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
