TRIMAS CORP - Quarter Report: 2010 September (Form 10-Q)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549

FORM 10-Q


(Mark One)
ý		Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Quarterly Period Ended September 30, 2010
Or
o		Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period from to .

Commission file number 001-10716

TRIMAS CORPORATION
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		38-2687639 (IRS Employer Identification No.)

39400 Woodward Avenue, Suite 130
Bloomfield Hills, Michigan 48304
(Address of principal executive offices, including zip code)

(248) 631-5450
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer ý		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of October 28, 2010, the number of outstanding shares of the Registrant's common stock, $.01 par value, was 34,067,856 shares.

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TriMas Corporation

Index


Part I.	Financial Information
		Forward-Looking Statements	2
	Item 1.	Consolidated Financial Statements	3
		Consolidated Balance Sheet—September 30, 2010 and December 31, 2009	3
		Consolidated Statement of Operations for the Three and Nine Months Ended September 30, 2010 and 2009	4
		Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2010 and 2009	5
		Consolidated Statement of Shareholders' Equity for the Nine Months Ended September 30, 2010	6
		Notes to Unaudited Consolidated Financial Statements	7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	58
	Item 4.	Controls and Procedures	58
Part II.	Other Information and Signatures
	Item 1.	Legal Proceedings	59
	Item 1A.	Risk Factors	59
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	59
	Item 3.	Defaults Upon Senior Securities	59
	Item 4.	Reserved	59
	Item 5.	Other Information	59
	Item 6	Exhibits	60
	Signature		65

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Forward-Looking Statements

This report contains forward-looking statements (as that term is defined by the federal securities laws) about our financial condition, results of operations and business. You can find many of these statements by looking for words such as "may," "will," "expect," "anticipate," "believe," "estimate" and similar words used in this report.

These forward-looking statements are subject to numerous assumptions, risks and uncertainties. Because the statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. We caution readers not to place undue reliance on the statements, which speak only as of the date of this report.

The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We do not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statement to reflect events or circumstances after the date of this report or to reflect the occurrence of unanticipated events.

You should carefully consider the factors discussed in Part I, Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2009, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deemed to be immaterial also may materially adversely affect our business, financial position and results of operations or cash flows.

We disclose important factors that could cause our actual results to differ materially from our expectations under Part I, Item 2., "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this report. These cautionary statements qualify all forward-looking statements attributed to us or persons acting on our behalf. When we indicate that an event, condition or circumstance could or would have an adverse effect on us, we mean to include effects upon our business, financial and other condition, results of operations, prospects and ability to service our debt.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TriMas Corporation

Consolidated Balance Sheet

(Unaudited—dollars in thousands)

			September 30, 2010			December 31, 2009

Assets
Current assets:
	Cash and cash equivalents		$	46,510		$	9,480
	Receivables, net of reserves of approximately $6.0 million and $5.7 million as of September 30, 2010 and December 31, 2009, respectively			128,480			93,380
	Inventories			149,130			141,840
	Deferred income taxes			32,920			24,320
	Prepaid expenses and other current assets			7,610			6,500
	Assets of discontinued operations held for sale			—			4,250

		Total current assets		364,650			279,770
Property and equipment, net				161,620			162,220
Goodwill				194,850			196,330
Other intangibles, net				155,640			164,080
Other assets				22,740			23,380

		Total assets	$	899,500		$	825,780

Liabilities and Shareholders' Equity
Current liabilities:
	Current maturities, long-term debt		$	6,940		$	16,190
	Accounts payable			108,370			92,840
	Accrued liabilities			74,570			65,750
	Liabilities of discontinued operations			—			1,070

		Total current liabilities		189,880			175,850
Long-term debt				492,480			498,360
Deferred income taxes				67,180			42,590
Other long-term liabilities				45,120			47,000

		Total liabilities		794,660			763,800

Preferred stock $0.01 par: Authorized 100,000,000 shares; Issued and outstanding: None				—			—
Common stock, $0.01 par: Authorized 400,000,000 shares; Issued and outstanding: 34,067,856 shares at September 30, 2010 and 33,895,503 shares at December 31, 2009				340			330
Paid-in capital				529,710			528,370
Accumulated deficit				(470,800	)		(510,380	)
Accumulated other comprehensive income				45,590			43,660

		Total shareholders' equity		104,840			61,980

		Total liabilities and shareholders' equity	$	899,500		$	825,780

The accompanying notes are an integral part of these financial statements.

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TriMas Corporation

Consolidated Statement of Operations

(Unaudited—dollars in thousands, except for share amounts)

			Three months ended September 30,						Nine months ended September 30,

			2010			2009			2010			2009
Net sales			$	247,880		$	202,970		$	720,000		$	612,560
Cost of sales				(173,390	)		(144,770	)		(504,140	)		(457,720	)

	Gross profit			74,490			58,200			215,860			154,840
Selling, general and administrative expenses				(41,260	)		(37,070	)		(120,330	)		(112,240	)
Gain (loss) on dispositions of property and equipment				(220	)		20			(950	)		180

	Operating profit			33,010			21,150			94,580			42,780

Other income (expense), net:
	Interest expense			(12,550	)		(10,750	)		(39,780	)		(34,530	)
	Gain on extinguishment of debt			—			1,180			—			28,250
	Gain on bargain purchase			—			—			410			—
	Other, net			(200	)		(190	)		(1,250	)		(1,710	)

		Other income (expense), net		(12,750	)		(9,760	)		(40,620	)		(7,990	)

Income from continuing operations before income tax expense				20,260			11,390			53,960			34,790
Income tax expense				(7,500	)		(4,240	)		(20,230	)		(13,190	)

Income from continuing operations				12,760			7,150			33,730			21,600
Income (loss) from discontinued operations, net of income tax benefit (expense)				(40	)		(1,320	)		5,850			(10,460	)

Net income			$	12,720		$	5,830		$	39,580		$	11,140

Earnings per share—basic:
		Continuing operations	$	0.38		$	0.21		$	1.00		$	0.64
		Discontinued operations, net of income tax benefit (expense)		(0.00	)		(0.04	)		0.17			(0.31	)

		Net income per share	$	0.38		$	0.17		$	1.17		$	0.33

Weighted average common shares—basic				33,827,939			33,496,634			33,730,852			33,480,747

Earnings per share—diluted:
		Continuing operations	$	0.37		$	0.21		$	0.98		$	0.64
		Discontinued operations, net of income tax benefit (expense)		(0.00	)		(0.04	)		0.17			(0.31	)

		Net income per share	$	0.37		$	0.17		$	1.15		$	0.33

Weighted average common shares—diluted				34,512,820			34,007,846			34,380,188			33,752,210

The accompanying notes are an integral part of these financial statements.

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TriMas Corporation

Consolidated Statement of Cash Flows

(Unaudited—dollars in thousands)

			Nine months ended September 30,

			2010			2009
Cash Flows from Operating Activities:
Net income			$	39,580		$	11,140
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition impact:
	Gain on dispositions of property and equipment			(9,080	)		(180	)
	Gain on bargain purchase			(410	)		—
	Depreciation			17,670			22,440
	Amortization of intangible assets			10,600			10,970
	Amortization of debt issue costs			2,200			1,680
	Deferred income taxes			14,480			3,740
	Gain on extinguishment of debt			—			(28,250	)
	Non-cash compensation expense			1,050			330
	Net proceeds from (reductions in) sale of receivables and receivables securitization			4,340			(15,690	)
	(Increase) decrease in receivables			(35,710	)		24,600
	(Increase) decrease in inventories			(3,150	)		51,690
	(Increase) decrease in prepaid expenses and other assets			(1,770	)		1,860
	Increase (decrease) in accounts payable and accrued liabilities			19,340			(18,440	)
	Other, net			2,460			1,750

		Net cash provided by operating activities, net of acquisition impact		61,600			67,640

Cash Flows from Investing Activities:
	Capital expenditures			(11,090	)		(10,850	)
	Acquisition of businesses, net of cash acquired			(12,760	)		—
	Net proceeds from disposition of businesses and other assets			14,720			23,100

		Net cash provided by (used for) investing activities		(9,130	)		12,250

Cash Flows from Financing Activities:
	Repayments of borrowings on term loan facilities			(1,950	)		(2,370	)
	Proceeds from borrowings on revolving credit facilities			376,430			677,930
	Repayments of borrowings on revolving credit facilities			(390,220	)		(690,740	)
	Retirement of senior subordinated notes			—			(43,850	)
	Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations			(240	)		—
	Proceeds from exercise of stock options			100			—
	Excess tax benefits from stock based compensation			440			—

		Net cash used for financing activities		(15,440	)		(59,030	)

Cash and Cash Equivalents:
	Increase for the period			37,030			20,860
		At beginning of period		9,480			3,910

		At end of period	$	46,510		$	24,770

	Supplemental disclosure of cash flow information:
		Cash paid for interest	$	27,710		$	25,460

		Cash paid for taxes	$	6,260		$	6,730

The accompanying notes are an integral part of these financial statements.

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TriMas Corporation

Consolidated Statement of Shareholders' Equity

Nine months Ended September 30, 2010

(Unaudited—dollars in thousands)

			Common Stock		Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Income		Total

Balances, December 31, 2009			$	330	$	528,370		$	(510,380	)	$	43,660	$	61,980
Comprehensive income:
	Net income			—		—			39,580			—		39,580
	Amortization of defined benefit plan deferred losses (net of tax of $30 thousand) (Note 15)			—		—			—			60		60
	Foreign currency translation			—		—			—			710		710
	Amortization of unrealized loss on interest rate swaps (net of tax of $0.7 million) (Note 10)			—		—			—			1,160		1,160

		Total comprehensive income												41,510
Shares surrendered upon vesting of options and restricted stock awards to cover tax obligations				—		(240	)		—			—		(240	)
Stock option exercises and restricted stock vestings				10		90			—			—		100
Excess tax benefits from stock based compensation				—		440			—			—		440
Non-cash compensation expense				—		1,050			—			—		1,050

Balances, September 30, 2010			$	340	$	529,710		$	(470,800	)	$	45,590	$	104,840

The accompanying notes are an integral part of these financial statements.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

TriMas Corporation ("TriMas" or the "Company"), and its consolidated subsidiaries, is a global manufacturer and distributor of products for commercial, industrial and consumer markets. The Company is principally engaged in five reportable segments with diverse products and market channels: Packaging, Energy, Aerospace & Defense, Engineered Components and Cequent. See Note 12, "Segment Information," for further information on each of the Company's reportable segments.

The accompanying consolidated financial statements include the accounts of the Company and its subsidiaries and in the opinion of management, contain all adjustments, including adjustments of a normal and recurring nature, necessary for a fair presentation of financial position and results of operations. Results of operations for interim periods are not necessarily indicative of results for the full year. Certain prior year amounts have been reclassified to conform with the current year presentation. The accompanying consolidated financial statements and notes thereto should be read in conjunction with the Company's 2009 Annual Report on Form 10-K.

2. Discontinued Operations and Assets Held for Sale

During the fourth quarter of 2009, the Company committed to a plan to exit its medical device line of business which was part of the Engineered Components operating segment. The business was sold in May 2010 for cash proceeds of $2.0 million, which approximated the net book value of the assets and liabilities sold.

During the fourth quarter of 2008, the Company entered into a binding agreement to sell certain assets within its specialty laminates, jacketings and insulation tapes line of business, which was part of the Packaging operating segment. The sale was completed in February 2009 for cash proceeds of approximately $21.0 million. The Company's manufacturing facility is subject to a lease agreement expiring in 2024 that was not assumed by the purchaser of the business. During first quarter 2009, upon the cease use date of the facility, the Company recorded a pre-tax charge of approximately $10.7 million for future lease obligations on the facility, net of estimated sublease recoveries.

During the fourth quarter of 2007, the Company committed to a plan to sell its property management line of business. The sale was completed in April 2010 for cash proceeds of $13.0 million, resulting in a pre-tax gain on sale of approximately $10.1 million during the second quarter of 2010.

The results of the aforementioned businesses are reported as discontinued operations for all periods presented. Results of discontinued operations are summarized as follows:

		Three months ended September 30,						Nine months ended September 30,

		2010			2009			2010			2009
		(dollars in thousands)						(dollars in thousands)
Net sales		$	—		$	1,430		$	660		$	12,000

Income (loss) from discontinued operations before income tax benefit (expense)		$	(90	)	$	(2,140	)	$	9,200		$	(17,000	)
Income tax benefit (expense)			50			820			(3,350	)		6,540

	Income (loss) from discontinued operations, net of income tax benefit (expense)	$	(40	)	$	(1,320	)	$	5,850		$	(10,460	)

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

2. Discontinued Operations and Assets Held for Sale (Continued)

Assets and liabilities of the discontinued operations held for sale are summarized as follows:

		September 30, 2010		December 31, 2009

		(dollars in thousands)
Receivables, net		$	—	$	200
Property and equipment, net			—		4,050

	Total assets	$	—	$	4,250

Accounts payable		$	—	$	150
Accrued liabilities and other			—		920

	Total liabilities	$	—	$	1,070

3. Mosinee Plant Closure

In March 2009, the Company announced plans to close its manufacturing facility in Mosinee, Wisconsin, moving production and distribution functions from Mosinee to lower-cost manufacturing facilities or to third-party sourcing partners. As of December 31, 2009, the Company completed the move and ceased operations in Mosinee. Upon the cease use date of the facility, the Company recorded a pre-tax charge within its Cequent segment of approximately $5.3 million for future lease obligations related to the facility, net of estimated lease recoveries. Also during 2009, the Company recorded a pre-tax charge within its Cequent segment of approximately $1.8 million, of which $1.6 million was recorded in the first quarter of 2009, primarily related to cash costs for severance benefits for approximately 160 employees that were involuntarily terminated as part of the closure. As of June 30, 2010, the Company had paid all severance benefits.

In addition, the Company recorded approximately $2.6 million of accelerated depreciation expense during 2009 as a result of shortening the expected lives on certain machinery and equipment assets that the Company no longer utilizes following the closure, of which $0.5 million and $2.2 million was recorded in the three and nine months ended September 30, 2009.

4. Acquisitions

On June 8, 2010, the Company's Norris Cylinder subsidiary, included in the Company's Engineered Components segment, completed the acquisition of certain assets and liabilities from Taylor-Wharton International, LLC ("TWI") and its subsidiary, TW Cylinders, related to TWI's high and low-pressure cylinder business for $11.8 million, including a net working capital adjustment of $0.8 million. The acquisition was completed following approval by the United States Bankruptcy Court for the District of Delaware pursuant to Section 363 of the U.S. Bankruptcy Code. The assets purchased generated approximately $17 million in revenue during 2009. The fair value of the net assets acquired exceeded the purchase price, resulting in a bargain purchase gain of approximately $0.4 million, which is included in other income, net in the accompanying consolidated results of operations for the nine months ended September 30, 2010. The purchase price remains subject to the finalization of the net working capital adjustment, which is expected to be completed during the fourth quarter of 2010.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

4. Acquisitions (Continued)

The results of operations of the aforementioned acquisition are not significant compared to the overall results of operations of the Company.

5. Goodwill and Other Intangible Assets

Changes in the carrying amount of goodwill for the nine months ended September 30, 2010 are summarized as follows:

		Packaging			Energy		Aerospace & Defense		Engineered Components		Cequent		Total

							(dollars in thousands)
Balance, December 31, 2009		$	115,460		$	39,740	$	41,130	$	—	$	—	$	196,330
	Foreign currency translation		(1,610	)		130		—		—		—		(1,480	)

Balance, September 30, 2010		$	113,850		$	39,870	$	41,130	$	—	$	—	$	194,850

The gross carrying amounts and accumulated amortization of the Company's other intangibles as of September 30, 2010 and December 31, 2009 are summarized below. The Company amortizes these assets over periods ranging from 1 to 30 years.

		As of September 30, 2010					As of December 31, 2009

Intangible Category by Useful Life		Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization
				(dollars in thousands)
Customer relationships:
	5 - 12 years	$	25,190	$	(19,980	)	$	24,710	$	(18,290	)
	15 - 25 years		154,610		(67,420	)		154,610		(61,250	)

Total customer relationships			179,800		(87,400	)		179,320		(79,540	)

Technology and other:
	1 - 15 years		26,520		(22,500	)		25,800		(22,060	)
	17 - 30 years		42,390		(18,180	)		42,120		(16,640	)

Total technology and other			68,910		(40,680	)		67,920		(38,700	)

Trademark/Trade names (indefinite life)			35,010		—			35,080		—

		$	283,720	$	(128,080	)	$	282,320	$	(118,240	)

Amortization expense related to technology and other intangibles was approximately $0.9 million and $1.0 million for the three months ended September 30, 2010 and 2009, respectively, and $2.8 million and $3.0 million for the nine months ended September 30, 2010 and 2009, respectively. These amounts are included in cost of sales in the accompanying consolidated statement of operations. Amortization expense related to customer intangibles was approximately $2.6 million for each of the three months ended September 30, 2010 and 2009, respectively, and $7.8 million and $7.9 million for the nine months ended September 30, 2010 and 2009, respectively. These amounts are included in selling, general and administrative expenses in the accompanying consolidated statement of operations.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

6. Receivables Facility

On December 29, 2009, the Company entered into a new three year accounts receivable facility through TSPC, Inc. ("TSPC"), a wholly-owned subsidiary, to sell trade accounts receivable of substantially all of the Company's domestic business operations. Under this facility, TSPC, from time to time, may sell an undivided fractional ownership interest in the pool of receivables up to approximately $75.0 million to a third party multi-seller receivables funding company. The Company did not have any amounts outstanding under the facility as of September 30, 2010 or December 31, 2009, but had $52.4 million and $32.1 million, respectively, available but not utilized. The net amount financed under the facility is less than the face amount of accounts receivable by an amount that approximates the purchaser's financing costs. As of September 30, 2010, the cost of funds under this facility consisted of a 3-month London Interbank Offered Rates ("LIBOR")-based rate plus a usage fee of 3.00% and a fee on the unused portion of the facility of 1.00%. Aggregate costs incurred under this facility were $0.2 million and $0.8 million for the three and nine months ended September 30, 2010, respectively, and are included in interest expense in the accompanying consolidated statement of operations. The facility expires on December 29, 2012.

The cost of funds fees incurred are determined by calculating the estimated present value of the receivables sold compared to their carrying amount. The estimated present value factor is based on historical collection experience and a discount rate based on a 3 month LIBOR-based rate plus the usage fee discussed above and is computed in accordance with the terms of the securitization agreement. As of September 30 2010, the costs of funds under the facility was based on an average liquidation period of the portfolio of approximately 1.6 months and an average discount rate of 1.7%.

Through December 28, 2009, TriMas was party to a 364-day accounts receivable facility through TSPC. Under this facility, TSPC, from time to time, sold an undivided fractional ownership interest in the pool of receivables up to approximately $55.0 million to a third party multi-seller receivables funding company. The net proceeds of the sale of receivables were less than the face amount of the accounts receivable sold by an amount that approximated the purchaser's financing costs. As of September 30, 2009, the cost of funds under this facility consisted of a commercial paper-based rate plus the usage fee of 4.5% and a fee on the unused portion of the facility of 2.25%. Previously, the Company completed its annual renewal of this facility in February 2009, incurring approximately $0.4 million. Aggregate costs incurred under this facility, including renewal costs, were $0.3 million and $1.3 million for the three and nine months ended September 30, 2009, respectively. Such amounts are included in other expense, net in the accompanying consolidated statement of operations.

In addition, the Company from time to time may sell an undivided interest in accounts receivable under factoring arrangements at three of its European subsidiaries. As of September 30, 2010 and December 31, 2009, the Company's funding under these arrangements was approximately $4.3 million and $4.5 million, respectively. Sales of the European subsidiaries' accounts receivable were sold at a discount from face value of approximately 1.8% and 1.2%, at September 30, 2010 and 2009, respectively. Costs associated with these transactions were approximately $0.08 million and $0.05 million for the three months ended September 30, 2010 and 2009, respectively, and $0.2 million for each of the nine month periods ended September 30, 2010 and 2009, and are included in other expense, net in the accompanying consolidated statement of operations.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

7. Inventories

Inventories consist of the following:

		September 30, 2010		December 31, 2009

		(dollars in thousands)
Finished goods		$	98,110	$	95,420
Work in process			19,080		16,270
Raw materials			31,940		30,150

	Total inventories	$	149,130	$	141,840

8. Property and Equipment, Net

Property and equipment, net, consists of the following:

		September 30, 2010		December 31, 2009

		(dollars in thousands)
Land and land improvements		$	2,880	$	2,380
Buildings			48,360		44,810
Machinery and equipment			285,940		283,710

			337,180		330,900
Less: Accumulated depreciation			175,560		168,680

	Property and equipment, net	$	161,620	$	162,220

Depreciation expense was approximately $5.7 million and $6.6 million, and $17.6 million and $20.3 million for the three and nine months ended September 30, 2010 and 2009, respectively, of which $5.1 million and $6.0 million, and $15.6 million and $18.1 million, respectively, is included in cost of sales in the accompanying statement of operations, and $0.6 million and $0.6 million, and $2.0 million and $2.2 million, respectively, is included in selling, general and administrative expenses in the accompanying statement of operations.

In connection with the closure of the Mosinee facility (see Note 3), the Company recorded accelerated depreciation expense of approximately $0.5 million and $2.2 million during the three and nine months ended September 30, 2009, respectively, which is included in the $6.0 million and $18.1 million of depreciation expense recorded in cost of sales during the three and nine months then ended. This charge related to shortening the expected useful lives on certain machinery and equipment.

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TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

9. Long-term Debt

The Company's long-term debt consists of the following:

		September 30, 2010		December 31, 2009

		(dollars in thousands)
U.S. bank debt		$	249,600	$	256,680
Non-U.S. bank debt and other			4,520		12,890
9³/4% senior secured notes, due December 2017			245,300		244,980

			499,420		514,550
Less: Current maturities, long-term debt			6,940		16,190

	Long-term debt	$	492,480	$	498,360

U.S. Bank Debt

The Company is a party to a credit facility consisting of a $83.0 million revolving credit facility, a $40.0 million deposit-linked supplemental revolving credit facility and a $252.2 million term loan facility (collectively, the "Credit Facility"). During the third quarter of 2010, the Company elected to reduce its supplemental revolving credit facility from $60.0 million to $40.0 million. Under the Credit Facility, the Company is also able to issue letters of credit, not to exceed $65.0 million in aggregate, against its revolving credit facility commitments. At September 30, 2010 and December 31, 2009, the Company had letters of credit of approximately $26.2 million and $31.2 million, respectively, issued and outstanding.

At September 30, 2010 and December 31, 2009, the Company had $0 and $5.1 million, respectively, outstanding under its supplemental revolving credit facility and had additional revolving credit commitments of $96.8 million and $101.7 million, respectively, potentially available under the Credit Facility after giving effect to approximately $26.2 million and $31.2 million, respectively, of letters of credit issued and outstanding. In addition, including availability under its accounts receivable facility and after consideration of leverage restrictions contained in the Credit Facility, the Company had $149.2 million and $114.3 million, respectively of capacity available to it for general corporate purposes under its revolving credit and accounts receivable facilities.

The bank debt is an obligation of the Company and its subsidiaries. Although the terms of the Credit Facility do not restrict the Company's subsidiaries from making distributions to it in respect of its 9³/4% senior secured notes, it does contain certain other limitations on the distribution of funds from TriMas Company LLC, the principal subsidiary, to the Company. The restricted net assets of the guarantor subsidiaries of approximately $331.7 million and $270.4 million at September 30, 2010 and December 31, 2009, respectively, are presented in the financial information in Note 18, "Supplemental Guarantor Condensed Consolidating Financial Information." The Credit Facility also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries. The Company was in compliance with its covenants at September 30, 2010.

The Company's term loan facility traded at approximately 97.8% and 95.5% of par value as of September 30, 2010 and December 31, 2009, respectively, and was valued based on Level 2 inputs as defined in the fair value hierarchy.

Table of Contents

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

9. Long-term Debt (Continued)

Non-U.S. Bank Debt

In the United Kingdom, the Company's subsidiary is party to a revolving debt agreement which is secured by a letter of credit under the Credit Facility. At September 30, 2010, the balance outstanding under this arrangement was $0.3 million at an interest rate of 2.5%. At December 31, 2009, the balance outstanding under this agreement was approximately $0.8 million at an interest rate of 2.5%.

In Australia, the Company's subsidiary is party to a debt agreement which matures December 31, 2010 and is secured by substantially all the assets of the subsidiary. At September 30, 2010, the balance outstanding under this agreement was $3.9 million at an interest rate of 6.8%. At December 31, 2009, the balance outstanding under this agreement was approximately $11.7 million at an interest rate of approximately 6.6%.

Notes

During the fourth quarter of 2009, the Company issued $250.0 million principal amount of 9³/4% senior secured notes due 2017 ("Senior Notes") at a discount of $5.0 million. The net proceeds of the offering, approximately $239.7 million, together with $29.3 million of cash on hand, were used to repurchase $256.5 million principal amount of the Company's 9⁷/8% senior subordinated notes due 2012 ("Sub Notes"), for tender costs and expenses related thereto, and to pay fees and expenses related to the Senior Notes.

During the three and nine months ended September 30, 2009, the Company utilized approximately $8.7 million and $43.8 million, respectively, of cash on hand to retire $10.0 million and $73.2 million, respectively of face value of the Sub Notes, resulting in a net gain in the three and nine months ended September 30, 2009 of approximately $1.2 million and $28.3 million, respectively, after considering non-cash debt extinguishment costs of $0.1 million and $1.1 million, respectively.

The Notes indenture contains negative and affirmative covenants and other requirements that are comparable to those contained in the Credit Facility. At September 30, 2010, the Company was in compliance with all such covenant requirements.

The Company's Senior Notes traded at approximately 106.5% and 98.5% of par value as of September 30, 2010 and December 31, 2009, respectively, and was valued based on Level 2 inputs as defined in the fair value hierarchy.

10. Derivative Instruments

The Company is party to interest rate swaps to fix the variable LIBOR-based portion on $200.0 million notional amount of the Company's term loan facility. Upon inception, the interest rate swaps were designated as cash flow hedges; however, upon the Company's amendment and restatement of its credit facilities in the fourth quarter of 2009, the Company determined that these interest rate swaps were no longer effective due to the imposition of a LIBOR floor in the determination of the variable interest rate on the term loan facility. In the first quarter of 2010, the Company amended the interest rate swaps to include a LIBOR floor similar to the term loan facility; however, the amended interest rate swaps have not been designated as hedging instruments. For the three and nine months ended September 30, 2010, approximately $0.6 million and $1.9 million, respectively, of unrealized loss from accumulated other

Table of Contents

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

10. Derivative Instruments (Continued)

comprehensive income incurred while the interest rate swaps were effective was amortized into earnings as interest expense. Over the next 12 months, the Company expects approximately $0.8 million of unrealized loss in accumulated other comprehensive income incurred while the interest rate swaps were effective to be amortized into earnings as interest expense.

As of December 31, 2009, the Company held a foreign exchange forward contract with a notional value of 55.5 million Mexican pesos and a foreign exchange forward contract with a notional value of £6.5 million. These contracts expired during the first quarter of 2010 and were not designated as hedging instruments.

As of September 30, 2010 and December 31, 2009, the fair value carrying amounts of the Company's derivative instruments not designated as hedging instruments are recorded as follows:

			Asset Derivatives				Liability Derivatives

		Balance Sheet Caption	September 30, 2010		December 31, 2009		September 30, 2010		December 31, 2009
					(dollars in thousands)
Derivatives not designated as hedging instruments
	Interest rate contracts	Accrued liabilities	$	—	$	—	$	1,830	$	1,700
	Interest rate contracts	Other long-term liabilities		—		—		—		660
	Foreign currency forward contracts	Accrued liabilities		—		—		—		150

Total derivatives not designated as hedging instruments			$	—	$	—	$	1,830	$	2,510

The effect of derivative instruments on the consolidated statement of operations for the three and nine months ended September 30, 2010 and 2009 is summarized as follows:

									Amount of Loss Reclassifed from AOCI in to Earnings

		Amount of Loss Recognized in AOCI on Derivatives (Effective Portion, net of tax)							Amount of Loss Reclassifed from AOCI in to Earnings
									Three months ended September 30,						Nine months ended September 30,
								Location of Loss Reclassified from AOCI into Earnings (Effective Portion)
		As of September 30, 2010			As of December 31 2009
		As of September 30, 2010			As of December 31 2009				2010			2009			2010			2009
		(dollars in thousands)							(dollars in thousands)						(dollars in thousands)
Derivatives designated as hedging instruments
	Interest rate contracts	$	(500	)	$	(1,660	)	Interest expense	$	(570	)	$	(940	)	$	(1,860	)	$	(1,950	)

Table of Contents

TRIMAS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(unaudited)

10. Derivative Instruments (Continued)

		September 30, 2010

Description	Frequency	Asset / (Liability)			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
		(dollars in thousands)
Interest rate swaps	Recurring	$	(1,830	)	$	—	$	(1,830	)	$	—

		December 31, 2009

Description	Frequency	Asset / (Liability)			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
		(dollars in thousands)
Interest rate swaps	Recurring	$	(2,360	)	$	—	$	(2,360	)	$	—
Foreign currency forward contracts	Recurring		(150	)		—		(150	)		—

		$	(2,510	)	$	—	$	(2,510	)	$	—

					Average settlement amount per claim during period		Total defense costs during period

Fiscal year ended December 31, 2009	7,524	586	254	40	$	4,644	$	2,652,000
Nine months ended September 30, 2010	7,816	726	333	40	$	8,138	$	2,147,000

		Three months ended September 30,						Nine months ended September 30,

		2010			2009			2010			2009
					(dollars in thousands)
Net Sales
Packaging		$	44,490		$	39,730		$	133,610		$	106,130
Energy			47,440			36,000			135,080			111,260
Aerospace & Defense			19,170			16,060			53,470			56,530
Engineered Components			24,950			15,100			67,180			48,570
Cequent			111,830			96,080			330,660			290,070

	Total	$	247,880		$	202,970		$	720,000		$	612,560

Operating Profit
Packaging		$	13,140		$	9,160		$	38,480		$	23,390
Energy			4,910			3,200			15,440			9,380
Aerospace & Defense			5,350			5,190			13,020			18,410
Engineered Components			2,690			920			8,430			1,640
Cequent			13,430			7,220			37,600			6,760
Corporate expenses			(6,510	)		(4,540	)		(18,390	)		(16,800	)

	Total	$	33,010		$	21,150		$	94,580		$	42,780

Adjusted EBITDA
Packaging		$	16,010		$	12,540		$	47,350		$	32,760
Energy			5,620			3,950			17,540			11,730
Aerospace & Defense			5,770			5,760			14,780			20,180
Engineered Components			3,760			1,640			11,410			3,900
Cequent			17,320			12,200			49,290			21,700
Corporate (expenses) income			(6,450	)		(3,520	)		(18,390	)		11,360

	Subtotal from continuing operations		42,030			32,570			121,980			101,630
Discontinued operations			40			(1,660	)		9,650			(14,240	)

	Total company	$	42,070		$	30,910		$	131,630		$	87,390

		Three months ended September 30,					Nine months ended September 30,

		2010		2009			2010		2009
		(dollars in thousands)
Net income		$	12,720	$	5,830		$	39,580	$	11,140
	Income tax expense		7,450		3,420			23,580		6,650
	Interest expense		12,680		10,930			40,200		35,050
	Debt extinguishment costs		—		150			—		1,140
	Depreciation and amortization		9,220		10,580			28,270		33,410

Adjusted EBITDA, total company		$	42,070	$	30,910		$	131,630	$	87,390
	Adjusted EBITDA, discontinued operations		40		(1,660	)		9,650		(14,240	)

Adjusted EBITDA, continuing operations		$	42,030	$	32,570		$	121,980	$	101,630

				Weighted Average Option Price			Aggregate Intrinsic Value

Outstanding at January 1, 2010		554,000		$	1.14
	Granted	—
	Exercised	(10,666	)		1.01
	Cancelled	—

Outstanding at September 30, 2010		543,334		$	1.15	8.4	$	7,445,740

				Weighted Average Grant Date Fair Value			Aggregate Intrinsic Value

Outstanding at January 1, 2010		251,937		$	5.99
	Granted	25,000			6.95
	Vested	(172,313	)		6.16
	Cancelled	(2,296	)		8.80

Outstanding at September 30, 2010		102,328		$	5.88	1.0	$	1,519,570

				Weighted Average Option Price			Aggregate Intrinsic Value

Outstanding at January 1, 2010		1,285,344		$	13.45
	Granted	97,870			6.09
	Exercised	(90,617	)		1.01
	Cancelled	(70,845	)		7.74

Outstanding at September 30, 2010		1,221,752		$	14.12	5.6	$	6,044,350

				Weighted Average Grant Date Fair Value			Aggregate Intrinsic Value

Outstanding at January 1, 2010		126,950		$	5.20
	Granted	78,090			6.09
	Vested	(82,960	)		5.20
	Cancelled	(190	)		5.20

Outstanding at September 30, 2010		121,890		$	5.77	1.7	$	1,810,070

				September 30, 2010

				Parent		Guarantor		Non- Guarantor		Eliminations			Consolidated Total
Assets
Current assets:
	Cash and cash equivalents			$	—	$	15,310	$	31,200	$	—		$	46,510
	Trade receivables, net				—		109,350		19,130		—			128,480
	Receivables, intercompany				—		—		5,130		(5,130	)		—
	Inventories				—		125,360		23,770		—			149,130
	Deferred income taxes				14,000		17,870		1,050		—			32,920
	Prepaid expenses and other current assets				—		6,130		1,480		—			7,610

		Total current assets			14,000		274,020		81,760		(5,130	)		364,650
Investments in subsidiaries					331,680		137,180		—		(468,860	)		—
Property and equipment, net					—		115,890		45,730		—			161,620
Goodwill					—		148,220		46,630		—			194,850
Intangibles and other assets					11,640		166,080		6,370		(5,710	)		178,380

			Total assets	$	357,320	$	841,390	$	180,490	$	(479,700	)	$	899,500

Liabilities and Shareholders' Equity
Current liabilities:
	Current maturities, long-term debt			$	—	$	2,760	$	4,180	$	—		$	6,940
	Accounts payable, trade				—		85,720		22,650		—			108,370
	Accounts payable, intercompany				—		5,130		—		(5,130	)		—
	Accrued liabilities				7,180		57,190		10,200		—			74,570

		Total current liabilities			7,180		150,800		37,030		(5,130	)		189,880
Long-term debt					245,300		247,180		—		—			492,480
Deferred income taxes					—		69,270		3,620		(5,710	)		67,180
Other long-term liabilities					—		42,460		2,660		—			45,120

		Total liabilities			252,480		509,710		43,310		(10,840	)		794,660

		Total shareholders' equity			104,840		331,680		137,180		(468,860	)		104,840

		Total liabilities and shareholders' equity		$	357,320	$	841,390	$	180,490	$	(479,700	)	$	899,500

				Nine Months Ended September 30, 2010

				Parent			Guarantor			Non-Guarantor			Eliminations		Total
Cash Flows from Operating Activities:
		Net cash provided by (used for) operating activities		$	(12,630	)	$	42,470		$	31,760		$	—	$	61,600

Cash Flows from Investing Activities:
	Capital expenditures				—			(8,390	)		(2,700	)		—		(11,090	)
	Acquisition of businesses, net of cash acquired				—			(12,040	)		(720	)		—		(12,760	)
	Net proceeds from disposition of businesses and other assets				—			14,720			—			—		14,720

			Net cash used for investing activities		—			(5,710	)		(3,420	)		—		(9,130	)

Cash Flows from Financing Activities:
	Repayments of borrowings on term loan facilities				—			(1,950	)		—			—		(1,950	)
	Proceeds from borrowings on revolving credit facilities				—			372,840			3,590			—		376,430
	Repayments of borrowings on revolving credit facilities				—			(378,000	)		(12,220	)		—		(390,220	)
	Shares surrended upon vesting of options and restricted stock awards to cover tax obligations				(240	)		—			—			—		(240	)
	Proceeds from exercise of stock options				100			—			—			—		100
	Excess tax benefits from stock based compensation				—			440			—			—		440
	Intercompany transfers (to) from subsidiaries				12,770			(15,080	)		2,310			—		—

			Net cash provided by (used for) financing activities		12,630			(21,750	)		(6,320	)		—		(15,440	)

Cash and Cash Equivalents:
	Increase for the period				—			15,010			22,020			—		37,030
		At beginning of period			—			300			9,180			—		9,480

		At end of period		$	—		$	15,310		$	31,200		$	—	$	46,510

		Three Months Ended September 30,

		2010			As a Percentage of Net Sales			2009			As a Percentage of Net Sales
		(dollars in thousands)
Net Sales:
Packaging		$	44,490			17.9	%	$	39,730			19.6	%
Energy			47,440			19.1	%		36,000			17.7	%
Aerospace & Defense			19,170			7.7	%		16,060			7.9	%
Engineered Components			24,950			10.1	%		15,100			7.4	%
Cequent			111,830			45.1	%		96,080			47.3	%

	Total	$	247,880			100.0	%	$	202,970			100.0	%

Gross Profit:
Packaging		$	18,250			41.0	%	$	14,330			36.1	%
Energy			12,330			26.0	%		9,270			25.8	%
Aerospace & Defense			6,750			35.2	%		7,190			44.8	%
Engineered Components			5,070			20.3	%		2,550			16.9	%
Cequent			32,090			28.7	%		24,860			25.9	%

	Total	$	74,490			30.1	%	$	58,200			28.7	%

Selling, General and Administrative:
Packaging		$	5,010			11.3	%	$	5,150			13.0	%
Energy			7,420			15.6	%		6,010			16.7	%
Aerospace & Defense			1,390			7.3	%		2,000			12.5	%
Engineered Components			2,270			9.1	%		1,540			10.2	%
Cequent			18,660			16.7	%		17,830			18.6	%
Corporate expenses			6,510			N/A			4,540			N/A

	Total	$	41,260			16.6	%	$	37,070			18.3	%

Operating Profit:
Packaging		$	13,140			29.5	%	$	9,160			23.1	%
Energy			4,910			10.3	%		3,200			8.9	%
Aerospace & Defense			5,350			27.9	%		5,190			32.3	%
Engineered Components			2,690			10.8	%		920			6.1	%
Cequent			13,430			12.0	%		7,220			7.5	%
Corporate expenses			(6,510	)		N/A			(4,540	)		N/A

	Total	$	33,010			13.3	%	$	21,150			10.4	%

Adjusted EBITDA:
Packaging		$	16,010			36.0	%	$	12,540			31.6	%
Energy			5,620			11.8	%		3,950			11.0	%
Aerospace & Defense			5,770			30.1	%		5,760			35.9	%
Engineered Components			3,760			15.1	%		1,640			10.9	%
Cequent			17,320			15.5	%		12,200			12.7	%
Corporate expenses			(6,450	)		N/A			(3,520	)		N/A

	Subtotal from continuing operations		42,030			17.0	%		32,570			16.0	%

Discontinued operations			40			N/A			(1,660	)		N/A

	Total company	$	42,070			17.0	%	$	30,910			15.2	%

		Three months ended September 30,

		2010		2009
		(in millions)
Corporate operating expenses		$	3.0	$	2.0
Employee costs and related benefits			3.5		2.5

	Corporate expenses—operating profit	$	6.5	$	4.5
Receivables sales and securitization expenses			—		0.4
Gain on extinguishment of debt			—		(1.3	)
Other, net			—		(0.1	)

	Corporate expenses (income)—Adjusted EBITDA	$	6.5	$	3.5

		Year Ended December 31, 2009			Less: Nine Months Ended September 30, 2009			Add: Nine Months Ended September 30, 2010			Twelve Months Ended September 30, 2010

					(dollars in thousands)
Net income (loss), as reported		$	(220	)	$	11,140		$	39,580		$	28,220
Bank stipulated adjustments:
	Interest expense, net (as defined)		45,720			35,040			40,200			50,880
	Income tax expense (benefit)⁽¹⁾		(520	)		6,650			23,580			16,410
	Depreciation and amortization		43,940			33,410			28,270			38,800
	Extraordinary non-cash charges⁽²⁾		3,270			—			—			3,270
	Monitoring fees⁽³⁾		2,890			—			—			2,890
	Interest equivalent costs⁽⁴⁾		1,530			1,220			—			310
	Non-cash compensation expense⁽⁵⁾		1,370			340			1,050			2,080
	Other non-cash expenses or losses		3,570			2,290			3,140			4,420
	Non-recurring expenses or costs in connection with acquisition integration⁽⁶⁾		—			—			70			70
	Non-recurring expenses or costs for cost savings projects⁽⁷⁾		10,940			5,420			—			5,520
	Debt extinguishment costs⁽⁸⁾		11,400			1,140			—			10,260
	Negative EBITDA from discontinued operations⁽⁹⁾		390			220			150			320
	Permitted dispositions⁽¹⁰⁾		14,990			14,030			(9,790	)		(8,830	)
	Permitted acquisitions⁽¹¹⁾		(820	)		(630	)		1,030			840

	Consolidated Bank EBITDA, as defined	$	138,450		$	110,270		$	127,280		$	155,460

	September 30, 2010

	(dollars in thousands)
Total long-term debt	$	499,420
Aggregate funding under the receivables securitization facility		—

Total Consolidated Indebtedness, as defined	$	499,420

Consolidated Bank EBITDA, as defined	$	155,460

Actual leverage ratio		3.21	x

Covenant requirement		5.00	x

		Year Ended December 31, 2009			Less: Nine Months Ended September 30, 2009			Add: Nine Months Ended September 30, 2010			Twelve Months Ended September 30, 2010

		(dollars in thousands)
Interest expense, as reported		$	45,720		$	35,040		$	40,200		$	50,880
Bank stipulated adjustments:
	Interest equivalent costs from receivables financing		1,530			1,220			—			310
	Interest income		(310	)		(210	)		(350	)		(450	)
	Non-cash amounts attributable to amortization of financing costs		(2,240	)		(1,690	)		(2,210	)		(2,760	)
	Pro forma adjustment for acquisitions and dispositions		(360	)		(270	)		(90	)		(180	)

	Total Consolidated Cash Interest Expense, as defined	$	44,340		$	34,090		$	37,550		$	47,800

				Estimated Future Payouts Under Non-Equity Incentive Plan Awards

											Closing Price on Grant Date ($/share)
Name	Grant Type	Grant Date		Threshold ($)		Target ($)		Maximum ($)			Closing Price on Grant Date ($/share)
David M. Wathen	Incentive Compensation Plan(1)				37,125		742,500		1,577,813
	Time Vested Stock Option(2)		1/13/2009							200,000		1.38	106,460
	Restricted Stock Unit(3)		N/A							125,000		—	—
	Performance Unit(4)		12/4/2009							79,840		5.20	415,200
	Performance Unit(5)		12/4/2009							26,620		5.20	138,400
A. Mark Zeffiro	Incentive Compensation Plan(1)				12,600		252,000		535,500
	Time Vested Stock Option(2)		3/9/2009							90,000		1.01	35,760
	Performance Unit(4)		12/4/2009							9,940		5.20	51,700
	Performance Unit(5)		12/4/2009							5,960		5.20	31,000
Thomas M. Benson	Incentive Compensation Plan(1)				7,500		150,000		300,000
	Time Vested Stock Option(2)		3/9/2009							37,500		1.01	14,900
	Performance Unit(4)		12/4/2009							10,170		5.20	52,900
	Performance Unit(5)		12/4/2009							6,110		5.20	31,800
Lynn A. Brooks	Incentive Compensation Plan(1)				13,550		271,000		542,000
	Time Vested Stock Option(2)		3/9/2009							72,500		1.01	28,810
	Performance Unit(4)		12/4/2009							18,060		5.20	93,900
	Performance Unit(5)		12/4/2009							10,840		5.20	56,400
Joshua A. Sherbin	Incentive Compensation Plan(1)				8,750		175,000		371,875
	Time Vested Stock Option(2)		3/9/2009							87,500		1.01	34,770
	Performance Unit(4)		12/4/2009							6,900		5.20	35,900
	Performance Unit(5)		12/4/2009							4,140		5.20	21,500
Grant H. Beard	Incentive Compensation Plan(1)				52,500		875,000		1,618,750
Edward L. Schwartz	Incentive Compensation Plan(1)				16,800		280,000		518,000


3.1	^(l)	Fourth Amended and Restated Certificate of Incorporation of TriMas Corporation.
3.2	^(l)	Third Amended and Restated By-laws of TriMas Corporation.
4.1	^(a)	Indenture relating to the 9⁷/8% senior subordinated notes, dated as of June 6, 2002, by and among TriMas Corporation, each of the Guarantors named therein and The Bank of New York as Trustee, (including Form of Note as Exhibit).
4.2	^(c)	Supplemental Indenture dated as of March 4, 2003.
4.3	^(d)	Third Supplemental Indenture dated as of May 9, 2003.
4.4	^(e)	Third Supplemental Indenture dated as of August 6, 2003.
4.5	^(p)	Fourth Supplemental Indenture dated as of February 28, 2008.
4.6	^(ad)	Fifth Supplemental Indenture dated as of January 26, 2009.
4.7	^(ac)	Sixth Supplemental Indenture, dated as of December 29, 2009.
4.8	^(ac)	Indenture relating to the 9³/4% senior secured notes dated as of December 29, 2009, among TriMas Corporation, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as Trustee.
10.1	^(a)	Stock Purchase Agreement dated as of May 17, 2002 by and among Heartland Industrial Partners, L.P., TriMas Corporation and Metaldyne Company LLC.
10.2	^(a)	Amended and Restated Shareholders Agreement, dated as of July 19, 2002 by and among TriMas Corporation and Metaldyne Corporation.
10.3	^(j)	Amendment No. 1 to Amended and Restated Shareholders Agreement dated as of August 31, 2006.
10.4	⁽ⁱ⁾	Credit Agreement dated as of June 6, 2002, as amended and restated as of August 2, 2006 among TriMas Corporation, TriMas Company LLC, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, and Comerica Bank, as Syndication Agent.
10.5	^(ab)	Credit Agreement dated as of June 6, 2002, as amended and restated as of August 2, 2006, as further amended and restated as of December 16, 2009, among TriMas Corporation, TriMas Company LLC, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Comerica Bank, as Syndication Agent and J.P. Morgan Securities Inc., as Lead Arranger and Bookrunner.
10.6	^(ac)	Credit Agreement dated as of June 6, 2002, as amended and restated as of August 2, 2006, as further amended and restated as of December 16, 2009, as further amended and restated as of January 13, 2010, among TriMas Corporation, TriMas Company LLC, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, Comerica Bank, as Syndication Agent, and J.P. Morgan Securities Inc., as Lead Arranger and Bookrunner.
10.7	^(a)	Receivables Purchase Agreement, dated as of June 6, 2002, by and among TriMas Corporation, the Sellers party thereto and TSPC, Inc., as Purchaser.
10.8	^(w)	Amendment No. 1 as of February 13, 2009 to Receivables Purchase Agreement.


10.9	^(a)	Receivables Transfer Agreement, dated as of June 6, 2002, by and among TSPC, Inc., as Transferor, TriMas Corporation, individually, as Collection Agent, TriMas Company LLC, individually as Guarantor, the CP Conduit Purchasers, Committed Purchasers and Funding Agents party thereto, and JPMorgan Chase Bank as Administrative Agent.
10.10	^(k)	Amendment dated as of June 3, 2005, to Receivables Transfer Agreement.
10.11	^(h)	Amendment dated as of July 5, 2005, to Receivables Transfer Agreement.
10.12	⁽ⁿ⁾	Amendment dated as of December 31, 2007, to Receivables Transfer Agreement.
10.13	^(o)	Amendment dated as of February 22, 2008, to Receivables Transfer Agreement.
10.14	^(w)	Amendment dated as of February 13, 2009, to Receivables Transfer Agreement.
10.15	^(p)	TriMas Receivables Facility Amended and Restated Fee Letter dated February 22, 2008.
10.16	^(w)	TriMas Receivables Facility Amended and Restated Fee Letter dated February 13, 2009.
10.17	^(ac)	Amended and Restated Receivables Purchase Agreement, dated as of December 29, 2009, among TriMas Corporation, the Sellers named therein and TSPC, Inc. as Purchaser.
10.18	^(ac)	Receivables Transfer Agreement, dated as of December 29, 2009, among TSPC, Inc., as Transferor, TriMas Corporation, as Collection Agent, TriMas Company LLC, as Guarantor, the persons party thereto from time to time as Purchasers and Wachovia Bank, National Association, as Administrative Agent.
10.19	^(a)	Lease Assignment and Assumption Agreement, dated as of June 21, 2002, by and among Heartland Industrial Group, L.L.C., TriMas Company LLC and the Guarantors named therein.
10.20	^(a)	TriMas Corporation 2002 Long Term Equity Incentive Plan.
10.21	^(t)	First Amendment to the TriMas Corporation 2002 Long Term Equity Incentive Plan.
10.22	^(t)	Third Amendment to the TriMas Corporation 2002 Long Term Equity Incentive Plan.
10.23	^(t)	Third Amendment to the TriMas Corporation 2002 Long Term Equity Incentive Plan.
10.24	^(t)	Fourth Amendment to the TriMas Corporation 2002 Long Term Equity Incentive Plan.
10.25	^(d)	Asset Purchase Agreement among TriMas Corporation, Metaldyne Corporation and Metaldyne Company LLC dated May 9, 2003, (including Exhibit A—Form of Sublease Agreement).
10.26	^(f)	2003 Form of Stock Option Agreement.
10.27	^(s)	2008 Annual Value Creation Program.
10.28	^(t)	409A Amendment to TriMas Corporation Annual Value Creation Plan effective September 10, 2008.
10.29	^(g)	Form of Indemnification Agreement.
10.30	^(j)	Amendment No. 1 to Stock Purchase Agreement, dated as of August 31, 2006 by and among Heartland Industrial Partners, L.P., TriMas Corporation and Metaldyne Corporation.
10.31	^(s)	Amendment No. 2 to Stock Purchase Agreement, dated as of November 27, 2006 by and among Heartland Industrial Partners, L.P., TriMas Corporation and Metaldyne Corporation.
10.32	^(j)	Advisory Agreement, dated June 6, 2002 between Heartland Industrial Partners, L.P. and TriMas Corporation.


10.33	^(k)	First Amendment to Advisory Agreement, dated as of November 1, 2006 between Heartland Industrial Group, L.L.C. and TriMas Corporation.
10.34	^(k)	Third Amendment to Advisory Agreement, dated as of November 1, 2006 between Heartland Industrial Group, L.L.C. and TriMas Corporation.
10.35	^(k)	Management Rights Agreement.
10.36	^(aa)	Executive Severance / Change of Control Policy.
10.37	^(ag)	TriMas Corporation 2006 Long Term Equity Incentive Plan Composite Plan Document.
10.38	^(q)	Separation Agreement dated April 10, 2008.
10.39	^(r)	Letter Agreement dated April 28, 2008.
10.40	^(s)	Letter Agreement dated July 1, 2008.
10.41	^(z)	ISDA 2002 Master Agreement between JPMorgan Chase Bank, N. A. and TriMas Company LLC dated as of January 29, 2009.
10.42	^(t)	Interest Rate Swap Transaction letter Agreement between JPMorgan Chase Bank, N.A. and TriMas Company, LLC effective as of April 29, 2008.
10.43	^(ad)	Interest Rate Swap Transaction letter Agreement between JPMorgan Chase Bank, N.A. and TriMas Company, LLC effective as of January 28, 2009.
10.44	^(ad)	Interest Rate Swap Transaction letter Agreement between JPMorgan Chase Bank, N.A. and TriMas Company, LLC effective as of October 28, 2009.
10.45	^(w)	Asset Purchase Agreement between Lamtec Corporation, Compac Corporation and TriMas Company LLC dated as of December 8, 2008.
10.46	^(u)	Offer Letter from TriMas Corporation to David M. Wathen dated as of January 12, 2009.
10.47	^(v)	Separation Agreement dated as of January 13, 2009.
10.48	^(y)	Separation Agreement dated as of March 5, 2009.
10.49	^(x)	TriMas Corporation Long Term Equity Incentive Plan Non-Qualified Stock Option Agreement.
10.50	^(y)	2009 TriMas Incentive Compensation Plan.
10.51	^(af)	2010 TriMas Incentive Compensation Plan.
10.52	^(aa)	Flexible Cash Allowance Policy.
10.53	^(ad)	TriMas Corporation 2006 Long Term Equity Incentive Plan Restricted Stock Agreement—2009 Additional Grant.
10.54	^(ad)	TriMas Corporation 2006 Long Term Equity Incentive Plan Restricted Stock Agreement—2009 162(m) Conversion Grant.
10.55	^(ad)	TriMas Corporation 2002 Long Term Equity Incentive Plan Restricted Stock Agreement—2009 Conversion and Additional Grants.
10.56	^(ae)	TriMas Corporation 2002 Long Term Equity Incentive Plan Non-Qualified Stock Option Agreement.
10.57	^(ae)	TriMas Corporation 2002 Long Term Equity Incentive Plan Restricted Share Award Agreement.


10.58	^(ae)	TriMas Corporation 2006 Long Term Equity Incentive Plan Restricted Stock Unit Agreement.
10.59	^(ah)	Asset Purchase Agreement among TW Cylinders LLC, Taylor-Wharton International LLC and Norris Cylinder Company dated as of April 30, 2010.
31.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


	TriMas Corporation (Registrant)
Date: October 28, 2010	By:	/s/ A. MARK ZEFFIRO A. Mark Zeffiro Chief Financial Officer