Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT
NO. 5 dated as of February 13, 2009 (this “Amendment”) to the
Receivables Transfer Agreement dated as of June 6, 2002, as amended June 3,
2005, July 5, 2005, December 31, 2007, and February 22, 2008 (as
amended or modified and in effect from time to time, the “Agreement”),
by and among TSPC, INC., as Transferor (the “Transferor”), TRIMAS
CORPORATION, individually, as Collection Agent, TRIMAS COMPANY, LLC, individually, as
Guarantor under the Limited Guaranty set forth in Article IX thereto, 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 as “Committed
Purchasers” and their respective permitted successors and assigns (the “Committed
Purchasers”), the agent bank of each CP Conduit Purchaser and Committed
Purchaser on Schedule B thereto and its permitted successor and assign (the “Funding
Agents”), and JPMORGAN CHASE BANK, N.A., f/k/a JPMorgan Chase Bank, as
Administrative Agent for the benefit of the CP Conduit Purchasers, the
Committed Purchasers and the Funding Agents (the “Administrative Agent”).


 


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.  The parties hereto agree that this Amendment
shall constitute a Transaction Document for all purposes of the Agreement.


 


SECTION 2.  Amendments to Agreement.


 


(a)           The
definition of “Applicable Margin” set forth in Schedule A to the Agreement is
hereby amended and restated in its entirety to read as follows:


 


“Applicable Margin” shall mean 6.50%.


 


(b)           The definition of “Commitment Expiry Date” set
forth in Schedule A to the Agreement is hereby amended by deleting “February 20,
2009” and inserting in place thereof “February 12, 2010”.


 


(c)           The
definition of “Base Rate” set forth in Schedule A to the Agreement is hereby
amended in its entirety to read as follows:


 


“Base Rate” or “BR” shall mean, for any date of
determination, a rate per annum equal to the greatest of (i) the prime
rate of interest announced by the Administrative Agent from time to time,
changing when and as said prime rate changes (such rate not necessarily being
the lowest or best rate charged by the Administrative Agent), (ii) the sum
of (a) 1.50% and (b) the


 

















 


Federal Funds Rate for such date and (iii) the
sum of (a) the Applicable Margin and (b) the Eurodollar Rate.


 


(d)           The
definition of “Concentration Factor” set forth in Schedule A to the Agreement is
hereby amended and restated in its entirety to read as follows:


 


“Concentration Factor” shall mean, as of any
date of determination, with respect to any Designated Obligor a percentage
equal to the following:


 


(i) with
respect to Receivables of any Obligor with short-term or long-term ratings of
at least A-1 or A by S&P, respectively, and at least P-1 or A2 by Moody’s,
respectively, 8.0%;


 


(ii) 
with respect to Receivables of any Obligor with short-term or long-term ratings
of at least A-2 or BBB by S&P, respectively, and at least P-2 or Baa2 by
Moody’s, respectively, 4.0% (and not qualified under clause (i) above);


 


(iii) with
respect to Receivables of any Obligor with short-term or long-term ratings at
or below A-3 or BBB- by S&P, respectively, and at or below P-3 or Baa3 by
Moody’s, respectively, 2.4% (and not qualified under clause (i) or (ii) above);
and


 


(iv) with respect to
Receivables of any Obligor with no short-term or long-term ratings by S&P
and Moody’s, 2.4%


 


The Concentration Factor for Obligors with split
ratings shall be determined based upon the lower of the two ratings.


 


(e)           The
definition of “Dilution Horizon Ratio” set forth in Schedule A to the Agreement
is hereby amended and restated in its entirety to read as follows:


 


“Dilution Horizon Ratio”
shall mean, on any day, a number equal to a fraction, the numerator of which is
the aggregate balance of all Receivables which arose during the three (3) Settlement
Periods then most recently ended and the denominator of which is the Net
Receivables Balance as of the end of the preceding Settlement Period.


 


(f)            The
definition of “Dilution Reserve Ratio” set forth in Schedule A to the Agreement
is hereby amended by deleting “C = 2.0” and inserting in place thereof “C = 2.5”.


 


(g)           The
definition of “Loss and Dilution Reserve Ratio” set forth in Schedule A to the
Agreement is hereby amended and restated in its entirety to read as follows:


 


“Loss and Dilution Reserve Ratio”
shall mean, on any day, without duplication, the sum of the Loss Reserve Ratio,
the Dilution Reserve Ratio and the Supplemental Audit Reserve.


 


(h)           The
definition of “Loss Reserve Ratio” set forth in Schedule A to the Agreement is
hereby amended deleting the number “2” and inserting in place thereof “2.5”.


 

















 


(i)            The
following definitions are hereby added to the Agreement in appropriate
alphabetical order:


 


“Accounting Based Consolidation Event” means the consolidation,
for financial and/or regulatory accounting purposes, of all or any portion of
the assets and liabilities of the CP Conduit Purchasers that are subject to
this Agreement or any other Transaction Document with all or any portion of the
assets and liabilities of an Affected Entity. 
An Accounting Based Consolidation Event shall be deemed to occur on the
date that any such consolidation of the assets and liabilities of the CP
Conduit Purchasers shall occur as acknowledged in writing by any Affected
Entity.


 


“Affected Entity” means (i) any CP Conduit Purchaser or
Committed Purchaser, (ii) any insurance company, bank or other funding
entity providing liquidity, credit enhancement or back-up purchase support or
facilities to the CP Conduit Purchasers, (iii) any agent, administrator or
manager of the CP Conduit Purchasers, or (iv) any bank holding company in
respect of any of the foregoing.


 


“Delinquency Ratio” shall mean, on any day, a
fraction, the numerator of which is the aggregate amount of Delinquent
Receivables as of the end of the preceding Settlement Period and the
denominator of which is the Outstanding Balance of all Receivables.


 


“Supplemental Audit” shall have the
meaning specified in Section 5.01(d) of the Receivables Transfer
Agreement.


 


“Supplemental Audit Date” shall mean August 31, 2009.


 


“Supplemental Audit Reserve” shall
mean (i) prior to the date of the completion of the Supplemental Audit,
0.0% and (ii) from and after the date of the completion of the
Supplemental Audit, up to 10.0%, provided, however; the Administrative Agent, in its sole
discretion, may, by written notice to the Transferor decrease the Supplemental
Audit Reserve.  The Supplemental Audit
Reserve shall not be duplicative of other reserves or eligibility criteria that
are otherwise addressed or excluded through such other reserves or eligibility
criteria.


 


(j)            Section 2.02(a) of
the Receivables Transfer Agreement is hereby amended by amending and restating
the third sentence of the second paragraph thereof to read as follows:


 


“Each Incremental Transfer shall be subject to the
condition precedent that the Collection Agent shall have delivered to the
Administrative Agent, in form and substance satisfactory to the Administrative
Agent, a Deposit Report dated within one (1) Business Day prior to the
desired date of such Incremental Transfer, together with such other additional
information as the Administrative Agent may reasonably request.”


 


(k)           Section 2.12(a) of
the Agreement is hereby amended and restated in its entirety to read as
follows:


 

















 


“(a)  Deposit Report.  The Collection Agent shall deliver to the
Administrative Agent and the Transferor, no later than 4:00 p.m., New York
City time, on each Business Day a written report substantially in the form
attached hereto as Exhibit D-1 (the “Deposit Report”) setting forth
total Collections received and Receivables Originated on the previous Business
Day, Eligible Receivables balance as of the close of business on the previous
Business Day, and such other information as the Administrative Agent may
reasonably request.  The Deposit Report
and such daily report may be delivered in an electronic format mutually agreed
upon by the Collection Agent and each Funding Agent, or pending such agreement,
by facsimile.”


 


(l)            Section 2.23(d) of
the Agreement is hereby amended and restated in its entirety to read as
follows:


 


“(d)  If the Transferor is required to pay any
additional amount to any Committed Purchaser pursuant to Sections 2.21, 2.22,
or 2.26, then such Committed Purchaser shall use reasonable efforts (which
shall not require such Committed Purchaser to incur an unreimbursed loss or
unreimbursed cost or expense or otherwise take any action inconsistent with its
internal policies or legal or regulatory restrictions or suffer any
disadvantage or burden reasonably deemed by it to be significant) (A) to
file any certificate or document reasonably requested in writing by the
Transferor or (B) to assign its rights and delegate and transfer its
obligations hereunder to another of its offices, branches or affiliates, if
such filing or assignment would reduce amounts payable pursuant to Sections
2.21, 2.22, or 2.26, as the case may be, in the future.”


 


(m)          Article II
of the Agreement is hereby amended by inserting the following new Section 2.26:


 


“SECTION 2.26     Accounting
Based Consolidation Event.  (a) 
If an Accounting Based Consolidation Event shall at any time occur then, upon
demand by the Administrative Agent, Transferor shall pay to the Administrative
Agent, for the benefit of the relevant Affected Entity, such amounts as such
Affected Entity reasonably determines will compensate or reimburse such
Affected Entity for any resulting (i) fee, expense or increased cost
charged to, incurred or otherwise suffered by such Affected Entity, (ii) reduction
in  the rate of return on such Affected
Entity’s capital or reduction in the amount of any sum received or receivable
by such Affected Entity or (iii) internal capital charge or other imputed
cost determined by such Affected Entity to be allocable to Seller or the
transactions contemplated in this Agreement in connection therewith.   Amounts under this Section 2.26 may be
demanded at


 

















 


any time without regard to the timing of issuance of any financial
statement by the CP Conduit Purchasers or by any Affected Entity.”


 


(n)           Section 5.01(d) of
the Agreement is hereby amended by inserting the following language immediately
after the last sentence thereof:


 


“In addition to the foregoing, at any time during the
two month period preceding the Supplemental Audit Date and with reasonable
prior notice to the Transferor, the Transferor will, and will cause each
Seller, during regular business hours, to permit representatives, auditors and
other independent contractors of the Administrative Agent to perform an audit
of the Receivables, the Sellers and their operations and systems, including
permitting such representatives, auditors, and other independent contractors (i) to
examine and make copies of and abstracts from all Records, and (ii) to
visit the offices and properties of the Transferor and the Sellers, to the
extent determined by and in the manner specified by the Administrative Agent in
its reasonable discretion for the purpose of producing an audit report for use
by the Committed Lenders (the “Supplemental Audit”).  The Transferor agrees to pay all reasonable
out-of-pocket expenses incurred by the Administrative Agent (including, without
limitation, the cost of any auditors or other independent contractor) in
connection with the Supplemental Audit and the Administrative Agent shall
notify the Transferor of the date of the completion of the Supplemental Audit.”


 


(o)           The
text of Section 6.07(a) of the Agreement is hereby amended by
deleting the language “(iii) the Collection Agent fails to deliver any
Deposit Report within two (2) Business Days” and inserting in place
thereof”(iii) the Collection Agent fails to deliver any Deposit Report
within one (1) Business Day”.


 


(p)           Section 7.01(p) of
the Agreement is hereby amended by deleting the “.” and inserting in place
thereof “; or”.:


 


(q)           The
following new Section 7.01(q) is hereby inserted immediately after Section 7.01(p) of
the Agreement:


 


“(q)         the average
Delinquency Ratio for the three preceding Settlement Periods exceeds 10.00%.”


 


(r)            Section 10.06(d) of
the Agreement is hereby amended by inserting the following new Subsection
10.06(d)(iv):


 


“(iv)  Notwithstanding any other provision of
this Agreement to the contrary, any CP Conduit Purchaser or Committed Purchaser
may at any time pledge or grant a security


 

















 


interest in all or any portion of its rights (including, without  limitation, any Transferred Interest and any
rights to payment of Net Investment, Discount and any other amounts) under this
Agreement to secure obligations of such CP Conduit Purchaser or Committed
Purchaser to a Federal Reserve Bank, and this Section shall not apply to
any such pledge or grant of a security interest; provided that no such pledge
or grant of a security interest shall release a CP Conduit Purchaser or
Committed Purchaser from any of its obligations hereunder, or substitute any
such pledgee or grantee for such CP Conduit Purchaser or Committed Purchaser as
a party hereto.”


 


(s)           Section 10.10
(a) of the Agreement is hereby amended by inserting after the second
sentence thereof the following language:


 


“If, notwithstanding the intention of the parties
expressed above, any sale or transfer by the Transferor hereunder shall be
characterized as a secured loan and not a sale or such sale shall for any
reason be ineffective or unenforceable, the Transferor represents and warrants
that each remittance of Collections to the Administrative Agent, the CP Conduit
Purchasers or the Committed Purchasers hereunder will have been (i) in
payment of a debt incurred in the ordinary course of business or financial
affairs and (ii) made in the ordinary course of business or financial
affairs.”


 


(t)            Exhibit B
of the Agreement is hereby deleted and replaced in its entirety with Annex I
hereto.


 


(u)           Exhibit D-1
of the Agreement is hereby deleted and replaced in its entirety with Annex II
hereto.


 


(v)           Exhibit J
of the Agreement is hereby deleted and replaced in its entirety with Annex III
hereto.


 


SECTION 3.  Amendment to Schedule of
CP Conduit Purchasers, Committed Purchasers and Funding Agents.  Schedule B to the Agreement is hereby
replaced with Annex IV to this Amendment.


 


SECTION 4.  Representations and Warranties.  The Transferor hereby represents and warrants
to the Administrative Agent, the Funding Agents, the Conduit Purchasers, and
the Committed Purchasers that the representations and warranties of the
Transferor set forth in the Agreement are true and correct in all material
respects, in each case on and as of the date hereof after giving effect to this
Amendment and the RPA Amendment (as defined below), 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:


 


(a)           this
Amendment shall have been executed and delivered to the Administrative Agent 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;


 


(c)           Amendment
No 1 to the Receivables Purchase Agreement (the “RPA Amendment”), dated
as of the date hereof, substantially in the form of Annex V, shall have been
duly executed by each person that is to be a party thereto and shall be in full
force and effect; and


 


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


 


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.


 


 


	
   

  	
  TSPC,
  INC., as Transferor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert J. Zalupski

  
	
   

  	
  Name: Robert J. Zalupski

  
	
   

  	
  Title: Vice President & Treasurer

  



 
















 


	
   

  	
  TRIMAS CORPORATION,
  individually and as

  Collection Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joshua A. Sherbin

  
	
   

  	
  Name: Joshua A. Sherbin

  
	
   

  	
  Title: Vice President
  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRIMAS COMPANY, LLC,
  individually and

  as Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ A. Mark Zeffiro

  
	
   

  	
  Name: A. Mark Zeffiro

  
	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE 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

  



 

















 


ANNEX I


 


[See attached]


 






 












 


EXHIBIT B


 


List of Lock-Box Banks and Accounts


 


	
  Bank Name

  	
   

  	
  Account Number

  	
   

  	
  Lockbox Number

  	
   

  	
  Account Name

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851358885

  	
   

  	
  890127

  	
   

  	
  Arrow Engine Company

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851359164

  	
   

  	
  237401

  	
   

  	
  Cequent Towing Products, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851812295

  	
   

  	
  673075

  	
   

  	
  Cequent Electrical
  Products, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851856128

  	
   

  	
  673096

  	
   

  	
  Cequent Electrical
  Products, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851358968

  	
   

  	
  246201

  	
   

  	
  Cequent Trailer Products, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851270338

  	
   

  	
  890622

  	
   

  	
  Lamons Metal Gasket Co.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851358836

  	
   

  	
  49225

  	
   

  	
  Monogram Aerospace
  Fasteners, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851358844

  	
   

  	
  235401

  	
   

  	
  Norris Cylinder Company -
  A/R

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851358844

  	
   

  	
  242201

  	
   

  	
  Norris Cylinder Company -
  N/R

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Comerica Bank

  500 Woodward Ave.

  Detroit, MI 48226

  	
   

  	
  1851268522

  	
   

  	
  218001

  	
   

  	
  Rieke Corporation

  



 
















 


ANNEX II


 


[See attached]


 

















 


Daily Deposit Report


 


	
  Facility
  Limit

  	
   

  	
  $55,000,000

  
	
  Co-Purchasers

  	
   

  	
  PARCO Funding

  
	
   

  	
   

  	
   

  
	
  Transferor:

  	
   

  	
  TSPC, Inc.

  
	
  Collection
  Agent:

  	
   

  	
  TriMas Corporation

  



 


	
  RECEIVABLES ACTIVITY (in 000’s)

  	
   

  	
   

  	
   

  
	
  Beginning Receivables Balance

  	
   

  	
   

  	
   

  
	
  Sales

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Collections

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Ending Receivables Balance

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  CONSOLIDATED AGINGS

  	
   

  	
   

  	
   

  
	
  Current,
  net of Unallocated Cash

  	
   

  	
   

  	
   

  
	
  1-30
  Days Past Due

  	
   

  	
   

  	
   

  
	
  31-60
  Days Past Due

  	
   

  	
   

  	
   

  
	
  61-90
  Days Past Due

  	
   

  	
   

  	
   

  
	
  91+
  Days Past Due

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  NET RECEIVABLES BALANCE CALCULATION (in 000’s)

  	
   

  	
   

  	
   

  
	
  Outstanding Receivables Balance

  	
   

  	
   

  	
   

  
	
  -% of Ineligible Receivables

  	
   

  	
   

  	
   

  
	
  - Ineligibles Receivables (Excl. Delinquent)

  	
   

  	
   

  	
   

  
	
  - Defaulted Receivables (over 91 D.P.D.)

  	
   

  	
   

  	
   

  
	
  Non-Defaulted Receivables

  	
   

  	
   

  	
   

  
	
  - Delinquent but not Defaulted (61-90 D.P.D)

  	
   

  	
   

  	
   

  
	
  Eligible Receivables

  	
   

  	
   

  	
   

  
	
  - Excess Concentrations%

  	
   

  	
   

  	
   

  
	
  - Overconcentrations

  	
   

  	
   

  	
   

  
	
  Net Receivables Balance

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Maximum Supportable Amount

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TERMINATION EVENTS

  	
   

  	
   

  	
   

  
	
  Percentage
  Factor > Maximum% Factor

  	
   

  	
   

  	
   

  
	
  Net
  Investment > $55,000,000

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
  Current

  	
   

  
	
   

  	
   

  	
  Period

  	
   

  
	
  NET INVESTMENT INFORMATION

  	
   

  	
   

  	
   

  
	
  Aggregate Net Investment (in 000’s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  RESERVE PERCENTAGES

  	
   

  	
   

  	
   

  
	
  Loss
  Reserve Ratio

  	
   

  	
   

  	
   

  
	
  Dilution
  Reserve Ratio

  	
   

  	
   

  	
   

  
	
  Carrying
  Cost Reserve Ratio

  	
   

  	
   

  	
   

  
	
  Servicing
  Fee Reserve Ratio

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Loss
  and Dilution Reserve Ratio

  	
   

  	
   

  	
   

  
	
  (i) Total Loss, Dilution and Audit Reserve

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total
  Reserve Required

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  PURCHASES AND SETTLEMENT

  	
   

  	
   

  	
   

  
	
  Percentage
  Factor

  	
   

  	
   

  	
   

  
	
  Paydown
  Required?

  	
   

  	
   

  	
   

  
	
  If
  “Yes”, how much?

  	
   

  	
   

  	
   

  
	
  Net
  Investment After Paydown

  	
   

  	
   

  	
   

  
	
  Percentage
  Factor After Paydown

  	
   

  	
   

  	
   

  



 


The undersigned, an Officer of TriMas Corporation, as Collection Agent,
certifies that the information set forth above is true and correct and it has
been performed in all material respects all of its servicing obligations under
the Receivables Transfer Agreement required to be performed as of the date
hereof:


 


 


	
  Signature:

  	
   

  	
   

  
	
   

  
	
  Date:

  



 

















 


Daily Recs. Bal.


 


	
  Weekly Receivables Data

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Reporting
  Date:

  	
  12-Feb

  	
   

  
	
  Applicable
  Month for Reserve Calculations*

  	
  December-08

  	
   

  
	
  Applicable
  Month for Excess Concentration Calculation*

  	
  December-08

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (excl. Delinquent)

  	
   

  	
  (91+ Days P.D.)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Beg. A/R

  	
   

  	
  Gross

  	
   

  	
  Total

  	
   

  	
  Ending A/R

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Ineligible

  	
   

  	
  “Ineligible

  	
   

  	
  Defaulted

  	
   

  	
  Non Defaulted

  	
   

  
	
  Date

  	
   

  	
  Balance

  	
   

  	
  Sales

  	
   

  	
  Collections

  	
   

  	
  Balance

  	
   

  	
  Current

  	
   

  	
  1-30 DPD

  	
   

  	
  31-60 DPD

  	
   

  	
  61-90 DPD

  	
   

  	
  91+ DPD

  	
   

  	
  Total

  	
   

  	
  Receivables%

  	
   

  	
  Receivables”

  	
   

  	
  Receivables

  	
   

  	
  Receivables

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12-Feb-09

  	
   

  	
  92,000

  	
   

  	
  15,973

  	
   

  	
  21,162

  	
   

  	
  94,159

  	
   

  	
  56,254

  	
   

  	
  18,528

  	
   

  	
  10,000

  	
   

  	
  7,531

  	
   

  	
  2,545

  	
   

  	
  94,858

  	
   

  	
  21.40

  	
  %

  	
  20,153

  	
   

  	
  2,545

  	
   

  	
  71,461

  	
   

  
	
  13-Feb-09

  	
   

  	
  94,159

  	
   

  	
  8,656

  	
   

  	
  9,465

  	
   

  	
  93,659

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  21.40

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  88,215

  	
   

  
	
  14-Feb-09

  	
   

  	
  93,659

  	
   

  	
  12,097

  	
   

  	
  15,617

  	
   

  	
  90,607

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  21.40

  	
  %

  	
  —

  	
   

  	
  —

  	
   

  	
  84,973

  	
   

  
	
  15-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rounded

  	
   

  
	
   

  	
   

  	
  (61-90 Days P.D.)

  	
   

  	
  Eligible

  	
   

  	
  Excess

  	
   

  	
   

  	
   

  	
  Net

  	
   

  	
   

  	
   

  	
  Maximum

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Additional

  	
   

  	
  Additional

  	
   

  
	
   

  	
   

  	
  Delinquent but

  	
   

  	
  Receivables

  	
   

  	
  Concentration

  	
   

  	
  Over-

  	
   

  	
  Receivables

  	
   

  	
  Net

  	
   

  	
  Supportable

  	
   

  	
  Paydown

  	
   

  	
  New net

  	
   

  	
  Borrowings

  	
   

  	
  Borrowings

  	
   

  
	
  Date

  	
   

  	
  not Defaulted

  	
   

  	
  Balance

  	
   

  	
  %

  	
   

  	
  concentrations

  	
   

  	
  Balance

  	
   

  	
  Investment

  	
   

  	
  Amount

  	
   

  	
  Required

  	
   

  	
  Investment

  	
   

  	
  Available

  	
   

  	
  Available

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12-Feb-09

  	
   

  	
  7,531

  	
   

  	
  61,415

  	
   

  	
  0.00

  	
  %

  	
  —

  	
   

  	
  61,415

  	
   

  	
  47,000

  	
   

  	
  43,736

  	
   

  	
  3,264

  	
   

  	
   

  	
   

  	
  —

  	
   

  	
  —

  	
   

  
	
  13-Feb-09

  	
   

  	
  —

  	
   

  	
  84,406

  	
   

  	
  0.00

  	
  %

  	
  —

  	
   

  	
  84,406

  	
   

  	
  21,682

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  21,682

  	
   

  	
  (21,600

  	
  )

  	
  (21,600

  	
  )

  
	
  14-Feb-09

  	
   

  	
  —

  	
   

  	
  81,382

  	
   

  	
  0.00

  	
  %

  	
  —

  	
   

  	
  81,382

  	
   

  	
  21,682

  	
   

  	
  —

  	
   

  	
  —

  	
   

  	
  18,757

  	
   

  	
  (21,600

  	
  )

  	
  (21,600

  	
  )

  
	
  15-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28-Feb-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  12-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  28-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  29-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  30-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  31-Mar-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  5-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  6-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9-Apr-09

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


2






 


 


 













 


	
   

  	
   

  	
  (column R of

  	
   

  	
  (column W of

  	
   

  	
  (column U of

  	
   

  	
  (column AC of

  	
   

  	
  (column AG of

  	
   

  	
  (column AI of

  	
   

  	
  (column AW of

  	
   

  	
  (column BB of

  	
   

  	
  (column AP of

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  (column AL +

  	
   

  
	
   

  	
   

  	
  Reserves Model)

  	
   

  	
  Reserves Model)

  	
   

  	
  Reserves Model)

  	
   

  	
  Reserves Model)

  	
   

  	
  Reserves Model)

  	
   

  	
  Reserves Model)

  	
   

  	
  Reserves Model)

  	
   

  	
  Reserves Model)

  	
   

  	
  Reserves Model)

  	
   

  	
   

  	
   

  	
  Total

  	
   

  	
  column AM of

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Carrying

  	
   

  	
  Servicing

  	
   

  	
  Total

  	
   

  	
   

  	
   

  	
  Loss

  	
   

  	
  Reserves Model)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Loss

  	
   

  	
  Loss

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Dilution

  	
   

  	
  Cost

  	
   

  	
  Fee

  	
   

  	
  Loss and

  	
   

  	
  Supplemental

  	
   

  	
  Dilution

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Default

  	
   

  	
  Reserve

  	
   

  	
  Horizon

  	
   

  	
  Dilution

  	
   

  	
   

  	
   

  	
  Reserve

  	
   

  	
  Reserve

  	
   

  	
  Reserve

  	
   

  	
  Dilution

  	
   

  	
  Audit

  	
   

  	
  and Audit

  	
   

  	
  Minimum

  	
   

  
	
   

  	
   

  	
  Ratio

  	
   

  	
  Ratio

  	
   

  	
  Ratio

  	
   

  	
  Ratio

  	
   

  	
  DSO

  	
   

  	
  Ratio

  	
   

  	
  Ratio

  	
   

  	
  Ratio

  	
   

  	
  Reserve

  	
   

  	
  Reserve

  	
   

  	
  Reserve

  	
   

  	
  Ratio

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Jul-08

  	
   

  	
  1.02

  	
  %

  	
  15.51

  	
  %

  	
  2.65

  	
   

  	
  1.54

  	
  %

  	
  36.84

  	
   

  	
  7.79

  	
  %

  	
  1.41

  	
  %

  	
  0.10

  	
  %

  	
  25.51

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  27.51

  	
  %

  
	
  Aug-08

  	
   

  	
  1.21

  	
  %

  	
  15.25

  	
  %

  	
  2.63

  	
   

  	
  1.52

  	
  %

  	
  37.44

  	
   

  	
  7.75

  	
  %

  	
  1.44

  	
  %

  	
  0.10

  	
  %

  	
  25.25

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  27.25

  	
  %

  
	
  Sep-08

  	
   

  	
  1.18

  	
  %

  	
  16.90

  	
  %

  	
  2.90

  	
   

  	
  1.65

  	
  %

  	
  34.64

  	
   

  	
  8.21

  	
  %

  	
  1.33

  	
  %

  	
  0.10

  	
  %

  	
  26.90

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  28.90

  	
  %

  
	
  Oct-08

  	
   

  	
  0.93

  	
  %

  	
  16.61

  	
  %

  	
  2.83

  	
   

  	
  1.96

  	
  %

  	
  34.38

  	
   

  	
  8.28

  	
  %

  	
  1.22

  	
  %

  	
  0.10

  	
  %

  	
  26.61

  	
  %

  	
   

  	
   

  	
   

  	
   

  	
  28.61

  	
  %

  
	
  Nov-08

  	
   

  	
  2.81

  	
  %

  	
  16.73

  	
  %

  	
  2.82

  	
   

  	
  1.78

  	
  %

  	
  34.86

  	
   

  	
  8.43

  	
  %

  	
  1.15

  	
  %

  	
  0.10

  	
  %

  	
  26.73

  	
  %

  	
  0.00

  	
  %

  	
   

  	
   

  	
  28.73

  	
  %

  
	
  Dec-08

  	
   

  	
  1.35

  	
  %

  	
  17.94

  	
  %

  	
  3.00

  	
   

  	
  1.57

  	
  %

  	
  34.02

  	
   

  	
  8.69

  	
  %

  	
  0.98

  	
  %

  	
  0.09

  	
  %

  	
  27.94

  	
  %

  	
  0.00

  	
  %

  	
  27.94

  	
  %

  	
  29.94

  	
  %

  



 


3
















 


ANNEX III


 


[See attached]


 

















 


Exhibit J


 


	
  Corporate Name

  	
   

  	
  Trade and Other Names Since 01/09

  
	
   

  	
   

  	
   

  
	
  Arrow Engine Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Cequent Performance Products, Inc.

  	
   

  	
  Draw-Tite, Inc.

  Cequent Towing Products, Inc.

  Cequent Electrical Products, Inc.

  Cequent Trailer Products, Inc.

  Reese Products, Inc.

  
	
   

  	
   

  	
   

  
	
  Lamons Gasket Company

  	
   

  	
   

  
	
   

  	
   

  	
  Lamons Metal Gasket Co.

  
	
   

  	
   

  	
   

  
	
  Monogram Aerospace Fasteners, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Norris Cylinder Company

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rieke Corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Rieke Leasing Co., Incorporated

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TriMas Company, LLC

  	
   

  	
   

  



 

















 


 


ANNEX IV


 


SCHEDULE B


 


Schedule of CP Conduit Purchasers,


Committed Purchasers and Funding Agents


 


CP CONDUIT PURCHASERS:


 


Park Avenue Receivables Company LLC


10 S. Dearborn Street


Chicago, IL 60603


Suite IL1-0079


Attention:  PARCO Funding Manager


Telephone:  312-732-7206


Telecopy:  312-732-1844


E-mail: 
ABS.Treasury.Dept@jpmorgan.com


 


CP Conduit Funding Limit: $55,000,000


 


COMMITTED PURCHASERS:


 


JPMorgan Chase Bank, as Committed Purchaser for Park Avenue Receivables
Company LLC


10 S. Dearborn Street


Chicago, IL 60603


Suite IL1-1729


Attention:  Account Manager


Telephone: 312-732-1845


Telecopy:  312-732-3600


E-mail: 
abf.portfolio.management@jpmorgan.com


 


Committed Purchaser Commitment: $56,100,000


 


FUNDING AGENTS:


 


JPMorgan Chase Bank, as Funding Agent for Park Avenue Receivables
Company LLC


10 S. Dearborn Street


Chicago, IL 60603


Suite IL1-0079


Attention:  ABS Treasury
Department


Telephone:  312-732-7206


Telecopy:  312-732-1844


E-mail: 
ABS.Treasury.Dept@jpmorgan.com


 

















 


ANNEX V


 


[See attached]


 

















 


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


 


2

















 


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 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]


 


3

















 


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:

  	
   

  
	
   

  	
  Name:

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  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:

  	
   

  
	
   

  	
  Name:

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  As Purchaser:

  
	
   

  	
   

  
	
   

  	
  TSPC, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 

















 


	
  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:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 
















 


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