EXECUTION COPY
AMENDMENT dated as of July 5, 2005 (this "Amendment") to the
Receivables Transfer Agreement dated as of June 6, 2002, as
amended June 3, 2005 (as amended or modified and in effect from
time to time, the "Agreement"), by and among TSPC Inc., as
Transferor, TRIMAS CORPORATION, INC., 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 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
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.
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) December 31, 2007.
SECTION 3. 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 4. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with the laws of the State of New York.
SECTION 5. 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 6. 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 7. 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.
TSPC, INC., as Transferor
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Treasurer
TRIMAS CORPORATION, individually and as
Collection Agent
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President Finance and
Treasurer
TRIMAS COMPANY, LLC, individually and
as Guarantor
By: /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx
Title: Vice President Finance and
Treasurer
JPMORGAN CHASE BANK, N.A., as
Administrative Agent
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
PARK AVENUE RECEIVABLES COMPANY LLC
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Authorized Signer
JPMORGAN CHASE BANK, N.A., as Committed
Purchaser for Park Avenue Receivables
Company LLC
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
JPMORGAN CHASE BANK, N.A., as Funding
Agent for Park Avenue Receivables
Company LLC
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Vice President
