8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The Securities

Exchange Act of 1934

June 23, 2006

Date of Report (Date of earliest event reported)

METALDYNE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-12068	38-2513957
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

47659 Halyard Drive, Plymouth, Michigan 48170

(Address of principal executive offices)

(734) 207-6200

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communication s pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 1.01 Entry Into a Material Definitive Agreement.

See the description of the First Amendment to Amended and Restated Receivables Transfer Agreement and Consent (the “Amendment”) contained under the heading “Other Events” in Item 8.01 below, which disclosure is incorporated by reference herein. The description set forth therein of the terms and conditions of the Amendment is qualified in its entirety by reference to the full text of Amendment, which is attached hereto as Exhibit 10.1 and is hereby incorporated by reference into this Item 1.01.

Item 8.01 Other Events.

Metaldyne Corporation (the “Company”) is reporting the impact of a sale of certain claims against a significant customer, Dana Corporation (“Dana”), and an amendment of its accounts receivable securitization to consent to this sale and to exclude Dana pre-petition receivables from certain calculations in the facility documentation.

On March 3, 2006, Dana and certain of its subsidiaries filed a voluntary petition in bankrupcty and, consequently, during the first quarter of 2006, the Company booked a reserve against its Dana pre-petition receivables. In addition, shortly after the bankruptcy filing and as required, the Company reduced its outstanding balances of its accounts receivable securitization facility by the amount of the Dana pre-petition receivables as they had become ineligible under the terms of the facility.

The Company subsequently entered into negotiations with Dana with respect to claims against Dana and certain of Dana’s subsidiaries (collectively, the “Dana debtors”) and, on May 17, 2006, the U.S. Bankruptcy Court Southern District of New York approved a settlement agreement among the Company and the Dana debtors. The settlement agreement, among other things, (i) approved the payment of damages to the Company relating to the Dana debtors’ rejection in bankruptcy of a supply agreement under which the Company manufactured knuckles for certain of the Dana debtors, (ii) approved the payment of 75% of certain administrative claims of the Company against certain of the Dana debtors and (iii) approved the right of the Company to offset certain payments due to a Dana foreign subsidiary against pre-petition receivables from certain Dana debtors.

Following this approval, the Company decided to liquidate the balance of its pre-petition trade claims against the Dana debtors (after giving effect to the settlement agreement, including the damages portion) through the sale of the trade claims to a third party. This transaction closed on June 21, 2006. Due to the nature of the reserves that were recognized by the Company in the first quarter, the set-off payments of the Dana foreign subsidiary under the settlement agreement and the sale of the damages and other claims allowed by the bankruptcy court as part of the settlement agreement, the Company will realize a net positive impact from this sale in the second quarter of approximately $4.2 million from continuing operations.

To secure a consent to the sale of the pre-petition receivables and to address the impact of the Dana bankruptcy on certain calculations, the Company and MRFC, Inc. (its wholly owned special purpose receivables subsidiary) entered into an amendment and consent to its accounts receivable financing facility with General Electric Capital Corporation and the required purchasers party thereto. The First Amendment to Amended and Restated Receivables Transfer Agreement and Consent excludes, effective as of March 3, 2006, the Dana pre-petition receivables from the definitions of “Defaulted Receivables” and therefore from the calculation of the “Default Ratio”, which would otherwise have been violated notwithstanding the reduction in eligible receivables balances that was made following the Dana bankruptcy filing and the subsequent sale of the receivables.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is filed herewith:

Exhibit 10.1   First Amendment to Amended and Restated Receivables Transfer Agreement and Consent among MRFC, Inc., Metaldyne Corporation, General Electric Capital Corporation and the Requisite Purchasers party thereto.  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 23, 2006

METALDYNE CORPORATION

By:   /s/ Jeffrey M. Stafeil

Name:Jeffrey M. Stafeil

Title:Executive Vice President

and Chief Financial Officer

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT AND CONSENT

This FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT AND CONSENT (this “Amendment”), made and entered into as of June 23, 2006 (the “FirstAmendment Effective Date”), by and between METALDYNECORPORATION, a Delaware corporation (“Metaldyne”), MRFC, INC., a Delaware corporation (“MRFC”; each of MRFC and Metaldyne, a “Company”), the Purchasers signatory hereto and GENERAL ELECTRIC CAPITAL CORPORATION in its capacity as the Administrative Agent (the “Administrative Agent”) and the other parties signatory hereto.

WITNESETH :

WHEREAS, the Administrative Agent, MRFC, Metaldyne, in its capacity as Master Servicer, the financial institutions party thereto as Purchasers and the other parties thereto, are parties to that certain Amended and Restated Receivables Transfer Agreement, dated as of July 8, 2005 (as amended to the date hereof, the “Transfer Agreement”; capitalized terms used herein and not otherwise defined herein shall have the meanings given such terms in Annex X to the Transfer Agreement and the Purchase Agreement (as hereafter defined) as amended by this Amendment), whereby MRFC has agreed to sell, contribute or otherwise transfer to the Purchasers and the Purchasers have agreed to purchase or otherwise acquire from MRFC, all of the right, title and interest of MRFC in the Receivables; and

WHEREAS, MRFC, Metaldyne and the Originators are parties to that certain Amended and Restated Receivables Purchase Agreement, dated as of July 8, 2005 (as amended to the date hereof, the “Purchase Agreement”), whereby the Originators have agreed to sell or contribute to MRFC all of the Originators’ Receivables;

WHEREAS, Dana Corporation, an Obligor that is a customer of one or more of the Originators, filed a voluntary petition under the Bankruptcy Code on March 3, 2006 (the “Dana Filing Date”); and

WHEREAS, the Purchasers propose to confirm and ratify the sale of certain Receivables with respect to which the Obligor is Dana Corporation (or any of its subsidiaries that are debtors in the Dana Corporation bankruptcy) that were originated prior to the Dana Filing Date (such Receivables, the “Dana Pre-Petition Receivables”); and

WHEREAS, MRFC and Metaldynehave requested that the Transfer Agreement and Annex X be amended as set forth herein, and the parties hereto are willing to agree to such amendment subject to the terms and conditions of this Amendment.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Amendment of Transfer Agreement and Annex X. Subject to the terms and conditions of this Amendment, effective as of the Dana Filing Date, the definition of “Defaulted Receivables” as set forth in Annex X is hereby amended by inserting, prior to the final “.” therein, the following language: “; provided, however, that all Receivables with respect to which the Obligor is Dana Corporation (or any of its subsidiaries that are debtors in the Dana Corporation bankruptcy) that were originated prior to the Dana Filing Date shall not constitute “Defaulted Receivables” for purposes of calculating the Default Ratio for any period that such Receivables are outstanding”.

2.No Other Amendments. Except for the amendments expressly set forth and referred to in Section 1 above, the Transfer Agreement and Annex X shall remain unchanged and in full force and effect.

3.Consent to Sale of Dana Pre-Petition Receivables.

(a)Subject to the terms and conditions of this Amendment, and effective as of the Dana Filing Date: (i) each Purchaser hereby assigns, transfers and conveys to MRFC for good and valuable consideration hereby acknowledged, without recourse, except as specifically set forth herein, and MRFC hereby purchases and accepts assignment and transfer from each Purchaser of, all of each Purchaser’s Pro Rata Share of the Purchaser Interest relating to the Dana Pre-Petition Receivables; and (ii) MRFC hereby assigns, transfers and conveys to Metaldyne for good and valuable consideration hereby acknowledged, without recourse, except as specifically set forth herein, and Metaldyne shall purchase and accept, all of MRFC’s rights, titles and interests in and to the Dana Pre-Petition Receivables. The Administrative Agent and each Purchaser hereby consent to the assignment and transfer described in the immediately preceding sentence.

(b)Subject to the terms and conditions of this Amendment, the Administrative Agent and each Purchaser hereby consent to the sale of the Dana Pre-Petition Receivables to the purchaser and in the manner described in the documentation previously provided to the Administrative Agent and pursuant to documentation substantially consistent therewith.

4.Representations and Warranties. Each Company hereby represents and warrants to the Administrative Agent and the Purchasers that (a) this Amendment has been duly authorized, executed and delivered by each Company, (b) after giving effect to this Amendment, no Termination Event or Event of Servicer Termination has occurred and is continuing as of this date, and (c) all of the representations and warranties made by each Company in both the Purchase Agreement and the Transfer Agreement are true and correct in all material respects on and as of the date of this Amendment (except to the extent that any such representations or warranties expressly referred to a specific prior date). Any breach in any material respect by Company of any of its representations and warranties contained in this Section 4 shall be a Termination Event and an Event of Servicer Termination for all purposes of both the Purchase Agreement and the Transfer Agreement.

5.Ratification. Each Company hereby ratifies and reaffirms each and every term, covenant and condition set forth in both the Purchase Agreement and the Transfer Agreement and all other documents delivered by such Company in connection therewith (including without limitation the other Related Documents in effect on the date hereof to which each Company is a party), effective as of the date hereof.

6.Waiver by the Companies. Each of the Companies hereby waives any claim, defense, demand, action or suit of any kind or nature whatsoever against the Administrative Agent and the Purchasers arising on or prior to the date hereof in connection with any of the Purchase Agreement, the Transfer Agreement or the transactions contemplated thereunder.

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7.Conditions to Effectiveness; Effectiveness. This Amendment shall become effective, upon the First Amendment Effective Date, upon the receipt by the Administrative Agent of this Amendment, duly executed, completed and delivered by each of the Companies, the Administrative Agent and the Requisite Purchasers. This Amendment is effective for all purposes of the Transfer Agreement, Purchase Agreement and Annex X, including Article IX of the Transfer Agreement.

8.Reimbursement of Expenses. Each Company hereby agrees that, to the extent and in the manner provided in the Transfer Agreement, it shall reimburse the Administrative Agent on demand for all reasonable costs and expenses (including without limitation reasonable legal fees) incurred by it in connection with the negotiation, documentation and consummation of this Amendment and the other documents executed in connection herewith and therewith and the transactions contemplated hereby and thereby.

9.Governing Law. THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

10.Severability of Provisions. Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

11.Counterparts. This Amendment may be executed in any number of several counterparts, all of which shall be deemed to constitute but one original and shall be binding upon all parties, their successors and permitted assigns.

12.Entire Agreement. Each of the Purchase Agreement and the Transfer Agreement, as amended by this Amendment, embody the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior agreements, representations and understandings, if any, relating to the subject matter hereof.

13.Miscellaneous. This Amendment is a Related Document. The headings herein are for convenience of reference only and shall not alter or otherwise affect the meaning hereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed by their respective officers thereunto duly authorized, as of the date first above written.

MRFC, INC.

By:   /s/ Jeffrey M. Stafeil

Name:Jeffrey M. Stafeil

METALDYNE CORPORATION

By:   /s/ Jeffrey M. Stafeil

Name:Jeffrey M. Stafeil

GENERAL ELECTRIC CAPITAL CORPORATION, as a Purchaser and as Administrative Agent

By:   /s/ Bradford R. Kuhn

Name:Bradford R. Kuhn

Title:Duly Authorized Signatory

CONSENT OF REQUISITE PURCHASERS RECEIVED