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
