------------------------------------------------------------------------
             <80% of target                         0% of target award
- -------------------------------------------------------------------------------
             80% of target                         50% of target award
- -------------------------------------------------------------------------------
             85% of target                         65% of target award
- -------------------------------------------------------------------------------
             90% of target                         80% of target award
- -------------------------------------------------------------------------------
             95% of target                         90% of target award
- -------------------------------------------------------------------------------
             100% of target                       100% of target award
- -------------------------------------------------------------------------------
             105% of target                       110% of target award
- -------------------------------------------------------------------------------
             110% of target                       120% of target award
- -------------------------------------------------------------------------------
             115% of target                       135% of target award
- -------------------------------------------------------------------------------
             120% of target                       150% of target award
- -------------------------------------------------------------------------------
         120% - 150% of target           150% of target award plus 3% for each
                                         additional 1% that performance exceeds
                                                    120% of target
- -------------------------------------------------------------------------------
             >150% of target                      240% of target award
- -------------------------------------------------------------------------------

No payment will be made for any award component when actual performance for that
component is below the applicable threshold.

Regardless of results for other measures, if Corporate Adjusted EBITDA falls
below 50% for any year, there will be no AVC Plan awards paid for that year.

Results between the levels stated on the chart above will be interpolated, i.e.,
for actual results between the stated percentages, there will be a corresponding
payment level between the stated payment factor percentages.

Determine Payment Factor Example:

Assume actual Corporate adjusted EBITDA is 120% of target. Using the Performance
Payment Factor table, we can determine that 150% of the target award for the
Corporate Adjusted EBITDA component will be paid.



                         The Annual Value Creation Plan

END OF YEAR - STEP 3: MULTIPLY BY COMPONENT WEIGHTING

After determining the applicable Performance Payment Factor for each award
component based on the actual results for Corporate Adjusted EBITDA (and Unit
Adjusted EBITDA for Unit positions) and individual performance results, the
Performance Payment Factors are multiplied by the applicable component weighting
determined at the beginning of the year.

Component Weighting Example:

For a Unit employee with the following results for each performance category --
Corporate Adjusted EBITDA - 110% of target; Unit Adjusted EBITDA - 120% of
target; and Individual Performance - 100% of target -- the Performance Payment
Factors and the Component Weightings are multiplied as follows:

                                       PERFORMANCE   PAYMENT   COMPONENT
PERFORMANCE CATEGORY                     VS. PLAN     FACTOR   WEIGHTING   TOTAL
- --------------------------------------------------------------------------------
Corporate Adjusted EBITDA:                 110%        120%  X    35%    =  42%
Unit Adjusted EBITDA:                      120%        150%  X    40%    =  60%
Individual Performance:                    100%        100%  X    25%    =  25%

END OF YEAR - STEP 4: SUM OF WEIGHTED PAYMENT FACTORS EQUALS ACTUAL AWARD

The fourth and final step to determine the actual Annual Value Creation Plan
award is to sum the weighted performance payment factors for each component,
then multiply the total by the target award amount, as illustrated in the
following example.

Actual Award Example:

Assume you are a Unit employee with a total Plan award target of $8,000. Also
assume the following results are achieved for each performance category:
Corporate Adjusted EBITDA - 110% of target; Unit Adjusted EBITDA - 120% of
target; and Individual Performance - 100% of target. Given these assumptions,
your actual AVC Plan award is determined to be 127% of the $8,000 target award,
or $10,160.

                             PERFORMANCE   PAYMENT   COMPONENT
PERFORMANCE CATEGORY           VS. PLAN     FACTOR   WEIGHTING     TOTAL
- ------------------------------------------------------------------------
Corporate Adjusted EBITDA:       110%        120%  X    35%    =    42%
Unit Adjusted EBITDA:            120%        150%  X    40%    =    60%
Individual Performance:          100%        100%  X    25%    = +  25%
                                                                   ---
                                     TOTAL WEIGHTED PERFORMANCE:   127%
                                                   TARGET AWARD:  $8,000
                                                   ----------------------
                                                   ACTUAL AWARD: $10,160
                                                   ----------------------



                         The Annual Value Creation Plan

ADDITIONAL INFORMATION

PRORATED AWARDS

If you move between units within the year, your award will be calculated to
reflect the time spent in each unit. If you move into or out of an AVCP eligible
position, you will receive a prorated award based on your salary while in an
eligible position.

TERMINATION OF EMPLOYMENT

If you terminate employment prior to the end of the fiscal year due to death,
retirement or disability, you will be eligible for a pro-rata share when awards
are paid. If you terminate for any other reason prior to the end of the fiscal
year, you forfeit your award for the plan year.

ADMINISTRATION

The Executive Committee will administer the plan. This committee will consist of
the CEO, CFO and VPHR of Metaldyne.

FUTURE OF THE PLAN

The Compensation Committee of the Board reserves the right to amend, interpret
or cancel the plan at any time based on the best interests of the Company and
its shareholders. This plan supercedes all prior documentation relating to the
Annual Value Creation Plan.

QUESTIONS?

If you have questions about the Annual Value Creation Plan described here, or
about any other aspect of your Metaldyne compensation program, contact your
local Human Resources department.

NOTE:

At no time is this plan to be considered an employment contract between the
participants and the Company. It does not guarantee participants the right of
continued employment. It does not affect a participant's right to leave the
Company or the Company's right to discharge a participant.

EX-10.10

EXHIBIT 10.10 - DESCRIPTION OF THE METALDYNE EXECUTIVE RETIREMENT PLAN

                                [METALDYNE LOGO]

- --------------------------------------------------------------------------------
To ensure our retirement program for officers is competitive within our
industry, Metaldyne offers the Executive Retirement Plan.
- --------------------------------------------------------------------------------

                               METALDYNE EXECUTIVE
                                 RETIREMENT PLAN

In addition to the new Metaldyne Retirement Foundation Plan and 401(k) Savings
Plan, Metaldyne is introducing a new Contribution Restoration Plan and a new
Supplemental Executive Retirement Plan (SERP) for designated officers. Following
is an overview of these new Metaldyne executive retirement plans.

THE METALDYNE EXECUTIVE RETIREMENT PLAN

Metaldyne sponsors the following executive retirement plans:

CONTRIBUTION RESTORATION PLAN -Section 415 of the Internal Revenue Code (IRC)
limits how much both an employer and an employee can jointly contribute to all
qualified retirement plans in a calendar year. This would include the 401(k),
employer match, and Retirement Foundation Plan. In 2003, this Section 415 limit
is the lesser of $40,000 or 100 percent of taxable compensation. If this
contribution limit affects you, the Contribution Restoration Plan will replace
the "lost" contribution amounts.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (SERP) - In addition to the Metaldyne
Retirement Foundation Plan, the Company provides a SERP that ensures retirement
benefits are competitive with those provided to other senior executives within
our industry. SERP benefits are in addition to any benefits payable from the
Metaldyne Retirement Program.

Both the Contribution Restoration Plan and the SERP are "non-qualified" plans.
This, in general, means that the Company's costs for providing the plans do not
qualify for favorable tax treatment. The Executive Retirement Plan is also an
unfunded plan. Rather than make cash contributions to plan accounts, the Company
pays vested accrued plan benefit amounts from general assets at the time
benefits are due. In the interim, you will receive contribution "credits". These
credits will be accounted for at Fidelity where you will have the ability to
direct your hypothetical investments in the Metaldyne Executive Retirement Plan
just as you do your current qualified plan assets.

ELIGIBILITY

Eligibility for the new Contribution Restoration Plan is restricted to
participants in the Metaldyne Retirement Program who exceed the IRC Section 415
limits in any given year. These contributions will automatically be made up in
this non-qualified plan.

Participation in the new SERP is restricted to designated officers only. As an
eligible officer of the Company, you will automatically participate in the SERP
effective January 1, 2003.

COMPANY CONTRIBUTIONS

If all contributions into your qualified plans exceed the IRC Section 415 limits
in any given year, Metaldyne will credit your Contribution Restoration Plan
account following the end of such calendar year to replace Company contributions
otherwise "lost" from this limitation.

Following the end of each calendar quarter, Metaldyne will make a separate
contribution credit to your SERP account. That credit will be equal to a
percentage of your quarterly covered pay. The percentage will be established
based on your age as of January 1, 2003, or, if later, the date you become
eligible for SERP participation.

Once established, the SERP contribution percentage will remain fixed throughout
your subsequent period of employment with the Company.


                                        1



       METALDYNE SERP CONTRIBUTION PERCENTAGES
- -----------------------------------------------------
AGE (AS OF 1-1-03 OR     COMPANY CONTRIBUTION CREDIT
  ELIGIBILITY DATE)    (% OF QUARTERLY COVERED PAY*):
- -----------------------------------------------------
    Under Age 40                    2.0%
- -----------------------------------------------------
      Age 40-49                     4.0%
- -----------------------------------------------------
   Age 50 or older                  6.0%
- -----------------------------------------------------

*Quarterly covered pay includes your regular base pay and annual bonus. Covered
pay does not include pay sources such as allowances, reimbursements, other
incentive payments, pay earned before you became a SERP participant, and
vacation pay received in a lump sum after retirement or termination. Note: Bonus
payments will be considered as covered pay if the bonus payment is for a
performance period during which you were a SERP participant.

VESTING

You become vested in your Executive Retirement Plan benefits after five years of
service (including eligible vesting service earned prior to January 1, 2003).
Your account balances also become vested if, while a Company employee, you reach
age 65, die or become disabled.

INVESTMENTS

You direct how the Company's contribution credits to your Executive Retirement
Plan are to be invested. Fidelity will credit your account with gains and losses
as though your account was actually invested in the options you have chosen. The
directions you provide for the Metaldyne Executive Retirement Plan are separate
from the investment directions you provide under the Metaldyne Retirement
Program. Investment options, in most cases, are the same. A complete listing of
funds will be made available to you.

As with investment under the Metaldyne Retirement Program, your Executive
Retirement Plan account is subject to investment gains as well as the risk of
investment loss. However, unlike the qualified plans, while Metaldyne has
pledged to pay vested Executive Retirement Plan benefits in the future, the
unfunded nature of these accounts means that they are subject to the risk of
forfeiture in the event of the Company's bankruptcy or insolvency.

Fidelity Investments is the Executive Retirement Plan administrator and will
provide current information on your accounts through quarterly statements. While
your Executive Retirement Plan statement will be separate from your qualified
plan statement, you can still access all of your account information by calling
a Fidelity retirement specialist by phone (1-800-835-5095) or by visiting
Fidelity NetBenefits(SM) on the Internet at www.401k.com.

LEGACY EXECUTIVE PLANS

If you participate in one or more legacy executive benefit plans, each existing
account will be handled as follows:

     o    LEGACY SIMPSON INDUSTRIES SERP - The new Metaldyne SERP is very
          similar to the legacy Simpson SERP implemented in 2001; however, the
          new plan is unfunded where the legacy Simpson SERP was funded through
          a trust. Because of this difference in funding approaches, the two
          plans must remain separate and the fourth quarter 2002 contribution to
          your legacy Simpson SERP account, which was made on February 10, 2003,
          will be the last. If you were eligible for this plan, you will
          continue to receive a separate plan statement for your legacy Simpson
          SERP account and will be able to make separate investment elections.

     o    MASCOTECH PENSION BENEFIT RESTORATION PLAN (DB-BRP) - Similar to the
          qualified pension plan, your benefit under this plan, as applicable,
          will be calculated and "frozen" effective December 31, 2002. Your
          frozen DB-BRP accrued benefit will remain the same for the rest of
          your service with Metaldyne.

     o    MASCOTECH DEFINED CONTRIBUTION BENEFIT RESTORATION PLAN (DC-BRP) - The
          2002 contribution to your legacy MascoTech DC-BRP account, as
          applicable, will be the last. However, the account balance will
          continue to be adjusted for earnings going forward.

OTHER INFORMATION

Following is additional important information about the new Executive Retirement
Plan:

     o    If you leave the Company for a reason other than retirement, the full
          amount of your vested benefits will be paid to you.

     o    If you retire at age 55 or older, you will have the option to take
          your vested benefits in a lump sum or to take systematic withdrawal
          payments from the Plan commencing with your retirement.

     o    If you die before receiving benefits, your spouse or designated
          beneficiary will be eligible to receive a death benefit equal to your
          total vested non-qualified account balance.

This insert provides a general overview of aspects of the Executive Retirement
Plan for designated officers of Metaldyne Corporation. It is not a summary plan
description and does not provide, nor is it intended to provide, complete
details of any benefit plan. If information found here contradicts with the
terms of an actual plan document, the plan document will govern in all cases.
Although at the current time the Company does not expect to terminate any of its
executive retirement plans, the Company retains the right to modify or terminate
its executive retirement plans at any time.


                                        2

EX-10.11

EXHIBIT 10.11 - METALDYNE CORPORATION VOLUNTARY STOCK OPTION EXCHANGE PROGRAM
OFFER SUMMARY

                              METALDYNE CORPORATION
                     VOLUNTARY STOCK OPTION EXCHANGE PROGRAM
                                  OFFER SUMMARY

BACKGROUND

The principal purpose of the Metaldyne Corporation 2001 Long Term Equity
Incentive Plan (the "Plan") is to advance the interests of the Company by
providing a means to attract, retain and motivate employees upon whose judgment,
initiative and efforts the continued success, growth and development of the
Company is dependent. The Board of Directors of the Metaldyne Corporation (the
"Company") has determined that the principal purpose of the Plan will not be
achieved if these employees continue to hold stock options with exercise prices
above the current fair market value of the Company's common stock. As a result,
the Board of Directors approved this Voluntary Stock Option Exchange Program
(the "Program") in order to further the purposes of the Plan while balancing
accounting, cash flow and equity dilution considerations.

THE OFFER

The Company is offering eligible employees the opportunity to participate in the
Program and exchange all of their outstanding options to purchase shares of the
Company's common stock granted under the Plan for new stock options (the "New
Options") and restricted stock units (the "RSUs") to be granted under the Plan.
The Company is making this offer upon the terms and conditions described in this
Offer Summary, the Company's Prospectus relating to the Plan attached as Exhibit
A, and the Election Form attached as Exhibit B (which together constitute the
"Offer"). Participation in the Program is completely voluntary. If you choose to
decline the Offer, your existing options will remain outstanding until you
exercise them or they expire by their terms.

The Offer will expire at 5 p.m., Eastern Time, on January 14, 2004. Should you
decide to tender your options, the Company must receive a properly completed and
executed Election Form before 5 p.m., Eastern Time, on January 14, 2004. The
Election Form must be received by Jan Mcadams, Director, Global HR Integration,
at Corporate Headquarters via (1) fax at (734) 207-6696, (2) mail service at
47603 Halyard, Plymouth, MI 48170, or (3) hand delivery. THIS IS A ONE-TIME
OFFER, AND THE COMPANY WILL STRICTLY ENFORCE THE CUT-OFF TIME FOR THE OFFER OF 5
P.M., EASTERN TIME, ON JANUARY 14, 2004.

ADDITIONAL TERMS OF THE OFFER

The Offer is subject to the following additional terms and conditions:



General

          o    You must continue to be an employee of the Company or one of its
               subsidiaries (an "Eligible Employee") as of January 15, 2004,
               which is the date the tendered options are to be cancelled (the
               "Cancellation Date").

          o    If you currently hold more than one option under the Plan, you
               must tender all of your options for exchange.

          o    All options tendered for exchange and accepted by Metaldyne for
               cancellation will be cancelled on the Cancellation Date. AFTER
               THE CANCELLATION DATE, YOU WILL HAVE NO FURTHER RIGHTS WITH
               RESPECT TO THE CANCELLED OPTIONS.

New Options

          o    If you tender options for exchange as required by the terms of
               this Offer, then, subject to the terms of this Offer, you will be
               granted New Options on the first business day that is six months
               and one day after the Cancellation Date (the "New Option Issue
               Date").

          o    In order to receive a New Option, you must continue to be an
               Eligible Employee as of the New Option Issue Date.

          o    The number of shares subject to each New Option will be equal to
               95% of the shares subject to the corresponding option tendered
               for cancellation.

          o    The New Options will have an exercise price per share equal to
               100% of the fair market value of the Company's common stock on
               the New Option Issue Date, as determined by the Compensation
               Committee of the Company's Board of Directors (the "Committee").

          o    The New Options will vest as follows: 40% of the shares subject
               to the option will vest immediately upon issuance and 30% of the
               shares subject to the option will vest annually thereafter.

          o    If a Change of Control (as defined in the Company's Form of Stock
               Option Agreement and Form of Restricted Stock Unit Award
               Agreement attached as Exhibit C) occurs prior to the New Option
               Issue Date, Program participants will not receive the New
               Options.

          o    Except as otherwise provided in this Offer Summary, each New
               Option will be subject to substantially the same terms as the
               corresponding cancelled option, and the terms and conditions of
               the Plan and the Company's Form of Stock Option Agreement.

RSUs

          o    If you tender options for exchange as required by the terms of
               this Offer, then, subject to the terms of this Offer, you will
               receive one RSU for each forty shares of common stock subject to
               the options you tender.

          o    The RSUs will be granted on the Cancellation Date.

          o    Each RSU will be subject to the terms and conditions set forth in
               the Form of Restricted Stock Unit Award Agreement.

          o    Each RSU will consist of: (1) the right to receive one share of
               common stock seven months after the Cancellation Date provided
               that the holder of



               the RSU continues to be an Eligible Employee on that date and,
               provided further, that the right to receive the common stock may
               be deferred indefinitely at the holder's option, and (2) the
               right to receive a Reload Option (as defined below) if a Change
               of Control occurs within six months after the Cancellation Date
               (a "Change of Control Trigger"), provided that the holder of the
               RSU continues to be an Eligible Employee on the date of the
               Change of Control Trigger.

          o    The Reload Options will be subject to the standard terms and
               conditions of the Plan and the Company's standard Form of Stock
               Option Agreement, except that each Reload Option will: (1) have
               an exercise price per share of $8.45; (2) be fully vested when
               issued; (3) have a term of 90 days, and (4) be a nonqualified
               stock option.

ENCLOSED MATERIALS

Enclosed with this Offer Summary, you will find copies of the following
materials:

          o    Exhibit A - Prospectus relating to the Metaldyne Corporation 2001
               Long Term Equity Incentive Plan

          o    Exhibit B - Election Form

          o    Exhibit C - Form of Restricted Stock Unit Award Agreement

          o    Exhibit D - An Individual Illustration identifying the New
               Options and RSUs that you will receive if you elect to accept the
               Offer.

METALDYNE MAKES NO RECOMMENDATION REGARDING THE OFFER

Although our Board of Directors has approved the Offer, neither we nor our Board
of Directors makes any recommendation as to whether you should tender or not
tender your options. Furthermore, we have not authorized any person to make
recommendations on our behalf. You must make your own decision whether or not to
tender options. We strongly urge you to read the Enclosed Materials and consider
the risks before making your decision. In addition, we recommend that you
consult with your own tax advisor to determine the tax consequences of the Offer
under the laws of the country in which you live and work.

QUESTIONS

If you have questions regarding the Offer, please contact Jan McAdams, Director,
Global HR Integration, at 734-207-6562.

EX-10.16

EXHIBIT 10.16 - EMPLOYMENT AGREEMENT BETWEEN METALDYNE CORPORATION AND TIMOTHY
LEULIETTE (AS AMENDED).



                             CHIEF EXECUTIVE OFFICER
                              EMPLOYMENT AGREEMENT

     This Agreement is made by and between METALDYNE CORPORATION, a Delaware
corporation ("Company") and Timothy D. Leuliette (hereinafter "Executive")
effective January 1, 2001 ("Effective Date"). In order to induce Executive to
serve as its President and Chief Executive Officer, Company enters into this
Agreement with Executive to set out the terms and conditions that will apply to
Executive's employment with Company. Executive is willing to accept such
employment and assignment and to perform services on the terms and conditions
hereinafter set forth. It is therefore hereby agreed by and between the parties
as follows:

     SECTION 1 - EMPLOYMENT.

     (a)  Company employs Executive as its President and Chief Executive
          Officer. In this capacity, Executive shall report to the Board of
          Directors of Company (the "Board"). Executive accepts employment in
          accordance with this Agreement and agrees to devote his full business
          time and efforts to the performance of his duties and responsibilities
          hereunder, subject at all times to review and control of the Board, or
          to the discharge of his duties or responsibilities to Heartland
          Industrial Partners, L.P. of Greenwich Connecticut ("Heartland").
          During the Term of Employment, Executive also agrees to serve, if
          elected, as an officer or director, or both of any subsidiary, limited
          liability company, or other business entity, of which Company or
          Heartland holds at least a fifty percent (50%) ownership interest,
          without the payment of any additional compensation therefor.

     (b)  Nothing in this Agreement shall preclude Executive from engaging in
          charitable and community affairs, from managing any passive investment
          (i.e., an investment with respect to which Executive is in no way
          involved with the management or operation of the entity in which
          Executive has invested) made by him in publicly traded equity
          securities or other property (provided that no such investment may
          exceed five percent (5%) of the equity of any entity, without the
          prior approval of the Board) or from serving, subject to the prior
          approval of the Board, as a member of boards of directors or as a
          trustee of any other corporation, association or entity, to the extent
          that any of the above activities do not conflict with any provision of
          this Agreement.

     SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under this
Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof,



shall terminate on the earlier of: December 31, 2003 ("Initial Period"); or the
date that either party terminates Executive's employment under this Agreement;
provided that subsequent to the Initial Period, the Term of Employment shall
automatically renew each January 1 for one year ("Renewal Period"), unless
Company delivers to Executive or Executive delivers to Company written notice at
least thirty (30) days in advance of the expiration of the Initial Period or any
Renewal Period, that the Term of Employment shall not be extended, in which case
the Term of Employment shall end at the end of the Year in which such notice was
delivered and shall not be further extended except by written agreement of
Company and Executive. The expiration of the Term of Employment under this
Agreement shall not be a termination of this Agreement to the extent that other
provisions of this Agreement by their terms survive the Term of Employment. For
purposes of this Agreement, the term "Year" shall mean the twelve-month period
commencing on the Effective Date and each anniversary of the Effective Date.

     SECTION 3 - COMPENSATION.

     (a)  Salary. During the Initial Period, Company shall pay Executive at the
          rate of One Million Dollars ($1,000,000.00) per annum ("Base Salary").
          Base Salary shall be payable in accordance with the ordinary payroll
          practices of Company and shall be subject to all applicable federal,
          state and local withholding and reporting requirements.

     (b)  Annual Value Creation Plan ("AVCP"). Executive shall be eligible to
          participate in the AVCP, a copy of which has been provided to
          Executive, subject to all the terms and conditions of such plan, as
          such plan may be modified from time to time.

     SECTION 4 - EMPLOYEE BENEFITS.

     (a)  Employee Retirement Benefit Programs, Welfare Benefit Programs, Plans
          and Practices. Company shall provide Executive with coverage under any
          retirement benefit programs, welfare benefit programs, plans and
          practices, that Company makes available to its senior executives, in
          accordance with the terms thereof, as such programs, plans and
          practices may be amended from time to time in accordance with their
          terms.

     (b)  Vacation. Executive shall be entitled to twenty (20) business days of
          paid vacation each calendar year, which shall be taken at such times
          as are consistent with Executive's responsibilities hereunder.
          Vacation days shall be subject to the Company's general policies
          regarding vacation days, as such policies may be modified from time to
          time.

     (c)  Perquisites. During Executive's employment hereunder, Company shall
          provide Executive, subject to review and approval by a Board member,
          (1) the initiation fee and annual costs of a country club membership
          in the Detroit area; (2) tax preparation


                                        2



          and financial planning assistance; (3) an annual physical examination;
          (4) a company car; (5) use of a corporate chartered aircraft; (6) life
          insurance coverage equal to two and one-half (2-1/2) times his Base
          Salary; and (7) long-term disability insurance coverage. Executive
          acknowledges that some portion of his benefits or his personal use of
          perquisites will represent additional personal income to him and will
          be reported to him as such.

     (d)  Stock Options. Executive shall be eligible to participate in the
          Metaldyne Senior Executive Stock Option Plan in accordance with the
          terms and conditions of such plan and any grant agreements thereunder.

     SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the Board, Company will reimburse Executive
for all reasonable expenses incurred by Executive in carrying out his duties.

     SECTION 6 - TERMINATION OF EMPLOYMENT. The respective rights and
responsibilities of the parties to this Agreement notwithstanding, Executive
remains an employee-at-will, and his Term of Employment may be terminated by
either party at any time for any reason by written notice.

     (a)  Termination Without Cause or for Good Reason. If Executive's
          employment is terminated during the Term of Employment by Company for
          any reason other than Cause (as defined in Section 6(c) hereof),
          Disability (as defined in Section 6(e) hereof) or death, or if
          Executive's employment is terminated by Executive for Good Reason (as
          defined in Section 6(a)(2) hereof), then Company shall pay Executive
          the Severance Package. Any termination of employment that results from
          a notice of nonrenewal given in accordance with Section 2 of this
          Agreement shall not be a termination under this Section 6(a) but shall
          instead be a termination under Section 6(b) below. Likewise, a
          termination by Executive without Good Reason shall be a termination
          under Section 6(b) below and not a termination under this Section
          6(a).

          (1)  For purposes of this Agreement, "Severance Package" shall mean:

               (A)  Base Salary continuation for thirty-six (36) months at
                    Executive's annual Base Salary rate in effect on the date of
                    termination, subject to all applicable federal, state and
                    local withholding and reporting requirements. These salary
                    continuation payments shall be paid in accordance with usual
                    Company payroll practices;

               (B)  A bonus equal to three hundred percent (300%) of the target
                    bonus opportunity under AVCP, payable in equal installments
                    over the thirty-six (36) month period described in Section
                    6(a)(1)(A) above, subject to the same withholding and
                    reporting requirements. In addition, Executive shall receive
                    the bonus for the most recently completed bonus term if a
                    bonus has been declared for such term


                                        3



                    but not paid, and a pro rata bonus for the year of
                    termination through the date of termination calculated at
                    one hundred percent (100%) of the bonus opportunity for
                    target performance for that term, multiplied by a fraction
                    the numerator of which is the number of days that Executive
                    was employed during such bonus term and the denominator of
                    which is 365. The prorated bonus for the final year shall be
                    paid in a single sum within ten (10) days of the termination
                    of Executive's employment with Company. Any unpaid bonus
                    shall be paid in accordance with customary practices for
                    payment of bonuses under AVCP; and

               (C)  Continuation of benefits under any life, group health, and
                    dental insurance benefits substantially similar to those
                    which Executive was receiving immediately prior to
                    termination of employment until the earlier of:

                    (i)  the end of the thirty-six (36) month period following
                         Executive's termination of employment, or

                    (ii) the date on which Executive becomes eligible to receive
                         any benefits under any plan or program of any other
                         employer.

                    The continuing coverage provided under this Section
                    6(a)(1)(C) is subject to Executive's eligibility to
                    participate in such plans and all other terms and conditions
                    of such plans, including Company's ability to modify or
                    terminate such plans or coverages. Company may satisfy this
                    obligation in whole or in part by paying the premium
                    otherwise payable by Executive for continuing coverage under
                    Section 601 et seq. of the Employee Retirement Income
                    Security Act of 1974, as it may be amended or replaced from
                    time to time. If Executive is not eligible for continued
                    coverage under one of the Company-provided benefit plans
                    noted in this paragraph (C) that he was participating in
                    during his employment, Company shall pay Executive the cash
                    equivalent of the insurance cost for the duration of the
                    applicable period at the rate of the Company's cost of
                    coverage for Executive's benefits as of the date of
                    termination. Any obligation to pay the cash equivalent of
                    such cost under this item may be settled, at Company's
                    discretion, by a lump-sum payment of any remaining premiums.

          (2)  For purposes of this Agreement, a termination of employment by
               Executive for "Good Reason" shall be a termination by Executive
               following the occurrence of any of the following events unless
               the Company has cured as provided below:


                                        4



               (A)  Removal from the position of Chief Executive Officer of the
                    Company (other than as a result of a promotion or a change
                    in position which is not material);

               (B)  Any material and permanent diminution in Executive's duties
                    or responsibilities; or

               (C)  A material reduction in the aggregate value of Base Salary
                    or bonus opportunity or a material and permanent reduction
                    in the aggregate value of other benefits provided to
                    Executive by the Company; or

               (D)  A permanent reassignment of Executive to another primary
                    office, or a relocation of the Company office that is
                    Executive's primary office, unless Executive's primary
                    office following such reassignment or relocation is within a
                    thirty-five (35) mile radius of Executive's primary office
                    before the reassignment or relocation or Executive's
                    permanent residence on the date of the reassignment or
                    relocation.

               Executive must notify Company of any event constituting Good
               Reason within one hundred twenty (120) days after Executive
               becomes aware of such event or such event shall not constitute
               Good Reason for purposes of this Agreement provided that Company
               shall have fifteen (15) days from the date of such notice to cure
               the Good Reason event. Executive cannot terminate his employment
               for Good Reason if Cause exists at the time of such termination.
               A termination by Executive following cure shall not be a
               termination for Good Reason. A failure of Executive to notify
               Company after the first occurrence of an event constituting Good
               Reason shall not preclude any subsequent occurrences of such
               event (or similar event) from constituting Good Reason.

     (b)  Voluntary Termination by Executive; Expiration of Employment Term. If
          Executive terminates his employment with Company without Good Reason,
          or if the Employment Term expires following notice of nonrenewal by
          either party under Section 2, then Company shall pay Executive his
          accrued unpaid Base Salary through the date of termination and the
          AVCP award for the most recently completed year if an award has been
          declared for such year but not paid. The accrued unpaid Base Salary
          amounts payable under this Section 6(b) shall be payable in a lump sum
          within ten (10) days of termination of employment. Any accrued unpaid
          bonus amounts payable under this Section 6(b) shall be payable in
          accordance with customary practices for payment of bonuses under AVCP.
          No prorated bonus for the year of termination shall be paid. Any other
          benefits under other plans and programs of Company in which Executive
          is participating at the time of Executive's termination of employment
          shall be paid, distributed, settled, or shall expire in accordance
          with


                                        5



          their terms, and Company shall have no further obligations hereunder
          with respect to Executive following the date of termination of
          employment.

     (c)  Termination for Cause. If Executive's employment is terminated for
          Cause, Company shall pay Executive his accrued but unpaid Base Salary
          through the date of the termination of employment, and no further
          payments or benefits shall be owed. The accrued unpaid Base Salary
          amounts payable under this Section 6(c) shall be payable in a lump sum
          within ten (10) days of termination of employment. As used herein, the
          term "Cause" shall be limited to:

          (1)  Executive's conviction of or plea of guilty or nolo contendere to
               a crime constituting a felony under the laws of the United States
               or any state thereof or any other jurisdiction in which Company
               conducts business;

          (2)  Executive's willful misconduct in the performance of his duties
               to Company;

          (3)  Executive's willful and continued failure to follow the
               instructions of Company's Board or CEO; or

          (4)  Executive's willful and/or continued neglect of duties (other
               than any such neglect resulting from incapacity of Executive due
               to physical or mental illness);

          provided, however, that Cause shall arise under items (3) or (4) only
          following ten (10) days written notice thereof from Company which
          specifically identifies such failure or neglect and the continuance of
          such failure or neglect during such notice period. Any failure by
          Company to notify Executive after the first occurrence of an event
          constituting Cause shall not preclude any subsequent occurrences of
          such event (or a similar event) from constituting Cause.

     (d)  Termination Following a Change of Control. In the event Executive's
          employment with Company terminates by reason of a Qualifying
          Termination (as defined below) within three (3) years after a Change
          of Control of Company (as defined below), then, in lieu of the
          Severance Package, and subject to the limitations described in Section
          7 below, the Company shall provide Executive the following termination
          benefits:

          (1)  Termination Payments. Company shall pay Executive:

               (A)  A single sum payment equal to three hundred percent (300%)
                    of Executive's annual Base Salary rate in effect on the date
                    of termination, subject to all applicable federal, state and
                    local


                                        6



                    withholding and reporting requirements. This single-sum
                    payment shall be paid within ten (10) days of termination of
                    employment;

               (B)  A bonus equal to three hundred percent (300%) of the target
                    bonus opportunity under AVCP. In addition, Executive shall
                    receive the bonus for the most recently completed bonus term
                    if a bonus has been declared for such term but not paid, and
                    a pro rata bonus for the year of termination through the
                    date of termination calculated at one hundred percent (100%)
                    of the bonus opportunity for target performance for that
                    term, multiplied by a fraction the numerator of which is the
                    number of days that Executive was employed during such bonus
                    term and the denominator of which is 365. The prorated bonus
                    for the final year shall be paid as a single sum within ten
                    (10) days of termination of employment. Any unpaid bonus
                    shall be paid in accordance with customary practices for
                    payment of bonuses under AVCP.

               All payments under this Section 6(d), however, are subject to the
               timing rules, calculations and adjustments described in Sections
               7 and 8.

          (2)  Benefits Continuation. Executive shall continue to receive life,
               group health and dental insurance benefits substantially similar
               to those which Executive was receiving immediately prior to the
               Qualifying Termination until the earlier of:

               (A)  the end of the thirty-six (36) month period following
                    Executive's termination of employment, or

               (B)  the date on which Executive becomes eligible to receive any
                    benefits under any plan or program of any other employer.

               The continuing coverage provided under this Section 6(d)(2) is
               subject to Executive's eligibility to participate in such plans
               and all other terms and conditions of such plans, including
               Company's ability to modify or terminate such plans or coverages.
               Company may satisfy this obligation in whole or in part by paying
               the premium otherwise payable by Executive for continuing
               coverage under Section 601 et seq. of the Employee Retirement
               Income Security Act of 1974, as it may be amended or replaced
               from time to time. If Executive is not eligible for continued
               coverage under one of the Company-provided benefit plans noted in
               this paragraph (2) that he was participating in during his
               employment, Company shall pay Executive the cash equivalent of
               the insurance cost for the duration of the applicable period at
               the rate of the Company's cost of coverage for Executive's
               benefits as of the date of termination. Any obligation to pay the
               cash


                                        7



               equivalent of such cost of coverage under this item may be
               settled, at Company's discretion by a lump-sum payment of any
               remaining premiums.

          (3)  Qualifying Termination. For purposes of this Agreement, the term
               "Qualifying Termination" means a termination of Executive's
               employment with the Company for any reason other than:

               (A)  death;

               (B)  Disability, as defined herein;

               (C)  Cause, as defined herein; or

               (D)  A termination by Executive without Good Reason, as defined
                    herein.

          (4)  Change of Control Defined. For purposes of this Agreement, a
               "Change of Control" means the first of the following events to
               occur following the date hereof:

               (A)  The sale, lease, or transfer in one or a series of related
                    transactions (i) of eighty percent (80%) or more of the
                    consolidated assets of Company and its subsidiaries or (ii)
                    of seventy-five percent (75%) or more of Capital Stock of
                    Company held by the Heartland Entities as of November 28,
                    2000 (appropriately adjusted for stock splits, combinations,
                    subdivisions, stock dividends and similar events) to any
                    Person or group of persons other than an affiliate of the
                    Heartland Entities, whether directly or indirectly or by way
                    of any merger, consolidation or other business combination
                    or purchase of beneficial ownership or otherwise. The term
                    "group of persons" shall have the meaning of the term
                    "person" set forth in Sections 13(d) and 14(d) of the
                    Securities Exchange Act of 1934 ("1934 Act") or any similar
                    successor provision, and the rules, regulations and
                    interpretations promulgated thereunder. The term "beneficial
                    ownership" shall have the meaning defined under Rule 13d-3
                    under the 1934 Act or any similar successor rules,
                    regulations and interpretations promulgated thereunder.

               (B)  The date on which the individuals who constitute Company's
                    Board of Directors on the date of this agreement, and any
                    new Directors who are hereafter designated by the Heartland
                    entities cease, for any reason, to constitute at least a
                    majority of the members of the Board.


                                        8



               Except as otherwise indicated herein, the definition of all
               capitalized terms in this Section 6(d)(4) is set forth in the
               Shareholders Agreement by and among MascoTech, Inc., Masco
               Corporation, Richard Manoogian, The Richard and Jane Manoogian
               Foundation, and the Heartland Entities, et al., dated November
               28, 2000 (the "Shareholders Agreement").

     (e)  Disability. In the event that Executive is unable to perform his
          duties under this Agreement on account of a disability which continues
          for one hundred eighty (180) consecutive days or more, or for an
          aggregate of one hundred eighty (180) days in any period of twelve
          (12) months, Company may, in its discretion, terminate Executive's
          employment hereunder. Company's obligation to make payments under this
          Agreement shall, except for earned but unpaid Base Salary and AVCP
          awards, cease on the first to occur of (1) the date that is six (6)
          months after such termination or (2) the date Executive becomes
          entitled to benefits under a Company-provided long-term disability
          program. For purposes of this Agreement, "Disability" shall be defined
          by the terms of Company's long-term disability policy, or, in the
          absence of such policy, as a physical or mental disability that
          prevents Executive from performing substantially all of his duties
          under this Agreement and which is expected to be permanent. Company
          may only terminate Executive on account of Disability after giving due
          consideration to whether reasonable accommodations can be made under
          which Executive is able to fulfill his duties under this Agreement.
          The commencement date and expected duration of any physical or mental
          condition that prevents Executive from performing his duties hereunder
          shall be determined by a medical doctor selected by Company. Company
          may, in its discretion, require written confirmation from a physician
          of Disability during any extended absence.

     (f)  Death. In the event of Executive's death during the Term of
          Employment, all obligations of Company to make any further payments,
          other than an obligation to pay any accrued but unpaid Base Salary to
          the date of death and any accrued but unpaid bonuses under AVCP to the
          date of death, shall terminate upon Executive's death.

     (g)  No Duplication of Benefits. Notwithstanding any provision of this
          Agreement to the contrary, if Executive's employment is terminated for
          any reason, in no event shall Executive be eligible for payments under
          more than one subsection of this Section 6.

     (h)  Payments Not Compensation. Any participation by Executive in, and any
          terminating distributions and vested rights under, Company-sponsored
          retirement or savings plans, regardless of whether such plans are
          qualified or nonqualified for tax purposes, shall be governed by the
          terms of those respective plans. For purposes of determining benefits
          and the amounts to be paid to Executive under such plans, any salary
          continuation or severance benefits other than salary or bonus accrued
          before termination shall not be compensation for purposes of accruing
          additional benefits under such plans.


                                        9



     (i)  Executive's Duty to Provide Materials. Upon the termination of the
          Term of Employment for any reason, Executive or his estate shall
          surrender to Company all correspondence, letters, files, contracts,
          mailing lists, customer lists, advertising material, ledgers,
          supplies, equipment, checks, and all other materials and records of
          any kind that are the property of Company or any of its subsidiaries
          or affiliates, that may be in Executive's possession or under his
          control, including all copies of any of the foregoing.

     SECTION 7 - CAP ON PAYMENTS.

     (a)  General Rules. The Internal Revenue Code (the "Code") may place
          significant tax burdens on Executive and Company if the total payments
          made to Executive due to a Change of Control exceed prescribed limits.
          For example, if Executive's "Base Period Income" (as defined below) is
          $100,000, Executive's limit or "Cap" is $299,999. If Executive's
          "Total Payments" exceed the Cap by even $1.00, Executive is subject to
          an excise tax under Section 4999 of the Code of 20% of all amounts
          paid to Executive in excess of $100,000. In other words, if
          Executive's Cap is $299,999, Executive will not be subject to an
          excise tax if Executive receives exactly $299,999. If Executive
          receives $300,000, Executive will be subject to an excise tax of
          $40,000 (20% of $200,000). In order to avoid this excise tax and the
          related adverse tax consequences for Company, by signing this
          Agreement, Executive will be agreeing that, subject to the exception
          noted below, the present value of Executive's Total Payments will not
          exceed an amount equal to Executive's Cap.

     (b)  Special Definitions. For purposes of this Section, the following
          specialized terms will have the following meanings:

          (1)  "Base Period Income". "Base Period Income" is an amount equal to
               Executive's "annualized includable compensation" for the "base
               period" as defined in Sections 280G(d)(1) and (2) of the Code and
               the regulations adopted thereunder. Generally, Executive's
               "annualized includable compensation" is the average of
               Executive's annual taxable income from Company for the "base
               period," which is the five calendar years prior to the year in
               which the Change of Control occurs. These concepts are
               complicated and technical and all of the rules set forth in the
               applicable regulations apply for purposes of this Agreement.

          (2)  "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean an amount
               equal to 2.99 times Executive's "Base Period Income." This is the
               maximum amount which Executive may receive without becoming
               subject to the excise tax imposed by Section 4999 of the Code or
               which Company may pay without loss of deduction under Section
               280G of the Code.


                                       10



          (3)  "Total Payments". The "Total Payments" include any "payments in
               the nature of compensation" (as defined in Section 280G of the
               Code and the regulations adopted thereunder), made pursuant to
               this Agreement or otherwise, to or for Executive's benefit, the
               receipt of which is contingent on a Change of Control and to
               which Section 280G of the Code applies.

     (c)  Calculating the Cap and Adjusting Payments. If Company believes that
          these rules will result in a reduction of the payments to which
          Executive is entitled under this Agreement, it will so notify
          Executive as soon as possible. Company will then, at its expense,
          retain a "Consultant" (which shall be a law firm, a certified public
          accounting firm, and/or a firm of recognized executive compensation
          consultants) to provide an opinion or opinions concerning whether
          Executive's Total Payments exceed the limit discussed above. Company
          will select the Consultant. At a minimum, the opinions required by
          this Section must set forth the amount of Executive's Base Period
          Income, the present value of the Total Payments and the amount and
          present value of any excess parachute payments. If the opinions state
          that there would be an excess parachute payment, Executive's payments
          under this Agreement will be reduced to the extent necessary to
          eliminate the excess. Executive will be allowed to choose the payment
          that should be reduced or eliminated, but the payment Executive
          chooses to reduce or eliminate must be a payment determined by such
          Consultant to be includable in Total Payments. Executive's decision
          shall be in writing and delivered to Company within thirty (30) days
          of Executive's receipt of such opinions. If Executive fails to so
          notify Company, Company will decide which payments to reduce or
          eliminate. If the Consultant selected to provide the opinions referred
          to above so requests in connection with the opinion required by this
          Section, a firm of recognized executive compensation consultants
          selected by Company shall provide an opinion, upon which such
          Consultant may rely, as to the reasonableness of any item of
          compensation as reasonable compensation for services rendered before
          or after the Change of Control. If Company believes that Executive's
          Total Payments will exceed the limitations of this Section, it will
          nonetheless make payments to Executive, at the times stated above, in
          the maximum amount that it believes may be paid without exceeding such
          limitations. The balance, if any, will then be paid after the opinions
          called for above have been received. If the amount paid to Executive
          by Company is ultimately determined, pursuant to the opinion referred
          to above or by the Internal Revenue Service, to have exceeded the
          limitation of this Section, the excess will be treated as a loan to
          Executive by Company and shall be repayable on the ninetieth (90th)
          day following demand by Company, together with interest at the lowest
          "applicable federal rate" provided in Section 1274(d) of the Code. If
          it is ultimately determined, pursuant to the opinion referred to above
          or by the Internal Revenue Service, that a greater payment should have
          been made to Executive, Company shall pay Executive the amount of the
          deficiency, together with interest thereon from the date such amount
          should have been paid to the date


                                       11



          of such payment, at the rate set forth above, so that Executive will
          have received or be entitled to receive the maximum amount to which
          Executive is entitled under this Agreement.

     (d)  Effect of Repeal. In the event that the provisions of Sections 280G
          and 4999 of the Code are repealed without succession, this Section
          shall be of no further force or effect.

     (e)  Exception. The Consultant selected pursuant to Section 7(c) will
          calculate Executive's "Uncapped Benefit" and Executive's "Capped
          Benefit." The limitations of Section 7(a) will not apply to Executive
          if Executive's Uncapped Benefit is at least one hundred ten percent
          (110%) of Executive's Capped Benefit. For this purpose, Executive's
          "Uncapped Benefit" is the amount to which Executive would be entitled
          pursuant to Section 6(d), without regard to the limitations of Section
          7(a). Executive's "Capped Benefit" is the amount to which Executive
          would be entitled pursuant to Section 6(d) after the application of
          the limitations of Section 7(a).

     SECTION 8 - TAX GROSS-UP.

     (a)  Gross-Up Payment. If the Cap imposed by Section 7(a) does not apply to
          Executive because of the exception provided by Section 7(e), Company
          will provide Executive with a "Gross-Up Payment" if an excise tax is
          imposed on Executive pursuant to Section 4999 of the Code. Except as
          otherwise noted below, this Gross-Up Payment will consist of a single
          lump sum payment in an amount such that after payment by Executive of
          the "total presumed federal and state taxes" and the excise taxes
          imposed by Section 4999 of the Code on the Gross-Up Payment (and any
          interest or penalties actually imposed), Executive would retain an
          amount of the Gross-Up Payment equal to the remaining excise taxes
          imposed by Section 4999 of the Code on Executive's Total Payments
          (calculated before the Gross-Up Payment). For purposes of calculating
          Executive's Gross-Up Payment, Executive's actual federal and state
          income taxes will not be used. Instead, Company will use Executive's
          "total presumed federal and state taxes." For purposes of this
          Agreement, Executive's "total presumed federal and state taxes" shall
          be conclusively calculated using a combined tax rate equal to the sum
          of the maximum marginal federal and applicable state income tax rates.
          The state tax rate for Executive's principal place of residence will
          be used and no adjustments will be made for the deduction of state
          taxes on the federal return, any deduction of federal taxes on a state
          return, the loss of itemized deductions or exemptions, or for any
          other purpose.

     (b)  Calculations. All determinations concerning whether a Gross-Up Payment
          is required pursuant to Section 8(a) and the amount of any Gross-Up
          Payment (as


                                       12



          well as any assumptions to be used in making such determinations)
          shall be made by the Consultant selected pursuant to Section 7(c). The
          Consultant shall provide Executive and Company with a written notice
          of the amount of the excise taxes that Executive is required to pay
          and the amount of the Gross-Up Payment. The notice from the Consultant
          shall include any necessary calculations in support of its
          conclusions. All fees and expenses of the Consultant shall be paid by
          Company. Any Gross-Up Payment shall be made by Company within fifteen
          (15) days after the mailing of such notice. As a general rule, the
          Consultant's determination shall be binding on Executive and Company.
          The application of the excise tax rules of Section 4999, however, is
          complex and uncertain and, as a result, the Internal Revenue Service
          may disagree with the Consultant concerning the amount, if any, of the
          excise taxes that are due. If the Internal Revenue Service determines
          that excise taxes are due, or that the amount of the excise taxes that
          are due is greater than the amount determined by the Consultant, the
          Gross-Up Payment will be recalculated by the Consultant to reflect the
          actual excise taxes that Executive is required to pay (and any related
          interest and penalties). Any deficiency will then be paid to Executive
          by Company within fifteen (15) days of the receipt of the revised
          calculations from the Consultant. If the Internal Revenue Service
          determines that the amount of excise taxes that Executive paid exceeds
          the amount due, Executive shall return the excess to Company (along
          with any interest paid to Executive on the overpayment) immediately
          upon receipt from the Internal Revenue Service or other taxing
          authority. Company has the right to challenge any excise tax
          determinations made by the Internal Revenue Service. If Company agrees
          to indemnify Executive from any taxes, interest and penalties that may
          be imposed upon Executive (including any taxes, interest and penalties
          on the amounts paid pursuant to Company's indemnification agreement),
          Executive must cooperate fully with Company in connection with any
          such challenge. Company shall bear all costs associated with the
          challenge of any determination made by the Internal Revenue Service
          and Company shall control all such challenges. The additional Gross-Up
          Payments called for by the preceding paragraph shall not be made until
          Company has either exhausted its (or Executive's) rights to challenge
          the determination or indicated that it intends to concede or settle
          the excise tax determination. Executive must notify Company in writing
          of any claim or determination by the Internal Revenue Service that, if
          upheld, would result in the payment of excise taxes in amounts
          different from the amount initially specified by the Consultant. Such
          notice shall be given as soon as possible but in no event later than
          fifteen (15) days following Executive's receipt of notice of the
          Internal Revenue Service's position.


                                       13



     SECTION 9 - NOTICES. All notices or communications hereunder shall be in
writing, addressed as follows:

          To Company:       Metaldyne Corporation
                            47603 Halyard Drive
                            Plymouth, MI 48170
                            ATTN: Chairman of the Board

          with a copy to:   R. Jeffrey Pollock, Esq.
                            McDonald, Hopkins, Burke &
                               Haber Co., L.P.A.
                            600 Superior Avenue, Suite 2100
                            Cleveland, OH 44114

          To Executive:     Timothy D. Leuliette
                            1250 Waggle Way
                            Naples, FL 34108

          with a copy to:
                            -------------------------------

                            -------------------------------

                            -------------------------------

                            -------------------------------

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

     SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this Agreement
shall be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

     SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding upon
and inure to the benefit of the heirs and representatives of Executive and the
assigns and successors of Company, but neither this Agreement nor any rights or
obligations hereunder shall be assignable or otherwise subject to hypothecation
by Executive (except by will or by operation of the laws of


                                       14



interstate succession) or by Company, except that Company may assign this
Agreement to any successor (whether by merger, purchase or otherwise) to all or
substantially all of the stock, assets or business of Company.

     SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.

     SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

     (a)  Executive represents that acceptance of employment under this
          Agreement and performance under this Agreement are not in violation of
          any restrictions or covenants under the terms of any other agreements
          to which Executive is a party.

     (b)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, during the Term of Employment and for the two (2) year
          period following the termination of Executive's employment with
          Company, for any reason ("Non-Compete Term"), Executive shall not
          engage, either directly or indirectly, as an employee, as a partner or
          member of a limited liability entity, or as principal for Executive's
          own account or jointly with others, or as a stockholder in any
          corporation or joint stock association, in any business other than
          Company or its subsidiaries which designs, develops, manufacturers,
          distributes, sells or markets the type of products or services sold,
          distributed or provided by Company or its subsidiaries during the two
          (2) year period prior to the date of termination (the "Business");
          provided that nothing herein shall prevent Executive from owning,
          directly or indirectly, not more than five percent (5%) of the
          outstanding shares of, or any other equity interest in, any entity
          engaged in the Business and listed or traded on a national securities
          exchanges or in an over-the-counter securities market.

     (c)  During the Non-Compete Term, Executive shall not (1) directly or
          indirectly employ or solicit, or receive or accept the performance of
          services by, any active employee of Company or any of its subsidiaries
          who is employed primarily in connection with the Business, except in
          connection with general, non-targeted recruitment efforts such as
          advertisements and job listings, or directly or indirectly induce any
          employee of Company to leave Company, or assist in any of the
          foregoing, or (2) solicit for business (relating to the Business) any
          person who is a customer or former customer of Company or any of its
          subsidiaries, unless such person shall have ceased to have been such a
          customer for a period of at least six (6) months.

     (d)  Executive shall not at any time (whether during or after his
          employment with Company) disclose or use for Executive's own benefit
          or purposes or the benefit or


                                       15



          purposes of any other person, firm, partnership, joint venture,
          association, corporation or other business organization, entity or
          enterprise other than Company and any of its subsidiaries, any trade
          secrets, information, data, or other confidential information of the
          Company, including but not limited to relating to customers,
          development programs, costs, marketing, trading, investment, sales
          activities, promotion, credit and financial data, financing methods,
          plans or the business and affairs of Company generally, or of any
          subsidiary of Company, unless required to do so by applicable law or
          court order, subpoena or decree or otherwise required by law, with
          reasonable evidence of such determination promptly provided to
          Company. The preceding sentence of this paragraph (d) shall not apply
          to information which is not unique to Company or which is generally
          known to the industry or the public other than as a result of
          Executive's breach of this covenant. Executive agrees that upon
          termination of employment with Company for any reason, Executive will
          return to Company immediately all memoranda, books, papers, plans,
          information, letters and other data, and all copies thereof or
          therefrom, in any way relating to the business of Company and its
          subsidiaries, except that Executive may retain personal notes,
          notebooks and diaries. Executive further agrees that Executive will
          not retain or use for Executive's account at any time any trade names,
          trademark or other proprietary business designation used or owned in
          connection with the business of Company or its subsidiaries.

     (e)  It is expressly understood and agreed that although Executive and
          Company consider the restrictions contained in this Section 13 to be
          reasonable, if a final judicial determination is made by a court of
          competent jurisdiction that the time or territory or any other
          restriction contained in this Agreement is an unenforceable
          restriction against Executive, the provisions of this Agreement shall
          not be rendered void but shall be deemed amended to apply as to such
          maximum time and territory and to such maximum extent as such court
          may judicially determine or indicate to be enforceable. Alternatively,
          if any tribunal of competent jurisdiction finds that any restriction
          contained in this Agreement is unenforceable, and such restriction
          cannot be amended so as to make it enforceable, such finding shall not
          affect the enforceability of any of the other restrictions contained
          herein.

     (f)  As a condition to the receipt of any benefits described in this
          Agreement, Executive shall be required to execute an agreement
          pursuant to which Executive releases any claims he may have against
          Company and agrees to the continuing enforceability of the restrictive
          covenants of this Agreement.

     (g)  This Section 13 will survive the termination of this Agreement.

     SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate


                                       16



and, in recognition of this fact, Executive agrees that, in the event of such a
breach or threatened breach, in addition to any remedies at law, Executive shall
forfeit all payments otherwise due under this Agreement and shall return any
severance package payment made. Moreover, Company, without posting any bond,
shall be entitled to seek equitable relief in the form of specific performance,
temporary restraining order, temporary or permanent injunction or any other
equitable remedy which may then be available.

     SECTION 15- SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 15 are in addition to the survivorship provisions of
any other section of this Agreement.

     SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial or
administrative proceeding or claim relating to or pertaining to this Agreement
is initiated by either party hereto, such proceeding or claim shall and must be
filed in a state or federal court located in Wayne County, Michigan and such
proceeding or claim shall be governed by and construed under Michigan law,
without regard to conflict of law and principals.

     SECTION 17 - DISPUTE RESOLUTION. Company and Consultant shall, in good
faith, first attempt to resolve any dispute, controversy or claim arising out of
or relating to this Agreement by face-to-face negotiations. If any such dispute,
controversy or claim is not resolved within thirty (30) days after such
negotiations begin, such dispute, controversy or claim shall be settled by
arbitration in Detroit, Michigan, under the then-prevailing Commercial
Arbitration Rules of the American Arbitration Association ("Arbitration") except
as specifically provided in this Section; provided, however, any dispute,
controversy or claim arising from or relating to this Agreement for which a
party is seeking, in whole or in part, any type of equitable remedy, may be
brought against the other party in the Federal or State Courts in the
metropolitan Detroit area. Each party hereby consents to the personal
jurisdiction of any such Federal or State court.

     For any Arbitration, each party shall use good faith efforts to choose one
(1) arbitrator who is experienced in commercial arbitration. If the parties
cannot agree upon one (1) arbitrator within fifteen (15) days after a claim is
submitted to Arbitration, each party shall have fifteen (15) days to choose one
(1) arbitrator who is experienced in commercial arbitration, and such
arbitrators shall collectively agree upon a third arbitrator. The costs related
to Arbitration shall be paid equally by the parties; provided, however, that if
a claim presented to Arbitration by a party, or the complete defense offered at
Arbitration by a party, is not colorable or is brought or offered solely to
cause delay, obstruction or vexation, such party shall be responsible for all of
the other party's costs related to the Arbitration, including reasonable
attorney's fees. Any award of an Arbitration may be entered into judgment in any
court of competent jurisdiction.


                                       17



     The fact that the dispute resolution procedures specified in this Section
have been or may be invoked will not excuse either party from performing its
obligations under this Agreement. During the resolution of any such dispute all
parties will continue to perform their respective obligations in good faith,
subject to any rights to terminate this Agreement that may be available to
either of them under this Agreement.

     SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the entire
understanding between the parties hereto and supersedes in all respects any
prior or other agreement or understanding, both written and oral, between
Company, any affiliate of Company or any predecessor of Company or affiliate of
any predecessor of Company and Executive; provided, however, that this Agreement
does not supercede the MascoTech, Inc. Retention Plan or any change in control
agreements between Executive and Simpson Industries, Inc., Global Metal
Technologies, Inc. ("GMTI"), or MascoTech, Inc. that predates the Heartland
Industrial Partners' acquisition of Simpson Industries, Inc., GMTI, or
MascoTech, Inc. in the year 2000 or 2001 and which agreements by their terms
survive such acquisition for a specified period.

     SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

     SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of sections in
this Agreement are provided for convenience only and will not effect its
construction or interpretation. All references to "Section" or "Sections" refer
to the corresponding section or sections of this Agreement unless otherwise
specified. All words used in this Agreement will be construed to be of such
gender or number as circumstances require.

     SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.

     Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.

                                                       COMPANY

                                                METALDYNE CORPORATION


February 26, 2002                     By: /s/ David A. Stockman
     Date                                 --------------------------------------

                                      Its: Board Compensation Committee Chairman




                                       18




                                                   EXECUTIVE


May 16, 2002                               /s/ Timothy D. Leuliette
   Date                                    ------------------------




                                       19




            AMENDMENT TO CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

     This Amendment modifies the Employment Agreement between METALDYNE
CORPORATION ("Company") and TIMOTHY D. LEULIETTE ("Executive") entered into with
an effective date of January 1, 2001. The Employment Agreement remains in effect
in accordance with its terms, except as modified or amended herein. In
accordance with Section 12 of the Employment Agreement, the parties have agreed
as follows:

ITEM 1

     Delete the last sentence of Section 2.

ITEM 2

     Add the following after the first sentence of Section 3(a):

          During the final calendar year of the Initial Period, Company shall
          pay Executive a Base Salary at the rate of One Million Five Hundred
          Thousand Dollars ($1,500,000) per annum.

                                     ITEM 3

     The following sentence is added as new Section 6(a)(1)(D); after the fourth
     sentence of Section 6(b); as new Section 6(d)(1)(C); after the second
     sentence of Section 6(e); and after the first sentence of Section 6(f):

          If Executive's employment is terminated under this subsection, Company
          shall pay to Executive a lump sum in the amount of his account under
          the Simpson Industries Deferred Compensation Plan, or any successor
          plan to that plan, whether vested or unvested, reduced by the amount
          of any benefits paid or payable to Executive out of such plan on
          account of such termination.

                                     ITEM 4

     In Section 6(e) in the second sentence, after the phrase "AVCP awards,"
     insert the phrase "and the payment described in the next sentence,".

                                     ITEM 5


                                       20



     In the first sentence of Section 6(f) following the phrase "under AVCP to
     the date of death," insert the phrase "and the payment described in the
     next sentence".

                                     ITEM 6

     In the second sentence of Section 7(e), delete the phrase "one hundred and
     ten percent (110%)" and replace it with "one hundred and five percent
     (105%)."

                                     ITEM 7

     Delete Section 17 and replace it with the following:

          Section 17 - Dispute Resolution. Except with respect to enforcement
          actions brought under Section 14, any dispute related to or arising
          under this Agreement shall be resolved in accordance with the
          Metaldyne Dispute Resolution Policy in effect at the time such dispute
          arises. The Metaldyne Dispute Resolution Policy in effect at the time
          of this Agreement is attached to this Agreement.

                                     ITEM 8

     In Section 18, following the word "Executive" in the first sentence, delete
     the semicolon, add a period, and delete the proviso which makes up the rest
     of Section 18.

     Intending to be legally bound hereby, the parties have signed this
     Amendment to be effective July 31, 2003.

                                                         Executive


                                               /s/ Timothy D. Leuliette
                                               ---------------------------------
                                                   Timothy D. Leuliette


                                                   METALDYNE CORPORATION


                                      By: /s/ Jeffrey M. Stafeil
                                          --------------------------------------
                                      Its: Executive Vice President and Chief
                                           Financial Officer


                                       21




        SECOND AMENDMENT TO CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

     This Second Amendment modifies the Employment Agreement between METALDYNE
CORPORATION ("Company") and TIMOTHY D. LEULIETTE ("Executive") entered into with
an effective date of January 1, 2001, as amended July 31, 2003 ("First
Amendment"). The Employment Agreement, as amended, remains in effect in
accordance with its terms, except as modified by this Second Amendment. In
accordance with Section 12 of the Employment Agreement, the parties have agreed
to amend the Employment Agreement as set forth below.

ARTICLE I

     Section 2 of the Employment Agreement is revised by deleting current
Section 2 in its entirety and replacing it with the following:

          SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under
     this Agreement ("Term of Employment") shall commence on the Effective Date
     and, subject to the terms hereof, shall terminate on the earlier of
     December 31, 2006 ("Initial Period"), or the date that either party
     terminates Executive's employment under this Agreement; provided that
     subsequent to the Initial Period, the Term of Employment shall
     automatically renew each January 1 for one year ("Renewal Period"), unless
     Company delivers to Executive or Executive delivers to Company written
     notice at least thirty (30) days but no more than ninety (90) days in
     advance of the expiration of the Initial Period or any Renewal Period that
     the Term of Employment shall not be extended, in which case the Term of
     Employment shall end at the end of the Initial Period or the Renewal Period
     in which such notice was delivered and shall not be further extended except
     by written agreement of Company and Executive. The expiration of the Term
     of Employment under this Agreement shall not be a termination of this
     Agreement to the extent that other provisions of this Agreement by their
     terms survive the Term of Employment.

                                    ARTICLE 2

Section 3(a), as amended by the First Amendment, is deleted in its entirety and
replaced with the following:

     Salary. Company shall pay Executive at the rate of One Million Five Hundred
     Thousand


                                       22



     Dollars ($1,500,000) per annum ("Base Salary"). Base Salary shall be
     payable in accordance with the ordinary payroll practices of Company and
     shall be subject to all applicable federal, state and local withholding and
     reporting requirements.

                                    ARTICLE 3

     Section 13(b) is amended by adding the following phrase after the words
"for any reason" in the first sentence:

     other than a termination of employment that results from a notice of
     nonrenewal given in accordance with Section 2.

     Intending to be legally bound hereby, the parties have signed this Second
     Amendment to be effective March 31, 2004.

                                                        Executive


                                               /s/ Timothy D. Leuliette
                                               ---------------------------------
                                                   Timothy D. Leuliette


                                                  METALDYNE CORPORATION


                                      By: /s/ Jeffrey M. Stafeil
                                          --------------------------------------
                                      Its: Executive Vice President and Chief
                                           Financial Officer


                                       23





         THIRD AMENDMENT TO CHIEF EXECUTIVE OFFICER EMPLOYMENT AGREEMENT

     This Amendment modifies the Employment Agreement between METALDYNE
CORPORATION ("Company") and TIMOTHY D. LEULIETTE ("Executive") entered into with
an Effective Date of January 1, 2001, as amended July 31, 2003 ("First
Amendment") and March 31, 2004 ("Second Amendment"). The Employment Agreement
remains in effect in accordance with its terms, except as modified by the First
and Second Amendments and this Third Amendment. Article XI of this Third
Amendment replaces Article 3 of the Second Amendment. The First Amendment and
all Articles except Article 3 of the Second Amendment remain in effect in
accordance with their terms. In accordance with Section 12 of the Employment
Agreement, the parties have agreed to amend the Employment Agreement as follows:

                                    ARTICLE I

     Section 3(b) of the Employment Agreement is amended by adding the phrase
"During the Term of Employment" before the phrase "Executive shall be
eligible...."

                                   ARTICLE II

     Sections 4(b), (c) and (d) of the Employment Agreement are amended by
adding the phrase "During the Term of Employment," following the caption at the
beginning of the first sentence.

                                   ARTICLE III

     The first paragraph of Section 6 of the Employment Agreement is amended by
deleting the first paragraph of Section 6 in its entirety and replacing it with
the following:

     SECTION 6 - TERMINATION OF EMPLOYMENT. Executive's employment during or
after the Term of Employment shall be terminable at will by either party at any
time for any reason.

                                   ARTICLE IV

     Section 6(a) of the Employment Agreement is amended by deleting Section
6(a) in its entirety and replacing it with the following:

     (a)  Termination Without Cause or for Good Reason. If Executive's
          employment is terminated during or after the Term of Employment by
          Company for any reason other than Cause (as defined in Section 6(c)
          hereof), Disability (as defined in Section 6(e) hereof) or death, or
          if Executive's employment is terminated by Executive for Good Reason
          (as defined in Section 6(a)(2) hereof) during or after


                                       24



          the Term of Employment, then Company shall pay Executive the Severance
          Package. A termination by Executive without Good Reason shall be a
          termination under Section 6(b) below and not a termination under this
          Section 6(a).

                                    ARTICLE V

     Section 6(a)(1)(C)(i) of the Employment Agreement is amended by deleting
Section 6(a)(1)(C)(i) in its entirety and replacing it with the following:

               1)   the end of the eighteen (18) month period following
                    Executive's termination of employment, or

                                   ARTICLE VI

     Section 6(b) of the Employment Agreement is amended by deleting Section
6(b) in its entirety and replacing it with the following:

     (b)  Voluntary Termination by Executive. If Executive terminates his
          employment with Company without Good Reason, during or after the Term
          of Employment, then Company shall pay Executive his accrued unpaid
          Base Salary through the date of termination and the AVCP award for the
          most recently completed year if an award has been declared for such
          year but not paid. The accrued unpaid Base Salary amounts payable
          under this Section 6(b) shall be payable in a lump sum within ten (10)
          days of termination of employment. Any accrued unpaid bonus amounts
          payable under this Section 6(b) shall be payable in accordance with
          customary practices for payment of bonuses under AVCP. No prorated
          bonus for the year of termination shall be paid. Any other benefits
          under other plans and programs of Company in which Executive is
          participating at the time of Executive's termination of employment
          shall be paid, distributed, settled, or shall expire in accordance
          with their terms, and Company shall have no further obligations
          hereunder with respect to Executive following the date of termination
          of employment.

                                   ARTICLE VII

     The first paragraph of Section 6(d) is deleted and replaced with the
following provision:

     Termination Following a Change of Control. If a Change of Control of
Company (as defined below) occurs after the Term of Employment, this Section
6(d) shall not apply. If a Change of Control occurs during the Term of
Employment, and Executive's employment with Company terminates by reason of a
Qualifying Termination (as defined below) within three (3) years after such
Change of Control, then, in lieu of the Severance Package, and subject to the
limitations described in Section 7 below, the Company shall provide Executive
the following termination benefits:


                                       25



                                  ARTICLE VIII

     Section 6(d)(2)(A) of the Employment Agreement is amended by deleting
Section 6(d)(2)(A) in its entirety and replacing it with the following:

          (E)  the end of the eighteen (18) month period following Executive's
               termination of employment, or

                                   ARTICLE IX

     Section 6(e) of the Employment Agreement is amended by deleting the phrase
"under this Agreement" in the first full sentence and replacing it with the
phrase "during the Term of Employment."

                                    ARTICLE X

     Section 6(i) of the Employment Agreement is amended by deleting the phrase
"the Term of Employment" in the first sentence and replacing it with the phrase
"Executive's employment."

                                   ARTICLE XI

     Article 3 of the Second Amendment is superceded by this Article XI. Section
13(b) of the Employment Agreement is amended by deleting Section 13(b) in its
entirety and replacing it with the following:

     (b)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, while employed by Company and for the two (2) year period
          following the termination of Executive's employment with Company for
          any reason other than a termination of employment by Executive for any
          reason after the Term of Employment if the Term of Employment expires
          following a written notice of nonrenewal from Company ("Non-Compete
          Term"), Executive shall not engage, either directly or indirectly, as
          a principal for Executive's own account or jointly with others, or as
          a stockholder in any corporation or joint stock association, or as a
          partner or member of a general or limited liability entity, or as an
          employee, officer, director, agent, consultant or in any other
          advisory capacity in any business other than Company or its
          subsidiaries which designs, develops, manufacturers, distributes,
          sells or markets the type of products or services sold, distributed or
          provided by Company or its subsidiaries during the two (2) year period
          prior to the date of termination (the "Business"); provided that
          Executive may, following written notice to and written approval by the
          Company, be employed without violating


                                       26



          Section 13(b) by an entity that engages in the Business if, after
          reviewing the details of Executive's proposed employment or other
          involvement with such entity, including, without limitation,
          Executive's proposed title, duties, and reporting responsibilities,
          the Compensation Committee makes a written determination addressed to
          Executive that the proposed employment does not otherwise present a
          risk of unfair competition with the Company. This determination shall
          be made or not made in the Compensation Committee's sole discretion
          and shall not be accorded any authority as precedent by any party in
          the interpretation of this Section 13(b) or its application under any
          other circumstances.

     Nothing herein shall prevent Executive from owning, directly or indirectly,
not more than five percent (5%) of the outstanding shares of, or any other
equity interest in, any entity engaged in the Business and listed or traded on a
national securities exchange or in an over-the-counter securities market.

                                   ARTICLE XII

     Section 13(g) of the Employment Agreement is amended by deleting Section
13(g) in its entirety and replacing it with the following:

     (g)  This Section 13 will survive the termination of Executive's Term of
          Employment and the termination of this Agreement.

     Intending to be legally bound hereby, the parties have signed this
Amendment to be effective September 10, 2004.

                                               Executive


 November 3, 2004                /s/ Timothy D. Leuliette
- ------------------              ---------------------------------------
      Date                       Timothy D. Leuliette


                                 METALDYNE CORPORATION

November 2, 2004
- -----------------           By:  /s/ Jeffrey M. Stafeil
     Date                       --------------------------------------
                            Its: Executive Vice President and
                                 Chief Financial Officer
                                --------------------------------------
                             27

EX-10.17.1

EXHIBIT 10.17.1 - AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN METALDYNE
CORPORATION AND JEFFREY M. STAFEIL

                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment modifies the Employment Agreement between METALDYNE
CORPORATION ("Company") and JEFFREY STAFEIL ("Executive") entered into with an
Effective Date of July 16, 2003. The Employment Agreement remains in effect in
accordance with its terms, except as modified by this Amendment. In accordance
with Section 12 of the Employment Agreement, the parties have agreed to amend
the Employment Agreement as follows:

                                    ARTICLE I

     Section 2 of the Employment Agreement is revised by deleting Section 2 in
its entirety and replacing it with the following:

     SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under this
Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of December 31, 2005
("Initial Period") or the date that either party terminates Executive's
employment; provided that subsequent to the Initial Period, the Term of
Employment shall automatically renew each January 1 for one year ("Renewal
Period"), unless either party terminates Executive's employment, or Company
delivers to Executive or Executive delivers to Company written notice at least
thirty (30) days but no more than ninety (90) days in advance of the expiration
of the Initial Period or any Renewal Period that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment.

                                   ARTICLE II

     Executive's Base Salary on the date of this Amendment is Three Hundred
Twenty-Five Thousand Dollars ($325,000) per year.

                                   ARTICLE III

     Section 3(b) of the Employment Agreement is amended by adding the phrase
"During the Term of Employment" before the phrase "Executive shall be
eligible...."

                                   ARTICLE IV

     Sections 4(b), (c) and (d) of the Employment Agreement are amended by
adding the phrase "During the Term of Employment," following the caption at the
beginning of the first sentence.



                                    ARTICLE V

     The first paragraph of Section 6 of the Employment Agreement is amended by
deleting the first paragraph of Section 6 in its entirety and replacing it with
the following:

     SECTION 6 - TERMINATION OF EMPLOYMENT. Executive's employment during or
after the Term of Employment shall be terminable at will by either party at any
time for any reason.

                                   ARTICLE VI

     Section 6(a) of the Employment Agreement is amended by deleting Section
6(a) in its entirety and replacing it with the following:

     (a)  Termination Without Cause or for Good Reason. If Executive's
          employment is terminated during or after the Term of Employment by
          Company for any reason other than Cause (as defined in Section 6(c)
          hereof), Disability (as defined in Section 6(e) hereof) or death, or
          if Executive's employment is terminated by Executive for Good Reason
          (as defined in Section 6(a)(2) hereof) during or after the Term of
          Employment, then Company shall pay Executive the Severance Package. A
          termination by Executive without Good Reason shall be a termination
          under Section 6(b) below and not a termination under this Section
          6(a).

                                   ARTICLE VII

     Section 6(a)(1)(C)(i) of the Employment Agreement is amended by deleting
Section 6(a)(1)(C)(i) in its entirety and replacing it with the following:

                    (i)  the end of the eighteen (18) month period following
                         Executive's termination of employment, or

                                  ARTICLE VIII

     Section 6(b) of the Employment Agreement is amended by deleting Section
6(b) in its entirety and replacing it with the following:

     (b)  Voluntary Termination by Executive. If Executive terminates his
          employment with Company without Good Reason, during or after the Term
          of Employment, then Company shall pay Executive his accrued unpaid
          Base Salary through the date of termination and the AVCP award for the
          most recently completed year if an award has been declared for such
          year but not paid. The accrued unpaid Base Salary amounts payable
          under this Section 6(b) shall be payable in a lump sum within ten (10)
          days of termination of employment. Any accrued unpaid bonus amounts
          payable under this Section 6(b) shall be payable in accordance with
          customary


                                        2



          practices for payment of bonuses under AVCP. No prorated bonus for the
          year of termination shall be paid. Any other benefits under other
          plans and programs of Company in which Executive is participating at
          the time of Executive's termination of employment shall be paid,
          distributed, settled, or shall expire in accordance with their terms,
          and Company shall have no further obligations hereunder with respect
          to Executive following the date of termination of employment.

                                   ARTICLE IX

     The first paragraph of Section 6(d) is deleted and replaced with the
following provision:

     Termination Following a Change of Control. If a Change of Control of
Company (as defined below) occurs after the Term of Employment, this Section
6(d) shall not apply. If a Change of Control occurs during the Term of
Employment, and Executive's employment with Company terminates by reason of a
Qualifying Termination (as defined below) within three (3) years after such
Change of Control, then, in lieu of the Severance Package, and subject to the
limitations described in Section 7 below, the Company shall provide Executive
the following termination benefits:

                                    ARTICLE X

     Section 6(d)(2)(A) of the Employment Agreement is amended by deleting
Section 6(d)(2)(A) in its entirety and replacing it with the following:

          (A)  the end of the eighteen (18) month period following Executive's
               termination of employment, or

                                   ARTICLE XI

     Section 6(e) of the Employment Agreement is amended by deleting the phrase
"under this Agreement" in the first full sentence and replacing it with the
phrase "during the Term of Employment."

                                   ARTICLE XII

     Section 6(i) of the Employment Agreement is amended by deleting the phrase
"the Term of Employment" in the first sentence and replacing it with the phrase
"Executive's employment."

                                  ARTICLE XIII

     Section 13(b) of the Employment Agreement is amended by deleting Section
13(b) in its entirety and replacing it with the following:

     (b)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, while employed by Company and for the six (6) month period
          following the termination of Executive's employment with Company for
          any reason other than a termination of employment


                                        3



          by Executive for any reason after the Term of Employment if the Term
          of Employment expires following a written notice of nonrenewal from
          Company ("Non-Compete Term"), Executive shall not engage, either
          directly or indirectly, as a principal for Executive's own account or
          jointly with others, or as a stockholder in any corporation or joint
          stock association, or as a partner or member of a general or limited
          liability entity, or as an employee, officer, director, agent,
          consultant or in any other advisory capacity in any business other
          than Company or its subsidiaries which designs, develops,
          manufacturers, distributes, sells or markets the type of products or
          services sold, distributed or provided by Company or its subsidiaries
          during the two (2) year period prior to the date of termination (the
          "Business"); provided that Executive may, following written notice to
          and written approval by the Company, be employed without violating
          Section 13(b) by an entity that engages in the Business if, after
          reviewing the details of Executive's proposed employment or other
          involvement with such entity, including, without limitation,
          Executive's proposed title, duties, and reporting responsibilities,
          the CEO, after consultation with the Chairman of the Compensation
          Committee, makes a written determination addressed to Executive that
          the proposed employment does not otherwise present a risk of unfair
          competition with the Company. This determination shall be made or not
          made in the sole discretion of the CEO, after consultation with the
          Chairman of the Compensation Committee, and shall not be accorded any
          authority as precedent by any party in the interpretation of this
          Section 13(b) or its application under any other circumstances.

          Nothing herein shall prevent Executive from owning, directly or
          indirectly, not more than five percent (5%) of the outstanding shares
          of, or any other equity interest in, any entity engaged in the
          Business and listed or traded on a national securities exchange or in
          an over-the-counter securities market.

                                   ARTICLE XIV

     Section 13(g) of the Employment Agreement is amended by deleting Section
13(g) in its entirety and replacing it with the following:

     (g)  This Section 13 will survive the termination of Executive's Term of
          Employment and the termination of this Agreement.

Intending to be legally bound hereby, the parties have signed this Amendment to
be effective September 10, 2004.

                                                      Executive


October 1, 2004                                /s/ Jeffrey M. Stafeil
      Date                                     ---------------------------------


                                             METALDYNE CORPORATION


October 8, 2004                          By: /s/ Timothy D. Leuliette
      Date                                   -----------------------------------

                                         Its: Chairman, President and Chief
                                              Executive Officer


                                        4

EX-10.18

EXHIBIT 10.18 - EMPLOYMENT AGREEMENT BETWEEN METALDYNE CORPORATION AND BRUCE
SWIFT (AS AMENDED)

                              EMPLOYMENT AGREEMENT

     This Agreement is made by and between METALDYNE CORPORATION, a Delaware
corporation ("Company") and BRUCE R. SWIFT (hereinafter "Executive") effective
June 16, 2003 ("Effective Date"). In order to induce Executive to serve as its
Driveline Group President, Company enters into this Agreement with Executive to
set out the terms and conditions that will apply to Executive's employment with
Company. Executive is willing to accept such employment and assignment and to
perform services on the terms and conditions hereinafter set forth. It is
therefore hereby agreed by and between the parties as follows:

     SECTION 1 - EMPLOYMENT.

     (a)  Company employs Executive as its Driveline Group President. In this
          capacity, Executive shall report to the Chief Executive Officer
          ("CEO"). Executive accepts employment in accordance with this
          Agreement and agrees to devote his full business time and efforts to
          the performance of his duties and responsibilities hereunder.

     (b)  Nothing in this Agreement shall preclude Executive from engaging in
          charitable and community affairs, from managing any passive investment
          (i.e., an investment with respect to which Executive is in no way
          involved with the management or operation of the entity in which
          Executive has invested) made by him in publicly traded equity
          securities or other property (provided that no such investment may
          exceed five percent (5%) of the equity of any entity, without the
          prior approval of the Board of Directors of Metaldyne Corporation (the
          "Board")), or from serving, subject to the prior approval of the
          Board, as a member of boards of directors or as a trustee of any other
          corporation, association or entity, to the extent that any of the
          above activities do not conflict with any provision of this Agreement.

     SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under this
Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of: December 31,
2005 ("Initial Period"); or the date that either party terminates Executive's
employment under this Agreement; provided that subsequent to the Initial Period,
the Term of Employment shall automatically renew each January for one year
("Renewal Period"), unless Company delivers to Executive or Executive delivers
to Company written notice at least thirty (30) days in advance of the expiration
of the Initial Period or any Renewal Period, that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the Year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment. For purposes of this Agreement, the term "Year" shall mean
the twelve-month period commencing on the Effective Date and each anniversary of
the Effective Date.



     SECTION 3 - COMPENSATION.

     (a)  Salary. During the Initial Period, Company shall pay Executive at the
          rate of four hundred fifty thousand Dollars ($450,000) per annum
          ("Base Salary"). Base Salary shall be payable in accordance with the
          ordinary payroll practices of Company and shall be subject to all
          applicable federal, state and local withholding and reporting
          requirements. Base Salary may be adjusted by the President and CEO
          during the Term of Employment.

     (b)  Annual Value Creation Plan ("AVCP"). Executive shall be eligible to
          participate in the AVCP, a copy of which has been provided to
          Executive, subject to all the terms and conditions of such plan, as
          such plan may be modified from time to time.

     SECTION 4 - EMPLOYEE BENEFITS.

     (a)  Employee Retirement Benefit Programs, Welfare Benefit Programs, Plans
          and Practices. Company shall provide Executive with coverage under any
          retirement benefit programs, welfare benefit programs, plans and
          practices, that Company makes available to its senior executives, in
          accordance with the terms thereof, as such programs, plans and
          practices may be amended from time to time in accordance with their
          terms.

     (b)  Vacation. Executive shall be entitled to twenty (20) business days of
          paid vacation each calendar year, which shall be taken at such times
          as are consistent with Executive's responsibilities hereunder.
          Vacation days shall be subject to the Company's general policies
          regarding vacation days, as such policies may be modified from time to
          time.

     (c)  Perquisites. During Executive's employment hereunder, Company shall
          provide Executive, subject to review and approval by the President and
          CEO, with such additional perquisites as are generally available to
          similarly-situated executives.

     (d)  Stock Options. Executive shall be eligible to participate in the
          Metaldyne Corporation 2001 Long Term Equity Incentive Plan in
          accordance with the terms and conditions of such plan and any grant
          agreements thereunder.

     SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the CEO or his delegee, Company will
reimburse Executive for all reasonable expenses incurred by Executive in
carrying out his duties.

     SECTION 6 - TERMINATION OF EMPLOYMENT. The respective rights and
responsibilities of the


                                        2



parties to this Agreement notwithstanding, Executive remains an
employee-at-will, and his Term of Employment may be terminated by either party
at any time for any reason by written notice.

     (a)  Termination Without Cause or for Good Reason. If Executive's
          employment is terminated during the Term of Employment by Company for
          any reason other than Cause (as defined in Section 6(c) hereof),
          Disability (as defined in Section 6(e) hereof) or death, or if
          Executive's employment is terminated by Executive for Good Reason (as
          defined in Section 6(a)(2) hereof), then Company shall pay Executive
          the Severance Package. Any termination of employment that results from
          a notice of nonrenewal given in accordance with Section 2 of this
          Agreement shall not be a termination under this Section 6(a) but shall
          instead be a termination under Section 6(b) below. Likewise, a
          termination by Executive without Good Reason shall be a termination
          under Section 6(b) below and not a termination under this Section
          6(a).

          (1)  For purposes of this Agreement, "Severance Package" shall mean:

               (A)  Base Salary continuation for twenty-four (24) months at
                    Executive's annual Base Salary rate in effect on the date of
                    termination, subject to all applicable federal, state and
                    local withholding and reporting requirements. These salary
                    continuation payments shall be paid in accordance with usual
                    Company payroll practices;

               (B)  A bonus equal to two hundred percent (200%) of the target
                    bonus opportunity under AVCP, payable in equal installments
                    over the twenty-four (24) month period described in Section
                    6(a)(1)(A) above, subject to the same withholding and
                    reporting requirements. In addition, Executive shall receive
                    the bonus for the most recently completed bonus term if a
                    bonus has been declared for such term but not paid, and a
                    pro rata bonus for the year of termination through the date
                    of termination calculated at one hundred percent (100%) of
                    the bonus opportunity for target performance for that term,
                    multiplied by a fraction the numerator of which is the
                    number of days that Executive was employed during such bonus
                    term and the denominator of which is 365. The prorated bonus
                    for the final year shall be paid in a single sum within ten
                    (10) days of the termination of Executive's employment with
                    Company. Any unpaid bonus shall be paid in accordance with
                    customary practices for payment of bonuses under AVCP; and

               (C)  Continuation of benefits under any life, group medical, and
                    dental insurance benefits substantially similar to those
                    which Executive was receiving immediately prior to
                    termination of employment until the earlier of:


                                        3



                    (i)  the end of the twenty-four (24) month period following
                         Executive's termination of employment, or

                    (ii) the date on which Executive becomes eligible to receive
                         any benefits under any plan or program of any other
                         employer.

                    The continuing coverage provided under this Section
                    6(a)(1)(C) is subject to Executive's eligibility to
                    participate in such plans and all other terms and conditions
                    of such plans, including without limitation, any employee
                    contribution requirements and Company's ability to modify or
                    terminate such plans or coverages. Company may satisfy this
                    obligation in whole or in part by paying the premium
                    otherwise payable by Executive for continuing coverage under
                    Section 601 et seq. of the Employee Retirement Income
                    Security Act of 1974, as it may be amended or replaced from
                    time to time. If Executive is not eligible for continued
                    coverage under one of the Company-provided benefit plans
                    noted in this paragraph (C) that he was participating in
                    during his employment, Company shall pay Executive the cash
                    equivalent of the insurance cost for the duration of the
                    applicable period at the rate of the Company's cost of
                    coverage for Executive's benefits as of the date of
                    termination. Any obligation to pay the cash equivalent of
                    such cost under this item may be settled, at Company's
                    discretion, by a lump-sum payment of any remaining premiums.

          (2)  For purposes of this Agreement, a termination of employment by
               Executive for "Good Reason" shall be a termination by Executive
               following the occurrence of any of the following events unless
               Company has cured as provided below:

               (A)  A material and permanent diminution in Executive's duties or
                    responsibilities;

               (B)  A material reduction in the aggregate value of Base Salary
                    and bonus opportunity; or

               (C)  A permanent reassignment of Executive to another primary
                    office, or a relocation of the Company office that is
                    Executive's primary office, unless Executive's primary
                    office following such reassignment or relocation is within
                    thirty-five (35) miles of Executive's primary office before
                    the reassignment or relocation or Executive's permanent
                    residence on the date of the reassignment or relocation.


                                        4



               Executive must notify Company of any event constituting Good
               Reason within one hundred twenty (120) days after Executive
               becomes aware of such event or such event shall not constitute
               Good Reason for purposes of this Agreement provided that Company
               shall have fifteen (15) days from the date of such notice to cure
               the Good Reason event. Executive cannot terminate his employment
               for Good Reason if Cause exists at the time of such termination.
               A termination by Executive following cure shall not be a
               termination for Good Reason. A failure of Executive to notify
               Company after the first occurrence of an event constituting Good
               Reason shall not preclude any subsequent occurrences of such
               event (or similar event) from constituting Good Reason.

     (b)  Voluntary Termination by Executive; Expiration of Employment Term. If
          Executive terminates his employment with Company without Good Reason,
          or if the Employment Term expires following notice of nonrenewal by
          either party under Section 2, then Company shall pay Executive his
          accrued unpaid Base Salary through the date of termination and the
          AVCP award for the most recently completed year if an award has been
          declared for such year but not paid. The accrued unpaid Base Salary
          amounts payable under this Section 6(b) shall be payable in a lump sum
          within ten (10) days of termination of employment. Any accrued unpaid
          bonus amounts payable under this Section 6(b) shall be payable in
          accordance with customary practices for payment of bonuses under AVCP.
          No prorated bonus for the year of termination shall be paid. Any other
          benefits under other plans and programs of Company in which Executive
          is participating at the time of Executive's termination of employment
          shall be paid, distributed, settled, or shall expire in accordance
          with their terms, and Company shall have no further obligations
          hereunder with respect to Executive following the date of termination
          of employment.

     (c)  Termination for Cause. If Executive's employment is terminated for
          Cause, Company shall pay Executive his accrued but unpaid Base Salary
          through the date of the termination of employment, and no further
          payments or benefits shall be owed. The accrued unpaid Base Salary
          amounts payable under this Section 6(c) shall be payable in a lump sum
          within ten (10) days of termination of employment. As used herein, the
          term "Cause" shall be limited to:

          (1)  Executive's conviction of or plea of guilty or nolo contendere to
               a crime constituting a felony under the laws of the United States
               or any state thereof or any other jurisdiction in which Company
               conducts business;

          (2)  Executive's willful misconduct in the performance of his duties
               to Company;

          (3)  Executive's willful and continued failure to follow the
               instructions of Company's Board or CEO; or


                                        5



          (4)  Executive's willful and/or continued neglect of duties (other
               than any such neglect resulting from incapacity of Executive due
               to physical or mental illness);

          provided, however, that Cause shall arise under items (3) or (4) only
          following ten (10) days written notice thereof from Company which
          specifically identifies such failure or neglect and the continuance of
          such failure or neglect during such notice period. Any failure by
          Company to notify Executive after the first occurrence of an event
          constituting Cause shall not preclude any subsequent occurrences of
          such event (or a similar event) from constituting Cause.

     (d)  Termination Following a Change of Control. In the event Executive's
          employment with Company terminates by reason of a Qualifying
          Termination (as defined below) within three (3) years after a Change
          of Control of Company (as defined below), then, in lieu of the
          Severance Package, and subject to the limitations described in Section
          7 below, the Company shall provide Executive the following termination
          benefits:

          (1)  Termination Payments. Company shall pay Executive:

               (A)  A single sum payment equal to three hundred percent (300%)
                    of Executive's annual Base Salary rate in effect on the date
                    of termination, subject to all applicable federal, state and
                    local withholding and reporting requirements. This
                    single-sum payment shall be paid within ten (10) days of
                    termination of employment;

               (B)  A bonus equal to three hundred percent (300%) of the target
                    bonus opportunity under AVCP. In addition, Executive shall
                    receive the bonus for the most recently completed bonus term
                    if a bonus has been declared for such term but not paid, and
                    a pro rata bonus for the year of termination through the
                    date of termination calculated at one hundred percent (100%)
                    of the bonus opportunity for target performance for that
                    term, multiplied by a fraction the numerator of which is the
                    number of days that Executive was employed during such bonus
                    term and the denominator of which is 365. The prorated bonus
                    for the final year shall be paid as a single sum within ten
                    (10) days of termination of employment. Any unpaid bonus
                    shall be paid in accordance with customary practices for
                    payment of bonuses under AVCP.

               All payments under this Section 6(d), however, are subject to the
               timing rules, calculations and adjustments described in Sections
               7 and 8.


                                        6



          (2)  Benefits Continuation. Executive shall continue to receive life,
               group medical and dental insurance benefits substantially similar
               to those which Executive was receiving immediately prior to the
               Qualifying Termination until the earlier of:

               (A)  the end of the thirty-six (36) month period following
                    Executive's termination of employment, or

               (B)  the date on which Executive becomes eligible to receive any
                    benefits under any plan or program of any other employer.

               The continuing coverage provided under this Section 6(d)(2) is
               subject to Executive's eligibility to participate in such plans
               and all other terms and conditions of such plans, including
               without limitation, any employee contribution requirements and
               Company's ability to modify or terminate such plans or coverages.
               Company may satisfy this obligation in whole or in part by paying
               the premium otherwise payable by Executive for continuing
               coverage under Section 601 et seq. of the Employee Retirement
               Income Security Act of 1974, as it may be amended or replaced
               from time to time. If Executive is not eligible for continued
               coverage under one of the Company-provided benefit plans noted in
               this paragraph (2) that he was participating in during his
               employment, Company shall pay Executive the cash equivalent of
               the insurance cost for the duration of the applicable period at
               the rate of the Company's cost of coverage for Executive's
               benefits as of the date of termination. Any obligation to pay the
               cash equivalent of such cost of coverage under this item may be
               settled, at Company's discretion, by a lump-sum payment of any
               remaining premiums.

          (3)  Qualifying Termination. For purposes of this Agreement, the term
               "Qualifying Termination" means a termination of Executive's
               employment with the Company for any reason other than:

               (A)  death;

               (B)  Disability, as defined herein;

               (C)  Cause, as defined herein; or

               (D)  A termination by Executive without Good Reason, as defined
                    herein.

          (4)  Change of Control Defined. For purposes of this Agreement, a
               "Change of Control" means the first of the following events to
               occur following the date hereof:


                                        7



               (A)  The sale, lease, or transfer in one or a series of related
                    transactions (I) of eighty percent (80%) or more of the
                    consolidated assets of Company and its subsidiaries or (II)
                    of seventy-five percent (75%) or more of Capital Stock of
                    Company held by the Heartland Entities as of November 28,
                    2000 (appropriately adjusted for stock splits, combinations,
                    subdivisions, stock dividends and similar events) to any
                    Person or group of persons other than an affiliate of the
                    Heartland Entities, whether directly or indirectly or by way
                    of any merger, consolidation or other business combination
                    or purchase of beneficial ownership or otherwise. The term
                    "group of persons" shall have the meaning of the term
                    "person" set forth in Sections 13(d) and 14(d) of the
                    Securities Exchange Act of 1934 ("1934 Act") or any similar
                    successor provision, and the rules, regulations and
                    interpretations promulgated thereunder. The term "beneficial
                    ownership" shall have the meaning defined under Rule 13d-3
                    under the 1934 Act or any similar successor rules,
                    regulations and interpretations promulgated thereunder.

               (B)  The date on which the individuals who constitute Company's
                    Board of Directors on the date of this agreement, and any
                    new Directors who are hereafter designated by the Heartland
                    entities cease, for any reason, to constitute at least a
                    majority of the members of the Board.

               Except as otherwise indicated herein, the definition of all
               capitalized terms in this Section 6(d)(4) is set forth in the
               Shareholders Agreement by and among MascoTech, Inc., Masco
               Corporation, Richard Manoogian, The Richard and Jane Manoogian
               Foundation, and the Heartland Entities, et al., dated November
               28, 2000 (the "Shareholders Agreement").

     (e)  Disability. In the event that Executive is unable to perform his
          duties under this Agreement on account of a disability which continues
          for one hundred eighty (180) consecutive days or more, or for an
          aggregate of one hundred eighty (180) days in any period of twelve
          (12) months, Company may, in its discretion, terminate Executive's
          employment hereunder. Company's obligation to make payments under this
          Agreement shall, except for earned but unpaid Base Salary and AVCP
          awards, cease on the first to occur of (i) the date that is six (6)
          months after such termination or (ii) the date Executive becomes
          entitled to benefits under a Company-provided long-term disability
          program. For purposes of this Agreement, "Disability" shall be defined
          by the terms of Company's long-term disability policy, or, in the
          absence of such policy, as a physical or mental disability that
          prevents Executive from performing substantially all of his duties
          under this Agreement and which is expected to be permanent. Company
          may only terminate Executive on account of Disability after giving due
          consideration to whether reasonable accommodations can be made


                                        8



          under which Executive is able to fulfill his duties under this
          Agreement. The commencement date and expected duration of any physical
          or mental condition that prevents Executive from performing his duties
          hereunder shall be determined by a medical doctor selected by Company.
          Company may, in its discretion, require written confirmation from a
          physician of Disability during any extended absence.

     (f)  Death. In the event of Executive's death during the Term of
          Employment, all obligations of Company to make any further payments,
          other than an obligation to pay any accrued but unpaid Base Salary to
          the date of death and any accrued but unpaid bonuses under AVCP to the
          date of death, shall terminate upon Executive's death.

     (g)  No Duplication of Benefits. Notwithstanding any provision of this
          Agreement to the contrary, if Executive's employment is terminated for
          any reason, in no event shall Executive be eligible for payments under
          more than one subsection of this Section 6.

     (h)  Payments Not Compensation. Any participation by Executive in, and any
          terminating distributions and vested rights under, Company-sponsored
          retirement or savings plans, regardless of whether such plans are
          qualified or nonqualified for tax purposes, shall be governed by the
          terms of those respective plans. For purposes of determining benefits
          and the amounts to be paid to Executive under such plans, any salary
          continuation or severance benefits other than salary or bonus accrued
          before termination shall not be compensation for purposes of accruing
          additional benefits under such plans.

     (i)  Executive's Duty to Provide Materials. Upon the termination of the
          Term of Employment for any reason, Executive or his estate shall
          surrender to Company all correspondence, letters, files, contracts,
          mailing lists, customer lists, advertising material, ledgers,
          supplies, equipment, checks, and all other materials and records of
          any kind that are the property of Company or any of its subsidiaries
          or affiliates, that may be in Executive's possession or under his
          control, including all copies of any of the foregoing.

     SECTION 7 - CAP ON PAYMENTS.

     (a)  General Rules. The Internal Revenue Code (the "Code") may place
          significant tax burdens on Executive and Company if the total payments
          made to Executive due to a Change of Control exceed prescribed limits.
          For example, if Executive's "Base Period Income" (as defined below) is
          $100,000, Executive's limit or "Cap" is $299,999. If Executive's
          "Total Payments" exceed the Cap by even $1.00, Executive is subject to
          an excise tax under Section 4999 of the Code of 20% of all amounts
          paid to Executive in excess of $100,000. In other words, if
          Executive's Cap is $299,999, Executive will not be subject to an
          excise tax if Executive receives exactly $299,999. If Executive
          receives $300,000, Executive will be subject to an


                                        9



          excise tax of $40,000 (20% of $200,000). In order to avoid this excise
          tax and the related adverse tax consequences for Company, by signing
          this Agreement, Executive will be agreeing that, subject to the
          exception noted below, the present value of Executive's Total Payments
          will not exceed an amount equal to Executive's Cap.

     (b)  Special Definitions. For purposes of this Section, the following
          specialized terms will have the following meanings:

          (1)  "Base Period Income". "Base Period Income" is an amount equal to
               Executive's "annualized includable compensation" for the "base
               period" as defined in Sections 280G(d)(1) and (2) of the Code and
               the regulations adopted thereunder. Generally, Executive's
               "annualized includable compensation" is the average of
               Executive's annual taxable income from Company for the "base
               period," which is the five calendar years prior to the year in
               which the Change of Control occurs. These concepts are
               complicated and technical and all of the rules set forth in the
               applicable regulations apply for purposes of this Agreement.

          (2)  "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean an amount
               equal to 2.99 times Executive's "Base Period Income." This is the
               maximum amount which Executive may receive without becoming
               subject to the excise tax imposed by Section 4999 of the Code or
               which Company may pay without loss of deduction under Section
               280G of the Code.

          (3)  "Total Payments". The "Total Payments" include any "payments in
               the nature of compensation" (as defined in Section 280G of the
               Code and the regulations adopted thereunder), made pursuant to
               this Agreement or otherwise, to or for Executive's benefit, the
               receipt of which is contingent on a Change of Control and to
               which Section 280G of the Code applies.

     (c)  Calculating the Cap and Adjusting Payments. If Company believes that
          these rules will result in a reduction of the payments to which
          Executive is entitled under this Agreement, it will so notify
          Executive as soon as possible. Company will then, at its expense,
          retain a "Consultant" (which shall be a law firm, a certified public
          accounting firm, and/or a firm of recognized executive compensation
          consultants) to provide an opinion or opinions concerning whether
          Executive's Total Payments exceed the limit discussed above. Company
          will select the Consultant. At a minimum, the opinions required by
          this Section must set forth the amount of Executive's Base Period
          Income, the present value of the Total Payments and the amount and
          present value of any excess parachute payments. If the opinions state
          that there would be an excess parachute payment, Executive's payments
          under this Agreement will be reduced to the extent necessary to
          eliminate the excess. Executive


                                       10



          will be allowed to choose the payment that should be reduced or
          eliminated, but the payment Executive chooses to reduce or eliminate
          must be a payment determined by such Consultant to be includable in
          Total Payments. Executive's decision shall be in writing and delivered
          to Company within thirty (30) days of Executive's receipt of such
          opinions. If Executive fails to so notify Company, Company will decide
          which payments to reduce or eliminate. If the Consultant selected to
          provide the opinions referred to above so requests in connection with
          the opinion required by this Section, a firm of recognized executive
          compensation consultants selected by Company shall provide an opinion,
          upon which such Consultant may rely, as to the reasonableness of any
          item of compensation as reasonable compensation for services rendered
          before or after the Change of Control. If Company believes that
          Executive's Total Payments will exceed the limitations of this
          Section, it will nonetheless make payments to Executive, at the times
          stated above, in the maximum amount that it believes may be paid
          without exceeding such limitations. The balance, if any, will then be
          paid after the opinions called for above have been received. If the
          amount paid to Executive by Company is ultimately determined, pursuant
          to the opinion referred to above or by the Internal Revenue Service,
          to have exceeded the limitation of this Section, the excess will be
          treated as a loan to Executive by Company and shall be repayable on
          the ninetieth (90th) day following demand by Company, together with
          interest at the lowest "applicable federal rate" provided in Section
          1274(d) of the Code. If it is ultimately determined, pursuant to the
          opinion referred to above or by the Internal Revenue Service, that a
          greater payment should have been made to Executive, Company shall pay
          Executive the amount of the deficiency, together with interest thereon
          from the date such amount should have been paid to the date of such
          payment, at the rate set forth above, so that Executive will have
          received or be entitled to receive the maximum amount to which
          Executive is entitled under this Agreement.

     (d)  Effect of Repeal. In the event that the provisions of Sections 280G
          and 4999 of the Code are repealed without succession, this Section
          shall be of no further force or effect.

     (e)  Exception. The Consultant selected pursuant to Section 7(c) will
          calculate Executive's "Uncapped Benefit" and Executive's "Capped
          Benefit." The limitations of Section 7(a) will not apply to Executive
          if Executive's Uncapped Benefit is at least one hundred five percent
          (105%) of Executive's Capped Benefit. For this purpose, Executive's
          "Uncapped Benefit" is the amount to which Executive would be entitled
          pursuant to Section 6(d), without regard to the limitations of Section
          7(a). Executive's "Capped Benefit" is the amount to which Executive
          would be entitled pursuant to Section 6(d) after the application of
          the limitations of Section 7(a).


                                       11



     SECTION 8 - TAX GROSS-UP.

     (a)  Gross-Up Payment. If the Cap imposed by Section 7(a) does not apply to
          Executive because of the exception provided by Section 7(e), Company
          will provide Executive with a "Gross-Up Payment" if an excise tax is
          imposed on Executive pursuant to Section 4999 of the Code. Except as
          otherwise noted below, this Gross-Up Payment will consist of a single
          lump sum payment in an amount such that after payment by Executive of
          the "total presumed federal and state taxes" and the excise taxes
          imposed by Section 4999 of the Code on the Gross-Up Payment (and any
          interest or penalties actually imposed), Executive would retain an
          amount of the Gross-Up Payment equal to the remaining excise taxes
          imposed by Section 4999 of the Code on Executive's Total Payments
          (calculated before the Gross-Up Payment). For purposes of calculating
          Executive's Gross-Up Payment, Executive's actual federal and state
          income taxes will not be used. Instead, Company will use Executive's
          "total presumed federal and state taxes." For purposes of this
          Agreement, Executive's "total presumed federal and state taxes" shall
          be conclusively calculated using a combined tax rate equal to the sum
          of the maximum marginal federal and applicable state income tax rates.
          The state tax rate for Executive's principal place of residence will
          be used and no adjustments will be made for the deduction of state
          taxes on the federal return, any deduction of federal taxes on a state
          return, the loss of itemized deductions or exemptions, or for any
          other purpose.

     (b)  Calculations. All determinations concerning whether a Gross-Up Payment
          is required pursuant to Section 8(a) and the amount of any Gross-Up
          Payment (as well as any assumptions to be used in making such
          determinations) shall be made by the Consultant selected pursuant to
          Section 7(c). The Consultant shall provide Executive and Company with
          a written notice of the amount of the excise taxes that Executive is
          required to pay and the amount of the Gross-Up Payment. The notice
          from the Consultant shall include any necessary calculations in
          support of its conclusions. All fees and expenses of the Consultant
          shall be paid by Company. Any Gross-Up Payment shall be made by
          Company within fifteen (15) days after the mailing of such notice. As
          a general rule, the Consultant's determination shall be binding on
          Executive and Company. The application of the excise tax rules of
          Section 4999, however, is complex and uncertain and, as a result, the
          Internal Revenue Service may disagree with the Consultant concerning
          the amount, if any, of the excise taxes that are due. If the Internal
          Revenue Service determines that excise taxes are due, or that the
          amount of the excise taxes that are due is greater than the amount
          determined by the Consultant, the Gross-Up Payment will be
          recalculated by the Consultant to reflect the actual excise taxes that
          Executive is required to pay (and any related interest and penalties).
          Any deficiency will then be paid to Executive by Company within
          fifteen (15) days of the receipt of the revised calculations from the
          Consultant. If the Internal Revenue Service determines that the amount
          of excise taxes that Executive paid exceeds the amount due, Executive
          shall return the excess to


                                       12



          Company (along with any interest paid to Executive on the overpayment)
          immediately upon receipt from the Internal Revenue Service or other
          taxing authority. Company has the right to challenge any excise tax
          determinations made by the Internal Revenue Service. If Company agrees
          to indemnify Executive from any taxes, interest and penalties that may
          be imposed upon Executive (including any taxes, interest and penalties
          on the amounts paid pursuant to Company's indemnification agreement),
          Executive must cooperate fully with Company in connection with any
          such challenge. Company shall bear all costs associated with the
          challenge of any determination made by the Internal Revenue Service
          and Company shall control all such challenges. The additional Gross-Up
          Payments called for by the preceding paragraph shall not be made until
          Company has either exhausted its (or Executive's) rights to challenge
          the determination or indicated that it intends to concede or settle
          the excise tax determination. Executive must notify Company in writing
          of any claim or determination by the Internal Revenue Service that, if
          upheld, would result in the payment of excise taxes in amounts
          different from the amount initially specified by the Consultant. Such
          notice shall be given as soon as possible but in no event later than
          fifteen (15) days following Executive's receipt of notice of the
          Internal Revenue Service's position.

     SECTION 9 - NOTICES. All notices or communications hereunder shall be in
writing, addressed as follows:

          To Company:       Metaldyne Corporation
                            47603 Halyard Drive
                            Plymouth, MI 48170
                            ATTN: Chairman of the Board

          with a copy to:   R. Jeffrey Pollock, Esq.
                            McDonald, Hopkins, Burke &
                               Haber Co., L.P.A.
                            600 Superior Avenue, Suite 2100
                            Cleveland, OH 44114

          To Executive:
                            -----------------------------

                            -----------------------------

                            -----------------------------

          with a copy to:
                            -----------------------------

                            -----------------------------

                            -----------------------------

                            -----------------------------


                                       13



Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

     SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this Agreement
shall be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

     SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding upon
and inure to the benefit of the heirs and representatives of Executive and the
assigns and successors of Company, but neither this Agreement nor any rights or
obligations hereunder shall be assignable or otherwise subject to hypothecation
by Executive (except by will or by operation of the laws of intestate
succession) or by Company, except that Company may assign this Agreement to any
successor (whether by merger, purchase or otherwise) to all or substantially all
of the stock, assets or business of Company.

     SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.

     SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

     (a)  Executive represents that acceptance of employment under this
          Agreement and performance under this Agreement are not in violation of
          any restrictions or covenants under the terms of any other agreements
          to which Executive is a party.

     (b)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, during the Term of Employment and for the twenty-four (24)
          month period following the termination of Executive's employment with
          Company, for any reason ("Non-Compete Term"), Executive shall not
          engage, either directly or indirectly, as a principal for Executive's
          own account or jointly with others, or as a stockholder in any
          corporation or joint stock association, or as a partner or member of a
          general or limited liability entity, or as an employee, officer,
          director, agent, consultant or in any other advisory capacity in any
          business other than Company or its subsidiaries which designs,
          develops, manufacturers, distributes, sells or markets the type of
          products or services sold,


                                       14



          distributed or provided by Company or its subsidiaries during the two
          (2) year period prior to the date of termination (the "Business");
          provided that nothing herein shall prevent Executive from owning,
          directly or indirectly, not more than five percent (5%) of the
          outstanding shares of, or any other equity interest in, any entity
          engaged in the Business and listed or traded on a national securities
          exchanges or in an over-the-counter securities market.

     (c)  During the Non-Compete Term, Executive shall not (i) directly or
          indirectly employ or solicit, or receive or accept the performance of
          services by, any active employee of Company or any of its subsidiaries
          who is employed primarily in connection with the Business, except in
          connection with general, non-targeted recruitment efforts such as
          advertisements and job listings, or directly or indirectly induce any
          employee of Company to leave Company, or assist in any of the
          foregoing, or (ii) solicit for business (relating to the Business) any
          person who is a customer or former customer of Company or any of its
          subsidiaries, unless such person shall have ceased to have been such a
          customer for a period of at least six (6) months.

     (d)  Executive shall not at any time (whether during or after his
          employment with Company) disclose or use for Executive's own benefit
          or purposes or the benefit or purposes of any other person, firm,
          partnership, joint venture, association, corporation or other business
          organization, entity or enterprise other than Company and any of its
          subsidiaries, any trade secrets, information, data, or other
          confidential information of the Company, including but not limited to,
          information relating to customers, development programs, costs,
          marketing, trading, investment, sales activities, promotion, credit
          and financial data, financing methods, plans or the business and
          affairs of Company generally, or of any subsidiary of Company, unless
          required to do so by applicable law or court order, subpoena or decree
          or otherwise required by law, with reasonable evidence of such
          determination promptly provided to Company. The preceding sentence of
          this paragraph (d) shall not apply to information which is not unique
          to Company or which is generally known to the industry or the public
          other than as a result of Executive's breach of this covenant.
          Executive agrees that upon termination of employment with Company for
          any reason, Executive will return to Company immediately all
          memoranda, books, papers, plans, information, letters and other data,
          and all copies thereof or therefrom, in any way relating to the
          business of Company and its subsidiaries, except that Executive may
          retain personal notes, notebooks and diaries. Executive further agrees
          that Executive will not retain or use for Executive's account at any
          time any trade names, trademark or other proprietary business
          designation used or owned in connection with the business of Company
          or its subsidiaries.

     (e)  It is expressly understood and agreed that although Executive and
          Company consider the restrictions contained in this Section 13 to be
          reasonable, if a final judicial determination is made by a court of
          competent jurisdiction that the time or territory or


                                       15



          any other restriction contained in this Agreement is an unenforceable
          restriction against Executive, the provisions of this Agreement shall
          not be rendered void but shall be deemed amended to apply as to such
          maximum time and territory and to such maximum extent as such court
          may judicially determine or indicate to be enforceable. Alternatively,
          if any tribunal of competent jurisdiction finds that any restriction
          contained in this Agreement is unenforceable, and such restriction
          cannot be amended so as to make it enforceable, such finding shall not
          affect the enforceability of any of the other restrictions contained
          herein.

     (f)  As a condition to the receipt of any benefits described in this
          Agreement, Executive shall be required to execute an agreement
          pursuant to which Executive releases any claims he may have against
          Company and agrees to the continuing enforceability of the restrictive
          covenants of this Agreement.

     (g)  This Section 13 will survive the termination of this Agreement.

     SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, Executive shall forfeit all payments otherwise due under
this Agreement and shall return any Severance Package payment made. Moreover,
Company, without posting any bond, shall be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

     SECTION 15- SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 15 are in addition to the survivorship provisions of
any other section of this Agreement.

     SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial or
administrative proceeding or claim relating to or pertaining to this Agreement
is initiated by either party hereto, such proceeding or claim shall and must be
filed in a state or federal court located in Wayne County, Michigan and such
proceeding or claim shall be governed by and construed under Michigan law,
without regard to conflict of law and principals.

     SECTION 17 - DISPUTE RESOLUTION. Any dispute related to or arising under
this Agreement shall be resolved in accordance with the Metaldyne Dispute
Resolution Policy in effect at the time such dispute arises. The Metaldyne
Dispute Resolution Policy in effect at the time of this Agreement is attached to
this Agreement.

     SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the entire
understanding between the parties hereto and supersedes in all respects any
prior or other agreement


                                       16



or understanding, both written and oral, between Company, any affiliate of
Company or any predecessor of Company or affiliate of any predecessor of Company
and Executive; provided, however, that this Agreement does not supercede the
MascoTech, Inc. Retention Plan or any change in control agreements between
Executive and Simpson Industries, Inc., Global Metal Technologies, Inc.
("GMTI"), or MascoTech, Inc. that predates the Heartland Industrial Partners'
acquisition of Simpson Industries, Inc., GMTI, or MascoTech, Inc. in the year
2000 or 2001 and which agreements by their terms survive such acquisition for a
specified period.

     SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

     SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of sections in
this Agreement are provided for convenience only and will not effect its
construction or interpretation. All references to "Section" or "Sections" refer
to the corresponding section or sections of this Agreement unless otherwise
specified. All words used in this Agreement will be construed to be of such
gender or number as circumstances require.

     SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.

     Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.

                                                   COMPANY

                                            METALDYNE CORPORATION


     June 16, 2003          By: /s/ Timothy D. Leuliette
            Date                ----------------------------

                            Its: Chairman, President and Chief Executive Officer

                                                  EXECUTIVE


     May 29, 2003                                 /s/ Bruce R. Swift
            Date                                  ------------------------------


                                       17



                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment modifies the Employment Agreement between METALDYNE
CORPORATION ("Company") and BRUCE R. SWIFT ("Executive") entered into with an
Effective Date of June 16, 2003. The Employment Agreement remains in effect in
accordance with its terms, except as modified by this Amendment. In accordance
with Section 12 of the Employment Agreement, the parties have agreed to amend
the Employment Agreement as follows:

                                    ARTICLE I

     Section 2 of the Employment Agreement is revised by deleting Section 2 in
its entirety and replacing it with the following:

     SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under this
Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of December 31, 2005
("Initial Period") or the date that either party terminates Executive's
employment; provided that subsequent to the Initial Period, the Term of
Employment shall automatically renew each January 1 for one year ("Renewal
Period"), unless either party terminates Executive's employment, or Company
delivers to Executive or Executive delivers to Company written notice at least
thirty (30) days but no more than ninety (90) days in advance of the expiration
of the Initial Period or any Renewal Period that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment.

                                   ARTICLE II

     Executive's Base Salary on the date of this Amendment is Four Hundred Fifty
Thousand Dollars ($450,000) per year.

                                   ARTICLE III

     Section 3(b) of the Employment Agreement is amended by adding the phrase
"During the Term of Employment" before the phrase "Executive shall be
eligible...."

                                   ARTICLE IV

     Sections 4(b), (c) and (d) of the Employment Agreement are amended by
adding the phrase "During the Term of Employment," following the caption at the
beginning of the first sentence.


                                       18



                                    ARTICLE V

     The first paragraph of Section 6 of the Employment Agreement is amended by
deleting the first paragraph of Section 6 in its entirety and replacing it with
the following:

     SECTION 6 - TERMINATION OF EMPLOYMENT. Executive's employment during or
after the Term of Employment shall be terminable at will by either party at any
time for any reason.

                                   ARTICLE VI

     Section 6(a) of the Employment Agreement is amended by deleting Section
6(a) in its entirety and replacing it with the following:

     (b)  Termination Without Cause or for Good Reason. If Executive's
          employment is terminated during or after the Term of Employment by
          Company for any reason other than Cause (as defined in Section 6(c)
          hereof), Disability (as defined in Section 6(e) hereof) or death, or
          if Executive's employment is terminated by Executive for Good Reason
          (as defined in Section 6(a)(2) hereof) during or after the Term of
          Employment, then Company shall pay Executive the Severance Package. A
          termination by Executive without Good Reason shall be a termination
          under Section 6(b) below and not a termination under this Section
          6(a).

                                   ARTICLE VII

     Section 6(a)(1)(C)(i) of the Employment Agreement is amended by deleting
Section 6(a)(1)(C)(i) in its entirety and replacing it with the following:

                    (iii) the end of the eighteen (18) month period following
                         Executive's termination of employment, or

                                  ARTICLE VIII

     Section 6(b) of the Employment Agreement is amended by deleting Section
6(b) in its entirety and replacing it with the following:

     (c)  Voluntary Termination by Executive. If Executive terminates his
          employment with Company without Good Reason, during or after the Term
          of Employment, then Company shall pay Executive his accrued unpaid
          Base Salary through the date of termination and the AVCP award for the
          most recently completed year if an award has been declared for such
          year but not paid. The accrued unpaid Base Salary


                                       19



          amounts payable under this Section 6(b) shall be payable in a lump sum
          within ten (10) days of termination of employment. Any accrued unpaid
          bonus amounts payable under this Section 6(b) shall be payable in
          accordance with customary practices for payment of bonuses under AVCP.
          No prorated bonus for the year of termination shall be paid. Any other
          benefits under other plans and programs of Company in which Executive
          is participating at the time of Executive's termination of employment
          shall be paid, distributed, settled, or shall expire in accordance
          with their terms, and Company shall have no further obligations
          hereunder with respect to Executive following the date of termination
          of employment.

                                   ARTICLE IX

     The first paragraph of Section 6(d) is deleted and replaced with the
following provision:

     Termination Following a Change of Control. If a Change of Control of
Company (as defined below) occurs after the Term of Employment, this Section
6(d) shall not apply. If a Change of Control occurs during the Term of
Employment, and Executive's employment with Company terminates by reason of a
Qualifying Termination (as defined below) within three (3) years after such
Change of Control, then, in lieu of the Severance Package, and subject to the
limitations described in Section 7 below, the Company shall provide Executive
the following termination benefits:

                                    ARTICLE X

     Section 6(d)(2)(A) of the Employment Agreement is amended by deleting
Section 6(d)(2)(A) in its entirety and replacing it with the following:

          (C)  the end of the eighteen (18) month period following Executive's
               termination of employment, or

                                   ARTICLE XI

     Section 6(e) of the Employment Agreement is amended by deleting the phrase
"under this Agreement" in the first full sentence and replacing it with the
phrase "during the Term of Employment."

     ARTICLE XII

     Section 6(i) of the Employment Agreement is amended by deleting the phrase
"the Term of Employment" in the first sentence and replacing it with the phrase
"Executive's employment."

                                  ARTICLE XIII

     Section 13(b) of the Employment Agreement is amended by deleting Section
13(b) in its entirety and replacing it with the following:


                                       20



     (b)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, while employed by Company and for the two (2) year period
          following the termination of Executive's employment with Company for
          any reason other than a termination of employment by Executive for any
          reason after the Term of Employment if the Term of Employment expires
          following a written notice of nonrenewal from Company ("Non-Compete
          Term"), Executive shall not engage, either directly or indirectly, as
          a principal for Executive's own account or jointly with others, or as
          a stockholder in any corporation or joint stock association, or as a
          partner or member of a general or limited liability entity, or as an
          employee, officer, director, agent, consultant or in any other
          advisory capacity in any business other than Company or its
          subsidiaries which designs, develops, manufacturers, distributes,
          sells or markets the type of products or services sold, distributed or
          provided by Company or its subsidiaries during the two (2) year period
          prior to the date of termination (the "Business"); provided that
          Executive may, following written notice to and written approval by the
          Company, be employed without violating Section 13(b) by an entity that
          engages in the Business if, after reviewing the details of Executive's
          proposed employment or other involvement with such entity, including,
          without limitation, Executive's proposed title, duties, and reporting
          responsibilities, the CEO, after consultation with the Chairman of the
          Compensation Committee, makes a written determination addressed to
          Executive that the proposed employment does not otherwise present a
          risk of unfair competition with the Company. This determination shall
          be made or not made in the sole discretion of the CEO, after
          consultation with the Chairman of the Compensation Committee, and
          shall not be accorded any authority as precedent by any party in the
          interpretation of this Section 13(b) or its application under any
          other circumstances.

          Nothing herein shall prevent Executive from owning, directly or
          indirectly, not more than five percent (5%) of the outstanding shares
          of, or any other equity interest in, any entity engaged in the
          Business and listed or traded on a national securities exchange or in
          an over-the-counter securities market.

                                   ARTICLE XIV

     Section 13(g) of the Employment Agreement is amended by deleting Section
13(g) in its entirety and replacing it with the following:

     (g)  This Section 13 will survive the termination of Executive's Term of
          Employment and the termination of this Agreement.

Intending to be legally bound hereby, the parties have signed this Amendment to
be effective September 10, 2004.

                                        Executive


                                       21




 November 3, 2004                            /s/ Bruce R. Swift
- ----------------------------                ------------------------------------
          Date

                                                METALDYNE CORPORATION

 November 3, 2004
- ----------------------------            By:  /s/ Timothy D. Leuliette
          Date                              ------------------------------------

                                        Its: Chairman, President and
                                             Chief Executive Officer
                                            ------------------------------------

                                       22

EX-10.19

EXHIBIT 10.19 - Employment Agreement between Metaldyne Corporation and Joseph
Nowak (as amended)

EMPLOYMENT AGREEMENT

     This Agreement is made by and between Metaldyne Corporation, a Delaware
corporation ("Company") and Joseph Nowak (hereinafter "Executive") October 1,
2001 ("Effective Date"). In order to induce Executive to serve as its President,
Chassis Group, Company enters into this Agreement with Executive to set out the
terms and conditions that will apply to Executive's employment with Company.
Executive is willing to accept such employment and assignment and to perform
services on the terms and conditions hereinafter set forth. It is therefore
hereby agreed by and between the parties as follows:

     SECTION 1 - EMPLOYMENT.

     (a)  Company employs Executive as its President, Chassis Group. In this
          capacity, Executive shall report to the Chief Executive Officer
          ("CEO"). Executive accepts employment in accordance with this
          Agreement and agrees to devote his full business time and efforts to
          the performance of his duties and responsibilities hereunder.

     (b)  Nothing in this Agreement shall preclude Executive from engaging in
          charitable and community affairs, from managing any passive investment
          (i.e., an investment with respect to which Executive is in no way
          involved with the management or operation of the entity in which
          Executive has invested) made by him in publicly traded equity
          securities or other property (provided that no such investment may
          exceed five percent (5%) of the equity of any entity, without the
          prior approval of the Board of Directors of Metaldyne Corporation (the
          "Board")), or from serving, subject to the prior approval of the
          Board, as a member of boards of directors or as a trustee of any other
          corporation, association or entity, to the extent that any of the
          above activities do not conflict with any provision of this Agreement.

     SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under this
Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of: December 31,
2003 ("Initial Period"); or the date that either party terminates Executive's
employment under this Agreement; provided that subsequent to the Initial Period,
the Term of Employment shall automatically renew each January for one year
("Renewal Period"), unless Company delivers to Executive or Executive delivers
to Company written notice at least thirty (30) days in advance of the expiration
of the Initial Period or any Renewal Period, that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the Year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment. For purposes of this Agreement, the term "Year" shall mean
the twelve-month period commencing on the Effective Date and each anniversary of
the Effective Date.



     SECTION 3 - COMPENSATION.

     (a)  Salary. During the Initial Period, Company shall pay Executive at the
          rate of Two Hundred Twenty-six Thousand Seven Hundred Twenty Dollars
          ($226,720) per annum ("Base Salary"). Base Salary shall be payable in
          accordance with the ordinary payroll practices of Company and shall be
          subject to all applicable federal, state and local withholding and
          reporting requirements. Base Salary may be adjusted by the President
          and CEO during the Term of Employment.

     (b)  Annual Value Creation Plan ("AVCP"). Executive shall be eligible to
          participate in the AVCP, a copy of which has been provided to
          Executive, subject to all the terms and conditions of such plan, as
          such plan may be modified from time to time.

     SECTION 4 - EMPLOYEE BENEFITS.

     (a)  Employee Retirement Benefit Programs, Welfare Benefit Programs, Plans
          and Practices. Company shall provide Executive with coverage under any
          retirement benefit programs, welfare benefit programs, plans and
          practices, that Company makes available to its senior executives, in
          accordance with the terms thereof, as such programs, plans and
          practices may be amended from time to time in accordance with their
          terms.

     (b)  Vacation. Executive shall be entitled to twenty (20) business days of
          paid vacation each calendar year, which shall be taken at such times
          as are consistent with Executive's responsibilities hereunder.
          Vacation days shall be subject to the Company's general policies
          regarding vacation days, as such policies may be modified from time to
          time.

     (c)  Perquisites. During Executive's employment hereunder, Company shall
          provide Executive, subject to review and approval by the President and
          CEO, with such additional perquisites as are generally available to
          similarly-situated executives.

     (d)  Stock Options. Executive shall be eligible to participate in the
          Metaldyne Corporation 2001 Long Term Equity Incentive Plan in
          accordance with the terms and conditions of such plan and any grant
          agreements thereunder.

     SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the CEO or his delegee, Company will
reimburse Executive for all reasonable expenses incurred by Executive in
carrying out his duties.

     SECTION 6 - TERMINATION OF EMPLOYMENT. The respective rights and
responsibilities of the parties to this Agreement notwithstanding, Executive
remains an employee-at-will, and his Term of


                                        2



Employment may be terminated by either party at any time for any reason by
written notice.

     (a)  Termination Without Cause or for Good Reason. If Executive's
          employment is terminated during the Term of Employment by Company for
          any reason other than Cause (as defined in Section 6(c) hereof),
          Disability (as defined in Section 6(e) hereof) or death, or if
          Executive's employment is terminated by Executive for Good Reason (as
          defined in Section 6(a)(2) hereof), then Company shall pay Executive
          the Severance Package. Any termination of employment that results from
          a notice of nonrenewal given in accordance with Section 2 of this
          Agreement shall not be a termination under this Section 6(a) but shall
          instead be a termination under Section 6(b) below. Likewise, a
          termination by Executive without Good Reason shall be a termination
          under Section 6(b) below and not a termination under this Section
          6(a).

          (1)  For purposes of this Agreement, "Severance Package" shall mean:

               (A)  Base Salary continuation for twenty-four (24) months at
                    Executive's annual Base Salary rate in effect on the date of
                    termination, subject to all applicable federal, state and
                    local withholding and reporting requirements. These salary
                    continuation payments shall be paid in accordance with usual
                    Company payroll practices;

               (B)  A bonus equal to two hundred percent (200%) of the target
                    bonus opportunity under AVCP, payable in equal installments
                    over the twenty-four (24) month period described in Section
                    6(a)(1)(A) above, subject to the same withholding and
                    reporting requirements. In addition, Executive shall receive
                    the bonus for the most recently completed bonus term if a
                    bonus has been declared for such term but not paid, and a
                    pro rata bonus for the year of termination through the date
                    of termination calculated at one hundred percent (100%) of
                    the bonus opportunity for target performance for that term,
                    multiplied by a fraction the numerator of which is the
                    number of days that Executive was employed during such bonus
                    term and the denominator of which is 365. The prorated bonus
                    for the final year shall be paid in a single sum within ten
                    (10) days of the termination of Executive's employment with
                    Company. Any unpaid bonus shall be paid in accordance with
                    customary practices for payment of bonuses under AVCP; and

               (C)  Continuation of benefits under any life, group medical, and
                    dental insurance benefits substantially similar to those
                    which Executive was receiving immediately prior to
                    termination of employment until the earlier of:

                    (i)  the end of the twenty-four (24) month period following
                         Executive's termination of employment, or


                                        3



                    (ii) the date on which Executive becomes eligible to receive
                         any benefits under any plan or program of any other
                         employer.

                    The continuing coverage provided under this Section
                    6(a)(1)(C) is subject to Executive's eligibility to
                    participate in such plans and all other terms and conditions
                    of such plans, including without limitation, any employee
                    contribution requirements and Company's ability to modify or
                    terminate such plans or coverages. Company may satisfy this
                    obligation in whole or in part by paying the premium
                    otherwise payable by Executive for continuing coverage under
                    Section 601 et seq. of the Employee Retirement Income
                    Security Act of 1974, as it may be amended or replaced from
                    time to time. If Executive is not eligible for continued
                    coverage under one of the Company-provided benefit plans
                    noted in this paragraph (C) that he was participating in
                    during his employment, Company shall pay Executive the cash
                    equivalent of the insurance cost for the duration of the
                    applicable period at the rate of the Company's cost of
                    coverage for Executive's benefits as of the date of
                    termination. Any obligation to pay the cash equivalent of
                    such cost under this item may be settled, at Company's
                    discretion, by a lump-sum payment of any remaining premiums.

          (2)  For purposes of this Agreement, a termination of employment by
               Executive for "Good Reason" shall be a termination by Executive
               following the occurrence of any of the following events unless
               Company has cured as provided below:

               (A)  A material and permanent diminution in Executive's duties or
                    responsibilities;

               (B)  A material reduction in the aggregate value of Base Salary
                    and bonus opportunity; or

               (C)  A permanent reassignment of Executive to another primary
                    office, or a relocation of the Company office that is
                    Executive's primary office, unless Executive's primary
                    office following such reassignment or relocation is within
                    thirty-five (35) miles of Executive's primary office before
                    the reassignment or relocation or Executive's permanent
                    residence on the date of the reassignment or relocation.

               Executive must notify Company of any event constituting Good
               Reason within one hundred twenty (120) days after Executive
               becomes aware of such event or such event shall not constitute
               Good Reason for purposes of this Agreement provided that Company
               shall have fifteen (15) days from the date of such notice to cure
               the Good Reason event. Executive cannot terminate his employment
               for Good Reason if Cause exists at the time of such


                                        4



               termination. A termination by Executive following cure shall not
               be a termination for Good Reason. A failure of Executive to
               notify Company after the first occurrence of an event
               constituting Good Reason shall not preclude any subsequent
               occurrences of such event (or similar event) from constituting
               Good Reason.

     (b)  Voluntary Termination by Executive; Expiration of Employment Term. If
          Executive terminates his employment with Company without Good Reason,
          or if the Employment Term expires following notice of nonrenewal by
          either party under Section 2, then Company shall pay Executive his
          accrued unpaid Base Salary through the date of termination and the
          AVCP award for the most recently completed year if an award has been
          declared for such year but not paid. The accrued unpaid Base Salary
          amounts payable under this Section 6(b) shall be payable in a lump sum
          within ten (10) days of termination of employment. Any accrued unpaid
          bonus amounts payable under this Section 6(b) shall be payable in
          accordance with customary practices for payment of bonuses under AVCP.
          No prorated bonus for the year of termination shall be paid. Any other
          benefits under other plans and programs of Company in which Executive
          is participating at the time of Executive's termination of employment
          shall be paid, distributed, settled, or shall expire in accordance
          with their terms, and Company shall have no further obligations
          hereunder with respect to Executive following the date of termination
          of employment.

     (c)  Termination for Cause. If Executive's employment is terminated for
          Cause, Company shall pay Executive his accrued but unpaid Base Salary
          through the date of the termination of employment, and no further
          payments or benefits shall be owed. The accrued unpaid Base Salary
          amounts payable under this Section 6(c) shall be payable in a lump sum
          within ten (10) days of termination of employment. As used herein, the
          term "Cause" shall be limited to:

          (1)  Executive's conviction of or plea of guilty or nolo contendere to
               a crime constituting a felony under the laws of the United States
               or any state thereof or any other jurisdiction in which Company
               conducts business;

          (2)  Executive's willful misconduct in the performance of his duties
               to Company;

          (3)  Executive's willful and continued failure to follow the
               instructions of Company's Board or CEO; or

          (4)  Executive's willful and/or continued neglect of duties (other
               than any such neglect resulting from incapacity of Executive due
               to physical or mental illness);

          provided, however, that Cause shall arise under items (3) or (4) only
          following ten (10) days written notice thereof from Company which
          specifically identifies such failure or neglect and the continuance of
          such failure or neglect during such notice period. Any failure by
          Company to notify Executive after the first occurrence of an


                                        5



          event constituting Cause shall not preclude any subsequent occurrences
          of such event (or a similar event) from constituting Cause.

     (d)  Termination Following a Change of Control. In the event Executive's
          employment with Company terminates by reason of a Qualifying
          Termination (as defined below) within three (3) years after a Change
          of Control of Company (as defined below), then, in lieu of the
          Severance Package, and subject to the limitations described in Section
          7 below, the Company shall provide Executive the following termination
          benefits:

          (1)  Termination Payments. Company shall pay Executive:

               (A)  A single sum payment equal to three hundred percent (300%)
                    of Executive's annual Base Salary rate in effect on the date
                    of termination, subject to all applicable federal, state and
                    local withholding and reporting requirements. This
                    single-sum payment shall be paid within ten (10) days of
                    termination of employment;

               (B)  A bonus equal to three hundred percent (300%) of the target
                    bonus opportunity under AVCP. In addition, Executive shall
                    receive the bonus for the most recently completed bonus term
                    if a bonus has been declared for such term but not paid, and
                    a pro rata bonus for the year of termination through the
                    date of termination calculated at one hundred percent (100%)
                    of the bonus opportunity for target performance for that
                    term, multiplied by a fraction the numerator of which is the
                    number of days that Executive was employed during such bonus
                    term and the denominator of which is 365. The prorated bonus
                    for the final year shall be paid as a single sum within ten
                    (10) days of termination of employment. Any unpaid bonus
                    shall be paid in accordance with customary practices for
                    payment of bonuses under AVCP.

               All payments under this Section 6(d), however, are subject to the
               timing rules, calculations and adjustments described in Sections
               7 and 8.

          (2)  Benefits Continuation. Executive shall continue to receive life,
               group medical and dental insurance benefits substantially similar
               to those which Executive was receiving immediately prior to the
               Qualifying Termination until the earlier of:

               (A)  the end of the thirty-six (36) month period following
                    Executive's termination of employment, or

               (B)  the date on which Executive becomes eligible to receive any
                    benefits under any plan or program of any other employer.

               The continuing coverage provided under this Section 6(d)(2) is
               subject to


                                        6



               Executive's eligibility to participate in such plans and all
               other terms and conditions of such plans, including without
               limitation, any employee contribution requirements and Company's
               ability to modify or terminate such plans or coverages. Company
               may satisfy this obligation in whole or in part by paying the
               premium otherwise payable by Executive for continuing coverage
               under Section 601 et seq. of the Employee Retirement Income
               Security Act of 1974, as it may be amended or replaced from time
               to time. If Executive is not eligible for continued coverage
               under one of the Company-provided benefit plans noted in this
               paragraph (2) that he was participating in during his employment,
               Company shall pay Executive the cash equivalent of the insurance
               cost for the duration of the applicable period at the rate of the
               Company's cost of coverage for Executive's benefits as of the
               date of termination. Any obligation to pay the cash equivalent of
               such cost of coverage under this item may be settled, at
               Company's discretion, by a lump-sum payment of any remaining
               premiums.

          (3)  Qualifying Termination. For purposes of this Agreement, the term
               "Qualifying Termination" means a termination of Executive's
               employment with the Company for any reason other than:

               (A)  death;

               (B)  Disability, as defined herein;

               (C)  Cause, as defined herein; or

               (D)  A termination by Executive without Good Reason, as defined
                    herein.

          (4)  Change of Control Defined. For purposes of this Agreement, a
               "Change of Control" means the first of the following events to
               occur following the date hereof:

               (A)  The sale, lease, or transfer in one or a series of related
                    transactions (I) of eighty percent (80%) or more of the
                    consolidated assets of Company and its subsidiaries or (II)
                    of seventy-five percent (75%) or more of Capital Stock of
                    Company held by the Heartland Entities as of November 28,
                    2000 (appropriately adjusted for stock splits, combinations,
                    subdivisions, stock dividends and similar events) to any
                    Person or group of persons other than an affiliate of the
                    Heartland Entities, whether directly or indirectly or by way
                    of any merger, consolidation or other business combination
                    or purchase of beneficial ownership or otherwise. The term
                    "group of persons" shall have the meaning of the term
                    "person" set forth in Sections 13(d) and 14(d) of the
                    Securities Exchange Act of 1934 ("1934 Act") or any similar
                    successor provision, and the rules, regulations and
                    interpretations promulgated thereunder. The term "beneficial
                    ownership" shall have


                                        7



                    the meaning defined under Rule 13d-3 under the 1934 Act or
                    any similar successor rules, regulations and interpretations
                    promulgated thereunder.

               (B)  The date on which the individuals who constitute Company's
                    Board of Directors on the date of this agreement, and any
                    new Directors who are hereafter designated by the Heartland
                    entities cease, for any reason, to constitute at least a
                    majority of the members of the Board.

               Except as otherwise indicated herein, the definition of all
               capitalized terms in this Section 6(d)(4) is set forth in the
               Shareholders Agreement by and among MascoTech, Inc., Masco
               Corporation, Richard Manoogian, The Richard and Jane Manoogian
               Foundation, and the Heartland Entities, et al., dated November
               28, 2000 (the "Shareholders Agreement").

     (e)  Disability. In the event that Executive is unable to perform his
          duties under this Agreement on account of a disability which continues
          for one hundred eighty (180) consecutive days or more, or for an
          aggregate of one hundred eighty (180) days in any period of twelve
          (12) months, Company may, in its discretion, terminate Executive's
          employment hereunder. Company's obligation to make payments under this
          Agreement shall, except for earned but unpaid Base Salary and AVCP
          awards, cease on the first to occur of (i) the date that is six (6)
          months after such termination or (ii) the date Executive becomes
          entitled to benefits under a Company-provided long-term disability
          program. For purposes of this Agreement, "Disability" shall be defined
          by the terms of Company's long-term disability policy, or, in the
          absence of such policy, as a physical or mental disability that
          prevents Executive from performing substantially all of his duties
          under this Agreement and which is expected to be permanent. Company
          may only terminate Executive on account of Disability after giving due
          consideration to whether reasonable accommodations can be made under
          which Executive is able to fulfill his duties under this Agreement.
          The commencement date and expected duration of any physical or mental
          condition that prevents Executive from performing his duties hereunder
          shall be determined by a medical doctor selected by Company. Company
          may, in its discretion, require written confirmation from a physician
          of Disability during any extended absence.

     (f)  Death. In the event of Executive's death during the Term of
          Employment, all obligations of Company to make any further payments,
          other than an obligation to pay any accrued but unpaid Base Salary to
          the date of death and any accrued but unpaid bonuses under AVCP to the
          date of death, shall terminate upon Executive's death.

     (g)  No Duplication of Benefits. Notwithstanding any provision of this
          Agreement to the contrary, if Executive's employment is terminated for
          any reason, in no event shall Executive be eligible for payments under
          more than one subsection of this Section 6.

     (h)  Payments Not Compensation. Any participation by Executive in, and any


                                        8



          terminating distributions and vested rights under, Company-sponsored
          retirement or savings plans, regardless of whether such plans are
          qualified or nonqualified for tax purposes, shall be governed by the
          terms of those respective plans. For purposes of determining benefits
          and the amounts to be paid to Executive under such plans, any salary
          continuation or severance benefits other than salary or bonus accrued
          before termination shall not be compensation for purposes of accruing
          additional benefits under such plans.

     (i)  Executive's Duty to Provide Materials. Upon the termination of the
          Term of Employment for any reason, Executive or his estate shall
          surrender to Company all correspondence, letters, files, contracts,
          mailing lists, customer lists, advertising material, ledgers,
          supplies, equipment, checks, and all other materials and records of
          any kind that are the property of Company or any of its subsidiaries
          or affiliates, that may be in Executive's possession or under his
          control, including all copies of any of the foregoing.

     SECTION 7 - CAP ON PAYMENTS.

     (a)  General Rules. The Internal Revenue Code (the "Code") may place
          significant tax burdens on Executive and Company if the total payments
          made to Executive due to a Change of Control exceed prescribed limits.
          For example, if Executive's "Base Period Income" (as defined below) is
          $100,000, Executive's limit or "Cap" is $299,999. If Executive's
          "Total Payments" exceed the Cap by even $1.00, Executive is subject to
          an excise tax under Section 4999 of the Code of 20% of all amounts
          paid to Executive in excess of $100,000. In other words, if
          Executive's Cap is $299,999, Executive will not be subject to an
          excise tax if Executive receives exactly $299,999. If Executive
          receives $300,000, Executive will be subject to an excise tax of
          $40,000 (20% of $200,000). In order to avoid this excise tax and the
          related adverse tax consequences for Company, by signing this
          Agreement, Executive will be agreeing that, subject to the exception
          noted below, the present value of Executive's Total Payments will not
          exceed an amount equal to Executive's Cap.

     (b)  Special Definitions. For purposes of this Section, the following
          specialized terms will have the following meanings:

          (1)  "Base Period Income". "Base Period Income" is an amount equal to
               Executive's "annualized includable compensation" for the "base
               period" as defined in Sections 280G(d)(1) and (2) of the Code and
               the regulations adopted thereunder. Generally, Executive's
               "annualized includable compensation" is the average of
               Executive's annual taxable income from Company for the "base
               period," which is the five calendar years prior to the year in
               which the Change of Control occurs. These concepts are
               complicated and technical and all of the rules set forth in the
               applicable regulations apply for purposes of this Agreement.


                                        9



          (2)  "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean an amount
               equal to 2.99 times Executive's "Base Period Income." This is the
               maximum amount which Executive may receive without becoming
               subject to the excise tax imposed by Section 4999 of the Code or
               which Company may pay without loss of deduction under Section
               280G of the Code.

          (3)  "Total Payments". The "Total Payments" include any "payments in
               the nature of compensation" (as defined in Section 280G of the
               Code and the regulations adopted thereunder), made pursuant to
               this Agreement or otherwise, to or for Executive's benefit, the
               receipt of which is contingent on a Change of Control and to
               which Section 280G of the Code applies.

     (c)  Calculating the Cap and Adjusting Payments. If Company believes that
          these rules will result in a reduction of the payments to which
          Executive is entitled under this Agreement, it will so notify
          Executive as soon as possible. Company will then, at its expense,
          retain a "Consultant" (which shall be a law firm, a certified public
          accounting firm, and/or a firm of recognized executive compensation
          consultants) to provide an opinion or opinions concerning whether
          Executive's Total Payments exceed the limit discussed above. Company
          will select the Consultant. At a minimum, the opinions required by
          this Section must set forth the amount of Executive's Base Period
          Income, the present value of the Total Payments and the amount and
          present value of any excess parachute payments. If the opinions state
          that there would be an excess parachute payment, Executive's payments
          under this Agreement will be reduced to the extent necessary to
          eliminate the excess. Executive will be allowed to choose the payment
          that should be reduced or eliminated, but the payment Executive
          chooses to reduce or eliminate must be a payment determined by such
          Consultant to be includable in Total Payments. Executive's decision
          shall be in writing and delivered to Company within thirty (30) days
          of Executive's receipt of such opinions. If Executive fails to so
          notify Company, Company will decide which payments to reduce or
          eliminate. If the Consultant selected to provide the opinions referred
          to above so requests in connection with the opinion required by this
          Section, a firm of recognized executive compensation consultants
          selected by Company shall provide an opinion, upon which such
          Consultant may rely, as to the reasonableness of any item of
          compensation as reasonable compensation for services rendered before
          or after the Change of Control. If Company believes that Executive's
          Total Payments will exceed the limitations of this Section, it will
          nonetheless make payments to Executive, at the times stated above, in
          the maximum amount that it believes may be paid without exceeding such
          limitations. The balance, if any, will then be paid after the opinions
          called for above have been received. If the amount paid to Executive
          by Company is ultimately determined, pursuant to the opinion referred
          to above or by the Internal Revenue Service, to have exceeded the
          limitation of this Section, the excess will be treated as a loan to
          Executive by Company and shall be repayable on the ninetieth (90th)
          day following demand by Company, together with interest at the lowest
          "applicable federal rate" provided in Section 1274(d) of the Code. If
          it is ultimately determined, pursuant to the opinion referred to above
          or by the Internal


                                       10



          Revenue Service, that a greater payment should have been made to
          Executive, Company shall pay Executive the amount of the deficiency,
          together with interest thereon from the date such amount should have
          been paid to the date of such payment, at the rate set forth above, so
          that Executive will have received or be entitled to receive the
          maximum amount to which Executive is entitled under this Agreement.

     (d)  Effect of Repeal. In the event that the provisions of Sections 280G
          and 4999 of the Code are repealed without succession, this Section
          shall be of no further force or effect.

     (e)  Exception. The Consultant selected pursuant to Section 7(c) will
          calculate Executive's "Uncapped Benefit" and Executive's "Capped
          Benefit." The limitations of Section 7(a) will not apply to Executive
          if Executive's Uncapped Benefit is at least one hundred five percent
          (105%) of Executive's Capped Benefit. For this purpose, Executive's
          "Uncapped Benefit" is the amount to which Executive would be entitled
          pursuant to Section 6(d), without regard to the limitations of Section
          7(a). Executive's "Capped Benefit" is the amount to which Executive
          would be entitled pursuant to Section 6(d) after the application of
          the limitations of Section 7(a).

     SECTION 8 - TAX GROSS-UP.

     (a)  Gross-Up Payment. If the Cap imposed by Section 7(a) does not apply to
          Executive because of the exception provided by Section 7(e), Company
          will provide Executive with a "Gross-Up Payment" if an excise tax is
          imposed on Executive pursuant to Section 4999 of the Code. Except as
          otherwise noted below, this Gross-Up Payment will consist of a single
          lump sum payment in an amount such that after payment by Executive of
          the "total presumed federal and state taxes" and the excise taxes
          imposed by Section 4999 of the Code on the Gross-Up Payment (and any
          interest or penalties actually imposed), Executive would retain an
          amount of the Gross-Up Payment equal to the remaining excise taxes
          imposed by Section 4999 of the Code on Executive's Total Payments
          (calculated before the Gross-Up Payment). For purposes of calculating
          Executive's Gross-Up Payment, Executive's actual federal and state
          income taxes will not be used. Instead, Company will use Executive's
          "total presumed federal and state taxes." For purposes of this
          Agreement, Executive's "total presumed federal and state taxes" shall
          be conclusively calculated using a combined tax rate equal to the sum
          of the maximum marginal federal and applicable state income tax rates.
          The state tax rate for Executive's principal place of residence will
          be used and no adjustments will be made for the deduction of state
          taxes on the federal return, any deduction of federal taxes on a state
          return, the loss of itemized deductions or exemptions, or for any
          other purpose.

     (b)  Calculations. All determinations concerning whether a Gross-Up Payment
          is


                                       11



          required pursuant to Section 8(a) and the amount of any Gross-Up
          Payment (as well as any assumptions to be used in making such
          determinations) shall be made by the Consultant selected pursuant to
          Section 7(c). The Consultant shall provide Executive and Company with
          a written notice of the amount of the excise taxes that Executive is
          required to pay and the amount of the Gross-Up Payment. The notice
          from the Consultant shall include any necessary calculations in
          support of its conclusions. All fees and expenses of the Consultant
          shall be paid by Company. Any Gross-Up Payment shall be made by
          Company within fifteen (15) days after the mailing of such notice. As
          a general rule, the Consultant's determination shall be binding on
          Executive and Company. The application of the excise tax rules of
          Section 4999, however, is complex and uncertain and, as a result, the
          Internal Revenue Service may disagree with the Consultant concerning
          the amount, if any, of the excise taxes that are due. If the Internal
          Revenue Service determines that excise taxes are due, or that the
          amount of the excise taxes that are due is greater than the amount
          determined by the Consultant, the Gross-Up Payment will be
          recalculated by the Consultant to reflect the actual excise taxes that
          Executive is required to pay (and any related interest and penalties).
          Any deficiency will then be paid to Executive by Company within
          fifteen (15) days of the receipt of the revised calculations from the
          Consultant. If the Internal Revenue Service determines that the amount
          of excise taxes that Executive paid exceeds the amount due, Executive
          shall return the excess to Company (along with any interest paid to
          Executive on the overpayment) immediately upon receipt from the
          Internal Revenue Service or other taxing authority. Company has the
          right to challenge any excise tax determinations made by the Internal
          Revenue Service. If Company agrees to indemnify Executive from any
          taxes, interest and penalties that may be imposed upon Executive
          (including any taxes, interest and penalties on the amounts paid
          pursuant to Company's indemnification agreement), Executive must
          cooperate fully with Company in connection with any such challenge.
          Company shall bear all costs associated with the challenge of any
          determination made by the Internal Revenue Service and Company shall
          control all such challenges. The additional Gross-Up Payments called
          for by the preceding paragraph shall not be made until Company has
          either exhausted its (or Executive's) rights to challenge the
          determination or indicated that it intends to concede or settle the
          excise tax determination. Executive must notify Company in writing of
          any claim or determination by the Internal Revenue Service that, if
          upheld, would result in the payment of excise taxes in amounts
          different from the amount initially specified by the Consultant. Such
          notice shall be given as soon as possible but in no event later than
          fifteen (15) days following Executive's receipt of notice of the
          Internal Revenue Service's position.


                                       12



     SECTION 9 - NOTICES. All notices or communications hereunder shall be in
writing, addressed as follows:

          To Company:       Metaldyne Corporation
                            47603 Halyard Drive
                            Plymouth, MI 48170
                            ATTN: Chairman of the Board

          with a copy to:   R. Jeffrey Pollock, Esq.
                            McDonald, Hopkins, Burke &
                               Haber Co., L.P.A.
                            600 Superior Avenue, Suite 2100
                            Cleveland, OH 44114

          To Executive:     Joseph Nowak
                            37480 Rhoneswood Drive
                            Northville, MI 48167

                            -------------------------------

                            -------------------------------

          with a copy to:   Gary L. Figurski CPA/CVA
                            17940 Farmington Rd.
                            Suite 220
                            Livonia, MI 48152

                            -------------------------------

                            -------------------------------

                            -------------------------------

                            -------------------------------

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

     SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this Agreement
shall be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

     SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding upon
and inure to the benefit of the heirs and representatives of Executive and the
assigns and successors of Company, but neither this Agreement nor any rights or
obligations hereunder shall be assignable or otherwise subject to hypothecation
by Executive (except by will or by operation of the laws of intestate
succession) or by Company, except that Company may assign this Agreement to any
successor (whether by merger, purchase or otherwise) to all or substantially all
of the stock, assets or business of Company.


                                       13



     SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.

     SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

     (a)  Executive represents that acceptance of employment under this
          Agreement and performance under this Agreement are not in violation of
          any restrictions or covenants under the terms of any other agreements
          to which Executive is a party.

     (b)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, during the Term of Employment and for the two (2) year
          period following the termination of Executive's employment with
          Company, for any reason ("Non-Compete Term"), Executive shall not
          engage, either directly or indirectly, as a principal for Executive's
          own account or jointly with others, or as a stockholder in any
          corporation or joint stock association, or as a partner or member of a
          general or limited liability entity, or as an employee, officer,
          director, agent, consultant or in any other advisory capacity in any
          business other than Company or its subsidiaries which designs,
          develops, manufacturers, distributes, sells or markets the type of
          products or services sold, distributed or provided by Company or its
          subsidiaries during the two (2) year period prior to the date of
          termination (the "Business"); provided that nothing herein shall
          prevent Executive from owning, directly or indirectly, not more than
          five percent (5%) of the outstanding shares of, or any other equity
          interest in, any entity engaged in the Business and listed or traded
          on a national securities exchanges or in an over-the-counter
          securities market.

     (c)  During the Non-Compete Term, Executive shall not (i) directly or
          indirectly employ or solicit, or receive or accept the performance of
          services by, any active employee of Company or any of its subsidiaries
          who is employed primarily in connection with the Business, except in
          connection with general, non-targeted recruitment efforts such as
          advertisements and job listings, or directly or indirectly induce any
          employee of Company to leave Company, or assist in any of the
          foregoing, or (ii) solicit for business (relating to the Business) any
          person who is a customer or former customer of Company or any of its
          subsidiaries, unless such person shall have ceased to have been such a
          customer for a period of at least six (6) months.

     (d)  Executive shall not at any time (whether during or after his
          employment with Company) disclose or use for Executive's own benefit
          or purposes or the benefit or purposes of any other person, firm,
          partnership, joint venture, association, corporation or other business
          organization, entity or enterprise other than Company and any of its
          subsidiaries, any trade secrets, information, data, or other
          confidential information of the Company, including but not limited to,
          information relating to customers, development programs, costs,
          marketing, trading, investment, sales


                                       14



          activities, promotion, credit and financial data, financing methods,
          plans or the business and affairs of Company generally, or of any
          subsidiary of Company, unless required to do so by applicable law or
          court order, subpoena or decree or otherwise required by law, with
          reasonable evidence of such determination promptly provided to
          Company. The preceding sentence of this paragraph (d) shall not apply
          to information which is not unique to Company or which is generally
          known to the industry or the public other than as a result of
          Executive's breach of this covenant. Executive agrees that upon
          termination of employment with Company for any reason, Executive will
          return to Company immediately all memoranda, books, papers, plans,
          information, letters and other data, and all copies thereof or
          therefrom, in any way relating to the business of Company and its
          subsidiaries, except that Executive may retain personal notes,
          notebooks and diaries. Executive further agrees that Executive will
          not retain or use for Executive's account at any time any trade names,
          trademark or other proprietary business designation used or owned in
          connection with the business of Company or its subsidiaries.

     (e)  It is expressly understood and agreed that although Executive and
          Company consider the restrictions contained in this Section 13 to be
          reasonable, if a final judicial determination is made by a court of
          competent jurisdiction that the time or territory or any other
          restriction contained in this Agreement is an unenforceable
          restriction against Executive, the provisions of this Agreement shall
          not be rendered void but shall be deemed amended to apply as to such
          maximum time and territory and to such maximum extent as such court
          may judicially determine or indicate to be enforceable. Alternatively,
          if any tribunal of competent jurisdiction finds that any restriction
          contained in this Agreement is unenforceable, and such restriction
          cannot be amended so as to make it enforceable, such finding shall not
          affect the enforceability of any of the other restrictions contained
          herein.

     (f)  As a condition to the receipt of any benefits described in this
          Agreement, Executive shall be required to execute an agreement
          pursuant to which Executive releases any claims he may have against
          Company and agrees to the continuing enforceability of the restrictive
          covenants of this Agreement.

     (g)  This Section 13 will survive the termination of this Agreement.

     SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, Executive shall forfeit all payments otherwise due under
this Agreement and shall return any Severance Package payment made. Moreover,
Company, without posting any bond, shall be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

     SECTION 15- SURVIVORSHIP. The respective rights and obligations of the
parties hereunder


                                       15



shall survive any termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations. The provisions of this
Section 15 are in addition to the survivorship provisions of any other section
of this Agreement.

     SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial or
administrative proceeding or claim relating to or pertaining to this Agreement
is initiated by either party hereto, such proceeding or claim shall and must be
filed in a state or federal court located in Wayne County, Michigan and such
proceeding or claim shall be governed by and construed under Michigan law,
without regard to conflict of law and principals.

     SECTION 17 - DISPUTE RESOLUTION. Any dispute related to or arising under
this Agreement shall be resolved in accordance with the Metaldyne Dispute
Resolution Policy in effect at the time such dispute arises. The Metaldyne
Dispute Resolution Policy in effect at the time of this Agreement is attached to
this Agreement.

     SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the entire
understanding between the parties hereto and supersedes in all respects any
prior or other agreement or understanding, both written and oral, between
Company, any affiliate of Company or any predecessor of Company or affiliate of
any predecessor of Company and Executive; provided, however, that this Agreement
does not supercede the MascoTech, Inc. Retention Plan or any change in control
agreements between Executive and Simpson Industries, Inc., Global Metal
Technologies, Inc. ("GMTI"), or MascoTech, Inc. that predates the Heartland
Industrial Partners' acquisition of Simpson Industries, Inc., GMTI, or
MascoTech, Inc. in the year 2000 or 2001 and which agreements by their terms
survive such acquisition for a specified period.

     SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

     SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of sections in
this Agreement are provided for convenience only and will not effect its
construction or interpretation. All references to "Section" or "Sections" refer
to the corresponding section or sections of this Agreement unless otherwise
specified. All words used in this Agreement will be construed to be of such
gender or number as circumstances require.

     SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.


                                       16



     Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.

                                                    COMPANY

                                             METALDYNE CORPORATION


     December 12, 2001                  By: /s/ Timothy D. Leuliette
            Date                            ------------------------------------

                                        Its: Chief Executive Officer


                                                   EXECUTIVE

     January 7, 2002                             Joseph Nowak
            Date
                                            ------------------------------------


                                       17



                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This Amendment modifies the Employment Agreement between METALDYNE
CORPORATION ("Company") and JOSEPH NOWAK ("Executive") entered into with an
Effective Date of October 1, 2001. The Employment Agreement remains in effect in
accordance with its terms, except as modified by this Amendment. In accordance
with Section 12 of the Employment Agreement, the parties have agreed to amend
the Employment Agreement as follows:

                                    ARTICLE I

     Section 2 of the Employment Agreement is revised by deleting Section 2 in
its entirety and replacing it with the following:

     SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under this
Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of December 31, 2006
("Initial Period") or the date that either party terminates Executive's
employment; provided that subsequent to the Initial Period, the Term of
Employment shall automatically renew each January 1 for one year ("Renewal
Period"), unless either party terminates Executive's employment, or Company
delivers to Executive or Executive delivers to Company written notice at least
thirty (30) days but no more than ninety (90) days in advance of the expiration
of the Initial Period or any Renewal Period that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the Term
of Employment under this Agreement shall not be a termination of this Agreement
to the extent that other provisions of this Agreement by their terms survive the
Term of Employment.

                                   ARTICLE II

     Executive's Base Salary on the date of this Amendment is Three Hundred
Fifty Thousand Dollars ($350,000) per year.

                                   ARTICLE III

     Section 3(b) of the Employment Agreement is amended by adding the phrase
"During the Term of Employment" before the phrase "Executive shall be
eligible...."

                                   ARTICLE IV

     Sections 4(b), (c) and (d) of the Employment Agreement are amended by
adding the phrase "During the Term of Employment," following the caption at the
beginning of the first sentence.


                                       18



                                    ARTICLE V

     The first paragraph of Section 6 of the Employment Agreement is amended by
deleting the first paragraph of Section 6 in its entirety and replacing it with
the following:

     SECTION 6 - TERMINATION OF EMPLOYMENT. Executive's employment during or
after the Term of Employment shall be terminable at will by either party at any
time for any reason.

                                   ARTICLE VI

     Section 6(a) of the Employment Agreement is amended by deleting Section
6(a) in its entirety and replacing it with the following:

     (b)  Termination Without Cause or for Good Reason. If Executive's
          employment is terminated during or after the Term of Employment by
          Company for any reason other than Cause (as defined in Section 6(c)
          hereof), Disability (as defined in Section 6(e) hereof) or death, or
          if Executive's employment is terminated by Executive for Good Reason
          (as defined in Section 6(a)(2) hereof) during or after the Term of
          Employment, then Company shall pay Executive the Severance Package. A
          termination by Executive without Good Reason shall be a termination
          under Section 6(b) below and not a termination under this Section
          6(a).

                                   ARTICLE VII

     Section 6(a)(1)(C)(i) of the Employment Agreement is amended by deleting
Section 6(a)(1)(C)(i) in its entirety and replacing it with the following:

                    (iii) the end of the eighteen (18) month period following
                         Executive's termination of employment, or

                                  ARTICLE VIII

     Section 6(b) of the Employment Agreement is amended by deleting Section
6(b) in its entirety and replacing it with the following:

     (c)  Voluntary Termination by Executive. If Executive terminates his
          employment with Company without Good Reason, during or after the Term
          of Employment, then Company shall pay Executive his accrued unpaid
          Base Salary through the date of termination and the AVCP award for the
          most recently completed year if an award has been declared for such
          year but not paid. The accrued unpaid Base Salary amounts payable
          under this Section 6(b) shall be payable in a lump sum within ten (10)
          days of termination of employment. Any accrued unpaid bonus amounts
          payable under this Section 6(b) shall be payable in accordance with
          customary practices for payment of bonuses under AVCP. No prorated
          bonus for the year of


                                       19



          termination shall be paid. Any other benefits under other plans and
          programs of Company in which Executive is participating at the time of
          Executive's termination of employment shall be paid, distributed,
          settled, or shall expire in accordance with their terms, and Company
          shall have no further obligations hereunder with respect to Executive
          following the date of termination of employment.

                                   ARTICLE IX

     The first paragraph of Section 6(d) is deleted and replaced with the
following provision:

     Termination Following a Change of Control. If a Change of Control of
Company (as defined below) occurs after the Term of Employment, this Section
6(d) shall not apply. If a Change of Control occurs during the Term of
Employment, and Executive's employment with Company terminates by reason of a
Qualifying Termination (as defined below) within three (3) years after such
Change of Control, then, in lieu of the Severance Package, and subject to the
limitations described in Section 7 below, the Company shall provide Executive
the following termination benefits:

                                    ARTICLE X

     Section 6(d)(2)(A) of the Employment Agreement is amended by deleting
Section 6(d)(2)(A) in its entirety and replacing it with the following:

          (C)  the end of the eighteen (18) month period following Executive's
               termination of employment, or

                                   ARTICLE XI

     Section 6(e) of the Employment Agreement is amended by deleting the phrase
"under this Agreement" in the first full sentence and replacing it with the
phrase "during the Term of Employment."

     ARTICLE XII

     Section 6(i) of the Employment Agreement is amended by deleting the phrase
"the Term of Employment" in the first sentence and replacing it with the phrase
"Executive's employment."

                                  ARTICLE XIII

     Section 13(b) of the Employment Agreement is amended by deleting Section
13(b) in its entirety and replacing it with the following:

     (b)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, while employed by Company and for the two (2) year period
          following the termination of Executive's employment with Company for
          any reason other than a termination of employment by Executive for any
          reason after the Term of Employment if the Term of Employment expires


                                       20



          following a written notice of nonrenewal from Company ("Non-Compete
          Term"), Executive shall not engage, either directly or indirectly, as
          a principal for Executive's own account or jointly with others, or as
          a stockholder in any corporation or joint stock association, or as a
          partner or member of a general or limited liability entity, or as an
          employee, officer, director, agent, consultant or in any other
          advisory capacity in any business other than Company or its
          subsidiaries which designs, develops, manufacturers, distributes,
          sells or markets the type of products or services sold, distributed or
          provided by Company or its subsidiaries during the two (2) year period
          prior to the date of termination (the "Business"); provided that
          Executive may, following written notice to and written approval by the
          Company, be employed without violating Section 13(b) by an entity that
          engages in the Business if, after reviewing the details of Executive's
          proposed employment or other involvement with such entity, including,
          without limitation, Executive's proposed title, duties, and reporting
          responsibilities, the CEO, after consultation with the Chairman of the
          Compensation Committee, makes a written determination addressed to
          Executive that the proposed employment does not otherwise present a
          risk of unfair competition with the Company. This determination shall
          be made or not made in the sole discretion of the CEO, after
          consultation with the Chairman of the Compensation Committee, and
          shall not be accorded any authority as precedent by any party in the
          interpretation of this Section 13(b) or its application under any
          other circumstances.

          Nothing herein shall prevent Executive from owning, directly or
          indirectly, not more than five percent (5%) of the outstanding shares
          of, or any other equity interest in, any entity engaged in the
          Business and listed or traded on a national securities exchange or in
          an over-the-counter securities market.

                                   ARTICLE XIV

     Section 13(g) of the Employment Agreement is amended by deleting Section
13(g) in its entirety and replacing it with the following:

     (g)  This Section 13 will survive the termination of Executive's Term of
          Employment and the termination of this Agreement.

Intending to be legally bound hereby, the parties have signed this Amendment to
be effective September 10, 2004.

                                                        Executive
September 17, 2004                      /s/ Joseph Nowak
- -------------------------               ----------------------------------------
           Date

                                                METALDYNE CORPORATION


October 5, 2004                         By: Timothy D. Leuliette
- -------------------------                   ------------------------------------
           Date                        Its: Chairman, President
                                            and Chief Executive Officer
                                            -----------------------------------
                                       21

EX-10.20

EXHIBIT 10.20 - EMPLOYMENT AGREEMENT BETWEEN METALDYNE CORPORATION AND GEORGE
THANOPOULOS.

                              EMPLOYMENT AGREEMENT

     This Agreement is made by and between Metaldyne Corporation, a Delaware
corporation ("Company") and George Thanopoulos (hereinafter "Executive") October
1, 2001 ("Effective Date"). In order to induce Executive to serve as its
President, Engine Group, Company enters into this Agreement with Executive to
set out the terms and conditions that will apply to Executive's employment with
Company. Executive is willing to accept such employment and assignment and to
perform services on the terms and conditions hereinafter set forth. It is
therefore hereby agreed by and between the parties as follows:

     SECTION 1 - EMPLOYMENT.

     (a)  Company employs Executive as its President, Engine Group. In this
          capacity, Executive shall report to the Chief Executive Officer
          ("CEO"). Executive accepts employment in accordance with this
          Agreement and agrees to devote his full business time and efforts to
          the performance of his duties and responsibilities hereunder.

     (b)  Nothing in this Agreement shall preclude Executive from engaging in
          charitable and community affairs, from managing any passive investment
          (i.e., an investment with respect to which Executive is in no way
          involved with the management or operation of the entity in which
          Executive has invested) made by him in publicly traded equity
          securities or other property (provided that no such investment may
          exceed five percent (5%) of the equity of any entity, without the
          prior approval of the Board of Directors of Metaldyne Corporation (the
          "Board")), or from serving, subject to the prior approval of the
          Board, as a member of boards of directors or as a trustee of any other
          corporation, association or entity, to the extent that any of the
          above activities do not conflict with any provision of this Agreement.

     SECTION 2 - TERM OF EMPLOYMENT. Executive's term of employment under this
Agreement ("Term of Employment") shall commence on the Effective Date and,
subject to the terms hereof, shall terminate on the earlier of: December 31,
2003 ("Initial Period"); or the date that either party terminates Executive's
employment under this Agreement; provided that subsequent to the Initial Period,
the Term of Employment shall automatically renew each January for one year
("Renewal Period"), unless Company delivers to Executive or Executive delivers
to Company written notice at least thirty (30) days in advance of the expiration
of the Initial Period or any Renewal Period, that the Term of Employment shall
not be extended, in which case the Term of Employment shall end at the end of
the Year in which such notice was delivered and shall not be further extended
except by written agreement of Company and Executive. The expiration of the


                                       1



Term of Employment under this Agreement shall not be a termination of this
Agreement to the extent that other provisions of this Agreement by their terms
survive the Term of Employment. For purposes of this Agreement, the term "Year"
shall mean the twelve-month period commencing on the Effective Date and each
anniversary of the Effective Date.

     SECTION 3 - COMPENSATION.

     (a)  Salary. During the Initial Period, Company shall pay Executive at the
          rate of Two Hundred Seventy Thousand Four Hundred Dollars ($270,400)
          per annum ("Base Salary"). Base Salary shall be payable in accordance
          with the ordinary payroll practices of Company and shall be subject to
          all applicable federal, state and local withholding and reporting
          requirements. Base Salary may be adjusted by the President and CEO
          during the Term of Employment.

     (b)  Annual Value Creation Plan ("AVCP"). Executive shall be eligible to
          participate in the AVCP, a copy of which has been provided to
          Executive, subject to all the terms and conditions of such plan, as
          such plan may be modified from time to time.

     SECTION 4 - EMPLOYEE BENEFITS.

     (a)  Employee Retirement Benefit Programs, Welfare Benefit Programs, Plans
          and Practices. Company shall provide Executive with coverage under any
          retirement benefit programs, welfare benefit programs, plans and
          practices, that Company makes available to its senior executives, in
          accordance with the terms thereof, as such programs, plans and
          practices may be amended from time to time in accordance with their
          terms.

     (b)  Vacation. Executive shall be entitled to twenty (20) business days of
          paid vacation each calendar year, which shall be taken at such times
          as are consistent with Executive's responsibilities hereunder.
          Vacation days shall be subject to the Company's general policies
          regarding vacation days, as such policies may be modified from time to
          time.

     (c)  Perquisites. During Executive's employment hereunder, Company shall
          provide Executive, subject to review and approval by the President and
          CEO, with such additional perquisites as are generally available to
          similarly-situated executives.

     (d)  Stock Options. Executive shall be eligible to participate in the
          Metaldyne Corporation 2001 Long Term Equity Incentive Plan in
          accordance with


                                        2



          the terms and conditions of such plan and any grant agreements
          thereunder.

     SECTION 5 - EXPENSES. Subject to prevailing Company policy or such
guidelines as may be established by the CEO or his delegee, Company will
reimburse Executive for all reasonable expenses incurred by Executive in
carrying out his duties.

     SECTION 6 - TERMINATION OF EMPLOYMENT. The respective rights and
responsibilities of the parties to this Agreement notwithstanding, Executive
remains an employee-at-will, and his Term of Employment may be terminated by
either party at any time for any reason by written notice.

     (a)  Termination Without Cause or for Good Reason. If Executive's
          employment is terminated during the Term of Employment by Company for
          any reason other than Cause (as defined in Section 6(c) hereof),
          Disability (as defined in Section 6(e) hereof) or death, or if
          Executive's employment is terminated by Executive for Good Reason (as
          defined in Section 6(a)(2) hereof), then Company shall pay Executive
          the Severance Package. Any termination of employment that results from
          a notice of nonrenewal given in accordance with Section 2 of this
          Agreement shall not be a termination under this Section 6(a) but shall
          instead be a termination under Section 6(b) below. Likewise, a
          termination by Executive without Good Reason shall be a termination
          under Section 6(b) below and not a termination under this Section
          6(a).

          (1)  For purposes of this Agreement, "Severance Package" shall mean:

               (A)  Base Salary continuation for twenty-four (24) months at
                    Executive's annual Base Salary rate in effect on the date of
                    termination, subject to all applicable federal, state and
                    local withholding and reporting requirements. These salary
                    continuation payments shall be paid in accordance with usual
                    Company payroll practices;

               (B)  A bonus equal to two hundred percent (200%) of the target
                    bonus opportunity under AVCP, payable in equal installments
                    over the twenty-four (24) month period described in Section
                    6(a)(1)(A) above, subject to the same withholding and
                    reporting requirements. In addition, Executive shall receive
                    the bonus for the most recently completed bonus term if a
                    bonus has been declared for such term but not paid, and a
                    pro rata bonus for the year of termination through the date
                    of termination calculated at one hundred percent (100%) of
                    the bonus opportunity for target performance for that term,
                    multiplied by a fraction the numerator of which is the
                    number of days that Executive was employed during such bonus
                    term and the


                                        3



                    denominator of which is 365. The prorated bonus for the
                    final year shall be paid in a single sum within ten (10)
                    days of the termination of Executive's employment with
                    Company. Any unpaid bonus shall be paid in accordance with
                    customary practices for payment of bonuses under AVCP; and

               (C)  Continuation of benefits under any life, group medical, and
                    dental insurance benefits substantially similar to those
                    which Executive was receiving immediately prior to
                    termination of employment until the earlier of:

                    (i)  the end of the twenty-four (24) month period following
                         Executive's termination of employment, or

                    (ii) the date on which Executive becomes eligible to receive
                         any benefits under any plan or program of any other
                         employer.

                    The continuing coverage provided under this Section
                    6(a)(1)(C) is subject to Executive's eligibility to
                    participate in such plans and all other terms and conditions
                    of such plans, including without limitation, any employee
                    contribution requirements and Company's ability to modify or
                    terminate such plans or coverages. Company may satisfy this
                    obligation in whole or in part by paying the premium
                    otherwise payable by Executive for continuing coverage under
                    Section 601 et seq. of the Employee Retirement Income
                    Security Act of 1974, as it may be amended or replaced from
                    time to time. If Executive is not eligible for continued
                    coverage under one of the Company-provided benefit plans
                    noted in this paragraph (C) that he was participating in
                    during his employment, Company shall pay Executive the cash
                    equivalent of the insurance cost for the duration of the
                    applicable period at the rate of the Company's cost of
                    coverage for Executive's benefits as of the date of
                    termination. Any obligation to pay the cash equivalent of
                    such cost under this item may be settled, at Company's
                    discretion, by a lump-sum payment of any remaining premiums.

          (2)  For purposes of this Agreement, a termination of employment by
               Executive for "Good Reason" shall be a termination by Executive
               following the occurrence of any of the following events unless
               Company has cured as provided below:


                                        4



               (A)  A material and permanent diminution in Executive's duties or
                    responsibilities;

               (B)  A material reduction in the aggregate value of Base Salary
                    and bonus opportunity; or

               (C)  A permanent reassignment of Executive to another primary
                    office, or a relocation of the Company office that is
                    Executive's primary office, unless Executive's primary
                    office following such reassignment or relocation is within
                    thirty-five (35) miles of Executive's primary office before
                    the reassignment or relocation or Executive's permanent
                    residence on the date of the reassignment or relocation.

               Executive must notify Company of any event constituting Good
               Reason within one hundred twenty (120) days after Executive
               becomes aware of such event or such event shall not constitute
               Good Reason for purposes of this Agreement provided that Company
               shall have fifteen (15) days from the date of such notice to cure
               the Good Reason event. Executive cannot terminate his employment
               for Good Reason if Cause exists at the time of such termination.
               A termination by Executive following cure shall not be a
               termination for Good Reason. A failure of Executive to notify
               Company after the first occurrence of an event constituting Good
               Reason shall not preclude any subsequent occurrences of such
               event (or similar event) from constituting Good Reason.

     (b)  Voluntary Termination by Executive; Expiration of Employment Term. If
          Executive terminates his employment with Company without Good Reason,
          or if the Employment Term expires following notice of nonrenewal by
          either party under Section 2, then Company shall pay Executive his
          accrued unpaid Base Salary through the date of termination and the
          AVCP award for the most recently completed year if an award has been
          declared for such year but not paid. The accrued unpaid Base Salary
          amounts payable under this Section 6(b) shall be payable in a lump sum
          within ten (10) days of termination of employment. Any accrued unpaid
          bonus amounts payable under this Section 6(b) shall be payable in
          accordance with customary practices for payment of bonuses under AVCP.
          No prorated bonus for the year of termination shall be paid. Any other
          benefits under other plans and programs of Company in which Executive
          is participating at the time of Executive's termination of employment
          shall be paid, distributed, settled, or shall expire in accordance
          with their terms, and Company shall have no further obligations
          hereunder with respect to Executive following the date of termination
          of employment.


                                        5



     (c)  Termination for Cause. If Executive's employment is terminated for
          Cause, Company shall pay Executive his accrued but unpaid Base Salary
          through the date of the termination of employment, and no further
          payments or benefits shall be owed. The accrued unpaid Base Salary
          amounts payable under this Section 6(c) shall be payable in a lump sum
          within ten (10) days of termination of employment. As used herein, the
          term "Cause" shall be limited to:

          (1)  Executive's conviction of or plea of guilty or nolo contendere to
               a crime constituting a felony under the laws of the United States
               or any state thereof or any other jurisdiction in which Company
               conducts business;

          (2)  Executive's willful misconduct in the performance of his duties
               to Company;

          (3)  Executive's willful and continued failure to follow the
               instructions of Company's Board or CEO; or

          (4)  Executive's willful and/or continued neglect of duties (other
               than any such neglect resulting from incapacity of Executive due
               to physical or mental illness);

          provided, however, that Cause shall arise under items (3) or (4) only
          following ten (10) days written notice thereof from Company which
          specifically identifies such failure or neglect and the continuance of
          such failure or neglect during such notice period. Any failure by
          Company to notify Executive after the first occurrence of an event
          constituting Cause shall not preclude any subsequent occurrences of
          such event (or a similar event) from constituting Cause.

     (d)  Termination Following a Change of Control. In the event Executive's
          employment with Company terminates by reason of a Qualifying
          Termination (as defined below) within three (3) years after a Change
          of Control of Company (as defined below), then, in lieu of the
          Severance Package, and subject to the limitations described in Section
          7 below, the Company shall provide Executive the following termination
          benefits:

          (1)  Termination Payments. Company shall pay Executive:

               (A)  A single sum payment equal to three hundred percent (300%)
                    of Executive's annual Base Salary rate in effect on the date
                    of termination, subject to all applicable federal, state and
                    local withholding and reporting requirements. This
                    single-sum payment shall be paid within ten (10) days of
                    termination of employment;


                                       6



               (B)  A bonus equal to three hundred percent (300%) of the target
                    bonus opportunity under AVCP. In addition, Executive shall
                    receive the bonus for the most recently completed bonus term
                    if a bonus has been declared for such term but not paid, and
                    a pro rata bonus for the year of termination through the
                    date of termination calculated at one hundred percent (100%)
                    of the bonus opportunity for target performance for that
                    term, multiplied by a fraction the numerator of which is the
                    number of days that Executive was employed during such bonus
                    term and the denominator of which is 365. The prorated bonus
                    for the final year shall be paid as a single sum within ten
                    (10) days of termination of employment. Any unpaid bonus
                    shall be paid in accordance with customary practices for
                    payment of bonuses under AVCP.

               All payments under this Section 6(d), however, are subject to the
               timing rules, calculations and adjustments described in Sections
               7 and 8.

          (2)  Benefits Continuation. Executive shall continue to receive life,
               group medical and dental insurance benefits substantially similar
               to those which Executive was receiving immediately prior to the
               Qualifying Termination until the earlier of:

               (A)  the end of the thirty-six (36) month period following
                    Executive's termination of employment, or

               (B)  the date on which Executive becomes eligible to receive any
                    benefits under any plan or program of any other employer.

               The continuing coverage provided under this Section 6(d)(2) is
               subject to Executive's eligibility to participate in such plans
               and all other terms and conditions of such plans, including
               without limitation, any employee contribution requirements and
               Company's ability to modify or terminate such plans or coverages.
               Company may satisfy this obligation in whole or in part by paying
               the premium otherwise payable by Executive for continuing
               coverage under Section 601 et seq. of the Employee Retirement
               Income Security Act of 1974, as it may be amended or replaced
               from time to time. If Executive is not eligible for continued
               coverage under one of the Company-provided benefit plans noted in
               this paragraph (2) that he was participating in during his
               employment, Company shall pay Executive the cash equivalent of
               the insurance cost for the duration of the applicable period at
               the rate of the Company's cost of coverage for Executive's
               benefits as


                                        7



               of the date of termination. Any obligation to pay the cash
               equivalent of such cost of coverage under this item may be
               settled, at Company's discretion, by a lump-sum payment of any
               remaining premiums.

          (3)  Qualifying Termination. For purposes of this Agreement, the term
               "Qualifying Termination" means a termination of Executive's
               employment with the Company for any reason other than:

               (A)  death;

               (B)  Disability, as defined herein;

               (C)  Cause, as defined herein; or

               (D)  A termination by Executive without Good Reason, as defined
                    herein.

          (4)  Change of Control Defined. For purposes of this Agreement, a
               "Change of Control" means the first of the following events to
               occur following the date hereof:

               (A)  The sale, lease, or transfer in one or a series of related
                    transactions (I) of eighty percent (80%) or more of the
                    consolidated assets of Company and its subsidiaries or (II)
                    of seventy-five percent (75%) or more of Capital Stock of
                    Company held by the Heartland Entities as of November 28,
                    2000 (appropriately adjusted for stock splits, combinations,
                    subdivisions, stock dividends and similar events) to any
                    Person or group of persons other than an affiliate of the
                    Heartland Entities, whether directly or indirectly or by way
                    of any merger, consolidation or other business combination
                    or purchase of beneficial ownership or otherwise. The term
                    "group of persons" shall have the meaning of the term
                    "person" set forth in Sections 13(d) and 14(d) of the
                    Securities Exchange Act of 1934 ("1934 Act") or any similar
                    successor provision, and the rules, regulations and
                    interpretations promulgated thereunder. The term "beneficial
                    ownership" shall have the meaning defined under Rule 13d-3
                    under the 1934 Act or any similar successor rules,
                    regulations and interpretations promulgated thereunder.

               (B)  The date on which the individuals who constitute Company's
                    Board of Directors on the date of this agreement, and any
                    new Directors who are hereafter designated by the Heartland
                    entities cease, for any reason,


                                        8



                    to constitute at least a majority of the members of the
                    Board.

               Except as otherwise indicated herein, the definition of all
               capitalized terms in this Section 6(d)(4) is set forth in the
               Shareholders Agreement by and among MascoTech, Inc., Masco
               Corporation, Richard Manoogian, The Richard and Jane Manoogian
               Foundation, and the Heartland Entities, et al., dated November
               28, 2000 (the "Shareholders Agreement").

     (e)  Disability. In the event that Executive is unable to perform his
          duties under this Agreement on account of a disability which continues
          for one hundred eighty (180) consecutive days or more, or for an
          aggregate of one hundred eighty (180) days in any period of twelve
          (12) months, Company may, in its discretion, terminate Executive's
          employment hereunder. Company's obligation to make payments under this
          Agreement shall, except for earned but unpaid Base Salary and AVCP
          awards, cease on the first to occur of (i) the date that is six (6)
          months after such termination or (ii) the date Executive becomes
          entitled to benefits under a Company-provided long-term disability
          program. For purposes of this Agreement, "Disability" shall be defined
          by the terms of Company's long-term disability policy, or, in the
          absence of such policy, as a physical or mental disability that
          prevents Executive from performing substantially all of his duties
          under this Agreement and which is expected to be permanent. Company
          may only terminate Executive on account of Disability after giving due
          consideration to whether reasonable accommodations can be made under
          which Executive is able to fulfill his duties under this Agreement.
          The commencement date and expected duration of any physical or mental
          condition that prevents Executive from performing his duties hereunder
          shall be determined by a medical doctor selected by Company. Company
          may, in its discretion, require written confirmation from a physician
          of Disability during any extended absence.

     (f)  Death. In the event of Executive's death during the Term of
          Employment, all obligations of Company to make any further payments,
          other than an obligation to pay any accrued but unpaid Base Salary to
          the date of death and any accrued but unpaid bonuses under AVCP to the
          date of death, shall terminate upon Executive's death.

     (g)  No Duplication of Benefits. Notwithstanding any provision of this
          Agreement to the contrary, if Executive's employment is terminated for
          any reason, in no event shall Executive be eligible for payments under
          more than one subsection of this Section 6.

     (h)  Payments Not Compensation. Any participation by Executive in, and any
          terminating distributions and vested rights under, Company-sponsored
          retirement or savings plans, regardless of whether such plans are
          qualified


                                        9



          or nonqualified for tax purposes, shall be governed by the terms of
          those respective plans. For purposes of determining benefits and the
          amounts to be paid to Executive under such plans, any salary
          continuation or severance benefits other than salary or bonus accrued
          before termination shall not be compensation for purposes of accruing
          additional benefits under such plans.

     (i)  Executive's Duty to Provide Materials. Upon the termination of the
          Term of Employment for any reason, Executive or his estate shall
          surrender to Company all correspondence, letters, files, contracts,
          mailing lists, customer lists, advertising material, ledgers,
          supplies, equipment, checks, and all other materials and records of
          any kind that are the property of Company or any of its subsidiaries
          or affiliates, that may be in Executive's possession or under his
          control, including all copies of any of the foregoing.

     SECTION 7 - CAP ON PAYMENTS.

     (a)  General Rules. The Internal Revenue Code (the "Code") may place
          significant tax burdens on Executive and Company if the total payments
          made to Executive due to a Change of Control exceed prescribed limits.
          For example, if Executive's "Base Period Income" (as defined below) is
          $100,000, Executive's limit or "Cap" is $299,999. If Executive's
          "Total Payments" exceed the Cap by even $1.00, Executive is subject to
          an excise tax under Section 4999 of the Code of 20% of all amounts
          paid to Executive in excess of $100,000. In other words, if
          Executive's Cap is $299,999, Executive will not be subject to an
          excise tax if Executive receives exactly $299,999. If Executive
          receives $300,000, Executive will be subject to an excise tax of
          $40,000 (20% of $200,000). In order to avoid this excise tax and the
          related adverse tax consequences for Company, by signing this
          Agreement, Executive will be agreeing that, subject to the exception
          noted below, the present value of Executive's Total Payments will not
          exceed an amount equal to Executive's Cap.

     (b)  Special Definitions. For purposes of this Section, the following
          specialized terms will have the following meanings:

          (1)  "Base Period Income". "Base Period Income" is an amount equal to
               Executive's "annualized includable compensation" for the "base
               period" as defined in Sections 280G(d)(1) and (2) of the Code and
               the regulations adopted thereunder. Generally, Executive's
               "annualized includable compensation" is the average of
               Executive's annual taxable income from Company for the "base
               period," which is the five calendar years prior to the year in
               which the Change of Control occurs. These concepts are
               complicated and technical and all of the rules set forth in the
               applicable regulations apply for purposes of this Agreement.


                                       10



          (2)  "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean an amount
               equal to 2.99 times Executive's "Base Period Income." This is the
               maximum amount which Executive may receive without becoming
               subject to the excise tax imposed by Section 4999 of the Code or
               which Company may pay without loss of deduction under Section
               280G of the Code.

          (3)  "Total Payments". The "Total Payments" include any "payments in
               the nature of compensation" (as defined in Section 280G of the
               Code and the regulations adopted thereunder), made pursuant to
               this Agreement or otherwise, to or for Executive's benefit, the
               receipt of which is contingent on a Change of Control and to
               which Section 280G of the Code applies.

     (c)  Calculating the Cap and Adjusting Payments. If Company believes that
          these rules will result in a reduction of the payments to which
          Executive is entitled under this Agreement, it will so notify
          Executive as soon as possible. Company will then, at its expense,
          retain a "Consultant" (which shall be a law firm, a certified public
          accounting firm, and/or a firm of recognized executive compensation
          consultants) to provide an opinion or opinions concerning whether
          Executive's Total Payments exceed the limit discussed above. Company
          will select the Consultant. At a minimum, the opinions required by
          this Section must set forth the amount of Executive's Base Period
          Income, the present value of the Total Payments and the amount and
          present value of any excess parachute payments. If the opinions state
          that there would be an excess parachute payment, Executive's payments
          under this Agreement will be reduced to the extent necessary to
          eliminate the excess. Executive will be allowed to choose the payment
          that should be reduced or eliminated, but the payment Executive
          chooses to reduce or eliminate must be a payment determined by such
          Consultant to be includable in Total Payments. Executive's decision
          shall be in writing and delivered to Company within thirty (30) days
          of Executive's receipt of such opinions. If Executive fails to so
          notify Company, Company will decide which payments to reduce or
          eliminate. If the Consultant selected to provide the opinions referred
          to above so requests in connection with the opinion required by this
          Section, a firm of recognized executive compensation consultants
          selected by Company shall provide an opinion, upon which such
          Consultant may rely, as to the reasonableness of any item of
          compensation as reasonable compensation for services rendered before
          or after the Change of Control. If Company believes that Executive's
          Total Payments will exceed the limitations of this Section, it will
          nonetheless make payments to Executive, at the times stated above, in
          the maximum amount that it believes may be paid without exceeding such
          limitations. The balance, if any, will then be paid after the opinions
          called for above have been received. If the amount paid to


                                       11



          Executive by Company is ultimately determined, pursuant to the opinion
          referred to above or by the Internal Revenue Service, to have exceeded
          the limitation of this Section, the excess will be treated as a loan
          to Executive by Company and shall be repayable on the ninetieth (90th)
          day following demand by Company, together with interest at the lowest
          "applicable federal rate" provided in Section 1274(d) of the Code. If
          it is ultimately determined, pursuant to the opinion referred to above
          or by the Internal Revenue Service, that a greater payment should have
          been made to Executive, Company shall pay Executive the amount of the
          deficiency, together with interest thereon from the date such amount
          should have been paid to the date of such payment, at the rate set
          forth above, so that Executive will have received or be entitled to
          receive the maximum amount to which Executive is entitled under this
          Agreement.

     (d)  Effect of Repeal. In the event that the provisions of Sections 280G
          and 4999 of the Code are repealed without succession, this Section
          shall be of no further force or effect.

     (e)  Exception. The Consultant selected pursuant to Section 7(c) will
          calculate Executive's "Uncapped Benefit" and Executive's "Capped
          Benefit." The limitations of Section 7(a) will not apply to Executive
          if Executive's Uncapped Benefit is at least one hundred five percent
          (105%) of Executive's Capped Benefit. For this purpose, Executive's
          "Uncapped Benefit" is the amount to which Executive would be entitled
          pursuant to Section 6(d), without regard to the limitations of Section
          7(a). Executive's "Capped Benefit" is the amount to which Executive
          would be entitled pursuant to Section 6(d) after the application of
          the limitations of Section 7(a).

     SECTION 8 - TAX GROSS-UP.

     (a)  Gross-Up Payment. If the Cap imposed by Section 7(a) does not apply to
          Executive because of the exception provided by Section 7(e), Company
          will provide Executive with a "Gross-Up Payment" if an excise tax is
          imposed on Executive pursuant to Section 4999 of the Code. Except as
          otherwise noted below, this Gross-Up Payment will consist of a single
          lump sum payment in an amount such that after payment by Executive of
          the "total presumed federal and state taxes" and the excise taxes
          imposed by Section 4999 of the Code on the Gross-Up Payment (and any
          interest or penalties actually imposed), Executive would retain an
          amount of the Gross-Up Payment equal to the remaining excise taxes
          imposed by Section 4999 of the Code on Executive's Total Payments
          (calculated before the Gross-Up Payment). For purposes of calculating
          Executive's Gross-Up Payment, Executive's actual federal and state
          income taxes will


                                       12



          not be used. Instead, Company will use Executive's "total presumed
          federal and state taxes." For purposes of this Agreement, Executive's
          "total presumed federal and state taxes" shall be conclusively
          calculated using a combined tax rate equal to the sum of the maximum
          marginal federal and applicable state income tax rates. The state tax
          rate for Executive's principal place of residence will be used and no
          adjustments will be made for the deduction of state taxes on the
          federal return, any deduction of federal taxes on a state return, the
          loss of itemized deductions or exemptions, or for any other purpose.

     (b)  Calculations. All determinations concerning whether a Gross-Up Payment
          is required pursuant to Section 8(a) and the amount of any Gross-Up
          Payment (as well as any assumptions to be used in making such
          determinations) shall be made by the Consultant selected pursuant to
          Section 7(c). The Consultant shall provide Executive and Company with
          a written notice of the amount of the excise taxes that Executive is
          required to pay and the amount of the Gross-Up Payment. The notice
          from the Consultant shall include any necessary calculations in
          support of its conclusions. All fees and expenses of the Consultant
          shall be paid by Company. Any Gross-Up Payment shall be made by
          Company within fifteen (15) days after the mailing of such notice. As
          a general rule, the Consultant's determination shall be binding on
          Executive and Company. The application of the excise tax rules of
          Section 4999, however, is complex and uncertain and, as a result, the
          Internal Revenue Service may disagree with the Consultant concerning
          the amount, if any, of the excise taxes that are due. If the Internal
          Revenue Service determines that excise taxes are due, or that the
          amount of the excise taxes that are due is greater than the amount
          determined by the Consultant, the Gross-Up Payment will be
          recalculated by the Consultant to reflect the actual excise taxes that
          Executive is required to pay (and any related interest and penalties).
          Any deficiency will then be paid to Executive by Company within
          fifteen (15) days of the receipt of the revised calculations from the
          Consultant. If the Internal Revenue Service determines that the amount
          of excise taxes that Executive paid exceeds the amount due, Executive
          shall return the excess to Company (along with any interest paid to
          Executive on the overpayment) immediately upon receipt from the
          Internal Revenue Service or other taxing authority. Company has the
          right to challenge any excise tax determinations made by the Internal
          Revenue Service. If Company agrees to indemnify Executive from any
          taxes, interest and penalties that may be imposed upon Executive
          (including any taxes, interest and penalties on the amounts paid
          pursuant to Company's indemnification agreement), Executive must
          cooperate fully with Company in connection with any such challenge.
          Company shall bear all costs associated with the challenge of any
          determination made by the Internal Revenue Service and Company shall
          control all such challenges. The additional Gross-Up Payments called
          for by the preceding paragraph


                                       13



          shall not be made until Company has either exhausted its (or
          Executive's) rights to challenge the determination or indicated that
          it intends to concede or settle the excise tax determination.
          Executive must notify Company in writing of any claim or determination
          by the Internal Revenue Service that, if upheld, would result in the
          payment of excise taxes in amounts different from the amount initially
          specified by the Consultant. Such notice shall be given as soon as
          possible but in no event later than fifteen (15) days following
          Executive's receipt of notice of the Internal Revenue Service's
          position.

     SECTION 9 - NOTICES. All notices or communications hereunder shall be in
writing, addressed as follows:

          To Company:       Metaldyne Corporation
                            47603 Halyard Drive
                            Plymouth, MI 48170
                            ATTN: Chairman of the Board

          with a copy to:   R. Jeffrey Pollock, Esq.
                            McDonald, Hopkins, Burke &
                               Haber Co., L.P.A.
                            600 Superior Avenue, Suite 2100
                            Cleveland, OH 44114

          To Executive:     George Thanopoulos
                            -------------------------------
                            1868 Rollingwoods
                            -------------------------------
                            Troy, MI 48098
                            -------------------------------

          with a copy to:
                            -------------------------------

                            -------------------------------

                            -------------------------------

                            -------------------------------

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

     SECTION 10 - SEPARABILITY; LEGAL FEES. If any provision of this Agreement
shall be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute


                                       14



and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal of competent jurisdiction to have been frivolous.

     SECTION 11 - ASSIGNMENT AND ASSUMPTION. This contract shall be binding upon
and inure to the benefit of the heirs and representatives of Executive and the
assigns and successors of Company, but neither this Agreement nor any rights or
obligations hereunder shall be assignable or otherwise subject to hypothecation
by Executive (except by will or by operation of the laws of intestate
succession) or by Company, except that Company may assign this Agreement to any
successor (whether by merger, purchase or otherwise) to all or substantially all
of the stock, assets or business of Company.

     SECTION 12 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.

     SECTION 13 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

     (a)  Executive represents that acceptance of employment under this
          Agreement and performance under this Agreement are not in violation of
          any restrictions or covenants under the terms of any other agreements
          to which Executive is a party.

     (b)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, during the Term of Employment and for the two (2) year
          period following the termination of Executive's employment with
          Company, for any reason ("Non-Compete Term"), Executive shall not
          engage, either directly or indirectly, as a principal for Executive's
          own account or jointly with others, or as a stockholder in any
          corporation or joint stock association, or as a partner or member of a
          general or limited liability entity, or as an employee, officer,
          director, agent, consultant or in any other advisory capacity in any
          business other than Company or its subsidiaries which designs,
          develops, manufacturers, distributes, sells or markets the type of
          products or services sold, distributed or provided by Company or its
          subsidiaries during the two (2) year period prior to the date of
          termination (the "Business"); provided that nothing herein shall
          prevent Executive from owning, directly or indirectly, not more than
          five percent (5%) of the outstanding shares of, or any other equity
          interest in, any entity engaged in the Business and listed or traded
          on a national securities exchanges or in an over-the-counter
          securities market.

     (c)  During the Non-Compete Term, Executive shall not (i) directly or
          indirectly employ or solicit, or receive or accept the performance of
          services by, any active employee of Company or any of its subsidiaries


                                       15



          who is employed primarily in connection with the Business, except in
          connection with general, non-targeted recruitment efforts such as
          advertisements and job listings, or directly or indirectly induce any
          employee of Company to leave Company, or assist in any of the
          foregoing, or (ii) solicit for business (relating to the Business) any
          person who is a customer or former customer of Company or any of its
          subsidiaries, unless such person shall have ceased to have been such a
          customer for a period of at least six (6) months.

     (d)  Executive shall not at any time (whether during or after his
          employment with Company) disclose or use for Executive's own benefit
          or purposes or the benefit or purposes of any other person, firm,
          partnership, joint venture, association, corporation or other business
          organization, entity or enterprise other than Company and any of its
          subsidiaries, any trade secrets, information, data, or other
          confidential information of the Company, including but not limited to,
          information relating to customers, development programs, costs,
          marketing, trading, investment, sales activities, promotion, credit
          and financial data, financing methods, plans or the business and
          affairs of Company generally, or of any subsidiary of Company, unless
          required to do so by applicable law or court order, subpoena or decree
          or otherwise required by law, with reasonable evidence of such
          determination promptly provided to Company. The preceding sentence of
          this paragraph (d) shall not apply to information which is not unique
          to Company or which is generally known to the industry or the public
          other than as a result of Executive's breach of this covenant.
          Executive agrees that upon termination of employment with Company for
          any reason, Executive will return to Company immediately all
          memoranda, books, papers, plans, information, letters and other data,
          and all copies thereof or therefrom, in any way relating to the
          business of Company and its subsidiaries, except that Executive may
          retain personal notes, notebooks and diaries. Executive further agrees
          that Executive will not retain or use for Executive's account at any
          time any trade names, trademark or other proprietary business
          designation used or owned in connection with the business of Company
          or its subsidiaries.

     (e)  It is expressly understood and agreed that although Executive and
          Company consider the restrictions contained in this Section 13 to be
          reasonable, if a final judicial determination is made by a court of
          competent jurisdiction that the time or territory or any other
          restriction contained in this Agreement is an unenforceable
          restriction against Executive, the provisions of this Agreement shall
          not be rendered void but shall be deemed amended to apply as to such
          maximum time and territory and to such maximum extent as such court
          may judicially determine or indicate to be enforceable. Alternatively,
          if any tribunal of competent jurisdiction finds that any restriction
          contained in this Agreement is unenforceable, and such restriction
          cannot be amended so as to make it


                                       16



          enforceable, such finding shall not affect the enforceability of any
          of the other restrictions contained herein.

     (f)  As a condition to the receipt of any benefits described in this
          Agreement, Executive shall be required to execute an agreement
          pursuant to which Executive releases any claims he may have against
          Company and agrees to the continuing enforceability of the restrictive
          covenants of this Agreement.

     (g)  This Section 13 will survive the termination of this Agreement.

     SECTION 14 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, Executive shall forfeit all payments otherwise due under
this Agreement and shall return any Severance Package payment made. Moreover,
Company, without posting any bond, shall be entitled to seek equitable relief in
the form of specific performance, temporary restraining order, temporary or
permanent injunction or any other equitable remedy which may then be available.

     SECTION 15- SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 15 are in addition to the survivorship provisions of
any other section of this Agreement.

     SECTION 16 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial or
administrative proceeding or claim relating to or pertaining to this Agreement
is initiated by either party hereto, such proceeding or claim shall and must be
filed in a state or federal court located in Wayne County, Michigan and such
proceeding or claim shall be governed by and construed under Michigan law,
without regard to conflict of law and principals.

     SECTION 17 - DISPUTE RESOLUTION. Any dispute related to or arising under
this Agreement shall be resolved in accordance with the Metaldyne Dispute
Resolution Policy in effect at the time such dispute arises. The Metaldyne
Dispute Resolution Policy in effect at the time of this Agreement is attached to
this Agreement.

     SECTION 18 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the entire
understanding between the parties hereto and supersedes in all respects any
prior or other agreement or understanding, both written and oral, between
Company, any affiliate of Company or any predecessor of Company or affiliate of
any predecessor of Company and Executive; provided, however, that this Agreement
does not supercede the MascoTech, Inc. Retention Plan or any change in control
agreements between Executive and Simpson Industries, Inc., Global Metal
Technologies, Inc. ("GMTI"), or MascoTech, Inc. that predates the Heartland
Industrial Partners' acquisition of Simpson Industries, Inc., GMTI,


                                       17



or MascoTech, Inc. in the year 2000 or 2001 and which agreements by their terms
survive such acquisition for a specified period.

     SECTION 19 - WITHHOLDING. Company shall be entitled to withhold from
payment any amount of withholding required by law.

     SECTION 20 - SECTION HEADINGS AND CONSTRUCTION. The headings of sections in
this Agreement are provided for convenience only and will not effect its
construction or interpretation. All references to "Section" or "Sections" refer
to the corresponding section or sections of this Agreement unless otherwise
specified. All words used in this Agreement will be construed to be of such
gender or number as circumstances require.

     SECTION 21 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.


                                       18



     Intending to be legally bound hereby, the parties have executed this
Agreement on the dates set forth next to their names below.

                                                       COMPANY

                                               METALDYNE CORPORATION


December 12, 2001                   By: /s/ Timothy D. Leuliette
- -------------------------               ----------------------------------
          Date

                                    Its: Chief Executive Officer
                                         ---------------------------------

                                                      EXECUTIVE
January 7, 2002                         /s/ George Thanopoulos
- -------------------------               ----------------------------------
          Date
                                               ----------------------


                                       19



                                         

EX-10.24

EXHIBIT 10.24 - RELEASE AGREEMENT BETWEEN METALDYNE CORPORATION AND GEORGE
THANAPOULOS

                                    AGREEMENT

     THIS RELEASE AGREEMENT ("Agreement") is made as of this 10th day of August
2004, between GEORGE P. THANOPOULOS ("Executive") and METALDYNE CORPORATION
("Employer").

                                  INTRODUCTION

I.   Executive's last day of work will be August 17, 2004 (the "Termination
     Date").

II.  Employer is not obligated to pay Executive any compensation, benefits or
     other consideration after the Termination Date except as specifically set
     forth in Paragraph 1.

III. Executive has had the opportunity to review this Agreement and is
     encouraged to consult with legal counsel prior to executing this Agreement
     to ascertain whether Executive has any potential rights or remedies, which
     are being waived and released by Executive's execution of this Agreement.

IV.  Executive and Employer, without any admission of liability, desire to
     settle with finality, compromise, dispose of, and release all claims,
     demands and causes of action Executive has asserted or which Executive
     could assert against Employer, whether arising out of the Executive's
     Employment Agreement with Employer, dated October 1, 2001 ("Employment
     Agreement"); any agreement with a predecessor to Employer; the termination
     of the Employment Agreement; the employment relationship; the termination
     of the employment relationship; or any condition or benefit of employment
     or otherwise. This Agreement is not and shall not be construed as an
     admission by Employer of any liability, an admission against interest or
     any violation of Employer's policies or procedures.

                                    AGREEMENT

     Employer and Executive agree as follows:

     1.   SEVERANCE PACKAGE. As consideration for this Agreement, Employer
          agrees to provide Executive the Severance Package set forth in this
          Paragraph 1. The payments and benefits provided under this Paragraph 1
          are made in lieu of any further payments or benefits to Executive
          under the Employment Agreement, and Executive acknowledges that the
          payments and benefits provided under this Paragraph 1 exceed the
          amounts that would otherwise be owing to him under the Employment
          Agreement:



          a.   Base salary continuation for a period of twenty-four (24) months
               in the gross amount of $900,000.00. Payment to Executive will be
               made in equal, bi-weekly installments, minus applicable
               withholding and payroll taxes. The gross amount per pay period
               will be $900,000.00 divided by the number of pay periods in the
               twenty-four (24) month period.

          b.   A gross bonus equal to two hundred percent (200%) of the target
               bonus opportunity under the Annual Value Creation Plan (AVCP),
               payable in equal installments over the twenty-four (24) month
               period under the same payment provisions described in 1(a) above.
               Executive's gross bonus amount for this purpose is $540,000.00.
               The gross amount per pay period will be $540,000.00 divided by
               the number of pay periods in the twenty-four (24) month period.
               In addition, a pro rata bonus for 2004 through the Termination
               Date calculated at one hundred percent (100%) of the bonus
               opportunity for target performance under the AVCP. Executive's
               gross bonus amount for this purpose is $166,153.84, subject to
               all applicable withholdings described above, paid as a single sum
               within ten (10) days of the signing of this Agreement.

          c.   Continuation of benefits under any group medical, dental, and
               life insurance benefits substantially similar to those which
               Executive was receiving immediately prior to termination of
               employment until the earlier of:

                    1.   the end of the twenty-four (24) month period following
                         the Termination Date, or

                    2.   the date on which Executive becomes eligible to receive
                         any benefits under any plan or program of any other
                         employer.

               Employer will pay the employer-portion of the medical, dental,
               and life insurance coverage. Executive will be required to pay
               the Executive-portion of the medical, dental, and life insurance
               premiums. The Executive-portion of the premiums will be billed to
               the Executive on a monthly basis. Health care continuation will
               be applied against the COBRA notification period. If Employer is
               not able to provide coverage under the existing plans, Executive
               will be paid cash in the amount of the Employer's portion of the
               premium cost.


                                        2



          d.   The effect of this termination on any stock option grants is not
               addressed by this Agreement and is subject to the plan documents
               governing such grants.

          e.   Employer shall pay for outplacement services for Executive with a
               provider selected by Employer. Employer shall make direct
               periodic payments for such services to the provider, as needed,
               provided that such payments shall not in the aggregate exceed
               Twenty-Thousand Dollars ($20,000).

          f.   Executive shall continue to participate in the Metaldyne
               Executive Car Program for a period of six (6) months from the
               Termination Date in accordance with the terms of that program.

          g.   Executive shall continue to participate in the Metaldyne
               Executive Flex Allowance Plan for the remainder of the 2004
               "benefit year", which would cover eligible expenses through
               October 31, 2004.

               Executive agrees that he is exclusively liable for the payment of
          any federal, state, city or other taxes that may be due as a result of
          any severance benefits received by Executive as provided in this
          Agreement. Executive further agrees to indemnify and hold Employer
          harmless from any payment of taxes or penalties, if any, that may be
          required of Executive as a result of any severance benefits received
          by Executive pursuant to this Agreement.

     2.   TERMINATION OF BENEFITS. Notwithstanding benefits outlined in
          Paragraph 1 above, Executive shall cease to be an active participant
          under Employer's retirement and other benefit plans pursuant to the
          terms of those plans, and no additional benefits shall accrue to
          Executive after the Termination Date.

     3.   NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY; RELEASE
          CONSIDERATION. Executive acknowledges that he remains subject to the
          restrictive covenants and remedies contained in Sections 13 and 14 of
          the Employment Agreement, which covenants and remedies, including the
          Employer's right to cause a forfeiture of further payments or benefits
          under the Severance Package of Paragraph 1 and demand repayment of any
          payments or benefits, are incorporated herein by reference and which
          by their terms survive the termination of Executive's employment and
          the Employment Agreement. Employer acknowledges that, by signing this
          Agreement, Executive has satisfied the requirement of Section 13(f) of
          the Employment Agreement, and Executive acknowledges that this
          Agreement provides additional and sufficient consideration for the
          release contained herein.


                                       3



     4.   RETURN OF PROPERTY. Executive agrees to immediately return all
          Employer property (and any copies of such property) of whatsoever kind
          and character, including, without limitation, keys, credit cards,
          documents, computers, computer software, discs and media, policy and
          procedures manuals and all other tangible or intangible property of
          Employer.

     5.   NO DISPARAGEMENT. Executive agrees not to criticize, disparage or
          otherwise demean in any way Employer or its respective affiliates,
          officers, directors, Executives or Employer's products. Likewise, the
          Employer agrees not to criticize, disparage or otherwise demean the
          Executive.

     6.   RELEASE. Executive, for himself, and his heirs, executors,
          administrators, successors and assigns, hereby releases and forever
          discharges Employer, its affiliates, subsidiaries and respective
          officers, directors, agents, representatives, shareholders, employees
          (current and former), employee benefit plans, successors,
          predecessors, assigns, and any and all other persons, firms,
          corporations and other legal entities associated with Employer
          (collectively referred to as the "Released Parties"), of and from any
          and all claims, demands, actions, causes of action, debts, damages,
          expenses, suits, contracts, agreements, costs and liabilities of any
          kind, nature or description, whether direct or indirect, known or
          unknown, in law or in equity, in contract, tort or otherwise, which
          Executive ever had, now has or may have against any of the Released
          Parties as of the date of execution of this Agreement, whether known
          or unknown, suspected or unsuspected, or which may be based upon
          pre-existing acts, claims or events occurring at any time up to the
          present date including, but not limited to, claims arising under the
          Employment Agreement, Title VII of the Civil Rights Act of 1964 or
          state civil rights statutes, claims arising under the Age
          Discrimination in Employment Act of 1967 ("ADEA"), as amended by the
          Older Workers Benefit Protection Act ("OWBPA"), claims arising under
          the Americans with Disabilities Act ("ADA"), the Family and Medical
          Leave Act ("FMLA"), the Fair Labor Standards Act ("FLSA"), the
          National Labor Relations Act ("NLRA"), the Employee Retirement Income
          Security Act ("ERISA"), claims for breach of express or implied
          contract, breach of promise, promissory estoppel, loss of income, back
          pay, reinstatement, front pay, impairment of earning capacity,
          wrongful termination, discrimination, damage to reputation, fraud,
          violation of public policy, retaliation, negligent or intentional
          infliction of mental or emotional distress, intentional tort or any
          other federal, state or local common law or statutory claims, and all
          other claims and rights, whether in law or equity. It is the intention
          of the parties that this paragraph will be construed as broadly as
          possible; however, this paragraph does not include claims arising
          under state workers' compensation laws, state unemployment laws and
          any claims that arise after the signing of this Agreement. This
          paragraph also does not affect


                                       4



          Executive's right to file a charge or otherwise participate in an EEOC
          proceeding insofar as it is required by current EEOC regulations.
          Executive understands that Employer will assert this Agreement as an
          affirmative defense against any claim asserted by Executive in any
          forum.

     7.   NON-DISCLOSURE. Executive shall not disclose the fact of this
          Agreement or any of its terms to any third parties other than
          Executive's spouse, tax advisors, accountants and attorneys or as
          otherwise required by law. Executive agrees that any violation of this
          non-disclosure paragraph will result in substantial and irreparable
          injury to Employer.

     8.   REFERENCES. In the event that Executive seeks a reference for
          employment purposes, Executive agrees to direct inquiries to
          Metaldyne's Human Resources Department. References to be provided by
          Employer regarding Executive shall be limited to dates of employment,
          positions held and compensation. Those making such inquiries will be
          advised that it is the general policy of Employer to provide only such
          neutral references in response to employment inquiries.

     9.   CONSIDERATION TIME AND REVOCATION PERIOD. Consistent with the ADEA,
          this Agreement was first given to Executive on August 10, 2004.
          Executive has twenty-one (21) calendar days during which to review and
          consider this offer. Executive is not required to, but may accept this
          Agreement by signing and returning the Agreement at any time prior to
          August 31, 2004. In the event Executive signs and returns the
          Agreement before that time, Executive certifies, by such execution,
          that he knowingly and voluntarily waives the right to the full
          twenty-one (21) days, for reasons personal to Executive, with no
          pressure by Employer to do so. Employer and Executive further agree
          that any changes, whether material or immaterial, to this Agreement do
          not restart the running of the twenty-one (21) day consideration
          period.

     Executive understands that he may revoke this Agreement for a period of
seven (7) calendar days following his execution of the Agreement. Executive
understands that any revocation, in order to be effective, must be: (1) in
writing and either postmarked within seven (7) days of the Executive's execution
of the Agreement and addressed to General Counsel, Metaldyne Corporation, 47603
Halyard Drive, Plymouth, MI 48170-2429, or (2) hand-delivered within seven (7)
days of Executive's execution of the Agreement to Metaldyne's General Counsel at
the address listed above. If revocation is by mail, certified mail, return
receipt requested is required to show proof of mailing.

     10.  NO PAYMENT. No payments or benefits under this Agreement shall be made
          to Executive until after the seven (7) day revocation period has
          expired. If Executive does not revoke this Agreement within the seven
          (7) day revocation period, then this Agreement shall become fully and
          finally effective and the payments and benefits provided by the terms
          of Paragraph 1 will be made to Executive.


                                       5



     11.  COMPLETE AGREEMENT. In executing this Agreement, Executive is doing so
          knowingly and voluntarily and agrees that he has not relied upon any
          oral statements by Employer or its representatives, and that this
          Agreement, when signed by both parties, supersedes any and all prior
          written agreements between the parties regarding the terms of
          Executive's employment or the termination of such employment,
          including, without limitation, the Employment Agreement (except to the
          extent that provisions of the Employment Agreement are specifically
          incorporated into this Agreement).

     12.  SEVERABILITY. Should any provision of this Agreement be declared or
          determined by any court to be illegal or invalid, the remaining parts,
          terms or provisions shall not be affected thereby, and said illegal or
          invalid part, term or provision shall be deemed not to be a part of
          this Agreement.

     13.  CHOICE OF LAW. This Agreement shall be deemed to be made and entered
          into in the State of Michigan and shall in all respects be
          interpreted, enforced and governed under the laws of the State of
          Michigan and the United States.

EXECUTIVE REPRESENTS THAT HE FULLY UNDERSTANDS THE TERMS OF THIS AGREEMENT AND
EXECUTES IT KNOWINGLY AND VOLUNTARILY; THAT NO PROMISE, INDUCEMENT OR AGREEMENT
HAS BEEN MADE TO HIM OTHER THAN THOSE SPECIFICALLY SET FORTH IN THIS AGREEMENT;
THAT THIS AGREEMENT, INCLUDING THE COVENANTS INCORPORATED BY REFERENCE, CONTAINS
THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE MODIFIED EXCEPT BY A
SUBSEQUENT WRITTEN AGREEMENT, EXECUTED BY BOTH PARTIES, WHICH SPECIFICALLY
EVIDENCES AN INTENT TO MODIFY THIS AGREEMENT; AND THAT EXECUTIVE HAS BEEN
ADVISED TO CONSULT WITH LEGAL COUNSEL PRIOR TO EXECUTING THIS AGREEMENT.

WITNESSED:


/S/ JANICE K. MCADAMS                    /S/ GEORGE P. THANOPOULOS
- --------------------------------------   ---------------------------------------
                                         GEORGE P. THANOPOULOS
AUGUST 23, 2004
DATE OF WITNESS' SIGNATURE               AUGUST 23, 2004
                                         DATE OF EXECUTIVE'S SIGNATURE

                                         METALDYNE CORPORATION
                                               (EMPLOYER)


                            BY: /S/ TIMOTHY D. LEULIETTE
                                ----------------------------------------

                            ITS: CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER


                                       6

EX-10.25

EXHIBIT 10.25 - CHANGE OF CONTROL AGREEMENT, DATED AUGUST 11, 2004, BETWEEN
METALDYNE CORPORATION AND THOMAS CHAMBERS.

                           CHANGE OF CONTROL AGREEMENT

     This Agreement is made by and between Metaldyne Corporation, a Delaware
Corporation ("Company") and THOMAS CHAMBERS (hereinafter "Executive") AUGUST 11,
2004 effective ("Effective Date").

     Company considers the maintenance of a sound and vital management to be
essential to protecting and enhancing the best interests of Company and its
shareholders. Company recognizes that any possibility of a Change of Control is
unsettling to executives of Company and may result in the departure or
distraction of management personnel to the detriment of Company and its
shareholders. The Board of Directors of Company have previously determined that
it is in the best interests of Company and its shareholders for Company to
minimize these concerns by entering into an agreement which would provide
Executive severance benefits in the event employment with Company terminates
under certain circumstances.

     These arrangements are being made to help assure a continuing focus by
executives on Company performance. In particular, the Board believes it
important, if Company receives proposals from third parties with respect to its
future, to enable executives, without being influenced by the uncertainties of
their own situations, to assess and advise the Board whether such proposals
would be in the best interests of Company and its shareholders and to take such
other action regarding such proposals as the Board might determine to be
appropriate. The Board also wishes to demonstrate to executives of Company that
Company is concerned with the welfare of its executives and intends to see that
loyal executives are treated fairly.

     In view of the foregoing, in order to induce Executive to remain in the
employ of Company and to prevent unfair competition following employment,
Company and Executive agree to a Change of Control Agreement as follows:

     SECTION 1 - TERMINATION BENEFITS. In the event Executive's employment with
Company terminates during the term of this Agreement by reason of a Qualifying
Termination (as defined below) within three (3) years after a Change of Control
of Company (as defined below), Company shall provide Executive the following
termination benefits:

     (a)  A single sum payment equal to THREE HUNDRED PERCENT (300%) of
          Executive's annual Base Salary rate in effect on the date of
          termination, subject to all applicable federal, state and local
          withholding and reporting requirements. This single sum payment shall
          be made within ten (10) days of termination of employment; plus

     (b)  A bonus equal to THREE HUNDRED PERCENT (300%) of the target bonus
          opportunity under the Annual Value Creation Plan ("AVCP"). In
          addition, Executive shall



          receive the bonus for the most recently completed bonus term if a
          bonus has been declared for such term but not paid, and a pro rata
          bonus for the year of termination through the date of termination
          calculated at one hundred percent (100%) of the bonus opportunity for
          target performance for that term, multiplied by a fraction the
          numerator of which is the number of days that Executive was employed
          during such bonus term and the denominator of which is 365. The
          prorated bonus for the final year shall be paid as a single sum within
          ten (10) days of termination of employment. Any unpaid bonus shall be
          paid in accordance with customary practices for payment of bonuses
          under the AVCP; plus

     (c)  Continuation of benefits under any life, group medical, and dental
          insurance benefits substantially similar to those which Executive was
          receiving immediately prior to termination of employment until the
          earlier of:

               (1)  the end of the THIRTY-SIX (36) month period following
                    Executive's termination of employment, or

               (2)  the date on which Executive becomes eligible to receive any
                    benefits under any plan or program of any other employer.

          The continuing coverage provided under this Section 1(c) is subject to
          Executive's eligibility to participate in such plans and all other
          terms and conditions of such plans, including, without limitation, any
          employee contribution requirements and Company's ability to modify or
          terminate such plans or coverages. Company may satisfy this obligation
          in whole or in part by paying the premium otherwise payable by
          Executive for continuing coverage under Section 601 et seq. of the
          Employee Retirement Income Security Act of 1974, as it may be amended
          or replaced from time to time. If Executive is not eligible for
          continued coverage under an employer-provided benefit plan noted in
          this paragraph (c) that he was participating in during his employment,
          Company shall pay Executive the cash equivalent of the insurance cost
          for the duration of the applicable period at the rate of the Company's
          cost of coverage for Executive's benefits as of the date of
          termination. Any obligation to pay the cash equivalent of such cost
          under this item may be settled, at Company's discretion, by a lump-sum
          payment of any remaining premiums.

     SECTION 2 - NON-COMPETITION; NON-SOLICITATION; CONFIDENTIALITY.

     (a)  Executive acknowledges and recognizes the highly competitive nature of
          the business of Company and accordingly agrees that, in consideration
          of this Agreement, the rights conferred hereunder, and any payment
          hereunder, during his employment with Company and for the TWENTY-FOUR
          (24) month period following the termination of Executive's employment
          with Company, for any reason ("Non-Compete Term"), Executive shall not
          engage, either directly or indirectly, as a principal for Executive's
          own account or jointly with others, as a stockholder in any
          corporation or joint stock association, or as a partner or member of a
          general or limited liability entity, or as an employee, officer,


                                        2



          director, agent, consultant, or in any other advisory capacity in any
          business other than Company or its subsidiaries which designs,
          develops, manufacturers, distributes, sells or markets the type of
          products or services sold, distributed or provided by Company or its
          subsidiaries during the two (2) year period prior to the date of
          termination (the "Business"); provided that nothing herein shall
          prevent Executive from owning, directly or indirectly, not more than
          five percent (5%) of the outstanding shares of, or any other equity
          interest in, any entity engaged in the Business and listed or traded
          on a national securities exchanges or in an over-the-counter
          securities market.

     (b)  During the Non-Compete Term, Executive shall not (1) directly or
          indirectly employ or solicit, or receive or accept the performance of
          services by, any active employee of Company or any of its subsidiaries
          who is employed primarily in connection with the Business, except in
          connection with general, non-targeted recruitment efforts such as
          advertisements and job listings, or directly or indirectly induce any
          employee of Company to leave Company, or assist in any of the
          foregoing, or (2) solicit for business (relating to the Business) any
          person who is a customer or former customer of Company or any of its
          subsidiaries, unless such person shall have ceased to have been such a
          customer for a period of at least six (6) months.

     (c)  Executive shall not at any time (whether during or after his
          employment with Company) disclose or use for Executive's own benefit
          or purposes or the benefit or purposes of any other person, firm,
          partnership, joint venture, association, corporation or other business
          organization, entity or enterprise other than Company and any of its
          subsidiaries, any trade secrets, information, data, or other
          confidential information of the Company, including but not limited to,
          information relating to customers, development programs, costs,
          marketing, trading, investment, sales activities, promotion, credit
          and financial data, financing methods, plans or the business and
          affairs of Company generally, or of any subsidiary of Company, unless
          required to do so by applicable law or court order, subpoena or decree
          or otherwise required by law, with reasonable evidence of such
          determination promptly provided to Company. The preceding sentence of
          this paragraph (c) shall not apply to information which is not unique
          to Company or which is generally known to the industry or the public
          other than as a result of Executive's breach of this covenant.
          Executive agrees that upon termination of employment with Company for
          any reason, Executive will return to Company immediately all
          memoranda, books, papers, plans, information, letters and other data,
          and all copies thereof or therefrom, in any way relating to the
          business of Company and its subsidiaries, except that Executive may
          retain personal notes, notebooks and diaries. Executive further agrees
          that Executive will not retain or use for Executive's account at any
          time any trade names, trademark or other proprietary business
          designation used or owned in connection with the business of Company
          or its subsidiaries.


                                        3



     (d)  It is expressly understood and agreed that although Executive and
          Company consider the restrictions contained in this Section 2 to be
          reasonable, if a final judicial determination is made by a court of
          competent jurisdiction that the time or territory or any other
          restriction contained in this Agreement is an unenforceable
          restriction against Executive, the provisions of this Agreement shall
          not be rendered void but shall be deemed amended to apply as to such
          maximum time and territory and to such maximum extent as such court
          may judicially determine or indicate to be enforceable. Alternatively,
          if any tribunal of competent jurisdiction finds that any restriction
          contained in this Agreement is unenforceable, and such restriction
          cannot be amended so as to make it enforceable, such finding shall not
          affect the enforceability of any of the other restrictions contained
          herein.

     (e)  As a condition to the receipt of any benefits described in this
          Agreement, Executive shall be required to execute an agreement
          pursuant to which Executive releases any claims he may have against
          Company and agrees to the continuing enforceability of the restrictive
          covenants of this Agreement.

     (f)  This Section 2 will survive the termination of this Agreement.

     SECTION 3 - CHANGE OF CONTROL DEFINED. For purposes of this Agreement, a
"Change of Control" means the first of the following events to occur following
the date hereof:

     (a)  The sale, lease, or transfer in one or a series of related
          transactions (1) of eighty percent (80%) or more of the consolidated
          assets of Company and its subsidiaries or (2) of seventy-five percent
          (75%) or more of Capital Stock of Company held by the Heartland
          Entities as of November 28, 2000 (appropriately adjusted for stock
          splits, combinations, subdivisions, stock dividends and similar
          events) to any Person or group of persons other than an affiliate of
          the Heartland Entities, whether directly or indirectly or by way of
          any merger, consolidation or other business combination or purchase of
          beneficial ownership or otherwise. The term "group of persons" shall
          have the meaning of the term "person" set forth in Sections 13(d) and
          14(d) of the Securities Exchange Act of 1934 ("1934 Act") or any
          similar successor provision, and the rules, regulations and
          interpretations promulgated thereunder. The term "beneficial
          ownership" shall have the meaning defined under Rule 13d-3 under the
          1934 Act or any similar successor rules, regulations and
          interpretations promulgated thereunder.

     (b)  The date on which the individuals who constitute Company's Board of
          Directors on the date of this agreement, and any new Directors who are
          hereafter designated by the Heartland Entities cease, for any reason,
          to constitute at least a majority of the members of the Board.

     Except as otherwise indicated herein, the definition of each capitalized
     term in this Section 3 is set forth below:


                                        4



     "Capital Stock" means, with respect to any person, any and all shares,
     interests, participations, rights in or other equivalents (however
     designated) of such person's capital stock, and any rights (other than debt
     securities convertible into capital stock), warrants or options
     exchangeable for or convertible into such capital stock.

     "Heartland Entities" means Heartland Industrial Partners, L.P., Heartland
     Industrial Partners (FF), L.P., Heartland Industrial Partners (E1), L.P.,
     Heartland Industrial Partners (K1), L.P., Heartland Industrial Partners
     (C1), L.P. or any controlled affiliate of any of these entities.

     SECTION 4 - QUALIFYING TERMINATION DEFINED.

     (a)  Qualifying Termination. For purposes of this Agreement, the term
          "Qualifying Termination" means a termination of Executive's employment
          with Company for any reason other than:

               (1)  death;

               (2)  Disability, as defined herein;

               (3)  Cause, as defined herein;

               (4)  a termination by Executive without Good Reason, as defined
                    herein.

     (b)  Disability. For purposes of this Agreement, "Disability" shall be
          defined by the terms of any long-term disability policy provided by
          Company to Executive, or, in the absence of such policy, as a physical
          or mental disability that prevents Executive from performing
          substantially all of his duties as an employee and which is expected
          to be permanent. A medical doctor selected by Company shall determine
          any commencement date and expected duration of any physical or mental
          condition that prevents Executive from performing his duties as an
          employee.

     (c)  Cause. For purposes of this Agreement, "Cause" shall be limited to:

               (1)  Executive's conviction of or plea of guilty or nolo
                    contendere to a crime constituting a felony under the laws
                    of the United States or any state thereof or any other
                    jurisdiction in which Company conducts business;

               (2)  Executive's willful misconduct in the performance of his
                    duties to Company;

               (3)  Executive's willful and continued failure to follow the
                    instructions of Company's Board, CEO, or other superior; or


                                        5



               (4)  Executive's willful and/or continued neglect of duties
                    (other than any such neglect resulting from incapacity of
                    Executive due to physical or mental illness);

          provided, however, that Cause shall arise under items (3) or (4) only
          following ten (10) days written notice thereof from Company which
          specifically identifies such failure or neglect and the continuance of
          such failure or neglect during such notice period. Any failure by
          Company to notify Executive after the first occurrence of an event
          constituting Cause shall not preclude any subsequent occurrences of
          such event (or a similar event) from constituting Cause.

     (d)  Good Reason. For purposes of this Agreement, "Good Reason" shall be a
          termination by Executive following the occurrence of any of the
          following events unless Company has cured as provided below:

               (1)  A material and permanent diminution in Executive's duties or
                    responsibilities;

               (2)  A material reduction in the aggregate value of Base Salary
                    and bonus opportunity; or

               (3)  A permanent reassignment of Executive to another primary
                    office, or a relocation of the Company office that is
                    Executive's primary office, unless Executive's primary
                    office following such reassignment or relocation is within
                    thirty-five (35) miles of Executive's primary office before
                    the reassignment or relocation or Executive's permanent
                    residence on the date of the reassignment or relocation.

          Executive must notify Company of any event constituting Good Reason
          within one hundred twenty (120) days after Executive becomes aware of
          such event or such event shall not constitute Good Reason for purposes
          of this Agreement provided that Company shall have fifteen (15) days
          from the date of such notice to cure the Good Reason event. Executive
          cannot terminate his employment for Good Reason if Cause exists at the
          time of such termination. A termination by Executive following cure
          shall not be a termination for Good Reason. A failure of Executive to
          notify Company after the first occurrence of an event constituting
          Good Reason shall not preclude any subsequent occurrences of such
          event (or similar event) from constituting Good Reason.

     (e) Employment by Successors. For purposes of this Agreement, employment by
     a successor of Company, or a successor of any subsidiary of Company, that
     has assumed this Agreement pursuant to Section 10 shall be considered to be
     employment by Company. As a result, if Executive is employed by such a
     successor following a Change of Control, Executive shall not be entitled to
     receive the benefits provided by Section 1 unless Executive's employment
     with the successor is subsequently terminated in a Qualifying Termination.


                                        6



     (f) Payments Not Compensation. Any participation by Executive in, and any
     terminating distributions and vested rights under, Company-sponsored
     retirement or savings plans, regardless of whether such plans are qualified
     or nonqualified for tax purposes, shall be governed by the terms of those
     respective plans. For purposes of determining benefits and the amounts to
     be paid to Executive under such plans, any salary continuation or severance
     benefits other than salary or bonus accrued before termination shall not be
     compensation for purposes of accruing additional benefits under such plans.

     SECTION 5 - CAP ON PAYMENTS.

     (a)  General Rules. The Internal Revenue Code (the "Code") may place
          significant tax burdens on Executive and Company if the total payments
          made to Executive due to a Change of Control exceed prescribed limits.
          For example, if Executive's "Base Period Income" (as defined below) is
          $100,000, Executive's limit or "Cap" is $299,999. If Executive's
          "Total Payments" exceed the Cap by even $1.00, Executive is subject to
          an excise tax under Section 4999 of the Code of 20% of all amounts
          paid to Executive in excess of $100,000. In other words, if
          Executive's Cap is $299,999, Executive will not be subject to an
          excise tax if Executive receives exactly $299,999. If Executive
          receives $300,000, Executive will be subject to an excise tax of
          $40,000 (20% of $200,000). In order to avoid this excise tax and the
          related adverse tax consequences for Company, by signing this
          Agreement, Executive will be agreeing that, subject to the exception
          noted below, the present value of Executive's Total Payments will not
          exceed an amount equal to Executive's Cap.

     (b)  Special Definitions. For purposes of this Section, the following
          specialized terms will have the following meanings:

               (1)  "Base Period Income". "Base Period Income" is an amount
                    equal to Executive's "annualized includable compensation"
                    for the "base period" as defined in Sections 280G(d)(1) and
                    (2) of the Code and the regulations adopted thereunder.
                    Generally, Executive's "annualized includable compensation"
                    is the average of Executive's annual taxable income from
                    Company for the "base period," which is the five calendar
                    years prior to the year in which the Change of Control
                    occurs. These concepts are complicated and technical and all
                    of the rules set forth in the applicable regulations apply
                    for purposes of this Agreement.

               (2)  "Cap" or "280G Cap". "Cap" or "280G Cap" shall mean an
                    amount equal to 2.99 times Executive's "Base Period Income."
                    This is the maximum amount which Executive may receive
                    without becoming subject to the excise tax imposed by
                    Section 4999 of the Code or which Company may pay without
                    loss of deduction under Section 280G of the Code.


                                        7



               (3)  "Total Payments". The "Total Payments" include any "payments
                    in the nature of compensation" (as defined in Section 280G
                    of the Code and the regulations adopted thereunder), made
                    pursuant to this Agreement or otherwise, to or for
                    Executive's benefit, the receipt of which is contingent on a
                    Change of Control and to which Section 280G of the Code
                    applies.

     (c)  Calculating the Cap and Adjusting Payments. If Company believes that
          these rules will result in a reduction of the payments to which
          Executive is entitled under this Agreement, it will so notify
          Executive as soon as possible. Company will then, at its expense,
          retain a "Consultant" (which shall be a law firm, a certified public
          accounting firm, and/or a firm of recognized executive compensation
          consultants) to provide an opinion or opinions concerning whether
          Executive's Total Payments exceed the limit discussed above. Company
          will select the Consultant. At a minimum, the opinions required by
          this Section must set forth the amount of Executive's Base Period
          Income, the present value of the Total Payments and the amount and
          present value of any excess parachute payments. If the opinions state
          that there would be an excess parachute payment, Executive's payments
          under this Agreement will be reduced to the extent necessary to
          eliminate the excess. Executive will be allowed to choose the payment
          that should be reduced or eliminated, but the payment Executive
          chooses to reduce or eliminate must be a payment determined by such
          Consultant to be includable in Total Payments. Executive's decision
          shall be in writing and delivered to Company within thirty (30) days
          of Executive's receipt of such opinions. If Executive fails to so
          notify Company, Company will decide which payments to reduce or
          eliminate. If the Consultant selected to provide the opinions referred
          to above so requests in connection with the opinion required by this
          Section, a firm of recognized executive compensation consultants
          selected by Company shall provide an opinion, upon which such
          Consultant may rely, as to the reasonableness of any item of
          compensation as reasonable compensation for services rendered before
          or after the Change of Control. If Company believes that Executive's
          Total Payments will exceed the limitations of this Section, it will
          nonetheless make payments to Executive, at the times stated above, in
          the maximum amount that it believes may be paid without exceeding such
          limitations. The balance, if any, will then be paid after the opinions
          called for above have been received. If the amount paid to Executive
          by Company is ultimately determined, pursuant to the opinion referred
          to above or by the Internal Revenue Service, to have exceeded the
          limitation of this Section, the excess will be treated as a loan to
          Executive by Company and shall be repayable on the ninetieth (90th)
          day following demand by Company, together with interest at the lowest
          "applicable federal rate" provided in Section 1274(d) of the Code. If
          it is ultimately determined, pursuant to the opinion referred to above
          or by the Internal Revenue Service, that a greater payment should have
          been made to Executive, Company shall pay Executive the amount of the
          deficiency, together with interest thereon from the date such amount
          should have been paid to the date of such payment, at the rate set
          forth above, so that Executive will have received or be


                                        8



          entitled to receive the maximum amount to which Executive is entitled
          under this Agreement.

     (d)  Effect of Repeal. In the event that the provisions of Sections 280G
          and 4999 of the Code are repealed without succession, this Section
          shall be of no further force or effect.

     (e)  Exception. The Consultant selected pursuant to Section 5(c) will
          calculate Executive's "Uncapped Benefit" and Executive's "Capped
          Benefit." The limitations of Section 5(a) will not apply to Executive
          if Executive's Uncapped Benefit is at least one hundred five percent
          (105%) of Executive's Capped Benefit. For this purpose, Executive's
          "Uncapped Benefit" is the amount to which Executive will be entitled
          pursuant to Section 1, without regard to the limitations of Section
          5(a). Executive's "Capped Benefit" is the amount to which Executive
          would be entitled pursuant to Section 1, after the application of the
          limitations of Section 5(a).

     SECTION 6 - TAX GROSS-UP.

     (a)  Gross-Up Payment. If the Cap imposed by Section 5(a) does not apply to
          Executive because of the exception provided by Section 5(e), Company
          will provide Executive with a "Gross-Up Payment" if an excise tax is
          imposed on Executive pursuant to Section 4999 of the Code. Except as
          otherwise noted below, this Gross-Up Payment will consist of a single
          lump sum payment in an amount such that after payment by Executive of
          the "total presumed federal and state taxes" and the excise taxes
          imposed by Section 4999 of the Code on the Gross-Up Payment (and any
          interest or penalties actually imposed), Executive would retain an
          amount of the Gross-Up Payment equal to the remaining excise taxes
          imposed by Section 4999 of the Code on Executive's Total Payments
          (calculated before the Gross-Up Payment). For purposes of calculating
          Executive's Gross-Up Payment, Executive's actual federal and state
          income taxes will not be used. Instead, Company will use Executive's
          "total presumed federal and state taxes." For purposes of this
          Agreement, Executive's "total presumed federal and state taxes" shall
          be conclusively calculated using a combined tax rate equal to the sum
          of the maximum marginal federal and applicable state income tax rates.
          The state tax rate for Executive's principal place of residence will
          be used and no adjustments will be made for the deduction of state
          taxes on the federal return, any deduction of federal taxes on a state
          return, the loss of itemized deductions or exemptions, or for any
          other purpose.

     (b)  Calculations. All determinations concerning whether a Gross-Up Payment
          is required pursuant to Section 6(a) and the amount of any Gross-Up
          Payment (as well as any assumptions to be used in making such
          determinations) shall be made by the Consultant selected pursuant to
          Section 5(c). The Consultant shall provide Executive and Company with
          a written notice of the amount of the excise taxes that Executive is
          required to pay and the amount of the Gross-Up Payment. The


                                        9



          notice from the Consultant shall include any necessary calculations in
          support of its conclusions. All fees and expenses of the Consultant
          shall be paid by Company. Any Gross-Up Payment shall be made by
          Company within fifteen (15) days after the mailing of such notice. As
          a general rule, the Consultant's determination shall be binding on
          Executive and Company. The application of the excise tax rules of
          Section 4999, however, is complex and uncertain and, as a result, the
          Internal Revenue Service may disagree with the Consultant concerning
          the amount, if any, of the excise taxes that are due. If the Internal
          Revenue Service determines that excise taxes are due, or that the
          amount of the excise taxes that are due is greater than the amount
          determined by the Consultant, the Gross-Up Payment will be
          recalculated by the Consultant to reflect the actual excise taxes that
          Executive is required to pay (and any related interest and penalties).
          Any deficiency will then be paid to Executive by Company within
          fifteen (15) days of the receipt of the revised calculations from the
          Consultant. If the Internal Revenue Service determines that the amount
          of excise taxes that Executive paid exceeds the amount due, Executive
          shall return the excess to Company (along with any interest paid to
          Executive on the overpayment) immediately upon receipt from the
          Internal Revenue Service or other taxing authority. Company has the
          right to challenge any excise tax determinations made by the Internal
          Revenue Service. If Company agrees to indemnify Executive from any
          taxes, interest and penalties that may be imposed upon Executive
          (including any taxes, interest and penalties on the amounts paid
          pursuant to Company's indemnification agreement), Executive must
          cooperate fully with Company in connection with any such challenge.
          Company shall bear all costs associated with the challenge of any
          determination made by the Internal Revenue Service and Company shall
          control all such challenges. The additional Gross-Up Payments called
          for by the preceding paragraph shall not be made until Company has
          either exhausted its (or Executive's) rights to challenge the
          determination or indicated that it intends to concede or settle the
          excise tax determination. Executive must notify Company in writing of
          any claim or determination by the Internal Revenue Service that, if
          upheld, would result in the payment of excise taxes in amounts
          different from the amount initially specified by the Consultant. Such
          notice shall be given as soon as possible but in no event later than
          fifteen (15) days following Executive's receipt of notice of the
          Internal Revenue Service's position.

     SECTION 7 - TERM OF AGREEMENT.

     This Agreement is effective immediately and will continue in effect until
the date specified in a written amendment terminating this Agreement signed by
both parties, or the date on which Employee's employment with Company
terminates, provided, however, that this Agreement shall remain in effect for
three (3) years following a Change of Control that occurs during the three year
period preceding a Qualifying Termination.


                                       10



SECTION 8 - NOTICES. All notices or communications hereunder shall be in
writing, addressed as follows:

          To Company:       Metaldyne Corporation
                            47603 Halyard Drive
                            Plymouth, MI 48170-2429
                            ATTN: Chairman of the Board

          with a copy to:   R. Jeffrey Pollock, Esq.
                            McDonald, Hopkins, Burke &
                               Haber Co., L.P.A.
                            2100 Bank One Center
                            Cleveland, Ohio 44114

          To Executive:
                            ---------------------------

                            ---------------------------

                            ---------------------------

          with a copy to:
                            ---------------------------

                            ---------------------------

                            ---------------------------

                            ---------------------------

Any such notice or communication shall be delivered by hand or by courier or
sent certified or registered mail, return receipt requested, postage prepaid,
addressed as above (or to such other address as such party may designate in a
notice duly delivered as described above), and the third (3rd) business day
after the actual date of mailing shall constitute the time at which notice was
given.

     SECTION 9 - SEPARABILITY; LEGAL FEES. If any provision of this Agreement
shall be declared to be invalid or unenforceable, in whole or in part, such
invalidity or unenforceability shall not affect the remaining provisions hereof
which shall remain in full force and effect. In the event of a dispute by
Company, Executive or others as to the validity or enforceability of, or
liability under, any provision of this Agreement, Company shall reimburse
Executive for all reasonable legal fees and expenses incurred by him in
connection with such dispute if Executive substantially prevails in the dispute
and if Executive has not substantially prevailed in such dispute one-half (1/2)
the amount of all reasonable legal fees and expenses incurred by him in
connection with such dispute except to the extent Executive's position is found
by a tribunal or competent jurisdiction to have been frivolous.

     SECTION 10 - EMPLOYMENT BY SUCCESSOR. The Company will require any
successor (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company or any of its subsidiaries in a Change of Control to expressly assume
and agree to perform this Agreement in the same manner


                                       11



and to the same extent that the Company or any subsidiary would be required to
perform it if no such succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the effectiveness of any such
succession, or of the successor to acknowledge the assumption of this Agreement,
shall entitle Executive to payments in the same amount and on the same terms to
which Executive would have been entitled hereunder if he had terminated his
employment for Good Reason following a Change of Control, except that for
purposes of implementing the foregoing, the date on which any such succession
becomes effective shall be Executive's deemed termination date.

     SECTION 11 - AMENDMENT. This Agreement may only be amended by written
agreement of the parties hereto.

     SECTION 12 - REMEDIES. Executive acknowledges and agrees that Company's
remedies at law for a breach or threatened breach of any of the provisions of
Section 2 would be inadequate and, in recognition of this fact, Executive agrees
that, in the event of such a breach or threatened breach, in addition to any
remedies at law, Executive shall forfeit all payments otherwise due under this
Agreement and shall return any and all benefits paid under this Agreement.
Moreover, Company, without posting any bond, shall be entitled to seek equitable
relief in the form of specific performance, temporary restraining order,
temporary or permanent injunction or any other equitable remedy which may then
be available.

     SECTION 13- SURVIVORSHIP. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations. The
provisions of this Section 13 are in addition to the survivorship provisions of
any other section of this Agreement.

     SECTION 14 - GOVERNING LAW; REVENUE AND JURISDICTION. If any judicial or
administrative proceeding or claim relating to or pertaining to this Agreement
is initiated by either party hereto, such proceeding or claim shall and must be
filed in a state or federal court located in Wayne County, Michigan and such
proceeding or claim shall be governed by and construed under Michigan law,
without regard to conflict of law and principals.

     SECTION 15 - DISPUTE RESOLUTION. Any dispute related to or arising under
this Agreement shall be resolved in accordance with the Metaldyne Dispute
Resolution Policy in effect at the time such dispute arises. The Metaldyne
Dispute Resolution Policy in effect at the time of this Agreement is attached to
this Agreement.

     SECTION 16 - EFFECT ON PRIOR AGREEMENTS. This Agreement contains the entire
understanding between the parties hereto and supersedes in all respects any
prior or other agreement or understanding, both written and oral, between
Company, any affiliate of Company or any predecessor of Company or affiliate of
any predecessor of Company and Executive; provided, however, that this Agreement
does not supercede the MascoTech, Inc. Retention Plan or any change in control
agreements between Executive and Simpson Industries, Inc., Global Metal
Technologies, Inc. ("GMTI"), or MascoTech, Inc. that predates the Heartland
Industrial Partners' acquisition of Simpson Industries, Inc., GMTI, or
MascoTech, Inc. in the year 2000 or 2001 and which agreements by their terms
survive such acquisition for a specified period.


                                       12



     SECTION 17 - WITHHOLDING. Company shall be entitled to withhold from
payments any amount of withholding required by law.

     SECTION 18 - SECTION HEADINGS AND CONSTRUCTION. The headings of sections in
this Agreement are provided for convenience only and will not effect its
construction or interpretation. All references to "Section" or "Sections" refer
to the corresponding section or sections of this Agreement unless otherwise
specified. All words used in this Agreement will be construed to be of such
gender or number as circumstances require.

     SECTION 19 - COUNTERPARTS. This Agreement may be executed in one (1) or
more counterparts, each of which will be deemed to be an original copy of this
Agreement and all of which, when taken together, will be deemed to constitute
one and the same Agreement.

                                                    COMPANY

                                            METALDYNE CORPORATION


 August 30, 2004             By: /s/ Timothy D. Leuliette
- -------------------------       ------------------------------------------------
           Date

                            Its: Chairman, President and Chief Executive Officer


                                                   EXECUTIVE


     August 30, 2004                          /s/ Thomas Chambers
- -------------------------                     ----------------------------------
           Date


                                       13

EX-12.1

Exhibit 12.1

METALDYNE CORPORATION
Computation Of Ratio Of Earnings To Combined Fixed Charges And
Preferred Stock Dividends

				(In thousands)
				Year Ended December 28 2003				Year Ended December 29 2002				Year Ended December 31 2001				For the Period 11/28–12/31 2000
								(Restated)				(Restated)				(Restated)
EARNINGS (LOSS) BEFORE INCOME TAXES AND FIXED CHARGES:
Income (loss) from continuing operations before income taxes and cumulative effect of accounting change, net				$	(83,990	)		$	(69,090	)		$	(47,040	)		$	(42,820	)
(Deduct) add equity in undistributed (earnings) loss of less-than-fifty percent owned companies					20,700				1,410				8,930				1,000
Add interest on indebtedness, net					75,510				91,000				148,160				14,440
Add amortization of debt expense					2,480				4,770				11,620				550
Estimated interest factor for rentals					12,930				12,460				9,730				310
Earnings before income taxes and fixed charges				$	27,630			$	40,550			$	131,400			$	(26,520	)
FIXED CHARGES:
Interest on indebtedness, net				$	75,510			$	91,000			$	148,160			$	14,440
Amortization of debt expense					2,480				4,770				11,620				550
Estimated interest factor for rentals (d)					12,930				12,460				9,730				310
Total fixed charges					90,920				108,230				169,510				15,300
Preferred stock dividends (a)					10,320				13,090				6,430				620
Combined fixed charges and preferred stock dividends				$	101,240			$	121,320			$	175,940			$	15,920
Ratio of earnings to fixed charges					—	(b)			—	(b)			—	(b)			—	(b)
Ratio of earnings to combined fixed charges and preferred stock dividends					—	(c)			—	(c)			—	(c)			—	(c)

(a)	Based on the Company's effective tax rate, represents the amount of income before provision for income taxes required to meet the preferred stock dividend requirements of the Company and its 50% owned companies.

(b)	Results of operations for the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated) and the 34 days ended December 31, 2000 (as restated) are inadequate to cover fixed charges by $63,290, $67,680, $38,110 and $41,820, respectively

(c)	Results of operations for the years ended December 28, 2003, December 29, 2002 (as restated) and December 31, 2001 (as restated) and the 34 days ended December 31, 2000 (as restated) are inadequate to cover fixed charges and preferred stock dividends by $73,610, $80,770, $44,540 and $42,440, respectively.

(d)	Deemed to represent one-third of rental expense on operating leases.

EX-14.1

EXHIBIT 14.1 - CODE OF ETHICS

                             CODE OF ETHICS FOR THE
        CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, AND CONTROLLER
                            OF METALDYNE CORPORATION

     This Code of Ethics of Metaldyne Corporation ("Metaldyne") and its direct
and indirect wholly-owned subsidiaries (collectively, the "Company") applies to
its President and Chief Executive Officer, Chief Financial Officer, Controller,
and such other principal financial or accounting officers or persons performing
similar functions as may from time to time be identified by the Committee (as
defined herein) as subject hereto (the "Designated Officers"). The Designated
Officers occupy important roles in the corporate governance of the Company and
are vested with both the responsibility and authority to act in the best
interests of the Company and, to the extent otherwise required by applicable
law, its various constituencies, including shareholders, debtholders, customers,
employees and citizens of the communities in which the Company's business is
conducted. Accordingly, the purposes of this Code of Ethics are to deter
wrongdoing and to promote:

          o    honest and ethical conduct, including the ethical handling of
               actual or apparent conflicts of interest;

          o    full, fair, accurate, timely, and understandable disclosure;

          o    compliance with applicable governmental laws, rules and
               regulations;

          o    prompt internal reporting of violations of this Code of Ethics;
               and

          o    accountability for adherence to the Code of Ethics.

     In fulfilling the these purposes:

     1. The Designated Officers are expected to carry out their responsibilities
honestly and with integrity, exercising their reasonable good faith, independent
business judgment consistently with their fiduciary duties of care and loyalty
under applicable state law.

     2. The Designated Officers should avoid, to the extent reasonably possible,
situations in which their own interests conflict or may appear to conflict
directly or indirectly with the interests of the Company. In any case in which a
Designated Officer reasonably believes he may have an actual or apparent
conflict of interest, he should conduct himself consistently with applicable
state fiduciary duty obligations, including by promptly disclosing all relevant
details to the Audit Committee of the Board of Directors of Metaldyne (the
"Committee"). The Committee will investigate to the extent deemed reasonably
necessary and determine, with or without the assistance of a qualified
independent third party advisor or advisors, whether a material actual or
apparent conflict of interest between the Designated Officer's personal and
professional relationships exists, and if so, how the conflict should be
addressed consistently with applicable state fiduciary duty obligations and
other considerations deemed relevant by the Committee.

     3. The Designated Officers are responsible for assuring full, fair,
accurate, timely and understandable disclosure of relevant financial information
to shareholders and, to the extent otherwise required by applicable governmental
laws, rules and regulations, other constituencies. In particular, as set forth
more fully below, they are responsible for establishing controls and procedures
to help assure that



the Company's public filings comply with the Securities and Exchange Commission
("SEC") rules governing the disclosure of financial and other information, and
that Company press releases and other public communications are materially
accurate and timely. In fulfilling this responsibility, among other things, each
Designated Officer should, with or without the assistance of a qualified
independent third party advisor or advisors:

     (a)  help establish and maintain, through appropriate modifications as
          warranted, disclosure controls and procedures and internal disclosure
          controls and procedures reasonably designed to assure that material
          financial and other information is recorded, processed and transmitted
          to those responsible for preparing periodic reports and other public
          communications so that such reports and communications are materially
          accurate and timely;

     (b)  review each periodic report for material accuracy and completeness,
          based on the individual's knowledge, and to see that any financial
          statements and other financial information included in the report
          fairly presents in all material respects the financial condition,
          results of operations and cash flows of the Company as of and for the
          periods presented, before it is filed with the SEC;

     (c)  periodically help evaluate the Company's disclosure controls and
          procedures and internal controls and procedures, and disclose to the
          Committee and to the Company's independent auditors any material
          weaknesses in the Company's internal controls or significant
          deficiencies in the design or operation of the Company's internal
          controls and procedures which could adversely affect the Company's
          ability to record, process, summarize and report financial data, and
          any fraud involving an employee with a significant role in the
          Company's internal controls;

     (d)  otherwise comply in all material respects with other disclosure and
          financial accounting-related responsibilities imposed on such
          Designated Officer by applicable federal, state and foreign securities
          laws, as the same may be amended from time to time; and

     (e)  comply with other applicable governmental laws, rules and regulations,
          including but not limited to prohibitions on improperly influencing
          the conduct of an audit; retaliating against whistle-blowers;
          obstructing justice; knowingly executing or attempting to execute a
          scheme or artifice to defraud investors; other securities fraud; mail
          fraud; wire fraud; certifying materially false SEC reports; and
          conspiring to commit any of the above offenses, in each case as
          provided in the Sarbanes-Oxley Act of 2002 and preexisting federal
          criminal law.

     4. Each Designated Officer should promptly bring to the attention of the
Committee any known violation of this Code of Ethics. Any member of the Board or
any other officer or employee of the Company who has reason to believe that a
material violation of this Code of Ethics has occurred, is ongoing or is about
to occur should promptly report all relevant details to the Committee. Any such
report may be made anonymously in writing to any disinterested member of the
Committee, consistently with the Committee's procedures regarding the
submission, receipt, retention and treatment of complaints and concerns
regarding material accounting controls, accounting and audit matters as the same
may be amended from time to time. Notwithstanding anything else in this Code of
Ethics, whenever the Committee is authorized to take any action hereunder, it
shall do so by the affirmative majority vote of the disinterested members of the
Committee.


                                       -2-



     5. The Committee shall determine, with or without the assistance of
qualified independent third party advisor or advisors, appropriate actions to be
taken in the event of a violation of this Code of Ethics, and recommend such
actions to the full Board, which shall finally determine, by the affirmative
majority vote of its disinterested members, the appropriate actions to be taken.
Such actions shall be reasonably designed to deter wrongdoing and promote
accountability for adherence to this Code of Ethics, and shall include written
notice to the subject Designated Officer in reasonable detail as to the findings
of the Committee and Board. Such actions may include reprimand, censure,
affirmative obligations to take corrective or other actions, suspension with or
without pay or benefits, re-assignment, demotion or termination of employment,
reimbursement and/or forfeiture of salary or bonuses, disgorgement of profits
realized and/or any other actions determined to be necessary or appropriate
under all the circumstances. In determining what actions are appropriate in a
particular case, the Committee shall take into account all relevant information,
including but not necessarily limited to the nature and severity of the
violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the subject Designated Officer knew or should have known
the proper course of action, and whether or not he has committed other
violations of this Code of Ethics in the past.

     6. No express or implied waiver or amendment of this Code of Ethics shall
be effective without Committee and Board approval, and any such waiver or
amendment shall be disclosed as required by applicable law.


                                      -3-

EX-21.1

EXHIBIT 21.1 - SUBSIDIARIES OF METALDYNE CORPORATION

                              METALDYNE CORPORATION
                             (F/K/A MASCOTECH, INC.)
                            (A DELAWARE CORPORATION)
                                FIN # 38-2513957

(Updated on October 4, 2004)



- -------------------------------------------------------------------------------------
                                                                      JURISDICTION OF
                                                                       INCORPORATION
NAME                                                                       STATE
- ----                                                                  ---------------

MascoTech Saturn Holdings Inc.                                         Delaware
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NC-M Chassis Systems LLC                                               Delaware
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GLO S.p.A. (99%)                                                       Italy
- -------------------------------------------------------------------------------------
Metaldyne Company LLC                                                  Delaware
- -------------------------------------------------------------------------------------
ER Acquisition Corp.                                                   Delaware
- -------------------------------------------------------------------------------------
GMTI Holding Company                                                   Delaware
- -------------------------------------------------------------------------------------
   Metaldyne Light Metals Company, Inc.                                Delaware
- -------------------------------------------------------------------------------------
         Metaldyne Accura Tool & Mold, Inc.                            Delaware
- -------------------------------------------------------------------------------------
         Metaldyne DuPage Die Casting Corporation                      Illinois
- -------------------------------------------------------------------------------------
         Metaldyne Lester Precision Die Casting, Inc.                  Delaware
- -------------------------------------------------------------------------------------
Halyard Aviation Services, Inc.                                        Michigan
- -------------------------------------------------------------------------------------
Metaldyne Europe, Inc.                                                 Delaware
- -------------------------------------------------------------------------------------
   Metaldyne Engine Holdings S.L.                                      Spain
- -------------------------------------------------------------------------------------
         Metaldyne Engine Espana S.L.                                  Spain
- -------------------------------------------------------------------------------------
            Metaldyne Sintered Components Espana S.L.                  Spain
- -------------------------------------------------------------------------------------
            Metaldyne  International Spain SL                          Spain
- -------------------------------------------------------------------------------------
   MetaldyneLux S.a.r.l. (99.90%)                                      Luxembourg
- -------------------------------------------------------------------------------------
      MetaldyneLux Holding S.a.r.l.                                    Luxembourg
- -------------------------------------------------------------------------------------
         Metaldyne Europe S.a.r.l.                                     Luxembourg
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
            GLO S.p.A. (1%)                                            Italy
- -------------------------------------------------------------------------------------
            Holzer Limited                                             United Kingdom
- -------------------------------------------------------------------------------------
            Metaldyne GmbH                                             Germany
- -------------------------------------------------------------------------------------
               Metaldyne Grundstucks GbR                               Germany
- -------------------------------------------------------------------------------------
               Metaldyne Zell GmbH & Co. OHG (98%)                     Germany
- -------------------------------------------------------------------------------------
               Metaldyne Zell Verwaltungs GmbH                         Germany
- -------------------------------------------------------------------------------------
                  Metaldyne Zell GmbH & Co. OHG (2%)                   Germany
- -------------------------------------------------------------------------------------
               Metaldyne Oslavany, spol. s.r.o.                        Czech Republic
- -------------------------------------------------------------------------------------
               Metaldyne Nurnberg GmbH                                 Germany
- -------------------------------------------------------------------------------------
               Metaldyne International Finance, B.V.                   Netherlands
- -------------------------------------------------------------------------------------
                  Metaldyne International, B.V.                        Netherlands
- -------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------
                  Metaldyne International (UK) Ltd.                    United Kingdom
- -------------------------------------------------------------------------------------
                  Metaldyne International Deutschland GmbH             Germany
- -------------------------------------------------------------------------------------
                  Metaldyne International France SAS                   France
- -------------------------------------------------------------------------------------
Metaldyne International Sales, Inc.                                    Barbados
- -------------------------------------------------------------------------------------
Metaldyne Korea Limited                                                Korea
- -------------------------------------------------------------------------------------
Metaldyne Machining and Assembly Company, Inc.                         Michigan
- -------------------------------------------------------------------------------------
   Simpson Industries, Ltda                                            Brazil
- -------------------------------------------------------------------------------------
   Metaldyne Mexico, S.A. de C.V.                                      Mexico
- -------------------------------------------------------------------------------------
   Metaldyne Machining and Assembly Mfg. Co. (Canada), Ltd.            Canada
- -------------------------------------------------------------------------------------
   Stahl International, Inc.                                           Tennessee
- -------------------------------------------------------------------------------------
   Simpson Industries, Inc. (FSC)                                      Barbados
- -------------------------------------------------------------------------------------
   R.J. Simpson India Private Limited (51%)                            India
- -------------------------------------------------------------------------------------
   Simpson Sabind India Limited (51%)                                  India
- -------------------------------------------------------------------------------------
   Fukoku Simpson Korea Limited (17%)                                  Korea
- -------------------------------------------------------------------------------------


*Directly owned subsidiaries appear at the left hand margin, first tier and
second tier subsidiaries are indicated by single and double indentation,
respectively, and are listed under the names of their respective parent
companies. Unless otherwise indicated, all subsidiaries are wholly owned.
Certain companies may also use trade names or other assumed names in the conduct
of their business.


                                        1





- -------------------------------------------------------------------------------------
                                                                      JURISDICTION OF
                                                                       INCORPORATION
NAME                                                                       STATE
- ----                                                                  ---------------

- -------------------------------------------------------------------------------------
   Metaldyne U.S. Holding Co.                                          Michigan
- -------------------------------------------------------------------------------------
         Metaldyne International Holdings, B.V.                        Netherlands
- -------------------------------------------------------------------------------------
Metaldyne Precision Forming - Fort Wayne, Inc.                         Indiana
- -------------------------------------------------------------------------------------
Metaldyne Services, Inc.                                               Delaware
- -------------------------------------------------------------------------------------
Metaldyne Sintered Components of Indiana, Inc.                         Delaware
- -------------------------------------------------------------------------------------
Metaldyne Sintered Components, LLC                                     Delaware
- -------------------------------------------------------------------------------------
   Metaldyne Sintered Components Mexico, S. de R.L. de C.V.            Mexico
- -------------------------------------------------------------------------------------
   Metaldyne Sintered Components Holdings, S. de R.L. de C.V.          Mexico
- -------------------------------------------------------------------------------------
         Metaldyne Sintered Components Services, S. de R.L. de C.V.    Mexico
- -------------------------------------------------------------------------------------
Metaldyne Tubular Products, Inc.                                       Michigan
- -------------------------------------------------------------------------------------
MASG Disposition, Inc.                                                 Michigan
- -------------------------------------------------------------------------------------
MASX Energy Services Group, Inc.                                       Delaware
- -------------------------------------------------------------------------------------
MTSPC, Inc.                                                            Delaware
- -------------------------------------------------------------------------------------
NI Wheel, Incorporated                                                 Ontario
- -------------------------------------------------------------------------------------
Precision Headed Products, Inc.                                        Delaware
- -------------------------------------------------------------------------------------
Punchcraft Company                                                     Michigan
- -------------------------------------------------------------------------------------
TriMas Corporation (28%)                                               Delaware
- -------------------------------------------------------------------------------------
W. C. McCurdy Co.                                                      Michigan
- -------------------------------------------------------------------------------------
Windfall Products, Inc.                                                Pennsylvania
- -------------------------------------------------------------------------------------
   Windfall Specialty Powders, Inc.                                    Pennsylvania
- -------------------------------------------------------------------------------------
   Windfall do Brasil Ltda.                                            Brazil
- -------------------------------------------------------------------------------------
   Windfall Products International FSC, Inc.                           Barbados
- -------------------------------------------------------------------------------------


*Directly owned subsidiaries appear at the left hand margin, first tier and
second tier subsidiaries are indicated by single and double indentation,
respectively, and are listed under the names of their respective parent
companies. Unless otherwise indicated, all subsidiaries are wholly owned.
Certain companies may also use trade names or other assumed names in the conduct
of their business.


                                        2

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Registration Nos. 33-59222 and 33-55837), Form S-4 (Registration No. 333-99569) and Form S-8 (Registration Nos. 33-42230 and 333-64531) of Metaldyne Corporation of our report dated March 11, 2003, except as to the effect of the matters described in Notes 2 and 16, which are as of November 10, 2004, relating to the financial statements and financial statement schedule, which appears in this Form 10-K.

PricewaterhouseCoopers LLP

Detroit, Michigan
November 10, 2004

EX-23.2

Exhibit 23.2

Consent of Independent Registered Accounting Firm

The Board of Directors
Metaldyne Corportation:

We consent to the incorporation by reference in the Registration Statements on Form S-3 (Registration Nos 33-59222 and 33-55837), Form S-4 (Registration No. 333-99569) and Form S-8 (Registration Nos. 33-42230 and 333-64531) of Metaldyne Corportation of our report dated November 10, 2004 with respect to the consolidated balance sheets of Metaldyne Corporation as of December 28, 2003, and the related consolidated statements of operations, stockholders' equity and other comprehensive income, and cash flows, for the year then ended, and the related financial statement schedule, which report appears in the December 28, 2003, annual report on Form 10-K of Metaldyne Corporation.

(signed) KPMG LLP

Detroit, Michigan
November 10, 2004

EX-31.1

Exhibit 31.1

CERTIFICATION OF TIMOTHY D. LEULIETTE
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
FORM 10-K FOR THE YEAR ENDED DECEMBER 28, 2003
OF METALDYNE CORPORATION

I, Timothy D. Leuliette, certify that:

1.	I have reviewed this annual report on Form 10-K of Metaldyne Corporation;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons fulfilling the equivalent function):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2004				/s/ Timothy D. Leuliette
				Timothy D. Leuliette Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF JEFFREY M. STAFEIL PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
FORM 10-K FOR THE YEAR ENDED
DECEMBER 28, 2003 OF
METALDYNE CORPORATION

I, Jeffrey M. Stafeil, certify that:

1.	I have reviewed this annual report on Form 10-K of Metaldyne Corporation;

2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons fulfilling the equivalent function):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 10, 2004				/s/ Jeffrey M. Stafeil
				Jeffrey M. Stafeil Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(CHAPTER 63, TITLE 18 U.S.C. Section 1350(A) AND (B))

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. Section 1350(a) and (b)), each of the undersigned hereby individually certifies in his capacity as an officer of Metaldyne Corporation (the "Company") that the Annual Report of the Company on Form 10-K for the year ended December 28, 2003 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company at the end of and for the periods covered by such Report.

Date: November 10, 2004				/s/ Timothy D. Leuliette
				Timothy D. Leuliette
				Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(CHAPTER 63, TITLE 18 U.S.C. Section 1350(A) AND (B))

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chapter 63, Title 18 U.S.C. Section 1350(a) and (b)), each of the undersigned hereby individually certifies in his capacity as an officer of Metaldyne Corporation (the "Company") that the Annual Report of the Company on Form 10-K for the year ended December 28, 2003 fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company at the end of and for the periods covered by such Report.

Date: November 10, 2004				/s/ Jeffrey M. Stafeil
				Jeffrey M. Stafeil
				Executive Vice President and Chief Financial Officer
				(Chief Accounting Officer and Authorized Signatory)