Long-term Debt

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



	December 31, 2014		December 31, 2013
	(dollars in thousands)
Credit Agreement	$	559,530	$	246,130
Receivables facility and other	79,800		59,610
	639,330		305,740
Less: Current maturities, long-term debt	23,860		10,290
Long-term debt	$	615,470	$	295,450

Credit Agreement

The Company is party to a credit agreement (as amended and restated, the "Credit Agreement") consisting of a $575.0 million senior secured revolving credit facility, which permits revolving borrowings denominated in specific foreign currencies, subject to a $75.0 million sub limit, and a $450.0 million senior secured term loan A facility ("Term Loan A Facility"). The Company increased its Term Loan A Facility during the fourth quarter of 2014 when the Company amended the Credit Agreement to add a $275.0 million incremental senior secured term loan A facility (“Incremental Term Loan A Facility”). The proceeds from the Incremental Term Loan A Facility plus cash and additional borrowings under the Company's existing senior secured revolving credit facility were used to fund the Allfast acquisition.

Below is a summary of key terms under the Credit Agreement as of December 31, 2014:



Instrument	Amount ($ in millions)	Maturity Date	Interest Rate
Existing Credit Agreement
Senior secured revolving credit facility	$575.0	10/16/2018	LIBOR^(a) plus 1.500%^(b)
Senior secured term loan A facility	$175.0	10/16/2018	LIBOR^(a) plus 1.500%^(b)

Incremental Term Loan A Facility
Senior secured term loan A facility	$275.0	10/16/2018	LIBOR^(a) plus 1.875%^(b)

__________________________

^(a) London Interbank Offered Rate ("LIBOR")

^(b)The interest rate spread is based upon the leverage ratio, as defined, as of the most recent determination date.

The Credit Agreement also provides incremental term loan facility commitments and/or incremental revolving credit facility commitments in an amount not to exceed the greater of $300 million and an amount such that, after giving effect to such incremental commitments and the incurrence of any other indebtedness substantially simultaneously with the making of such incremental commitments, the senior secured net leverage ratio, as defined in the Credit Agreement, is no greater than 2.50 to 1.00. The terms and conditions of any incremental term loan facility and/or incremental revolving credit facility commitments must be no more favorable than the existing credit facilities under the Credit Agreement.

The Company may be required to prepay a portion of the loans under the Term Loan A Facility in an amount equal to a percentage of the Company's excess cash flow, as defined, with such percentage based on the Company's leverage ratio, as defined. As of December 31, 2014, no amounts are due under this provision.

The Company is also able to issue letters of credit, not to exceed $75.0 million in aggregate, against its revolving credit facility commitments. At December 31, 2014 and 2013, the Company had letters of credit of approximately $21.9 million and $24.1 million, respectively, issued and outstanding.

At December 31, 2014, the Company had $118.1 million outstanding under its revolving credit facility and had $435.0 million potentially available after giving effect to approximately $21.9 million of letters of credit issued and outstanding. At December 31, 2013, the Company had $71.1 million outstanding under its revolving credit facility and had $479.8 million potentially available after giving effect to approximately $24.1 million of letters of credit issued and outstanding. However, including availability under its accounts receivable facility and after consideration of leverage restrictions contained in the Credit Agreement, at December 31, 2014 and 2013, the Company had $192.0 million and $360.3 million, respectively, of borrowing capacity available for general corporate purposes.

Principal payments required under the Credit Agreement for the Term Loan A Facility are approximately $5.8 million due each fiscal quarter from March 2015 through December 2016 and approximately $8.7 million due each fiscal quarter from March 2017 through September 2018, with final payment of $333.8 million due on October 16, 2018.

The debt under the Credit Agreement is an obligation of the Company and certain of its domestic subsidiaries and is secured by substantially all of the assets of such parties. Borrowings under the $75.0 million foreign currency sub limit of the $575.0 million senior secured revolving credit facility are secured by a pledge of the assets of the foreign subsidiary borrowers that are a party to the agreement. The Credit Agreement also contains various negative and affirmative covenants and other requirements affecting the Company and its subsidiaries, including restrictions on incurrence of debt, liens, mergers, investments, loans, advances, guarantee obligations, acquisitions, asset dispositions, sale-leaseback transactions, hedging agreements, dividends and other restricted payments, transactions with affiliates, restrictive agreements and amendments to charters, bylaws, and other material documents. The terms of the Credit Agreement also require the Company and its subsidiaries to meet certain restrictive financial covenants and ratios computed quarterly, including a maximum leverage ratio (total consolidated indebtedness plus outstanding amounts under the accounts receivable securitization facility over consolidated EBITDA, as defined) and a minimum interest expense coverage ratio (consolidated EBITDA, as defined, over cash interest expense, as defined). At December 31, 2014, the Company was in compliance with its financial covenants contained in the Credit Agreement.

The Company incurred approximately $3.8 million in fees to add the Incremental Term Loan A Facility and to amend the Credit Agreement, of which $0.4 million was capitalized as deferred financing fees and $3.4 million was recorded as debt financing fees in the accompanying consolidated statement of income.

In 2013 and 2012, the Company incurred approximately $3.6 million and $6.4 million, respectively, in fees to amend the previous credit agreements, of which $3.1 million and $4.5 million was capitalized as deferred financing fees and $0.5 million and $1.9 million was recorded as debt extinguishment costs in the accompanying consolidated statement of income. The Company also recorded non-cash debt extinguishment costs of $1.9 million and $1.1 million related to the write-off of deferred financing fees associated with the previous credit agreement for the years ended December 31, 2013 and 2012, respectively.

Receivables Facility

The Company is a party to an 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. During April and November of 2014, the Company amended the $105.0 million facility, resulting in a reduction in the usage fee on amounts outstanding previously ranging from 1.20% or 1.35%, depending on the amounts drawn under the facility, to 1.00%. The amendments also reduced the cost of the unused portion of the facility from 0.40% to 0.35% and extended the maturity date from October 12, 2017 to October 16, 2018.

Under this facility, TSPC, from time to time, may sell an undivided fractional ownership interest in the pool of receivables up to approximately $105.0 million to a third party multi-seller receivables funding company. 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. The cost of funds under this facility consisted of a 3-month LIBOR plus a usage fee of 1.00% and 1.35% as of December 31, 2014 and 2013, respectively, and a fee on the unused portion of the facility of 0.35% and 0.40% as of December 31, 2014 and 2013, respectively.

The Company had $78.7 million and $57.0 million outstanding under the facility as of December 31, 2014 and 2013, respectively, and $1.6 million and $20.2 million available but not utilized as of December 31, 2014 and 2013, respectively. Aggregate costs incurred under the facility were $1.3 million, $1.4 million and $1.3 million for the years ended December 31, 2014, 2013 and 2012, and are included in interest expense in the accompanying consolidated statement of income.

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 December 31, 2014, the cost of funds under the facility was based on an average liquidation period of the portfolio of approximately 1.7 months and an average discount rate of 1.8%.

Other Bank Debt

In Australia, the Company's subsidiary is party to a debt agreement which matures on August 31, 2015 and is secured by substantially all the assets of the subsidiary. No amounts were outstanding under this agreement as of December 31, 2014. As of December 31, 2013, $0.7 million was outstanding at an average interest rate 2.7%.

In May 2014, the Company's Dutch subsidiary entered into a credit agreement consisting of a $12.5 million uncommitted working capital facility which matures on May 29, 2015, is subject to interest at LIBOR plus 2.75% per annum and is guaranteed by TriMas. In addition, this Dutch subsidiary is subject to an overdraft facility in conjunction with the uncommitted working capital facility up to $1.0 million, subject to interest at U.S dollar prime rate plus 0.75%. As of December 31, 2014, $0.1 million was outstanding on this facility.

Senior Notes

During the fourth quarter of 2012, the Company redeemed all its remaining outstanding 9³/4% senior secured notes ("Senior Notes"). In conjunction with the redemption, the Company incurred approximately $35.7 million in premium, legal and other transaction advisory fees and approximately $8.1 million in non-cash debt extinguishment costs related to the write-off of deferred financing fees and unamortized discount. The amounts are recorded as debt extinguishment costs in the accompanying consolidated statement of income.

Long-term Debt Maturities

Future maturities of the face value of long-term debt at December 31, 2014 are as follows:



Year Ending December 31:	(dollars in thousands)
2015	$	23,860
2016	23,530
2017	35,000
2018	556,940
Total	$	639,330

Debt Issuance Costs

The Company's unamortized debt issuance costs approximated $7.4 million and $8.7 million at December 31, 2014 and 2013, respectively, and are included in other assets in the accompanying consolidated balance sheet. These amounts consist primarily of legal, accounting and other transaction advisory fees as well as facility fees paid to the lenders. Debt issuance costs for the current and previous term loan facilities and the previous discount on the Senior Notes are amortized using the interest method over the terms of the underlying debt instruments to which these amounts relate. The debt issuance costs for the current and previous revolving credit facilities and the receivables facility are amortized on a straight line basis over the term of the facilities. Amortization expense for these items was approximately $1.9 million, $1.8 million and $2.5 million in 2014, 2013 and 2012, respectively, and is included in interest expense in the accompanying consolidated statement of income.