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Exhibit
10.1
AMENDMENT #17 TO
RECEIVABLES PURCHASE AGREEMENT
THIS AMENDMENT
#17 (this “Amendment” )
, dated as of May 9, 2008 is entered into by and
among:
(a) Actuant Receivables
Corporation, a Nevada corporation (
“Seller” ),
(b) Actuant Corporation, a
Wisconsin corporation ( “Parent” ), as
initial Servicer,
(c) Variable Funding Capital
Company LLC (as assignee of Blue Ridge Asset Funding Corporation, a
Delaware corporation) ( “VFCC” ),
and
(d) Wachovia Bank, National
Association, as agent for VFCC and its assigns under the
Transaction Documents and under the Liquidity Agreement (together
with its successors and assigns in such capacity, the
“Agent” ),
with respect to the Receivables Purchase
Agreement dated as of May 30, 2001 by and among the Seller,
Parent, VFCC and Agent (as amended, restated or otherwise modified
from time to time, 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 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 . The definition of “Amortization
Date” contained in Exhibit I to the Existing Agreement is
hereby amended and restated in its entirety to read as
follows:
“
“Amortization Date” means the earliest to
occur of (i) September 10, 2008, (ii) the day on
which any of the conditions precedent set forth in Section 6.2
are not satisfied, (iii) the Business Day immediately prior to
the occurrence of an Event of Bankruptcy with respect to any Seller
Party, (iv) the Business Day specified in a written notice
from the Agent following the occurrence and during the continuance
of any other Amortization Event, and (v) the date which is not
less than 10 Business Days after the Agent’s receipt of
written notice from Seller that it wishes to terminate the facility
evidenced by this Agreement.”
Section 2.
Representations . In order to induce the other parties
hereto to consent to this Amendment, Seller hereby confirms that,
as of the date of this Amendment:
(a) the representations and
warranties set forth in Section 5.1 of the Existing Agreement
are true and correct on and as of the date of this Amendment as
though made on the date hereof;
(b) no event has occurred and
is continuing that will constitute an Amortization Event or an
Unmatured Amortization Event; and
(c) the Aggregate Invested
Amount does not exceed the Purchase Limit and the aggregate
Receivable Interests do not exceed 100%.
Section 3. Conditions
Precedent . This Amendment shall become effective as of the
date first above written upon the receipt by the Agent of
counterparts hereof, duly executed by each of the parties hereto,
and the effectiveness of the Eleventh Amended and Restated Fee
Letter (including without limitation, the receipt of the fee set
forth therein).
Section 4.
Miscellaneous .
4.1. CHOICE OF LAW .
THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CON
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