Underwriting AgreementUnderwriting Agreement • January 18th, 2007 • Trimas Corp • Metal forgings & stampings • New York
TriMas Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of ........ shares (the “Firm Shares”) and, at the election of the Underwriters, up to ........ additional shares (the “Optional Shares”) of Common Stock, par value $0.01 per share (“Stock”) of the Company, (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Shares”).
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • January 18th, 2007 • Trimas Corp • Metal forgings & stampings • New York
AMENDMENT NO. 1 (this “Amendment”), dated as of August 31, 2006, to the SHAREHOLDERS AGREEMENT, dated as of June 6, 2002, as amended and restated as of July 19, 2002 (the “Shareholders Agreement”) by and among TRIMAS CORPORATION, a Delaware corporation (the “Company”), METALDYNE COMPANY LLC (“MCLLC”), HEARTLAND INDUSTRIAL PARTNERS, L.P. and the HEARTLAND ENTITIES identified on the signature pages thereto and the other parties identified as SHAREHOLDERS therein and listed on the signature pages thereto or identified on the signature page of any Joinder Agreement executed and delivered pursuant to the Shareholders Agreement and the parties identified on the signature pages hereto as “METALDYNE SHAREHOLDER PARTIES”. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Shareholders Agreement.
ContractMonitoring Agreement • January 18th, 2007 • Trimas Corp • Metal forgings & stampings • New York
FIRST AMENDMENT TO MONITORING AGREEMENT (this “First Amendment”), dated as of November 1, 2006, between TriMas Corporation, a Delaware corporation, (the “Company”), and Heartland Industrial Group, L.L.C., a Delaware limited partnership (“Heartland”).
TRIMAS CORPORATION 39400 Woodward Avenue, Suite 130 Bloomfield Hills, MI 48304Investment Agreement • January 18th, 2007 • Trimas Corp • Metal forgings & stampings • New York
TriMas Corporation (“TriMas”) hereby agrees that for so long as Heartland Industrial Partners, L.P., HIP Side-By-Side Partners, L.P., Heartland Industrial Partners (FF), L.P. and Heartland Industrial Partners (C1), L.P. (each, a “VCOC Investor” and, collectively, the “VCOC Investors”) or any of their affiliates (collectively the “Investors”) directly or through one or more conduit subsidiaries continues to hold any securities of TriMas or any of its subsidiaries (each, a “Company” and, collectively, the “Companies”) as of the date hereof, each Company shall:
ContractReceivables Transfer Agreement • January 18th, 2007 • Trimas Corp • Metal forgings & stampings • New York
AMENDMENT dated as of June 3, 2005 (this “Amendment”) to the Receivables Transfer Agreement dated as of June 6, 2002, (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, as Administrative Agent for the benefit of the CP Conduit P
