AMENDMENT AND AGREEMENT dated as of December 20, 2005
(this "Amendment"), to the Credit Agreement dated as of June
6, 2002 (as amended as of December 4, 2002, as amended and
restated as of June 6, 2003, and as further amended as of
December 17, 2003, December 21, 2004 and September 29, 2005,
the "Credit Agreement"), among TriMas Corporation, a Delaware
corporation ("Holdings"), TriMas Company LLC, a Delaware
limited liability company, (the "Parent Borrower"), the
Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers
(each, as defined in the Credit Agreement) party thereto
(collectively, the "Borrowers"), the lenders from time to time
party thereto (the "Lenders"), JPMorgan Chase Bank, N.A.
(formerly known as JPMorgan Chase Bank) as administrative
agent and collateral agent, CSFB Cayman Islands Branch, as
syndication agent, and Comerica Bank, National City Bank, and
Wachovia Bank, National Association, each as documentation
agent.
A. Holdings and the Borrowers have requested that the Required
Lenders agree to amend certain provisions of the Credit Agreement pursuant to
the terms and subject to the conditions set forth herein.
B. The Required Lenders are willing so to amend such provisions of
the Credit Agreement pursuant to the terms and subject to the conditions set
forth herein.
C. Capitalized terms used and not otherwise defined herein shall
have the meanings assigned thereto in the Credit Agreement as amended hereby.
SECTION 1. The relevant portion of the table set forth in Section
6.12 is hereby amended and restated in its entirety as follows:
Period Ratio
------ -----
Fourth Fiscal Quarter of 2005 to the
Third Fiscal Quarter of 2006 1.80 to 1.00
Fourth Fiscal Quarter of 2006 1.90 to 1.00
First Fiscal Quarter of 2007 and thereafter 2.75 to 1.00
SECTION 2. Representations and Warranties. Each Loan Party hereto
represents and warrants to the Administrative Agent and the Lenders that:
(a) this Amendment has been duly authorized, executed and delivered
by it and constitutes its legal, valid and binding obligation, enforceable
against such Loan Party in accordance with its terms;
(b) After giving effect to this Amendment, the representations and
warranties set forth in Article III of the Credit Agreement are true and correct
on and as
of the date hereof with the same effect as if made on and as of the date hereof,
except to the extent such representations and warranties expressly relate to an
earlier date; and
(c) After giving effect to this Amendment, no Default or Event of
Default shall have occurred and be continuing.
SECTION 3. Amendment Fee. In consideration of the agreements of the
Required Lenders contained in this Amendment, the Parent Borrower agrees to pay
to the Administrative Agent, for the account of each Lender that delivers an
executed counterpart of this Amendment prior to 5:00 p.m., New York City time,
on December 20, 2005, an amendment fee (the "Amendment Fee") equal to 10 basis
points on the aggregate amount of the Commitments and outstanding Term Loans of
such Lender.
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective as of December 20, 2005 when (a) the Administrative Agent shall have
received (i) counterparts of this Amendment that, when taken together, bear the
signatures of each of Holdings, the Borrowers listed on Schedule 1 hereto and
the Required Lenders and (ii) the Amendment Fee, (b) the representations and
warranties set forth in Section 2 hereof are true and correct (as set forth on
an officer's certificate delivered to the Administrative Agent) and (c) all fees
and expenses required to be paid or reimbursed by the Borrowers pursuant hereto
or otherwise, including all invoiced fees and expenses of counsel to the
Administrative Agent shall have been paid or reimbursed, as applicable.
SECTION 5. Credit Agreement. Except as specifically amended hereby,
the Credit Agreement shall continue in full force and effect in accordance with
the provisions thereof as in existence on the date hereof.
SECTION 6. APPLICABLE LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
SECTION 7. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall constitute an original but all of which
when taken together shall constitute one contract. Delivery of an executed
signature page of this Amendment by facsimile transmission shall be effective as
delivery of a manually executed counterpart hereof.
SECTION 8. Expenses. The Parent Borrower agrees to reimburse the
Administrative Agent for its out-of-pocket expenses in connection with this
Amendment, including the fees, charges and disbursements of Cravath, Swaine &
Xxxxx LLP, counsel for the Administrative Agent.
SECTION 9. Headings. The Section headings used herein are for
convenience of reference only, are not part of this Amendment and are not to
affect the construction of, or to be taken into consideration in interpreting,
this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective authorized officers as of the day and year
first written above.
TRIMAS CORPORATION,
By:/s/ X. X. Xxxxx
__________________________________
Name: X. X. Xxxxx
Title: Chief Financial Officer
TRIMAS COMPANY LLC,
By:/s/ X. X. Xxxxx
__________________________________
Name: X. X. Xxxxx
Title: Chief Financial Officer
THE BORROWERS LISTED ON
SCHEDULE 1 HERETO,
By:/s/ X. X. Xxxxx
__________________________________
Name: X. X. Xxxxx
Title: Chief Financial Officer
JPMORGAN CHASE BANK, N.A.,
(formerly known as JPMorgan Chase
Bank), Individually and as
Administrative Agent, Collateral Agent
and Issuing Bank,
By:/s/ Xxxxxxx X. Xxxxx
__________________________________
Name: Xxxxxxx X. Xxxxx
Title: Managing Director
