EX-10.2 3 trs-063012_exh102.htm EX-10.2
Exhibit 10.2
AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT
AMENDMENT NO. 3 TO AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this “Amendment”), dated as of June 29, 2012 the “Effective Date”) among TRIMAS CORPORATION, a Delaware corporation (“TriMas Corp.”), the subsidiaries of TriMas Corp. identified as Sellers on Schedule I, as sellers (each, individually, a “Seller” and collectively, the “Sellers”), and TSPC, INC., a Nevada corporation, as purchaser (in such capacity, the “Purchaser”).
W I T N E S S E T H :
WHEREAS, TriMas Corp., the Sellers and the Purchaser are parties to that certain Amended and Restated Receivables Purchase Agreement dated as of December 29, 2009, as amended from time to time (the “Agreement;” capitalized terms used and not otherwise defined herein are used with the meanings attributed thereto in the Agreement); and
WHEREAS, the parties wish to amend the Agreement on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and among the parties as follows:
1. Amendments.
1.1. Section 9.13 of the Agreement is hereby amended to delete “wholly-owned” in each place where it appears.
1.2. Schedule I of the Agreement is hereby amended and restated in its entirety as set forth on Exhibit A hereto, and each of Arminak & Associates, LLC, a Delaware limited liability company, and Innovative Molding, a California corporation (each, a “New Seller”) shall become a “Seller” under the Agreement as of the Effective Date and shall be bound by, and hereby agrees to comply with, the terms, conditions provisions and obligations relating to a Seller under the Agreement.
1.3. Each New Seller represents and warrants to the Purchaser, as of the Effective Date, that all representations and warranties of a Seller set forth in Section 4.01 of the Agreement are true and correct with respect to such New Seller on and as of the Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct with respect to such New Seller as of such earlier date. All representations and warranties made hereunder shall be deemed to have been made by the New Seller under the Agreement.
1.4. Effective as of the Effective Date, upon the terms and subject to the conditions set forth in the Agreement and in this Amendment, and without recourse (except such limited recourse as is specifically provided for in Sections 5.01(q) and 6.01 of the Agreement), each of the New Sellers hereby sells, assigns, transfers and conveys to the Purchaser, and the Purchaser hereby purchases from each of the New Sellers, all of such New Seller's right, title and interest, whether now owned or hereafter acquired and wherever located, in, to and under the Receivables outstanding on the Effective Date and thereafter owned by each of the New Sellers, through any Purchase Termination Date, together with all Related Security and Collections with respect thereto (to the extent that such right, title and interest was not already purchased by the Purchaser) and all Proceeds of the foregoing. Such interest in the Receivables, expressed as a dollar amount, shall be equal to the aggregate unpaid balance of the Receivables from time to time. Any sale, assignment, transfer and conveyance hereunder does not constitute an assumption by the Purchaser of any obligations of the New Sellers or any other Person to Obligors or to any other Person in connection with the Receivables or under any Related Security or any other agreement or instrument relating to the Receivables.
2. Representations and Warranties. In order to induce the Purchaser to enter into this Amendment and the Administrative Agent and LC Issuer to consent to the terms hereof, each of the Sellers hereby represents and warrants to the Purchaser, the Administrative Agent and LC Issuer as follows:

(a)Legal Existence and Power. Such Seller is a corporation or limited liability company duly organized, validly existing and in good standing under the laws of the state of its organization and has all requisite corporate or limited liability company power and all material governmental licenses, authorizations, consents and approvals required to carry on its business in each jurisdiction in which its business is now conducted except where the failure to have such licenses, authorizations, consents and approvals would not have a Material Adverse Effect. Such Seller is duly qualified to do business in, and is in good standing in, every other jurisdiction in which the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect.
(b)Entity and Governmental Authorization; Contravention. The execution, delivery and performance by such Seller of this Amendment are within such Seller's corporate or limited liability company powers, have been duly authorized by all necessary corporate or limited liability company action, require no action by or in respect of, or filing with, any Official Body or official thereof, and do not contravene, or constitute a default under, any provision of applicable law, rule or regulation or of the Certificate of Incorporation or the By-Laws (or other organizational documents) of such Seller or of any agreement, judgment, injunction, order, writ, decree or other instrument binding upon the Seller or result in the creation or imposition of any Adverse Claim on the assets of such Seller (except those created by the Agreement and the Receivables Transfer Agreement).
(c)Binding Effect. The Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of such Seller, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the rights of creditors and general equitable principles (whether considered in a proceeding in equity or at law).
(d)Solvency. Such Seller is not insolvent, does not have unreasonably small capital with which to carry on its business, is able to pay its debts generally as they become due and payable, and its liabilities do not exceed its assets. TriMas Corp. is, and TriMas Corp. and its Subsidiaries are, on a consolidated basis, solvent.
(e)Consents, Licenses, Approvals, Etc. No consents, including, without limitation, consents under loan agreements and indentures to which any Seller or its Affiliates are parties), licenses or approvals are required in connection with the execution, delivery and performance by such Seller of this Amendment, its Additional Seller Supplement, if applicable, or the validity and enforceability against such Seller of this Amendment or its Additional Seller Supplement, except such consents, licenses and approvals as have already been obtained and that remain in full force and effect on the date hereof.
(f)No Litigation. There is no pending or, to its knowledge after due inquiry, threatened action or proceeding affecting such Seller or any of its Subsidiaries before any Official Body that could reasonably be expected to have a Material Adverse Effect.
3. Conditions Precedent. This Amendment shall become effective when each of the following conditions precedent has been satisfied:
(a) The Administrative Agent shall have received: (i) counterparts of this Amendment, duly executed by each of the parties hereto and consented to by the Administrative Agent and the LC Issuer, (ii) each of the documents specified in Section 7.02 of the Agreement, and (iii) payment of legal fees incurred in connection with the Agreement and this Amendment;
(b) Each of the representations and warranties contained in Section 2 of this Amendment shall be true and correct in all material respects, it being understood that the foregoing materiality qualifier shall not apply to any representation that itself contains a materiality threshold; and
(c) The parties to the Receivables Transfer Agreement shall have entered into Amendment No. 1 thereto.

4. Miscellaneous.
4.1. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
4.2. The parties hereto hereby submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in The City of New York for purposes of all legal proceedings arising out of or relating to this agreement or the transactions contemplated hereby. Each party hereto hereby irrevocably waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum. Nothing in this Section 4.2 shall affect the right of the Purchaser to bring any other action or proceeding against any of the Sellers or its property in the courts of other jurisdictions.
4.3. This Amendment may be executed in two or more counterparts thereof (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment to the fullest extent permitted by applicable law.
4.4. This Amendment will inure to the benefit of and be binding upon the parties hereto and their respective successors, transferees and permitted assigns. The RTA Purchasers, the LC Issuer and the Administrative Agent are each intended by the parties hereto to be third-party beneficiaries of this Amendment.
4.5. The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Schedule I referred to herein shall constitute a part of this Amendment and is incorporated into this Amendment for all purposes.
4.6. Each of the parties hereto hereby waives any right to have a jury participate in resolving any dispute, whether sounding in contract, tort or otherwise among any of them arising out of, connected with, relating to or incidental to the relationship between them in connection with this Amendment. The provisions of this Section shall be continuing and shall survive any termination of the Agreement as amended hereby.
(Signature Page Follows)

IN WITNESS WHEREOF, TriMas Corp., the Purchaser and the Sellers each have caused this Amendment to be duly executed by their respective officers as of the day and year first above written.
TRIMAS CORPORATION
By: /s/ Robert J. Zalupski
Name: Robert J. Zalupski
Title: Vice President Corporate Development and
Treasurer
As Sellers:
ARROW ENGINE COMPANY, A DELAWARE CORPORATION
LAMONS GASKET COMPANY, A DELAWARE CORPORATION
MONOGRAM AEROSPACE FASTENERS, INC., A DELAWARE CORPORATION
NORRIS CYLINDER COMPANY, A DELAWARE CORPORATION
RIEKE CORPORATION, AN INDIANA CORPORATION
CEQUENT PERFORMANCE PRODUCTS, INC., A DELAWARE CORPORATION
CEQUENT CONSUMER PRODUCTS, INC., AN OHIO CORPORATION,
Arminak & Associates, LLC, a Delaware CORPORATION, and
Innovative Molding, a California corporation
By: /s/ Joshua A Sherbin
Name: Joshua A. Sherbin
Title: Secretary
As the Purchaser:
TSPC, Inc.
By: /s/ Robert J. Zalupski
Name: Robert J. Zalupski
Title: Vice President Corporate Development and
Treasurer

Acknowledged, consented to and agreed as of the date first above written:
WELLS FARGO, NATIONAL ASSOCIATION, as LC Issuer and as Administrative Agent
By: /s/ Thomas J. Dolphin
Name: Thomas J. Dolphin
Title: Managing Director

SCHEDULE I
TO RECEIVABLES PURCHASE AGREEMENT
List of Sellers

Corporate Name | Address of Chief Executive Office | County
Arrow Engine Company | 2301 E. Independence, Tulsa, OK 74110 | Tulsa
Cequent Consumer Products, Inc. | 29000-2 Aurora Road, Solon, OH 44139 | Cuyahoga
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
Cequent Performance Products, Inc. | 47774 Anchor Court West, Plymouth, MI 48170 | Wayne
Arminak & Associates, LLC | 1350 Mountain View Circle, Azusa, CA 91702 | Los Angeles
Innovative Molding | 1200 Valley House Drive, #100, Rohnert Park, CA 94928 | Sonoma