Exhibit 10.2


 


EXECUTION COPY


TSPC, Inc.


Hughes Center, Suite 460


3993 Howard Hughes Parkway


Las Vegas, NV 89109


 


February 13, 2009


JPMorgan Chase Bank, N.A.


as Administrative Agent


10 South Dearborn, Mail Suite IL1-1729


Chicago, Illinois 60603


 


Re:          TriMas Receivables
Facility Third 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, February 22, 2008 and February 13, 2009
(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) 0.50%, 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, of the CP Conduit Purchasers, 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) 4.50%.


 


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) 2.25%.


 


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.


 


3.                                       Miscellaneous.


 


(a)  This letter agreement is the Fee Letter specified in the
Receivables Transfer Agreement, amends and restates in its entirety that
certain Second Amended and Restated Fee Letter dated February 22, 2008,
among the Transferor, the Administrative Agent, and Park Avenue Receivables
Company LLC (the “Second 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.


 

















 


(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.


 

















 


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 and Treasurer

  



 

















 


	
  Accepted and agreed as of the

  	
   

  
	
  date first above written:

  	
   

  
	
   

  	
   

  
	
  JPMorganChase Bank, N.A.,

  	
   

  
	
  as Administrative Agent

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by: 

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
  Name: John M. Kuhns

  	
   

  
	
   

  	
  Title: Executive Director

  	
   

  
	
   

  	
   

  
	
  Park Avenue Receivables Company LLC

  	
   

  
	
   

  	
   

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

  	
   

  
	
   

  	
   

  
	
  by: 

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
  Name: John M. Kuhns

  	
   

  
	
   

  	
  Title: Executive Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.,

  	
   

  
	
  as Committed Purchaser for Park Avenue Receivables Company LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
  by: 

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
  Name: John M. Kuhns

  	
   

  
	
   

  	
  Title: Executive Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  JPMorgan Chase Bank, N.A.,

  	
   

  
	
  as Funding Agent for Park Avenue Receivables Company LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  by: 

  	
  /s/ John M. Kuhns

  	
   

  
	
   

  	
  Name: John M. Kuhns

  	
   

  
	
   

  	
  Title: Executive Director