Exhibit 10.43


 





 


Interest Rate Swap Transaction


 


The
purpose of this letter agreement is to confirm the terms and conditions of the
Transaction entered into between:


 


JPMORGAN CHASE BANK, N.A.

(“JPMorgan”)


 


and


 


TRIMAS COMPANY LLC

(the “Counterparty”)


 


on
the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”).
This letter agreement constitutes a “Confirmation” as referred to in the Master
Agreement specified below, and supersedes any previous confirmation or other
writing with respect to the transaction described below.


 


The
definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”),
as published by the International Swaps and Derivatives Association, Inc. are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.


 


If
JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and TRIMAS COMPANY LLC (the “Counterparty”)
are not yet parties to an ISDA Master Agreement, the parties agree that this
Transaction will be documented under a master agreement to be entered into on
the basis of the printed form of the 2002 Master Agreement (the “Master
Agreement”) published by the International Swap and Derivatives Association, Inc.
(“ISDA”) together with such changes as shall be agreed between the parties.
Upon execution and delivery by the parties of the Master Agreement, this
Confirmation shall supplement, form a part of, and be subject to such Master
Agreement. Until the parties execute and deliver the Master Agreement, this
Confirmation, together with all other documents referring to the Master
Agreement confirming the transactions entered into between the parties, shall
supplement, form a part of, and be subject to the printed form of Master
Agreement published by ISDA, as if the parties had executed that agreement in
such form (but without any Schedule except for the election of the law of the
State of New York as the governing law and US Dollars as the Termination
Currency) on the Trade Date of this Transaction.


 

















 


The
terms of the particular Interest Rate Swap Transaction to which this
Confirmation relates are as follows:


 


A. TRANSACTION DETAILS


 


	
  JPMorgan
  Deal Number(s):

  	
   

  	
  6900058550529
  / 00135044410

  
	
   

  	
   

  	
   

  
	
  Notional
  Amount:

  	
   

  	
  USD
  125,000,000.00

  
	
   

  	
   

  	
   

  
	
  Trade
  Date:

  	
   

  	
  27
  February 2008

  
	
   

  	
   

  	
   

  
	
  Effective
  Date:

  	
   

  	
  28
  April 2008

  
	
   

  	
   

  	
   

  
	
  Termination
  Date:

  	
   

  	
  28
  October 2009 subject to adjustment in accordance with the Modified
  Following Business Day Convention.

  
	
   

  	
   

  	
   

  
	
  Fixed
  Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer:

  	
   

  	
  Counterparty

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate Payer Payment Dates:

  	
   

  	
  The
  28 July, 28 October, 28 January and 28 April in each year, from and
  including 28 July 2008 to and including the Termination Date, subject to
  adjustment in accordance with the Modified Following Business Day Convention
  and there will be an adjustment to the Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Fixed
  Rate:

  	
   

  	
  2.73000
  percent 

  
	
   

  	
   

  	
   

  
	
  Fixed Rate Day Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Business
  Days:

  	
   

  	
  New
  York,

  London

  
	
   

  	
   

  	
   

  
	
  Floating
  Amounts:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Payer:

  	
   

  	
  JPMorgan

  
	
   

  	
   

  	
   

  
	
  Floating Rate Payer Payment Dates:

  	
   

  	
  The
  28 July, 28 October, 28 January and 28 April in each year, from and
  including 28 July 2008 to and including the Termination Date, subject to
  adjustment in accordance with the Modified Following Business Day Convention
  and there will be an adjustment to the Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate for initial Calculation Period:

  	
   

  	
  To
  be determined

  



 

















 


	
  Floating
  Rate Option:

  	
   

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  	
   

  
	
  Designated
  Maturity:

  	
   

  	
  3
  Month

  
	
   

  	
   

  	
   

  
	
  Spread:

  	
   

  	
  None

  
	
   

  	
   

  	
   

  
	
  Floating
  Rate Day Count Fraction:

  	
   

  	
  Actual/360

  
	
   

  	
   

  	
   

  
	
  Reset
  Dates:

  	
   

  	
  The
  first day of each Calculation Period.

  
	
   

  	
   

  	
   

  
	
  Compounding:

  	
   

  	
  Inapplicable

  
	
   

  	
   

  	
   

  
	
  Business
  Days:

  	
   

  	
  New
  York,

  London

  
	
   

  	
   

  	
   

  
	
  Calculation
  Agent:

  	
   

  	
  JPMorgan,
  unless otherwise stated in the Agreement.

  
	
   

  	
   

  	
   

  
	
  B. ACCOUNT DETAILS

  	
   

  	
   

  
	
  Payments to JPMorgan in USD:

  	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
  JPMORGAN
  CHASE BANK, NATIONAL 

  
	
   

  	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
  BIC:
  CHASUS33XXX

  
	
   

  	
   

  	
  AC
  No: 099997979

  
	
   

  	
   

  	
   

  
	
  Payments
  to Counterparty in USD:

  	
   

  	
  As
  per your standard settlement instructions.

  
	
   

  	
   

  	
   

  
	
  C. OFFICES

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  JPMorgan:

  	
   

  	
  NEW
  YORK

  
	
   

  	
   

  	
   

  
	
  Counterparty:

  	
   

  	
  BLOOMFIELD
  HILLS

  



 


D. GOVERNING LAW


 


The
laws of the State of New York provided, however, that upon execution of the
Master Agreement, this Confirmation shall be governed by the law governing such
Master Agreement.


 


E. DOCUMENTS
TO BE DELIVERED


 


Each
party shall deliver to the other, at the time of its execution of this
Confirmation, evidence of the incumbency and specimen signature of the person(s) executing
this Confirmation, unless such evidence has been previously supplied and
remains true and in effect.


 


F. RELATIONSHIP
BETWEEN PARTIES


 


Each
party will be deemed to represent to the other party on the date on which it
enters into a Transaction that (absent a written agreement between the parties
that expressly imposes affirmative obligations to the contrary for that
Transaction):


 

















 


(a)  Non-Reliance. It  is acting  for its own account, and it has
made its own independent decisions to enter in to that Transaction and as to
whether that Transaction is appropriate or proper for it based upon its own
judgment and upon advice from such advisers as it has deemed necessary. It is
not relying on any communication (written or oral) of the other party as
investment advice or as a recommendation to enter into that Transaction; it
being understood that information and explanations related to the terms and
conditions of a Transaction shall not be considered investment advice or a recommendation
to enter into that Transaction. No communication (written or oral) received
from the other party shall be deemed to be an assurance or guarantee as to the
expected results of that Transaction.


 


(b)  Assessment and
Understanding. It is capable
of assessing the merits of and understanding (on its own behalf or through independent
professional advice), and understands and accepts, the terms, conditions and
risks of that Transaction. It is capable of assuming, and assumes the risks of
that Transaction.


 


(c)  Status of Parties. The other party is not acting as a fiduciary
for or an adviser to it in respect of that Transaction.


 

















 


Please
confirm that the foregoing correctly sets forth the terms of our agreement by
executing a copy of this Confirmation and returning it to us or by sending to
us a letter, telex or facsimile substantially similar to this letter, which
letter, telex or facsimile sets forth the material terms of the Transaction to
which this Confirmation relates and indicates agreement to those terms. When
referring to this Confirmation, please indicate: JPMorgan Deal Number(s):
6900058550529 / 00135044410


 


 


JPMorgan
Chase Bank, N.A.


 


 


	
  /s/
  Carmine Pilla

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Carmine
  Pilla

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  



 


 


Accepted
and confirmed as of the date 

first written:


TRIMAS
COMPANY LLC


 


 


	
  /s/
  Robert J. Zalupski

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Robert J. Zalupski

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  VP Finance and Treasurer

  	
   

  
	
   

  	
   

  	
   

  
	
  Your reference number: