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Advisory Agreement

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EXHIBIT 10.7


ADVISORY AGREEMENT
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This Advisory Agreement (this "Agreement") is made and entered into as of May 1, 2003 by and among FastenTech, Inc, a Delaware corporation ("FastenTech") and the subsidiaries of FastenTech set forth on the signature pages hereto and such other subsidiaries of FastenTech as shall join in this Agreement (the "FastenTech Subsidiaries," and collectively with FastenTech, the "Companies"), and Citicorp Venture Capital Ltd., a New York corporation ("Advisor").


WHEREAS, the Companies desire to retain Advisor and Advisor desires to perform for the Companies and/or their subsidiaries certain services;


NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


1. Term. This Agreement shall be in effect for an initial term of ten (10) years commencing on the date hereof (the "Term"), and shall be automatically extended thereafter on a year to year basis unless the Companies provide or Advisor provides written notice of its or their desire to terminate this Agreement to the other party 90 days prior to the expiration of the Term or any extension thereof.


2. Services. Advisor shall perform or cause to be performed such of the following services for the Companies and/or their subsidiaries as directed by such Company's board of directors:


(a) identification, support and analysis of mergers, acquisitions and divestitures by such Company or its subsidiaries; and


(b) such other services for such Company or its subsidiaries upon which such Company's board of directors and Advisor agree.


Notwithstanding any provision in this Agreement to the contrary, each of the parties hereto acknowledges and agrees that there are no minimum levels of services required to be provided to the Companies pursuant to this Agreement.


3. Advisory Fee.


(a) Transaction Advisory Fees. During the term of this Agreement, the Companies shall pay to Advisor or its designees a transaction fee in connection with the consummation of each merger, acquisition, or divestiture by any of the Companies or their subsidiaries in an amount not less than one percent (1%) of the aggregate consideration of such transaction, including any liabilities assumed, plus reasonable out-of-pocket expenses.


(b) High Yield Offering Management Fees. During the term of this Agreement, the Companies hereby agree to pay to Advisor or its designee upon the consummation of a High Yield Note Offering, a fee for services rendered in connection with such offering and sale in an amount equal to the product of (i) one percent (1%) and (ii) the


aggregate principal amount of debt securities issued in such High Yield Note Offering and the fair market value of any other securities issued in conjunction with such High Yield Note Offering, plus reasonable out-of-pocket expenses. For purposes hereof, the term "High Yield Note Offering" shall mean an issuance, in one or a series of transactions, by any one or more of the Companies of $75,000,000 or more in unsecured debt securities with a weighted average maturity of at least five (5) years pursuant to (i) a completed firm commitment public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, or (ii) a completed placement under Rule 144A promulgated under the Securities Act of 1933, as amended.


(c) Collection of Fee. Subject to the limitation described in Section 3(e) below, the decision whether to collect any fee contemplated by this Agreement (an "Advisory Fee") in respect of any given transaction shall be made in the Advisor's sole discretion. The Advisor's decision not to collect or to defer an Advisory Fee in respect of any transaction shall not be construed to be a waiver of the Advisor's right to collect a deferred Advisory Fee or an Advisory Fee in any future period.


(d) Expenses. The Companies hereby agree to pay the reasonable out-of-pocket expenses of Advisor and its affiliates incurred in connection with the performance of the services contemplated by this Agreement.


(e) Restrictions. Notwithstanding any other provision of this Section 3, the Companies shall not be required to pay any of the fees contemplated by Section 3(a), if and to the extent such payment is expressly prohibited by the provisions of the Credit Agreement, dated as of May 1, 2003, as amended (the "Credit Agreement") by and among certain of the Companies, JPMorgan Chase Bank, as agent for the lenders and the lenders named therein, as it may be amended, modified or supplemented, from time to time, or any other credit, financing or other agreements or instruments binding upon the Companies or their properties; provided, however, that if, as a result of the operation of any such prohibitions, payments otherwise owed hereunder are not made, such payments shall not be cancelled but rather shall accrue, and shall be payable by the Companies promptly when, and to the extent that, the Companies are no longer prohibited from making such payments, together with accrued interest calculated at the Base Rate of interest then charged under the foregoing Credit Agreement from the date such payment was due through the date of payment, which accrued interest shall constitute additional advisory fees under this Agreement for all purposes, including but not limited to, Section 3(a) of t
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