Exhibit 10.3


 


EXECUTION COPY


 


AMENDMENT
NO. 1 dated as of February 13, 2009 (this “Amendment”) to the
Receivables Purchase Agreement dated as of June 6, 2002 (as amended or
modified and in effect from time to time, the “Agreement”), by and among
 TRIMAS CORPORATION, a Delaware corporation (“TriMas”),
COMPAC CORPORATION, DEW TECHNOLOGIES, INC., HI-VOL PRODUCTS LLC, KEO CUTTERS,
INC., and RICHARDS MICRO-TOOL, INC., as exiting sellers, (each, individually,
an “Exiting Seller” and collectively, the “Exiting Sellers”),
ARROW ENGINE COMPANY, CEQUENT PERFORMANCE PRODUCTS, INC., LAMONS GASKET
COMPANY, MONOGRAM AEROSPACE FASTENERS, INC., NORRIS CYLINDER COMPANY, RIEKE
CORPORATION, and RIEKE LEASING CO., INCORPORATED, as remaining sellers, (each,
individually, a “Remaining Seller” and collectively, the “Remaining
Sellers”, together with the Exiting Sellers, the “Sellers”), and
TSPC, INC., a Nevada corporation, as purchaser (in such capacity, the “Purchaser”).


 


In consideration of the mutual agreements
herein contained and other good and valuable consideration, the sufficiency and
receipt of which are hereby acknowledged, the parties hereto hereby agree as
follows:


 


SECTION 1.  Defined Terms.  Capitalized terms used but not otherwise
defined herein will have the meanings set forth in the Agreement.


 


SECTION 2.        Amendments
to the Agreement.


 


(a)           Section 2.01(d) of
the Agreement is hereby amended in its entirety to read as follows:


 


(d)  It is the express intent of the Sellers
(including TriMas) and the Purchaser that the conveyance of the Receivables by
the Sellers to the Purchaser pursuant to this Agreement be construed as a sale
of such Receivables by the Sellers to the Purchaser.  Further, it is not the intention of the
Sellers and the Purchaser that such conveyance be deemed a grant of a security
interest in the Receivables by the Sellers to the Purchaser to secure a debt or
other obligation of the Sellers.  Except
under the limited circumstances described in Sections 5.01(q), 6.01 and 6.02
hereof, the Sellers shall have no right or obligation hereunder to repurchase
or otherwise reacquire any such Receivables. 
Except as otherwise provided in Sections 5.01(q), 6.01 and 6.02 hereof,
each sale of Receivables by the Sellers hereunder is made without recourse of
any kind.  However, in the event that,
notwithstanding the intent of the parties, the Receivables are construed to
constitute property of the Sellers, then (i) this Agreement shall be
deemed to be, and hereby is declared to be, a security agreement within the meaning
of the Relevant UCC; and (ii) the conveyances by each of the Sellers
provided for in this Agreement shall be deemed to be, and each of the Sellers
hereby grants to the Purchaser, a security


 

















 


interest in, to and under all of such Seller’s right, title and
interest in, to and under the Receivables outstanding on the Initial
Incremental Transfer Date and thereafter owned by such Seller, together with
all Related Security and Collections with respect thereto and all Proceeds of
the foregoing, whether now owned or hereafter acquired and wherever located, to
secure the rights of the Purchaser set forth in this Agreement or as may be
determined in connection therewith by applicable law.  Further, in the event that, notwithstanding
the intent of the parties, the Receivables are construed to constitute property
of the Sellers, the Seller and the Purchaser represent and warrants as to
itself that each remittance of Collections by the Seller to the Purchaser
hereunder will have been (i) in payment of a debt incurred by the Seller
in the ordinary course of business or financial affairs of the Seller and the
Purchaser and (ii) made in the ordinary course of business or financial
affairs of the Seller and Purchaser.  The
Sellers and the Purchaser shall, to the extent consistent with this Agreement,
take such actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Receivables, such security interest
would be deemed to be a perfected security interest in favor of the Purchaser
under applicable law and will be maintained as such throughout the term of this
Agreement.


 


(b)           Section 9.13
of the Agreement is hereby amended in its entirety to read as follows:


 


Addition of Sellers.  Subject to
the terms and conditions hereof, from time to time one or more wholly-owned
direct or indirect Subsidiaries of TriMas may become additional Seller parties
hereto.  If any such Subsidiary wishes to
become an additional Seller, TriMas shall submit a request to such effect in
writing to the Purchaser, the Administrative Agent and the Funding Agents.  The Administrative Agent and the Funding
Agents may, in their sole discretion, withhold their consent to such Subsidiary
becoming an additional Seller.  If
TriMas, the Purchaser, the Administrative Agent, and each Funding Agent shall
have agreed to any such request, such wholly-owned Subsidiary shall become an
additional Seller party hereto on the related Seller Addition Date upon
satisfaction of the conditions set forth in Section 7.02.


 


(c)           Schedule
I of the Agreement is hereby deleted and replaced in its entirety with Annex I
hereto.


 


SECTION 3.  Termination of Sellers.  (a) The parties hereto agree that each
of the Exiting Sellers shall cease to be a Seller as of the Effective Date (as
defined below), and each of the Exiting Sellers shall be released as parties to
the Agreement.  Subject to the terms and
provisions of Section 8.03 of the Agreement and of the Receivable Transfer
Agreement, on the Effective Date each Exiting Seller shall cease selling, and
the Purchaser shall cease buying, Receivables and Related Security from such
Exiting Seller and a Purchase Termination Date shall be deemed to have
occurred, but only with respect to such Exiting Sellers and the Exiting


 


2

















 


Seller shall have no
further obligation under any Transaction Document, other than pursuant to
Sections 5.01(q), 6.01 and 6.02 of the Agreement, with respect to Receivables
previously sold by it to the Purchaser.


 


(b) The parties
hereto, hereby agree that (i) the Agreement shall remain in full force and
effect in all respects except as described in clause (a) above and (ii) the
release described in clause (a) above shall not release any Seller (other
than the Exiting Sellers) from any of its obligations under the Agreement.


 


SECTION 4.  Representations and Warranties.  Each Seller represents and warrants to the
Purchaser that the representations and warranties of such Seller set forth in
the Agreement are true and correct in all material respects, in each case on
and as of the date hereof, except to the extent such representations and
warranties expressly relate to an earlier date (in which case such
representations and warranties shall be true and correct in all material
respect as of such earlier date).


 


SECTION 5.  Governing Law.  This Amendment shall be governed by, and
construed in accordance with the laws of the State of New York.


 


SECTION 6.  Counterparts. 
This Amendment may be executed in counterparts, each of which will be an
original, but all of which together will constitute a single agreement.


 


SECTION 7.  Agreement in Full Force and Effect.  Except as expressly amended hereby, the
Agreement will continue in full force and effect in accordance with the
provisions thereof as in existence on the date hereof.  After the date of the effectiveness hereof,
any reference to the Agreement will mean the Agreement as amended by this
Amendment.


 


SECTION 8.  Conditions to Effectiveness.  This Amendment shall be effective on the date
on which each of the following conditions shall have been satisfied (the “Effective
Date”):


 


(a)           this
Amendment shall have been executed and delivered by the parties hereto;


 


(b)           the
Third Amended and Restated Fee Letter, dated as of the date hereof (the “Fee
Letter”), among the Transferor, the Administrative Agent and Park Avenue
Receivables Company, LLC, shall have been duly executed by each person that is
to be a party thereto and shall be in full force and effect; and


 


(c)           the
Purchaser shall have received such other documents, instruments and
certificates as the Administrative Agent or any Funding Agent shall reasonably
request.


 


[Remainder of this
page intentionally left blank]


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the date hereof.


 


	
   

  	
  TRIMAS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua H.
  Sherbin

  
	
   

  	
   

  	
  Name: Joshua H.
  Sherbin

  
	
   

  	
   

  	
  Title: Vice
  President & Secretary

  
	
   

  	
   

  
	
   

  	
  As Sellers:

  
	
   

  	
   

  
	
   

  	
  Arrow Engine Company

  
	
   

  	
  Cequent Performance
  Products, Inc.

  
	
   

  	
  Compac Corporation

  
	
   

  	
  Dew
  Technologies, Inc.

  
	
   

  	
  Hi-Vol Products LLC

  
	
   

  	
  Keo Cutters, Inc.

  
	
   

  	
  Lamons Gasket Company

  
	
   

  	
  Monogram Aerospace
  Fasteners, Inc.

  
	
   

  	
  Norris Cylinder Company

  
	
   

  	
  Richards
  Micro-Tool, Inc.

  
	
   

  	
  Rieke Corporation

  
	
   

  	
  Rieke Leasing Co.,
  Incorporated

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J.
  Zalupski

  
	
   

  	
   

  	
  Name: Robert J.
  Zalupski

  
	
   

  	
   

  	
  Title: Vice
  President & Treasurer

  
	
   

  	
   

  
	
   

  	
  As Purchaser:

  
	
   

  	
   

  
	
   

  	
  TSPC, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  A. Mark Zeffiro

  
	
   

  	
   

  	
  Name:
  A. Mark Zeffiro

  
	
   

  	
   

  	
  Title:
  Vice President

  



 

















 


	
  Acknowledged and agreed as

  	
   

  
	
  of the date first above
  written:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  JPMORGAN CHASE BANK, as Administrative Agent

  	
   

  
	
  for the benefit of the CP Conduit Purchasers,

  	
   

  
	
  the Funding Agents and the Committed Purchasers

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ John M.
  Kuhns

  	
   

  
	
   

  	
  Name: John M. Kuhns

  	
   

  
	
   

  	
  Title: Executive
  Director

  	
   

  



 

















 


ANNEX I


 


[See attached]


 

















 


SCHEDULE I TO

RECEIVABLES PURCHASE AGREEMENT


 


Location
of Each Seller’s Chief Executive Office


 


	
  Corporate Name

  	
   

  	
  Address of Chief Executive Office

  	
   

  	
  County

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Arrow Engine Company

  	
   

  	
  2301 E. Independence, Tulsa, OK 74110

  	
   

  	
  Tulsa

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cequent Performance Products, Inc.

  	
   

  	
  47774 Anchor Court West, Plymouth, MI 48170

  	
   

  	
  Wayne

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Lamons Gasket Company

  	
   

  	
  7300 Airport Boulevard, Houston, TX 77061

  	
   

  	
  Fort Bend

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Monogram Aerospace Fasteners, Inc.

  	
   

  	
  3423 S. Garfield Ave., City of Commerce, CA
  90040

  	
   

  	
  Los Angeles

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Norris Cylinder Company

  	
   

  	
  1535 FM 1845 S., P.O. Box 7486,
  Longview, TX 75603

  	
   

  	
  Gregg

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rieke Corporation

  	
   

  	
  500 W. Seventh St., Auburn, IN 46706

  	
   

  	
  De Kalb

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rieke Leasing Co., Incorporated

  	
   

  	
  500 W. Seventh St., Auburn, IN 46706

  	
   

  	
  De Kalb