Contract
Exhibit 99.1
EXECUTION COPY
AMENDMENT dated as of December 31, 2007 (this “Amendment”) to the Receivables Transfer Agreement dated as of June 6, 2002, as amended June 3, 2005 and July 5, 2005 (as amended or modified and in effect from time to time, the “Agreement”), by and among TSPC, INC., as Transferor (the “Transferor”), TRIMAS CORPORATION, individually, as Collection Agent, TRIMAS COMPANY, LLC, individually, as Guarantor under the Limited Guaranty set forth in Article IX thereto, 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 as “Committed Purchasers” and their respective permitted successors and assigns (the “Committed Purchasers”), the agent bank of each CP Conduit Purchaser and Committed Purchaser on Schedule B thereto and its permitted successor and assign (the “Funding Agents”), and JPMORGAN CHASE BANK, N.A., f/k/a JPMorgan Chase Bank, as Administrative Agent for the benefit of the CP Conduit Purchasers, the Committed Purchasers and the Funding Agents (the “Administrative Agent”).
In consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not otherwise defined herein will have the meanings as defined in the Agreement.
SECTION 2. Amendments to Definitions. The definition of Commitment Expiry Date set forth in Schedule A to the Agreement is hereby amended in its entirety to read as follows:
“Commitment Expiry Date” shall mean the earliest to occur of (i) the date on which all amounts due and owing to the CP Conduit Purchasers and the Committed Purchasers under the Receivables Transfer Agreement and the other Transaction Documents have been paid in full, (ii) the date on which the Aggregate Commitment has been reduced to zero pursuant to the Receivables Transfer Agreement, (iii) The Termination Date, and (iv) February 29, 2008.
SECTION 3. Amendment to Schedule of CP Conduit Purchasers, Committed Purchasers and Funding Agents. Schedule B to the Agreement is hereby replaced with Schedule B to this Amendment.
SECTION 4. Reduction of Commitments; Waiver of Written Notice. The Transferor hereby reduces the Commitments of the Committed Purchasers to $75,000,000. The written notice requirement set forth in Section 2.07 of the Agreement is hereby waived solely with respect to such reduction.
SECTION 5. Representations and Warranties. The representations and warranties of each party set forth in the Agreement shall be true and correct in all material respects, in each case on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respect as of such earlier date).
SECTION 6. Governing 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 counterparts, each of which will be an original, but all of which together will constitute a single agreement.
SECTION 8. Agreement in Full Force and Effect. Except as expressly amended hereby, the Agreement will continue in full force and effect in accordance with the provisions thereof as in existence on the date hereof. After the date of the effectiveness hereof, any reference to the Agreement will mean the Agreement as amended by this Amendment.
SECTION 9. Conditions to Effectiveness. This Amendment shall be effective as of the date hereof, upon satisfaction on or prior to the date hereof, of the following condition: this Amendment shall have been executed and delivered by the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed and delivered by their duly authorized officers as of the date hereof.
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TSPC, INC., as Transferor |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President and Treasurer |
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TRIMAS CORPORATION, individually and as Collection Agent |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President Finance and Treasurer |
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TRIMAS COMPANY, LLC, individually and as Guarantor |
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By: |
/s/ Xxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxx X. Xxxxxxxx |
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Title: |
Vice President and Treasurer |
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JPMORGAN CHASE BANK, N.A., as Administrative Agent |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Vice President |
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PARK AVENUE RECEIVABLES COMPANY LLC |
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By: |
JPMorgan Chase Bank, N.A., its Attorney-In-Fact |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Vice President |
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JPMORGAN CHASE BANK, N.A., as Committed Purchaser for Park Avenue Receivables Company LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Vice President |
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JPMORGAN CHASE BANK, N.A., as Funding Agent for Park Avenue Receivables Company LLC |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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Title: |
Vice President |
SCHEDULE B
Schedule of CP Conduit Purchasers,
Committed Purchasers and Funding Agents
CP CONDUIT PURCHASERS:
Park Avenue Receivables Company LLC
00 X. Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Suite IL1-0079
Attention: PARCO Funding Manager
Telephone: 000-000-0000
Telecopy: 000-000-0000
E-mail: XXX.Xxxxxxxx.Xxxx@xxxxxxxx.xxx
CP Conduit Funding Limit: $ 75,000,000
COMMITTED PURCHASERS:
JPMorgan Chase Bank, as Committed Purchaser for Park Avenue Receivables Company LLC
00 X. Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Suite XX0-0000
Xxxxxxxxx: Account Manager
Telephone: 000-000-0000
Telecopy: 000-000-0000
E-mail: xxx.xxxxxxxxx.xxxxxxxxxx@xxxxxxxx.xxx
FUNDING AGENTS:
JPMorgan Chase Bank, as Funding Agent for Park Avenue Receivables Company LLC
00 X. Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Suite IL1-0079
Attention: ABS Treasury Department
Telephone: 000-000-0000
Telecopy: 000-000-0000
E-mail: XXX.Xxxxxxxx.Xxxx@xxxxxxxx.xxx