EXECUTION COPY
TSPC, Inc.
Xxxxxx Center, Suite 460
0000 Xxxxxx Xxxxxx Xxxxxxx
Xxx Xxxxx, XX 00000
July 1, 2005
JPMorgan Chase Bank, N.A.
as Administrative Agent
000 Xxxxx Xxxxxxxx, Xxxx Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000
X.X. Xxxxxx Securities Inc.
000 Xxxxx Xxxxxxxx, Xxxx Xxxxx XX0-0000
Xxxxxxx, Xxxxxxxx 00000
Re: TriMas Receivables Facility Amended and Restated Fee Letter
Ladies and Gentlemen:
Reference is hereby made to that certain Receivables Transfer
Agreement, dated as of June 6, 2002, as amended June 3, 2005 (as amended,
supplemented or otherwise modified and in effect from time to time, the
"Receivables Transfer Agreement"), by and among TSPC, Inc., a Delaware
corporation (the "Transferor"), TriMas Corporation, a Delaware corporation,
individually (the "Parent"), as collection agent (in such capacity, the
"Collection Agent") and TriMas Company, LLC ("TriMas LLC") as guarantor under
the Limited Guaranty set forth in Article IX thereto (in such capacity, the
"Guarantor"), the several commercial paper conduits identified on Schedule B
thereto and their respective permitted successors and assigns (the "CP Conduit
Purchasers"), the several financial institutions identified on Schedule B
thereto and their respective permitted successors and assigns (the "Committed
Purchasers"), the agent bank set forth opposite the name of each CP Conduit
Purchaser and Committed Purchaser on Schedule B thereto and its permitted
successor and assign (the "Funding Agent" with respect to the CP Conduit
Purchasers and Committed Purchasers) and JPMorgan Chase Bank, N.A., f/k/a
JPMorgan Chase Bank, as Administrative Agent (in such capacity, the
"Administrative Agent") for the benefit of the CP Conduit Purchasers and the
Committed Purchasers. Capitalized terms used herein and not otherwise defined
have the meanings assigned to such terms in the Receivables Transfer Agreement.
In connection with the transactions contemplated by the Receivables
Transfer Agreement, and the other Facility Documents, the parties hereto hereby
agree as follows:
1. (a) Program Fee
Upfront Fee - On the date hereof, the Transferor hereby agrees to pay
to the Administrative Agent, for the benefit of each Committed
Purchaser a one time fee (the "Upfront Fee"), in an aggregate amount
equal to the product of (a) 0.30%, and (b) the total of the Commitments
of the Committed Purchasers.
Used Fee - From the date hereof up to the occurrence of a Termination
Date the Transferor hereby agrees to pay to the Administrative Agent,
for the benefit of the CP Conduit Purchasers, a used fee (the "Used
Fee") for each Settlement Period payable on each Settlement Date (or if
such day is not a Business Day, the next succeeding Business Day), in
an amount equal to the product of (a) the average daily Net Investment
during the related Settlement Period, computed on the basis of the
actual number of days elapsed in such Settlement Period in a year of
360 days, and (b) the Applicable Used Fee Percentage. The Applicable
Used Fee Percentage for a given Settlement Period shall be based upon
the Applicable Leverage Ratio (as defined herein). The Applicable
Leverage Ratio calculated will fall into one of five classes in the
first column of Exhibit A hereto (the "Operative Row"), and the
Applicable Used Fee Percentage shall be in the Used Fee Percentage
column on Exhibit A in the Operative Row.
Unused Fee - From the date hereof up to the occurrence of a Termination
Date, the Transferor hereby agrees to pay to the Administrative Agent,
for the benefit of the CP Conduit Purchasers or the Committed
Purchasers, as applicable, an unused fee (the "Unused Fee") for each
Settlement Period payable on each Settlement Date (or if such day is
not a Business Day, the next succeeding Business Day), in an amount
equal to the product of (a) the difference between (i) the average
daily Aggregate Commitment and (ii) the average daily Net Investment
during the related Settlement Period, computed on the basis of the
actual number of days elapsed in such Settlement Period in a year of
360 days, and (b) the Applicable Unused Fee Percentage. The Applicable
Unused Fee Percentage for a given Settlement Period shall be based upon
the Applicable Leverage Ratio. The Applicable Unused Fee Percentage
shall be in the Unused Fee Percentage column on Exhibit A in the
Operative Row.
"Applicable Leverage Ratio" - means for purposes of calculating each of
the Applicable Used Fee Percentage and the Applicable Unused Fee
Percentage, the Leverage Ratio (as defined in the Credit Agreement)
which shall be determined as of the end of each fiscal quarter of
Transferor's fiscal year based upon Parent's consolidated financial
statements delivered pursuant to Section 5.01(a)(i) or (ii) of the
Receivables Transfer Agreement; and each change in the Used Fee
Percentage and the Unused Fee Percentage resulting from a change in the
Leverage Ratio shall be effective during the period commencing on and
including the date of delivery to the Administrative Agent of such
consolidated financial statements indicating such change and ending on
the date immediately preceding the effective date of the next such
change; provided that the Leverage Ratio shall be deemed to be "> 4.25"
(A) at any time that a Termination Event has occurred and is continuing
or (B) if Transferor or the Parent fails to deliver the consolidated
financial statements required to be delivered by it pursuant to Section
5.01(a)(i) or (ii), during the period from the expiration of the time
for delivery thereof until such consolidated financial statements are
delivered.
(b) Amendment / Waiver Fee
So long as JPMorgan Chase Bank, N.A., or an Affiliate is a Funding
Agent under the Receivables Transfer Agreement, and JPMorgan Chase
Bank, N.A., or an Affiliate, is also the Administrative Agent under the
Credit Agreement, if (i) any amendment or waiver is granted under the
Credit Agreement by the Lenders (as defined therein, hereinafter
"Lenders") which has the net effect of waiving or amending Section
7.01(m) of the Receivables Transfer Agreement, which, without such
amendment or waiver would have resulted in the occurrence of a
Potential Termination Event or Termination Event, and (ii) any
remuneration, including a fee, is paid to the Lenders for such
amendment or waiver under the Credit Agreement, then a proportionate
fee shall be concurrently paid to the Funding Agents, on behalf of each
CP Conduit Purchaser and each Committed Purchaser.
2. Payment or Reimbursement of Miscellaneous Expenses.
The Transferor hereby agrees to pay (or to reimburse the Administrative
Agent, any CP Conduit Purchaser, any Committed Purchaser or any Funding
Agent if the Administrative Agent, such CP Conduit Purchaser, such
Committed Purchaser or such Funding Agent has previously paid) all expenses
(including, without limitation, reasonable attorneys', accountants', rating
agencies' and other third parties' fees and expenses, any filing fees and
expenses incurred by officers or employees of the Administrative Agent, the
CP Conduit Purchasers, the Committed Purchasers and/or the Funding Agents)
incurred by or on behalf of the Administrative Agent, the CP Conduit
Purchasers, the Committed Purchasers and the Funding Agents.
3. Miscellaneous.
(a) This letter agreement is the Fee Letter specified in the
Receivables Transfer Agreement, amends and restates in its entirety that
certain Fee Letter dated June 6, 2002, and shall be entitled to all of the
rights and the benefits, and
subject to all of the limitations and restrictions of, the Receivables
Transfer Agreement as is such rights, benefits, limitations and
restrictions were set forth herein in their entirety. Notwithstanding the
foregoing, the Program Fee as defined in and due and owing under the June
6, 2002 Fee Letter for the Settlement Period ending June 30, 2005, shall
survive the termination of the June 6, 2002 Fee Letter and shall be due and
owing hereunder on the July 2005 Settlement Date.
(b) This letter agreement may be executed in any number of
counterparts, each of which, taken together, shall constitute one and the
same agreement.
(c) No amendment, modification or waiver of any provision of this
letter agreement shall be effective without the written agreement of each
of the parties hereto. Any waiver or consent shall be effective only in the
specific instance and for the specified purpose for which given.
(d) This letter agreement shall be governed by, and construed in
accordance with, the laws of the State of New York.
If you are in agreement with the foregoing, kindly indicate your consent in the
space provided below.
TSPC, Inc.
as Transferor
by: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
Accepted and agreed as of the
date first above written:
JPMorganChase Bank, N.A.
as Administrative Agent
by: /s/ Xxxx Xxxxx
---------------------
Name: Xxxx Xxxxx
Title: Vice President
X.X. Xxxxxx Securities Inc.
by: /s/ Xxxx Xxxxx
---------------------
Name: Xxxx Xxxxx
Title: Vice President
Park Avenue Receivables Company LLC
by: /s/ Xxxx Xxxxx
---------------------
Name: Xxxx Xxxxx
Title: Authorized Signer
JPMorgan Chase Bank, N.A.
as Committed Purchaser for Park Avenue Receivables Company LLC
by: /s/ Xxxx Xxxxx
---------------------
Name: Xxxx Xxxxx
Title: Vice President
JPMorgan Chase Bank, N.A.
as Funding Agent for Park Avenue Receivables Company LLC
by: /s/ Xxxx Xxxxx
---------------------
Name: Xxxx Xxxxx
Title: Vice President
Exhibit A
<TABLE>
--------------------------------- ------------------------------------- ---------------------------------
Leverage Ratio (as defined in Unused Fee Percentage Used Fee Percentage
the Credit Agreement)
(per annum) (per annum)
--------------------------------- ------------------------------------- ---------------------------------
< = 3.00 0.350% 0.750%
--------------------------------- ------------------------------------- ---------------------------------
> 3.00 and < = 3.50 0.400% 0.825%
--------------------------------- ------------------------------------- ---------------------------------
> 3.50 and < = 4.00 0.450% 0.950%
--------------------------------- ------------------------------------- ---------------------------------
> 4.00 and < = 4.25 0.500% 1.150%
--------------------------------- ------------------------------------- ---------------------------------
> 4.25 0.500% 1.350%
--------------------------------- ------------------------------------- ---------------------------------
</TABLE>
