Exhibit 10.47


 





 


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.


 


This Confirmation
supplements, forms part of, and is subject to, the ISDA Master Agreement dated
as of 20 January 2009, as amended and supplemented from time to time (the “Agreement”),
between JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and TRIMAS COMPANY LLC (the “Counterparty”).
All provisions contained in the Agreement govern this Confirmation except as
expressly modified below.


 


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


 


A. TRANSACTION DETAILS


 


	
  JPMorgan Deal
  Number(s):

  	
  6900122263546 /
  00175067753 

  
	
   

  	
   

  
	
  Notional Amount: 

  	
  USD 75,000,000.00

  
	
   

  	
   

  
	
  Trade Date:

  	
  22 January 2009

  
	
   

  	
   

  
	
  Effective Date:

  	
  28 January 2009

  
	
   

  	
   

  
	
  Termination Date:

  	
  28 January 2011
  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 February, 28
  March, 28 April, 28 May, 28 June, 28 July, 28 August, 28 September, 28
  October, 28 November, 28 December and 28 January in each year, from and
  including 28 February 2009 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:

  	
  1.39000 percent

  
	
   

  	
   

  
	
  Fixed Rate Day Count
  Fraction: 

  	
  Actual/360

  
	
   

  	
   

  
	
  Business Days:

  	
  London, New York

  
	
   

  	
   

  
	
  Floating Amounts:

  	
   

  
	
   

  	
   

  
	
  Floating Rate Payer:

  	
  JPMorgan

  
	
   

  	
   

  
	
  Floating Rate Payer
  Payment Dates:

  	
  The 28 February, 28
  March, 28 April, 28 May, 28 June, 28 July, 28 August, 28 September, 28
  October, 28 November, 28 December and 28 January in each year, from
  and including 28 February 2009 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.

  



 


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  Floating Rate for
  initial Calculation Period:

  	
  To be determined

  
	
   

  	
   

  
	
  Floating Rate Option:

  	
  USD-LIBOR-BBA

  
	
   

  	
   

  
	
  Designated Maturity:

  	
  1 Month

  
	
   

  	
   

  
	
  Spread:

  	
  None

  
	
   

  	
   

  
	
  Floating Rate Day Count
  Fraction:

  	
  Actual/360

  
	
   

  	
   

  
	
  Reset Dates:

  	
  The first day of each
  Calculation Period.

  
	
   

  	
   

  
	
  Compounding:

  	
  Inapplicable

  
	
   

  	
   

  
	
  Business Days:

  	
  London, New York

  
	
   

  	
   

  
	
  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.  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.


 


E.  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 into
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


 


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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): 6900122263546 /
00175067753


 


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:

  	
   

  	
   

  
				



 


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  Client
  Service Group

  	
   

  
	
  All
  queries regarding confirmations should be sent to:

  	
   

  
	
   

  	
   

  
	
  JPMorgan
  Chase Bank, N.A.

  	
   

  
	
   

  	
   

  
	
  Contacts

  	
   

  
	
  JPMorgan
  Contact

  	
  Telephone
  Number

  	
   

  
	
   

  	
   

  	
   

  
	
  Client
  Service Group

  	
  (001 )
  3026344960

  	
   

  
	
   

  	
   

  	
   

  
	
  Group
  E-mail address:

  	
   

  
	
  Facsimile:

  	
  (001 )
  888 803 3606

  	
   

  
	
  Telex:

  	
   

  
	
  Cable:

  	
   

  



 


Please
quote the JPMorgan deal number(s): 6900122263546 / 00175067753.


 


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