METALDYNE CORPORATION
NOTICE OF GUARANTEED DELIVERY
PURSUANT TO THE
EXCHANGE OFFER
Offer To Exchange its 11% Senior Subordinated Notes due 2012,
which have been registered under the Securities Act of 1933, as amended,
for any and all of its issued and outstanding 11% Senior Subordinated Notes due
2012
THE EXCHANGE AGENT IS:
THE BANK OF NEW YORK
By Mail: By Hand: By Overnight Delivery:
Corporate Trust Operations Corporate Trust Operations Corporate Trust Operations
Reorganization Unit Reorganization Unit Reorganization Unit
15 Broad Street, 16th Floor 15 Broad Street, 16th Floor 15 Broad Street, 16th Floor
New York, New York 10007 New York, New York 10007 New York, New York 10007
By Facsimile Transmission:
(for Eligible Institutions Only)
(212) 235-2261
Confirm Facsimile by telephone ONLY:
(212) 235-2363
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DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS, OR
TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE VALID DELIVERY.
As set forth in the Prospectus dated October , 2002 (as it may be
supplemented and amended from time to time, the "Prospectus") of Metaldyne
Corporation, a Delaware corporation (the "Company"), under the caption "The
Exchange Offers--Guaranteed Delivery Procedures," and in the Instructions of
the Letter of Transmittal (the "Letter of Transmittal" and together with the
Prospectus, the "Offer"), this form, or one substantially equivalent hereto, or
an agent's message relating to the guaranteed delivery procedures, must be used
to accept the Company's offer to exchange, upon the terms and subject to the
conditions set forth in the Offer, if, prior to the Expiration Date, (a)
certificates representing such 11% Senior Subordinated Notes due 2012 are not
immediately available, (b) time will not permit such holder's Letter of
Transmittal, certificates representing such Notes and all other required
documents to reach the Exchange Agent on or prior to the Expiration Date, or
(c) the procedures for book-entry transfer (including delivery of an agent's
message) cannot be completed. This form must be delivered by an Eligible
Institution (as defined herein) by mail or hand delivery or transmitted via
facsimile to the Exchange Agent as set forth above. All capitalized terms used
herein but not defined herein shall have the meanings ascribed to them in the
Offer.
This form is not to be used to guarantee signatures. If a signature on the
Letter of Transmittal is required to be guaranteed by an Eligible Institution
Guarantor under the instructions thereto, such signature guarantee must appear
in the applicable space provide in the Letter of Transmittal.
The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Prospectus and the Letter of
Transmittal (receipt of which is hereby acknowledged),
the principal amount of the Notes specified below pursuant to the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange
Offer--Guaranteed Delivery Procedures." The undersigned hereby authorizes the
Exhchange Agent to deliver this Notice of Guaranteed Delivery to the Company
with respect to the Notes tendered pursuant to the Offer.
The undersigned understands that the Company will accept for exchange
Notes validly tendered on or prior to the Expiration Date. This Notice of
Guaranteed Delivery may only be utilized prior to the Expiration Date. The
undersigned also understands that tenders of Notes may be withdrawn at any time
prior to the Expiration Date but Exchange Notes shall not be exchanged for
Original Notes so withdrawn. For a valid withdrawal of a tender of Notes to be
effective, it must be made in accordance with the procedures set forth in "The
Exchange Offer--Withdrawal Rights."
The undersigned understands that exchange of Outstanding Notes will be
made only after timely receipt by the Exchange Agent of (i) such Notes, or a
Book-Entry Confirmation, and (ii) a Letter of Transmittal (or a manually signed
facsimile thereof), including by means of an agent's message, the transfer of
such Notes into the Exchange Agent's account at DTC with respect to such Notes
properly completed and duly executed, with any signature guarantees and any
other documents required by the Letter of Transmittal within three New York
Stock Exchange, Inc. trading days after the execution hereof.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding upon the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
This Notice of Guaranteed Delivery must be signed by the holder(s) exactly
as their name(s) appear(s) on certificate(s) for Notes or on a security
position listing as the owner of Notes, or by person(s) authorized to become
holder(s) by endorsements and documents transmitted with this Notice of
Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must provide the following information.
Please print name(s) and address(es)
Name(s):
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Capacity:
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Address(es)
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DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT
TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.
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PLEASE SIGN AND COMPLETE
11% SENIOR SUBORDINATED NOTES DUE 2012
CERTIFICATE NUMBERS PRINCIPAL AMOUNT OF
(IF AVAILABLE) NOTES TENDERED**
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* If the space provided is inadequate, list the certificate numbers,
principal amounts and tender price (if any) in respect of Notes being
tendered on a separately executed schedule and affix the schedule hereto.
** Unless otherwise indicated, it will be assumed that the entire aggregate
principal amount at maturity represented by the Notes specified above is
being tendered.
Signature(s) of Registered holder(s) or
Authorized Signatory::
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Name(s) of Registered holder(s):
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Address:
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Zip Code:
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Area Code and Telephone No.:
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Tax Identification or Social Security No.:
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Date:
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[ ] Check this box if Notes will be delivered by book-entry transfer.
Exchange Agent
Account No.
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member of the Securities Transfer Agents Medallion
Program (an "Eligible Institution") hereby represents that the tender of
Notes hereby complies with Rule 14e-4 promulgated under the Securities
Exchange Act of 1934, as amended, and guarantees that the Notes tendered
hereby are in proper form for transfer (pursuant to the procedures set forth
in the Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures"), and that the Exchange Agent will receive (a) such Notes, or a
Book-Entry Confirmation of the transfer of such Notes into the Exchange
Agent's account at DTC and (b) a properly completed and duly executed Letter
of Transmittal (or facsimile thereof) with any required signature guarantees
and any other documents required by the Letter of Transmittal, or a properly
transmitted agent's message, within three New York Stock Exchange, Inc.
trading days after the date of execution hereof.
The Eligible Institution that completes this form must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal
and Notes to the Exchange Agent within the time period shown herein. Failure
to do so could result in a financial loss to such Eligible Institution.
Name of Firm:
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Authorized Signature:
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Title:
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Address:
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(Zip Code)
Area Code and Telephone Number:
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Dated: , 2002
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