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EX-12 - EXHIBIT 12 - TRIMAS CORPa2196991zex-12.htm
EX-4.6 - EXHIBIT 4.6 - TRIMAS CORPa2196991zex-4_6.htm
EX-21.1 - EXHIBIT 21.1 - TRIMAS CORPa2196991zex-21_1.htm
EX-23.1 - EXHIBIT 23.1 - TRIMAS CORPa2196991zex-23_1.htm
EX-31.1 - EXHIBIT 31.1 - TRIMAS CORPa2196991zex-31_1.htm
EX-10.47 - EXHIBIT 10.47 - TRIMAS CORPa2196991zex-10_47.htm
EX-10.56 - EXHIBIT 10.56 - TRIMAS CORPa2196991zex-10_56.htm
EX-10.57 - EXHIBIT 10.57 - TRIMAS CORPa2196991zex-10_57.htm
EX-10.58 - EXHIBIT 10.58 - TRIMAS CORPa2196991zex-10_58.htm
EX-31.2 - EXHIBIT 31.2 - TRIMAS CORPa2196991zex-31_2.htm
EX-32.2 - EXHIBIT 32.2 - TRIMAS CORPa2196991zex-32_2.htm
EX-32.1 - EXHIBIT 32.1 - TRIMAS CORPa2196991zex-32_1.htm
10-K - 10-K - TRIMAS CORPa2196991z10-k.htm

Exhibit 10.48

 

 

Interest Rate Swap Transaction

 

The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between:

 

JPMORGAN CHASE BANK, N.A.
(“JPMorgan”)

 

and

 

TRIMAS COMPANY LLC
(the “Counterparty”)

 

on the Trade Date and identified by the JPMorgan Deal Number specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the Master Agreement specified below, and supersedes any previous confirmation or other writing with respect to the transaction described below.

 

The definitions and provisions contained in the 2006 ISDA Definitions (the “Definitions”), as published by the International Swaps and Derivatives Association, Inc. are incorporated into this Confirmation. In the event of any inconsistency between those definitions and provisions and this Confirmation, this Confirmation will govern.

 

This Confirmation supplements, forms part of, and is subject to, the ISDA Master Agreement dated as of 20 January 2009, as amended and supplemented from time to time (the “Agreement”), between JPMORGAN CHASE BANK, N.A. (“JPMorgan”) and TRIMAS COMPANY LLC (the “Counterparty”). All provisions contained in the Agreement govern this Confirmation except as expressly modified below.

 

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The terms of the particular interest Rate Swap Transaction to which this Confirmation relates are as follows:

 

A. TRANSACTION DETAILS

 

 

 

JPMorgan Deal Number(s):

6900122263545 / 00175067754

 

 

Notional Amount:

USD 125,000,000.00

 

 

Trade Date:

22 January 2009

 

 

Effective Date:

28 October 2009

 

 

Termination Date:

28 July 2011 subject to adjustment in accordance with the Modified Following Business Day Convention.

 

 

Fixed Amounts:

 

 

 

Fixed Rate Payer:

Counterparty

 

 

Fixed Rate Payer Payment Dates:

The 28 November, 28 December, 28 January, 28 February, 28 March, 28 April, 28 May, 28 June, 28 July, 28 August, 28 September and 28 October in each year, from and including 28 November 2009 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period.

 

 

Fixed Rate:

1.91000 percent

 

 

Fixed Rate Day Count Fraction:

Actual/360

 

 

Business Days:

London, New York

 

 

Floating Amounts:

 

 

 

Floating Rate Payer:

JPMorgan

 

 

Floating Rate Payer Payment Dates:

The 28 November, 28 December, 28 January, 28 February, 28 March, 28 April, 28 May, 28 June, 28 July, 28 August, 28 September and 28 October in each year, from and including 28 November 2009 to and including the Termination Date, subject to adjustment in accordance with the Modified Following Business Day Convention and there will be an adjustment to the Calculation Period.

 

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Floating Rate for initial Calculation Period:

To be determined

 

 

Floating Rate Option:

USD-LIBOR-BBA

 

 

Designated Maturity:

1 Month

 

 

Spread:

None

 

 

Floating Rate Day Count Fraction:

Actual/360

 

 

Reset Dates:

The first day of each Calculation Period.

 

 

Compounding:

Inapplicable

 

 

Business Days:

London, New York

 

 

Calculation Agent:

JPMorgan, unless otherwise stated in the Agreement.

 

 

B. ACCOUNT DETAILS

 

 

 

Payments to JPMorgan in USD:

JPMORGAN CHASE BANK, N.A.

JPMORGAN CHASE BANK, NATIONAL ASSOCIATION

BIC: CHASUS33XXX

AC No: 099997979

 

 

Payments to Counterparty in USD:

As per your standard settlement instructions.

 

 

C. OFFICES

 

 

 

JPMorgan:

NEW YORK

 

 

Counterparty:

BLOOMFIELD HILLS

 

D.  DOCUMENTS TO BE DELIVERED

 

Each party shall deliver to the other, at the time of its execution of this Confirmation, evidence of the incumbency and specimen signature of the person(s) executing this Confirmation, unless such evidence has been previously supplied and remains true and in effect.

 

E.  RELATIONSHIP BETWEEN PARTIES

 

Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

 

(a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into

 

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that Transaction. No communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction.

 

(b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is capable of assuming, and assumes the risks of that Transaction.

 

(c) Status of Parties. The other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction.

 

Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us or by sending to us a letter, telex or facsimile substantially similar to this letter, which letter, telex or facsimile sets forth the material terms of the Transaction to which this Confirmation relates and indicates agreement to those terms. When referring to this Confirmation, please indicate: JPMorgan Deal Number(s): 6900122263545 / 00175067754

 

JPMorgan Chase Bank, N.A.

 

 

/s/ Carmine Pilla

 

 

 

Name:

Carmine Pilla

 

 

 

 

Title:

Vice President

 

 

Accepted and confirmed as of the date first written:

TRIMAS COMPANY LLC

 

 

/s/ Robert J. Zalupski

 

 

 

Name:

Robert J. Zalupski

 

 

 

 

Title:

VP Finance and Treasurer

 

 

 

 

Your reference number:

 

 

 

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Client Service Group

All queries regarding confirmations should be sent to:

 

JPMorgan Chase Bank, N.A.

 

Contacts

JPMorgan Contact

Telephone Number

 

 

 

 

Client Service Group

(001 ) 3026344960

 

 

 

 

Group E-mail address:

 

 

Facsimile:

(001 ) 888 803 3606

 

Telex:

 

 

Cable:

 

 

 

Please quote the JPMorgan deal number(s): 6900122263545 / 00175067754.

 

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