Exhibit 10.8
AMENDMENT #10 TO RECEIVABLES SALE
AGREEMENT
THIS AMENDMENT
#10 (this
“Amendment” ), is dated as of
September 10, 2008, is by and among Actuant Corporation, a
Wisconsin corporation ( “Parent” ), GB
Tools and Supplies, Inc., a Wisconsin corporation, Versa
Technologies, Inc., a Delaware corporation, Kwikee Products
Company, LLC, a Delaware limited liability company, Nielsen
Hardware Corp., a Connecticut corporation, B.W. Elliott
Manufacturing Co., LLC, a New York limited liability company, Acme
Electric Corporation, a New York corporation, Atlantic Guest, Inc.,
a Delaware corporation, Hydratight Operations, Inc. (formerly
Hydratight Sweeney, Inc. ), a Delaware corporation, Hydratight,
Inc. (formerly Hydratight Sweeney Products Corporation), a Delaware
corporation, D.L. Ricci Corp., a Minnesota corporation, Precision
Sure-Lock, Inc., a Delaware corporation, Key Components, LLC, a
Delaware limited liability company, Maxima Technologies &
Systems, LLC, a Delaware limited liability company, Actown
Electrocoil, Inc., a Delaware corporation, BH Electronics, Inc., a
Tennessee corporation, Templeton, Kenly & Co., Inc., an
Illinois corporation (each of the foregoing, an
“Originator” and collectively, the
“Originators” ), Actuant Receivables
Corporation, a Nevada corporation (
“Buyer” ), and Wachovia Bank, National
Association, as Agent (the “Agent” ), and
pertains to the Receivables Sale Agreement dated as of May 30,
2001 by and among Parent, the Originators and Buyer (as amended,
the “Existing Agreement” ). Unless
defined elsewhere herein, capitalized terms used in this Amendment
shall have the meanings assigned to such terms in the Existing
Agreement.
PRELIMINARY
STATEMENT
Each of the parties hereto wishes to
amend the Existing Agreement on the terms and subject to the
conditions hereinafter set forth.
NOW, THEREFORE,
in consideration of the foregoing
premises and the mutual agreements herein contained and other good
and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as
follows:
Section 1. Amendments
.
(a) Section 5.1(b) of the
Existing Agreement is hereby amended by changing the number
“20” contained therein to “30”.
(b) Section 5.1(d) of the
Existing Agreement is hereby amended by changing the dollar amount
of “$5,000,000” contained therein to
“$10,000,000”.
(c) Section 5.1(f) of the
Existing Agreement is hereby amended by changing the dollar amount
of “$5,000,000” contained therein to
“$10,000,000”.
(d) Section 5.1(g) of the
Existing Agreement is hereby amended by changing the dollar amount
of “$1,000,000” contained therein to
“$10,000,000”.
(e) The definition of “ERISA
Event” contained in Exhibit I to the Existing Agreement is
hereby amended and restated in its entirety to read as
follows:
1
““ ERISA
Event ” means (a) any “reportable
event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder, with respect to a Plan (other than
an event for which the 30-day notice period is waived);
(b) with respect to any Plan, the failure to meet the minimum
funding standard or existence of an “accumulated funding
deficiency” (in each case as defined in Section 412 of
the Code or Section 302 of ERISA), whether or not waived;
(c) the filing pursuant to Section 412(c) of the Code or
Section 303(a) of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan; (d) the
incurrence by Parent or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the
termination of any Plan; (e) the receipt by Parent or any of
its ERISA Affiliates from the PBGC or a plan administrator of any
notice relating to the intention to or institution of proceedings
by the PBGC to terminate any Plan or Plans or to appoint a trustee
to administer any Plan; (f) the incurrence by Parent or any of
its ERISA Affiliates of any liability with respect to the
withdrawal from any Plan or Multiemployer Plan; (g) the
receipt by Parent or any of its ERISA Affiliates of any notice, or
the receipt by any Multiemployer Plan from Parent or any of its
ERISA Affiliates of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization, within
the meaning of Title IV of ERISA; or (h) any
determination that a Plan is or is expected to be in “at
risk” status or that a Multiemployer Plan is or is expected
to be in “endangered” or “critical”
status.”
(e) The definition of
“Plan” contained in Exhibit I to the Existing Agreement
is hereby amended and restated in its entirety to read as
follows:
““ Plan
” means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of
ERISA or Section 412 or 430 of the Code or Section 302 or
307 of ERISA, and in respect of which Parent or any ERISA Affiliate
is (or, if such plan were terminated, would under Section 4069
of ERISA be deemed to be)
