Exhibit 10.4(i)(1)

Schedules and Exhibits to Credit Agreement dated as of June 6, 2002, as amended and restated August 2, 2006.

Schedule 1.01(a)

MORTGAGED PROPERTY

Schedule 2.01

COMMITMENTS

Revolving Commitments

Tranche B-1 Loans

Tranche B Term Loans

Schedule 3.05

REAL PROPERTY

Schedule 3.06

DISCLOSED MATTERS

None.

Schedule 3.12

SUBSIDIARIES

TriMas Corporation

Listing of Subsidiaries As of July 1, 2006

Unless otherwise noted, all subsidiaries are 100 % directly or indirectly owned by Parent Borrower

Schedule 3.12

SUBSIDIARIES

TriMas Corporation

Listing of Subsidiaries As of July 1, 2006

Unless otherwise noted, all subsidiaries are 100 % directly or indirectly owned by Parent Borrower

Schedule 3.13

INSURANCE

As of July 14th, 2006

1

Schedule 3.13

INSURANCE

* This summary is only intended as an overview, the actual policies supercede all information above.

2

Schedule 3.17(d)

MORTGAGE FILING OFFICES

Schedule 6.01(a)(iii)

EXISTING INDEBTEDNESS

Note:  Schedule lists all foreign based debt and lines of credit currently in place

Schedule 6.02

EXISTING LIENS

Liens on the non-U.S. assets of the following entities to secure Existing Indebtedness listed on Schedule 6.01:

1.             Rieke de Mexico, SA de CV in favor of Banco Nacional de Mexcio S.A., Mexico.

2.             Rieke Italia in favor of Deutsche Bank, S.P.A., Milan, Italy.

3.             TriMas Corporation Ltd in favor of Lloyds TSB Bank plc, Leicester, England.

4.             TriMas Corporation Pty Ltd in favor of National Australia Bank Ltd, Australia.

Schedule 6.04

EXISTING INVESTMENTS

A.            Qualified Foreign Investments

Cash and cash investments in foreign subsidiaries

Checking accounts, “sweep” like accounts and time deposits are maintained at local banks. Deposits are in various currencies including the local currency of the entity.

B.            Existing Investments

1.             Partnership interest in NI West, Inc.’s oil and gas wells in Oklahoma.

2.             Taiwan Asian Sourcing Office

3.             Shanghai Asian Sourcing Office

4.             TriMas Holdings Australia Pty., Ltd intercompany swap agreement with Rieke Corporation.

Schedule 6.05

ASSET SALES

1.               NI Industries, Inc. — Sale of Vernon, California properties

2.               Lamons Gasket Company — Sale of Baton Rouge, Louisiana facility

3.               Lake Erie Products, Inc. — Sale of business, facilities and related assets

Other asset sales otherwise permitted hereunder.

Schedule 6.09

EXISTING AFFILIATE TRANSACTIONS

None.

Schedule 6.10

EXISTING RESTRICTIONS

None.

EXHIBIT A

FORM OF

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of June 6, 2002 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among TriMas Corporation, a Delaware corporation, TriMas Company LLC, a Delaware limited liability company, the Subsidiary Term Borrowers party thereto, the Foreign Subsidiary Borrowers party thereto, the lenders from time to time party thereto (the “Lenders”), JPMorgan Chase Bank, as administrative agent, collateral agent, swingline lender and issuing bank and the other agent banks party thereto.  Terms defined in the Credit Agreement and not defined herein are used herein with the same meanings.

The Assignor named on the reverse hereof hereby sells and assigns, without recourse, to the Assignee named on the reverse hereof, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date (as defined below), the interests set forth on the reverse hereof (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without limitation, the interests set forth on the reverse hereof in the Commitments of the Assignor on the Assignment Date and the Loans owing to the Assignor that are outstanding on the Assignment Date, together with the participations in Letters of Credit, LC Disbursements and Swingline Loans held by the Assignor on the Assignment Date, but excluding accrued interest and fees to and excluding the Assignment Date.  The Assignee hereby acknowledges receipt of a copy of the Credit Agreement.  From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement (and, in the case that this Assignment and Acceptance covers all or the remaining portion of the Assignor’s rights and obligations under the Credit Agreement, the Assignor shall cease to be a party to the Credit Agreement but shall be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.03 thereof).

This Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent pursuant to Section 10.04(b) of the Credit Agreement.

This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:

Effective Date of Assignment

(“Assignment Date”):

The terms set forth above and on the reverse side hereof are hereby agreed to:

, as Assignor

, as Assignee

The undersigned hereby consent to the
within assignment: (1)

TriMas Company LLC, as Borrower,

JPMorgan Chase Bank, as Administrative Agent,

JPMorgan Chase Bank, as Issuing Bank,

JPMorgan Chase Bank, as Swingline Lender,

(1)           Consents to be included to the extent required by Section 10.04(b) of the Credit Agreement.

EXHIBIT B

JPMorgan Chase Bank, as Administrative

Agent, and as Collateral Agent and each of the Lenders party to the

Credit Agreement referred to below

Re:                                        TriMas Credit Agreement

Ladies and Gentlemen:

We have acted as special counsel to TriMas Company LLC, a Delaware corporation (the “Borrower”), and TriMas Corporation (“TriMas”), a Delaware corporation, (the “Parent Guarantor”), in connection with the execution and delivery by the Borrower, the Parent Guarantor and the Subsidiary Term Borrowers of that certain Credit Agreement dated as of June 6, 2002 (the “Credit Agreement”), among TriMas, the Borrower, the Subsidiary Term Borrowers party thereto, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders party thereto, JPMorgan Chase Bank as Administrative Agent and Collateral Agent, CSFB Cayman Islands Branch as Syndication Agent, Comerica Bank as Documentation Agent, Wachovia Bank, National Association as Documentation Agent and J.P. Morgan Securities Inc. and Credit Suisse First Boston as Arrangers. We have also acted as special counsel to the Borrower and to those certain subsidiaries of the Borrower which are listed on Schedule I annexed hereto (each, a “Subsidiary Guarantor” and, together with the Parent Guarantor, the “Guarantors” and, together with the Borrower, the “Loan Parties”) and who are party to the Security Agreement, the Pledge Agreement, the Guarantee Agreement and the Indemnity, Subrogation and Contribution Agreement (collectively, the “Opinion Security Documents”), in connection with the execution and delivery by the Borrower and each of the Opinion Security Documents.

This opinion is furnished to you at the request of the Borrower pursuant to Section 4.01(b) of the Credit Agreement. Unless otherwise defined herein, capitalized terms used herein shall

have the meanings ascribed to them in the Credit Agreement but shall only refer to any agreement, document or instrument as in effect on the date hereof.

In connection with the opinions expressed herein, we have examined such documents, records and matters of law as we have deemed necessary for the purposes of this opinion. We have examined, among other documents, the following documents being executed and delivered on the date hereof: the Credit Agreement and the Opinion Security Documents (together, the “Transaction Documents”).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate or limited liability company records, certificates of public officials and officers of each of the subsidiaries listed on Schedule II annexed hereto that is organized under the laws of New York or Delaware (each a “Specified Guarantor”; and collectively with Borrower and the Parent Guarantor, the “Specified Companies”) and other instruments as we have deemed necessary or appropriate to enable us to render this opinion. As to questions of fact relating to the Borrower and the Guarantors material to this opinion, we have relied upon certificates of public officials and statements, representations and certificates of officers and other representatives of the Borrower and the Guarantors without independent investigation into the matters covered thereby.

In rendering this opinion, we have assumed without independent investigation and with your permission (a) the due authorization, execution and delivery of the Transaction Documents by each party thereto other than the Specified Companies, (b) the authenticity of all documents submitted to us as originals, (c) the conformity to the original documents of all documents submitted to us as copies, (d) the genuineness of all signatures on all documents submitted to us, (e) the truthfulness and correctness of all matters and statements contained in the Transaction Documents and that there are no written or oral terms or conditions agreed to among the parties thereto, which could vary the truth, completeness, correctness, validity or effect of any of the statements made in, or the provisions of, the Transaction Documents, (f) the legal capacity of all natural persons, (g) the legality, validity and enforceability of the Transaction Documents against each of the parties thereto (other than the Specified Companies), (h) that the Collateral (as defined in the Security Agreement) exists and that the Loan Parties have rights in such Collateral, (i) that the stock certificates representing the shares of stock identified on Schedule II to the Pledge Agreement (the “Pledged Stock”) and stock powers in respect of the Pledged Stock endorsed in blank have been delivered to the Administrative Agent, (j) that there is a certificated instrument in registered form representing the Pledged Debt Securities (as defined in the Pledge Agreement) and that such instrument and note powers in respect thereof endorsed in blank have been delivered to the Administrative Agent in the State of New York, will continue to be held by the Administrative Agent in the State of New York and (k) that the Administrative Agent and each Lender acquired its interest in the Pledged Stock and the Pledged Debt Securities without any notice of any adverse liens, claims or encumbrances and (1) that the Pledged Stock constitute “Securities” under Article 8 of the UCC (as hereinafter defined).

We express no opinion as to the laws of any jurisdiction except the laws of the State of New York, the General Corporation Law of the State of Delaware and the laws of the United States of

America (the “Applicable Laws”), and we do not express any opinion with respect to the laws of any other state or jurisdiction. This opinion does not cover any laws, statutes, governmental rules or regulations or decisions which in our experience are not generally applicable to transactions of the kind covered by the Transaction Documents or covered by opinions typically delivered in connection with transactions of the kind covered by the Transaction Documents.

Based on the foregoing and subject to the qualifications set forth below, we are of the opinion that:

1.                                    Each of the Specified Companies (a) is validly existing and in good standing under the laws of its state of organization and (b) has the requisite corporate or organizational power to execute, deliver and perform its respective obligations under the Transaction Documents to which it is a party and to create such liens and security interests in favor of the Collateral Agent as are to be created by the terms of the Transaction Documents to which it is a party.

2.                                    The Transaction Documents to which any Specified Company is a party have been duly authorized by each such Specified Company. The Transaction Documents to which any Loan Party is a party have been duly executed and delivered by each such Loan Party and constitute, the legal, valid and binding obligations of each Loan Party that is a party thereto enforceable against it in accordance with their respective terms.

3.                                    Except for (i) the registrations and filings required by the Credit Agreement in respect of any Collateral for the obligations under the Credit Agreement, (ii) filings required in connection with effecting the Asset Dropdown following the Transactions and (iii) such consents, approvals, registrations and filings as have been made or obtained prior to the date hereof and remain in full force and effect or as would not, individually or in the aggregate, have a Material Adverse Effect, the Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority under the Applicable Laws and are in full force and effect and (b) will not violate any Applicable Law or the certificate of incorporation, by-laws or other organizational documents of any of the Specified Companies or any order known to us of any Governmental Authority applicable to or binding upon any of the Specified Companies.

4.                                    None of the Loan Parties is (a) an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940 or (b) a “holding company” as defined in, or subject to regulation under, the Public Utility Holding Company Act of 1935.

5.                                    The making of the Loans to the Borrower and the Subsidiary Term Borrowers and the application of the proceeds thereof by the Borrower and the Subsidiary Term Borrowers pursuant to the terms of the Credit Agreement will not violate Regulation U or X of the Board of Governors of the Federal Reserve System.

6.                                     None of the Collateral Agent or the other Lenders is required (a) to be qualified to do business, file any designation for service of process or file any reports or pay any taxes in the State of

New York, or (b) to comply with any statutory or regulatory requirement applicable only to financial institutions chartered or qualified or required to be chartered or qualified to do business in the State of New York by reason of the execution and delivery or filing or recording, as applicable, of any of the Transaction Documents, or by reason of the participation in any of the transactions under or contemplated by the Transaction Documents, including, without limitation, the extension of any credit contemplated thereby, the making and receipt of payments pursuant thereto and the exercise of any remedy thereunder. If it were determined that such qualification and filing were required, the validity of the Transaction Documents would not be affected thereby, but (a) if the Collateral Agent were not qualified it would be precluded from enforcing its rights as Collateral Agent on behalf of the Lenders in the courts of the State of New York until such time as it is admitted to transact business in the State of New York or (b) assuming the Lenders would institute remedies without the Collateral Agent, they would be precluded from enforcing their rights in the courts of the State of New York until such time as they were admitted to transact business in the State of New York. However, the lack of qualification would not result in any waiver of rights or remedies pending such qualification.

7.                                     The Security Agreement is in proper form under the applicable laws of the State of New York to (i) be enforceable against the grantors named therein in accordance with its terms and (ii) create a valid security interest in favor of the Collateral Agent in that portion of the Collateral purported to be governed thereby which is covered by Article 9 of the Uniform Commercial Code as in effect in the State of New York (the “UCC”).

8.                                     The Collateral Agent has the power without naming all the Lenders in any applicable legal proceeding to exercise remedies under the Opinion Security Documents for the realization of the Collateral in its own name, as Administrative Agent.

9.                                     Except as set forth in this paragraph 12, we express no opinion as to the enforceability of the choice of law provisions of any Transaction Document. You have asked for our opinion as to whether a court of competent jurisdiction of the State of New York would, in connection with the interpretation or enforcement of the Transaction Documents, apply the conflict-of-laws rules of the State of New York so as to find the internal laws of the State of New York applicable thereto, notwithstanding that certain of the Transaction Documents were executed and delivered outside the State of New York and/or relate to collateral or a Loan Party located or organized outside the State of New York. Section 5-1401 of the New York General Obligations Law provides, in effect, that the parties to certain contracts involving more than $250,000 may elect to have such contracts governed by New York law whether or not such contracts bear a reasonable relation to the State of New York. Accordingly, based solely upon a review of such Section, we are of the opinion (subject to the matters specified herein and the provisions of the sentence immediately following this sentence) that a court of competent jurisdiction of the State of New York should apply the internal laws of the State of New York to the construction or enforcement of the Transaction Documents. We express no opinion with respect to the law which may be applied to determine matters relating to the perfection of security interests in any Collateral or the enforceability of remedies relating to Collateral.

10.                              None of the provisions of the Transaction Documents will violate any law, statute or regulation of the State of New York relating to usury and the use of counterpart copies of any of the Transaction Documents does not affect the enforceability of any of the Transaction Documents.

11.                              The Pledge Agreement is in proper form under the applicable laws of the State of New York to create in favor of the Collateral Agent, for its benefit and for the benefit of the Secured Parties, a valid security interest in the right, title and interest of the Pledgors (as such term is defined in the Pledge Agreement) in the Pledged Stock issued by an issuer incorporated in the United States of America (“Domestic Pledged Stock”) and the Pledged Debt Securities.

12.                              Upon the Administrative Agent’s taking possession in the State of New York of the certificates representing the Domestic Pledged Stock and the Pledged Debt Securities, accompanied by duly executed blank stock or note powers and for so long as the Collateral Agent maintains continued possession of the same in the State of New York, the Collateral Agent, for its benefit and for the benefit of the Secured Parties, will have a perfected security interest in such Pledgor’s right, title and interest in the Domestic Pledged Stock and the Pledged Debt Securities. We note that the Pledged Debt Securities do not constitute “negotiable instruments” within the meaning of the UCC.

13.                              Upon the Administrative Agent’s filing of the Security Agreement in the United States Patent and Trademark Office and the filing of the financing statements contemplated by Section 3.02(b) of the Security Agreement, the Administrative Agent, for its benefit and for the benefit of the Secured Parties, will have, insofar as United States Federal Law applies, a perfected security interest in each applicable Loan Party’s right, title and interest in the federally registered Patents and Trademarks listed in Schedules IV and V, respectively to the Security Agreement.

Our opinions set forth above are subject to the following qualifications:

I.                              The enforceability of the Transaction Documents may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance and transfer acts, moratorium or other laws affecting creditor’s rights generally; (ii) judicial discretion and general principles of equity (regardless of whether considered in a proceeding in equity or at law) including, without limitation, principles that (a) include a requirement that a creditor act with reasonableness and in good faith and deal fairly with its debtors, (b) limit a creditor’s right to accelerate maturity of a debt upon the occurrence of a default deemed immaterial, or (c) might render certain waivers unenforceable, and we wish to advise you that the remedy of specific performance or injunctive relief (whether considered in a proceeding in equity or at law) is subject to the exercise of judicial discretion; and (iii) federal and state securities laws or the public policies underlying such laws.

II.                               Certain provisions of the Opinion Security Documents may be unenforceable in whole or in part under the laws of the State of New York, but the inclusion of such provisions does not affect the validity thereof, taken as a whole, and the Opinion Security Documents contain adequate provisions for the practical realization of the rights and benefits intended to be provided thereby. Without limiting the foregoing, New York courts or Federal courts applying New

York law may deny or limit the enforceability of clauses or provisions that purport to: (i) give the right of specific performance and injunctive and other forms of equitable relief, (ii) limit or expand the rights of set-off, (iii) authorize a secured party to take discretionary independent action for the account of or as an agent or attorney-in-fact for a debtor, (iv) give a secured party cumulative or duplicative remedies, to the extent such cumulative or duplicative remedies purport to or would have the effect of compensating such secured party in amounts in excess of the actual loss suffered by such secured party, (v) require that provisions thereof be waived only in writing, to the extent that an oral agreement or an implied agreement by trade practices or course of conduct has been created modifying any provisions of such documents or (vi) limit jurisdiction of any courts or establish any exclusive venue or evidentiary standards.

III.                           We express no opinion as to the applicability of Section 548 of the United States Bankruptcy Code or of any provisions of any state fraudulent conveyance statute or law to the transactions contemplated by the Transaction Documents.

IV.                           We express no opinion as to the validity, binding effect or enforceability of any provision of any Transaction Document that purports to waive, release or vary any right of, or any duties owing to, a party to the extent limited by Sections 1-102(3), 9-601, 9-602 or 9-603 of the UCC or other provisions of applicable law.

V.                               We express no opinion as to the right of any Agent or any Lender to collect any payment to the extent that such payment constitutes a penalty, forfeiture or late charge.

VI.                           We express no opinion as to (a) the existence of or the right, title or interest of the Loan Party in, to or under the Collateral and (b) the priority of any security interest purported to be created in the Collateral.

VII.                       We express no opinion with respect to the (a) validity, attachment, creation or perfection of any security interest purported to be created in the Collateral, except (i) to the extent specifically set forth herein and (ii) to the extent that Articles 8 or 9 of the UCC is applicable thereto and (b) the validity, creation or perfection of any security interest in the Collateral to the extent the same is expressly excluded from or not otherwise governed by the provisions of Article 9 of the UCC pursuant to Section 9-109, 9-204 or 9-311 of the UCC.

VIII.                   With respect to the opinions provided in paragraph 12 above, in the case of the issuance of additional shares in respect of the Pledged Stock or additional debt required to be pledged under the Transaction Documents, the security interests of the Collateral Agent therein will be perfected only if certificates representing such additional shares or instruments representing such additional debt are delivered to the Collateral Agent in the State of New York and Collateral Agent holds and continues to hold such certificates and instruments in the State of New York, together with undated stock or note powers with respect thereto, duly endorsed in blank.

IX.                          We call to your attention the fact that the perfection of the security interests in the Collateral, the Pledged Stock or Pledged Debt Securities may be limited by Section 552 of the Federal Bankruptcy Code, which limits the extent to which property acquired by a debtor after the commencement of a case under the Federal Bankruptcy Code may be subject to a security interest arising from a security agreement entered into by the debtor before the commencement of such case.

X.                              We call your attention to the fact that the security interest of the Collateral Agent in goods which are an accession to, or commingled or processed with other goods is limited by Section 9-335 or 9-336 of the UCC.

XI.                          We express no opinion with respect to any Collateral which is subject to a certificate of title or a document of title.

XII.                      We express no opinion with respect to any items which are subject to a statute, regulation or treaty of the United States of America which provides for a national or international certificate of title for the perfection of a security interest therein or which specifies a place of filing different from the place specified in the UCC for filing to perfect such security interest.

XIII.                  We express no opinion with respect to any Collateral, the Pledged Stock or Pledged Debt Securities consisting of claims against any government or governmental agency (including, without limitation, the United States of America or any state thereof or any agency or department of the United States of America or any state thereof).

XIV.                  In the case of any chattel paper, account or general intangible which is itself secured by other property, we express no opinion with respect to any Loan Party’s rights in and to such underlying collateral,

XV.                      We call to your attention that the perfection and the effect of perfection and non-perfection of the security interests in favor of the Collateral Agent for the benefit of the Secured Parties in the Collateral may be governed by laws other than the UCC to the extent the Collateral is or becomes located in a jurisdiction other than New York.

XVI.                  We call to your attention that Section 324 of the Delaware General Corporation Law provides that the shares of stock of any person in a Delaware corporation may be attached and sold for a debt or in response to other demands and, therefore, it is possible for there to be an attachment of securities under Section 324 that takes precedence over the pledge of securities if the securities are not registered on the books of the issuer in the name of the Administrative Agent for the benefit of the Secured Parties.

XVII.              We express no opinion as to the validity of any security interests to the extent such security interests may be affected by (A) Section 552 of the United States Bankruptcy Code, under which a bankruptcy court has discretion as to the extent to which post-petition proceeds

may be subject to a lien arising from a security agreement entered into by the debtor before the commencement of the case, or (B) Section 547(b) of the United States Bankruptcy Code, relating to the power to avoid a preference, or. (C) any other provisions of the United States Bankruptcy Code.

XVIII.          We call to your attention that the Perfection of any Security interest in “Proceeds” is subject to the limitations set forth in Section 9-315 of the UCC.

XIX.                 We call to your attention that the Perfection of a Security interest in “documents”, “instruments” and “Securities” are subject to the liabilities set forth in Sections 8-302, 9-312 and 9-331 of the UCC.

This opinion is furnished by us, special counsel to the Loan Parties, to you in connection with the transactions contemplated by the Credit Agreement and is solely for your benefit as a party to such transactions. This opinion may not be used or relied upon by any other person. Our opinions herein are limited to matters expressly set forth in this opinion letter, and no opinion is to be implied or may be inferred beyond the matters expressly so stated. We disclaim any obligation to update this opinion for events occurring after the date hereof.

Very truly yours,

EXHIBIT C

FOREIGN SUBSIDIARY BORROWING AGREEMENT dated as of [     ], 20[ ], among TRIMAS COMPANY LLC, a Delaware limited liability company (the “Parent Borrower”), TRIMAS CORPORATION, a Delaware corporation (“Holdings”), [       ] a [       ] corporation (the “New Foreign Subsidiary Borrower”) and JPMORGAN CHASE BANK, a New York banking corporation (“JPMCB”), as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (as defined herein).

Reference is made to the Credit Agreement dated as of June 6, 2002 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, Holdings, the Subsidiary Term Borrowers party thereto, the Foreign Subsidiary Borrowers party thereto, the lenders from time to time party thereto (the “Lenders”), JPMCB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Collateral Agent, swingline lender and issuing bank (in such capacity, the “Issuing Bank”) and the other agent banks party thereto.  Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set forth, to make Loans to the Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers (collectively, the “Borrowers”) and the Issuing Bank has agreed to issue Letters of Credit for the account of certain of the Borrowers.  The Borrowers and the New Foreign Subsidiary Borrower desire that the New Foreign Subsidiary Borrower become a Foreign Subsidiary Borrower.  Each of Holdings, the Borrowers and the New Foreign Subsidiary Borrower represent and warrant that the representations and warranties of the Borrowers in the Credit Agreement relating to the New Foreign Subsidiary Borrower and this Agreement are true and correct on and as of the date hereof.  The Borrowers and the New Foreign Subsidiary Borrower represent and warrant that there is no income, stamp, or other tax of any country, or any taxing authority thereof or therein, in the nature of a withholding tax or otherwise, which is imposed on any payment to be made by the New Foreign Subsidiary Borrower pursuant to this Agreement or the Credit Agreement, or is imposed in respect of the execution, delivery or enforcement of this Agreement or the Credit Agreement.  Holdings and the Borrowers agree that the Guarantees of Holdings and the Borrowers contained in the Credit Agreement will apply to the Obligations of the New Foreign Subsidiary Borrower.  Upon execution of this Agreement by each of Holdings, the Parent Borrower, the New Foreign Subsidiary Borrower and the Administrative Agent, the New Foreign Subsidiary Borrower shall be a party to the Credit Agreement and a “Foreign Subsidiary Borrower” and a “Borrower” for all purposes thereof, and the New Foreign Subsidiary Borrower hereby agrees to be bound by all provisions of the Credit Agreement.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above.

2

EXHIBIT D

GUARANTEE AGREEMENT dated as of June 6, 2002, among TRIMAS COMPANY LLC, a Delaware limited liability company (the “Parent Borrower”), TRIMAS CORPORATION., a Delaware corporation (“Holdings”), each Subsidiary Term Borrower party to the Credit Agreement referred to below (the “Subsidiary Term Borrowers”), each of the other subsidiaries of the Parent Borrower listed on Schedule I hereto (each such subsidiary and each Subsidiary Term Borrower individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”); the Subsidiary Guarantors, Holdings and the Parent Borrower are referred to collectively as the “Guarantors”) and JPMORGAN CHASE BANK, a New York banking corporation (“JPMCB”), as collateral agent (the “Collateral Agent”) for the Secured Parties (as defined in the Credit Agreement).

Reference is made to the Credit Agreement dated as of June 6, 2002 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Parent Borrower, Holdings, the Subsidiary Term Borrowers, the Foreign Subsidiary Borrowers (as defined in the Credit Agreement) party thereto, the lenders from time to time party thereto (the “Lenders”), JPMCB, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Collateral Agent, swingline lender and issuing bank (in such capacity, the “Issuing Bank”) and the other agent banks party thereto.  Capitalized terms used herein and not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Lenders have agreed to make Loans to the Parent Borrower, the Subsidiary Term Borrowers and the Foreign Subsidiary Borrowers (the Foreign Subsidiary Borrowers, the Subsidiary Term Borrowers and the Parent Borrower are referred to collectively herein as the “Borrowers”), and the Issuing Bank has agreed to issue Letters of Credit for the account of certain of the Borrowers, pursuant to, and upon the terms and subject to the conditions specified in, the Credit Agreement.  Each of the Guarantors acknowledges that it will derive substantial benefit from the making of the Loans by the Lenders, and the issuance of the Letters of Credit by the Issuing Bank.  The obligations of the Lenders to make Loans and of the Issuing Bank to issue Letters of Credit are conditioned on, among other things, the execution and delivery by the Guarantors of a Guarantee Agreement in the form hereof.  As consideration therefor and in order to induce the Lenders to make Loans and the Issuing Bank to issue Letters of Credit, the Guarantors are willing to execute this Agreement.

Accordingly, the parties hereto agree as follows:

SECTION 1.  Guarantee.  Each Guarantor unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, (a) the due and punctual payment by any Borrower of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by any Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash collateral and (iii) all other monetary obligations, including fees,

costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of any Borrower to the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of any Borrower and each Loan Party under or pursuant to the Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all obligations of any Borrower under each Hedging Agreement entered into with any counterparty that was a Lender or Lender Affiliate at the time such Hedging Agreement was entered into and (d) the due and punctual payment and performance of all obligations in respect of overdrafts and related liabilities owed to any Lender, any Lender Affiliate, the Administrative Agent or the Collateral Agent arising from treasury, depositary and cash management services or in connection with any automated clearinghouse transfer of funds (all the monetary and other obligations described in the preceding clauses (a) through (d) being collectively called the “Obligations”).  Each Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, without notice to or further assent from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Obligation.

SECTION 2.  Obligations Not Waived.  To the fullest extent permitted by applicable law, each Guarantor waives presentment to, demand of payment from and protest to any Borrower of any of the Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment.  To the fullest extent permitted by applicable law, the obligations of each Guarantor hereunder shall not be affected by (a) the failure of the Collateral Agent or any other Secured Party to assert any claim or demand or to enforce or exercise any right or remedy against any Borrower or any other Guarantor under the provisions of the Credit Agreement, any other Loan Document or otherwise, (b) any rescission, waiver, amendment or modification of, or any release from any of the terms or provisions of, this Agreement, any other Loan Document, any Guarantee or any other agreement, including with respect to any other Guarantor under this Agreement, or (c) the failure to perfect any security interest in, or the release of, any of the security held by or on behalf of the Collateral Agent or any other Secured Party.

SECTION 3.  Security.  Each of the Guarantors authorizes the Collateral Agent (on behalf of itself and the other Secured Parties) to (a) take and hold security for the payment of this Guarantee and the Obligations and exchange, enforce, waive and release any such security, (b) apply such security and direct the order or manner of sale thereof as it in its sole discretion may determine and (c) release or substitute any one or more endorsees, other guarantors or other obligors.

SECTION 4.  Guarantee of Payment.  Each Guarantor further agrees that its guarantee constitutes a guarantee of payment when due and not of collection, and waives any right to require that any resort be had by the Collateral Agent or any other Secured Party to any of the security held for payment of the Obligations or to any balance of any deposit account or credit on the books of the Collateral Agent or any other Secured Party in favor of the Borrowers or any other person.

SECTION 5.  No Discharge or Diminishment of Guarantee.  The obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason (other than the indefeasible payment in full in cash of the Obligations), including any claim of waiver, release, surrender, alteration or compromise of any of the Obligations, and shall not be subject to any defense (other than a defense of payment) or setoff, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise.  Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by the failure of the Collateral Agent or any other Secured Party to assert any

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claim or demand or to enforce any remedy under the Credit Agreement, any other Loan Document or any other agreement, by any waiver or modification of any provision of any thereof, by any default, failure or delay, wilful or otherwise, in the performance of the Obligations, or by any other act or omission that may or might in any manner or to any extent vary the risk of any Guarantor or that would otherwise operate as a discharge of each Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations).

SECTION 6.  Defenses of the Borrowers Waived.  To the fullest extent permitted by applicable law, each of the Guarantors waives any defense based on or arising out of any defense of any Borrower or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of any Borrower, other than the final and indefeasible payment in full in cash of the Obligations.  The Collateral Agent and the other Secured Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with any Borrower or any other guarantor or exercise any other right or remedy available to them against any Borrower or any other guarantor, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the Obligations have been fully, finally and indefeasibly paid in cash.  Pursuant to applicable law, each of the Guarantors waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Guarantor against any Borrower or any other Guarantor or guarantor, as the case may be, or any security.

SECTION 7.  Agreement to Pay; Subordination.  In furtherance of the foregoing and not in limitation of any other right that the Collateral Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of any Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Collateral Agent or such other Secured Party as designated thereby in cash the amount of such unpaid Obligations.  Upon payment by any Guarantor of any sums to the Collateral Agent or any Secured Party as provided above, all rights of such Guarantor against any Borrower arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subordinate and junior in right of payment to the prior indefeasible payment in full in cash of all the Obligations.  In addition, any indebtedness of any Borrower now or hereafter held by any Guarantor is hereby subordinated in right of payment to the prior payment in full in cash of the Obligations.  If any amount shall erroneously be paid to any Guarantor on account of (i) such subrogation, contribution, reimbursement, indemnity or similar right or (ii) any such indebtedness of any Borrower, such amount shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Collateral Agent to be credited against the payment of the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents.

SECTION 8.  Information.  Each of the Guarantors assumes all responsibility for being and keeping itself informed of each Borrower’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Collateral Agent or the other Secured Parties will have any duty to advise any of the Guarantors of information known to it or any of them regarding such circumstances or risks.

SECTION 9.  Representations and Warranties.  Each of the Guarantors represents and warrants as to itself that all representations and warranties relating to it contained in the Credit Agreement are true and correct.

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SECTION 10.  Termination.  The Guarantees made hereunder (a) shall terminate when all the Obligations have been paid in full in cash and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and the Issuing Bank has no further obligation to issue Letters of Credit under the Credit Agreement and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or must otherwise be restored by any Secured Party or any Guarantor upon the bankruptcy or reorganization of any Borrower, any Guarantor or otherwise.  In connection with the foregoing, the Collateral Agent shall execute and deliver to such Guarantor or Guarantor’s designee, at such Guarantor’s expense, any documents or instruments which such Guarantor shall reasonably request from time to time to evidence such termination and release.

SECTION 11.  Binding Effect; Several Agreement; Assignments; Release.  Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Guarantors that are contained in this Agreement shall bind and inure to the benefit of each party hereto and their respective successors and assigns.  This Agreement shall become effective as to any Guarantor when a counterpart hereof (or a Supplement referred to in Section 20) executed on behalf of such Guarantor shall have been delivered to the Collateral Agent, and a counterpart hereof (or a Supplement referred to in Section 20) shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such Guarantor and the Collateral Agent and their respective successors and assigns, and shall inure to the benefit of such Guarantor, the Collateral Agent and the other Secured Parties, and their respective successors and assigns, except that no Guarantor shall have the right to assign its rights or obligations hereunder or any interest herein (and any such attempted assignment shall be void).  If all of the capital stock of a Subsidiary Guarantor is sold, transferred or otherwise disposed of pursuant to a transaction permitted by Section 6.05 of the Credit Agreement, such Subsidiary Guarantor shall be released from its obligations under this Agreement without further action.  This Agreement shall be construed as a separate agreement with respect to each Guarantor and may be amended, modified, supplemented, waived or released with respect to any Guarantor without the approval of any other Guarantor and without affecting the obligations of any other Guarantor hereunder.

SECTION 12.  Waivers; Amendment.  (a)  No failure or delay of the Collateral Agent in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.  The rights and remedies of the Collateral Agent hereunder and of the other Secured Parties under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have.  No waiver of any provision of this Agreement or consent to any departure by any Guarantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.  No notice or demand on any Guarantor in any case shall entitle such Guarantor to any other or further notice or demand in similar or other circumstances.

(b)  Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into between the Guarantors with respect to which such waiver, amendment or modification relates and the Collateral Agent, with the prior written consent of the Required Lenders (except as otherwise provided in the Credit Agreement).

SECTION 13.  Governing Law.  This agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

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SECTION 14.  Notices.  All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement.  All communications and notices hereunder to each Guarantor shall be given to it in care of the Parent Borrower at the Parent Borrower’s address set forth in Section 10.01 of the Credit Agreement.

SECTION 15.  Survival of Agreement; Severability.  (a)  All covenants, agreements, representations and warranties made by the Guarantors herein and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Collateral Agent and the other Secured Parties and shall survive the making by the Lenders of the Loans and the issuance of the Letters of Credit by the Issuing Bank regardless of any investigation made by the Secured Parties or on their behalf, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any other fee or amount payable under this Agreement or any other Loan Document is outstanding and unpaid or the LC Exposure does not equal zero and as long as the Commitments have not been terminated.

(b)  In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

SECTION 16.  Counterparts.  This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract (subject to Section 11), and shall become effective as provided in Section 11.  Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually executed counterpart of this Agreement.

SECTION 17.  Rules of Interpretation.  The rules of interpretation specified in Section 1.03 of the Credit Agreement shall be applicable to this Agreement.  It is also understood and agreed that to the extent a Guarantor hereunder is also a Borrower the provisions herein shall be construed in a manner so that such provisions apply to the other Borrowers and not to such Guarantor in its capacity as a Borrower.

SECTION 18.  Jurisdiction; Consent to Service of Process.  (a)  Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court.  Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.  Nothing in this Agreement shall affect any right that the Collateral Agent or any other Secured Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents against any Guarantor or its properties in the courts of any jurisdiction.

(b)  Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the

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laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or Federal court.  Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)  Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 14.  Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 19.  Waiver of Jury Trial.  Each party hereto hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Agreement or the other Loan Documents.  Each party hereto (a) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce the foregoing waiver and (b) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the other Loan Documents, as applicable, by, among other things, the mutual waivers and certifications in this Section 19.

SECTION 20.  Additional Guarantors.  Pursuant to Section 5.12 of the Credit Agreement, each Subsidiary Loan Party that was not in existence or not such a Subsidiary Loan Party on the date of the Credit Agreement is required to enter into this Agreement as a Guarantor upon becoming a Subsidiary Loan Party.  Upon execution and delivery after the date hereof by the Collateral Agent and such a Subsidiary of an instrument (“Supplement”) in the form of Annex 1, such Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein.  The execution and delivery of any Supplement adding an additional Guarantor as a party to this Agreement shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

SECTION 21.  Right of Setoff.  If an Event of Default shall have occurred and be continuing, each Secured Party is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other Indebtedness at any time owing by such Secured Party to or for the credit or the account of any Guarantor against any or all the obligations of such Guarantor now or hereafter existing under this Agreement and the other Loan Documents held by such Secured Party, irrespective of whether or not such Secured Party shall have made any demand under this Agreement or any other Loan Document and although such obligations may be unmatured.  The rights of each Secured Party under this Section 21 are in addition to other rights and remedies (including other rights of setoff) which such Secured Party may have.

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.