TRS-03312012-Exh10.2






Exhibit 10.2
 
 
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):
	2000005203415

	 
	 

	Notional Amount:
	USD 100,000,000.00

	 
	 

	Trade Date:
	 20 March 2012

	 
	 

	Effective Date:
	23 April 2012

	 
	 

	Termination Date:
	23 June 2016 subject to adjustment in accordance with the Modified Following Business Day Convention.

	 
	 

	Fixed Amounts:
	 

	 
	 

	Fixed Rate Payer:
	Counterparty

	 
	 

	Fixed Rate Payer Payment Dates:
	The 23 July, 23 October, 23 January and 23 April in each year,  from and including 23 July 2012 to and including 23 April 2016 and 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:
	1.80000 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 23 July, 23 October, 23 January and 23 April in each year,  from and including 23 July 2012 to and including 23 April 2016 and 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 Option:
	USD-LIBOR-BBA                                                           provided, however, that if, in respect of any Calculation Period, the Floating Rate is less than 1.25000 percent,







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	the Floating Rate in respect of that Calculation Period shall be deemed to equal 1.25000 percent

	 
	 

	Designated Maturity:
	3 Month, except for the final Calculation Period to which Linear Interpolation shall apply

	 
	 

	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.
BIC:CHASUS33XXX
A/C No.: 099997979
JPMORGAN CHASE BK NATL ASSOC, NEW YORK        
BIC: CHASUS33XXX

	 
	 

	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): 2000005203415
 
JPMorgan Chase Bank, N.A.
 
 
	
			
	/s/ Carmine Pilla
	 

	 
	 
	 

	Name:
	Carmine Pilla
	 

	 
	 
	 

	Title:
	Executive Director
	 




 
 
Accepted and confirmed as of the date 
first written:
TRIMAS COMPANY LLC
 
 
	
				
	/s/ Robert J. Zalupski
	 

	 
	 
	 

	Name:
	Robert J. Zalupski
	 

	 
	 
	 

	Title:
	VP Finance + Treasurer
	 

	 
	 
	 

	Your reference number:
	N/A
	 

	 
	 
	 
	 




 



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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
	 
	 

	 
	 
	 

	Group E-mail address:
	 

	Facsimile:
	(001 ) 888 803 3606
	 

	Telex:
	 

	Cable:
	 




 
Please quote the JPMorgan deal number(s): 2000005203415.
 







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