Exhibit 10.12


 


TSPC, Inc.


Hughes Center, Suite 460


3993 Howard Hughes Parkway


Las Vegas, NV 89109


 


February 22, 2008


 


JPMorgan
Chase Bank, N.A.


as
Administrative Agent


10
South Dearborn, Mail Suite IL1-1729


Chicago,
Illinois 60603


 


J.P.
Morgan Securities Inc.


10
South Dearborn, Mail Suite IL1-1729


Chicago,
Illinois 60603


 


Re:          TriMas Receivables Facility Second
Amended and Restated Fee Letter


 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Receivables Transfer Agreement, dated as of June 6,
2002, as amended as of June 3, 2005, July 5, 2005, December 31,
2007 and February 22, 2008 (as amended, supplemented or otherwise modified
and in effect from time to time, the “Receivables Transfer Agreement”),
by and among TSPC, Inc., a Nevada corporation (the “Transferor”),
TriMas Corporation, a Delaware corporation, individually (the “Parent”),
as collection agent (in such capacity, the “Collection Agent”) and
TriMas Company, LLC, a Delaware limited liability company (“TriMas LLC”),
as guarantor under the Limited Guaranty set forth in Article IX thereto
(in such capacity, the “Guarantor”), 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 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
Agent” with respect to the CP Conduit Purchasers and Committed Purchasers)
and JPMorgan Chase Bank, N.A., f/k/a JPMorgan Chase Bank, as Administrative
Agent (in such capacity, the “Administrative Agent”) for the benefit of
the CP Conduit Purchasers and the Committed Purchasers.  Capitalized terms used herein and not
otherwise defined have the meanings assigned to such terms in the Receivables
Transfer Agreement.


 


 

















 


In
connection with the transactions contemplated by the Receivables Transfer
Agreement and the other Transaction Documents, the parties hereto hereby agree
as follows:


 


1.             Program Fee


 


Upfront
Fee - On the date hereof, the Transferor hereby agrees to pay to the
Administrative Agent, for the benefit of each Committed Purchaser, a one time
fee, in an aggregate amount equal to the product of (a) 0.15%, and (b) the
total of the Commitments of the Committed Purchasers.


 


Used
Fee - From the date hereof up to the occurrence of a Termination Date the
Transferor hereby agrees to pay to the Administrative Agent, for the benefit of
the CP Conduit Purchasers, a used fee for each Settlement Period payable on
each Settlement Date (or if such day is not a Business Day, the next succeeding
Business Day), in an amount equal to the product of (a) the average daily
Net Investment during the related Settlement Period, computed on the basis of
the actual number of days elapsed in such Settlement Period in a year of 360
days, and (b) 1.05%.


 


Unused
Fee - From the date hereof up to the occurrence of a Termination Date, the
Transferor hereby agrees to pay to the Administrative Agent, for the benefit of
the CP Conduit Purchasers or the Committed Purchasers, as applicable, an unused
fee for each Settlement Period payable on each Settlement Date (or if such day
is not a Business Day, the next succeeding Business Day), in an amount equal to
the product of (a) the difference between (i) the average daily
Aggregate Commitment and (ii) the average daily Net Investment during the
related Settlement Period, computed on the basis of the actual number of days
elapsed in such Settlement Period in a year of 360 days, and (b) 0.50%.


 


2.             Payment or Reimbursement of
Miscellaneous Expenses.


 


The
Transferor hereby agrees to pay (or to reimburse the Administrative Agent, any
CP Conduit Purchaser, any Committed Purchaser or any Funding Agent if the
Administrative Agent, such CP Conduit Purchaser, such Committed Purchaser or
such Funding Agent has previously paid) all expenses (including, without
limitation, reasonable attorneys’, accountants’, rating agencies’ and other
third parties’ fees and expenses, any filing fees and expenses incurred by
officers or employees of the Administrative Agent, the CP Conduit Purchasers,
the Committed Purchasers and/or the Funding Agents) incurred by or on behalf of
the Administrative Agent, the CP Conduit Purchasers, the Committed Purchasers
and the Funding Agents.


 


 


 


2

















 


3.             Miscellaneous.


 


                (a)  This letter agreement
is the Fee Letter specified in the Receivables Transfer Agreement, amends and
restates in its entirety that certain Amended and Restated Fee Letter dated July 1,
2005, among the Transferor, the Administrative Agent, J.P. Morgan Securities
Inc. and Park Avenue Receivables Company LLC (the “Amended and Restated Fee
Letter”), and shall be entitled to all of the rights and the benefits, and
subject to all of the limitations and restrictions of, the Receivables Transfer
Agreement as is such rights, benefits, limitations and restrictions were set
forth herein in their entirety. 
Notwithstanding the foregoing, the Used Fee and the Unused Fee as
defined in and due and owing under the Amended and Restated Fee Letter for the
Settlement Period ending February 29, 2008, shall survive the termination
of the Amended and Restated Fee Letter and shall be due and owing hereunder on
the March 2008 Settlement Date.


 


                (b)  This letter agreement
may be executed in any number of counterparts, each of which, taken together,
shall constitute one and the same agreement.


 


                (c)  No amendment,
modification or waiver of any provision of this letter agreement shall be
effective without the written agreement of each of the parties hereto.  Any waiver or consent shall be effective only
in the specific instance and for the specified purpose for which given.


 


                (d)  This letter agreement
shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


 


 


 


3

















 


 


If
you are in agreement with the foregoing, kindly indicate your consent in the
space provided below.


 


	
   

  	
  TSPC, Inc.

  
	
   

  	
  as Transferor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  by:

  	
  /s/ Robert J. Zalupski

  
	
   

  	
   

  	
  Name:

  	
  Robert J. Zalupski

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Treasurer

  



 


 


 


 


4

















 


 


	
  Accepted and agreed as of the

  
	
  date first above written:

  
	
   

  
	
  JPMorganChase Bank, N.A.,

  
	
  as Administrative Agent

  
	
   

  
	
  by:

  	
  /s/ Cathleen D.
  Dettling

  	
   

  
	
   

  	
  Name:

  	
  Cathleen D. Dettling

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


	
  J.P. Morgan Securities Inc.

  
	
   

  
	
   

  
	
  by:

  	
  /s/ Sherri Gerner

  	
   

  
	
   

  	
  Name:

  	
  Sherri Gerner

  
	
   

  	
  Title:

  	
  Executive Director

  
				



 


	
  Park Avenue Receivables Company LLC

  
	
   

  
	
  by:

  	
  JPMorgan Chase Bank, N.A., its Attorney-In-Fact

  
	
   

  
	
  by:

  	
  /s/ Cathleen D. Dettling

  	
   

  
	
   

  	
  Name:

  	
  Cathleen D. Dettling

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


	
  JPMorgan Chase Bank, N.A.,

  
	
  as Committed Purchaser for Park Avenue Receivables
  Company LLC

  
	
   

  
	
   

  
	
  by:

  	
  /s/ Cathleen D. Dettling

  	
   

  
	
   

  	
  Name:

  	
  Cathleen D. Dettling

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


	
  JPMorgan Chase Bank, N.A.,

  
	
  as Funding Agent for Park Avenue Receivables Company
  LLC

  
	
   

  
	
   

  
	
  by:

  	
  /s/ Cathleen D. Dettling

  	
   

  
	
   

  	
  Name:

  	
  Cathleen D. Dettling

  
	
   

  	
  Title:

  	
  Vice President

  
				



 


 


 


 


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