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FIRST AMENDMENT TO
AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED RECEIVABLES PURCHASE
AGREEMENT, dated as of August 30, 1996 (this "Amendment"), is among APPLIED
POWER INC. ("API"), XXXXX XXXXXX CORPORATION ("BWC"), XXXXXX LINE INC. ("WLI"),
GB ELECTRICAL, INC. ("GB"), CALTERM, INC. ("Calterm"); (API, BWC, WLI, GB AND
Cal Term are collectively referred to as "Sellers"); API, as representative of
Sellers in such capacity, the "Sellers' Representative", PNC BANK, NATIONAL
ASSOCIATION, ("PNC"), THE SANWA BANK, LIMITED ("Sanwa"), SOCIETE GENERALE
("SG"; PNC, Sanwa and SG are collectively referred to as "Purchasers" and PNC,
as agent for the Purchasers (in such capacity, the "Agent").
BACKGROUND
1. Sellers, Sellers' Representative, Purchasers and the Agent are parties
to that certain Amended and Restated Receivables Purchase Agreement, dated as
of August 30, 1995 (the "Receivables Purchase Agreement").
2. The parties hereto desire to extent the Commitment Termination Date (as
defined below) pursuant hereto.
NOW, THEREFORE, in consideration of the foregoing, and the mutual
agreements herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Amendment and not
otherwise defined herein shall have the meanings assigned thereto in the
Receivables Purchase Agreement.
SECTION 2. Commitment Termination Date. Section 1.02 of the Receivables
Purchase Agreement is hereby amended by deleting the date "August 30, 1998"
where it appears in clause (i) thereof and substituting therefor the date
"August 30, 1999".
SECTION 3. Representations and Warranties. Each Seller hereby represents
and warrants that (i) the representations and warranties set forth in Section
6.01 are correct on and as of the date hereof, after giving effect hereto, as
though made on and as
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of such date, and shall be deemed to have been made on such date and (ii) no
Termination Event or Unmatured Termination Event has occurred and is continuing,
or would result from this Amendment.
SECTION 4. Miscellaneous. The Receivables Purchase Agreement, as amended
hereby, remains in full force and effect. Any reference to the Receivables
Purchase Agreement from and
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after the date hereof shall be deemed to refer to the Receivables Purchase
Agreement as amended hereby. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement. This Amendment
shall be governed by, and construed in accordance with, the internal laws of the
State of Illinois. Sellers, jointly and severally, agree to pay on demand all
costs and expenses, including the reasonable fees and expenses of counsel,
incurred in connection with the preparation, execution and delivery of this
Amendment.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
APPLIED POWER INC.,
as a Seller
By:/s/Xxxxxxx X. Xxxxxxxxxx
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Name Printed:Xxxxxxx X. Xxxxxxxxxx
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Title:Vice President
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XXXXX XXXXXX CORPORATION,
as a Seller
By:/s/Xxxxxxx X. Xxxxxxxxxx
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Name Printed:Xxxxxxx X. Xxxxxxxxxx
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Title:Vice President
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GB ELECTRICAL, INC.,
as a Seller
By:/s/Xxxxxxx X. Xxxxxxxxxx
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Name Printed:Xxxxxxx X. Xxxxxxxxxx
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Title:Vice President
----------------------------
XXXXXX LINE INC.,
as a Seller
By:/s/Xxxxxxx X. Xxxxxxxxxx
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Name Printed:Xxxxxxx X. Xxxxxxxxxx
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Title:Vice President
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CALTERM, INC.,
as a Seller
By:/s/Xxxxxxx X. Xxxxxxxxxx
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Name Printed:Xxxxxxx X. Xxxxxxxxxx
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Title:Vice President
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APPLIED POWER INC.
as Sellers' Representative
By:/s/Xxxxxxx X. Xxxxxxxxxx
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Name Printed:Xxxxxxx X. Xxxxxxxxxx
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Title:Vice President
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PNC BANK, NATIONAL ASSOCIATION,
as a Purchaser
By:/s/ Xxxxxxx X. Xxxxxx
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Name Printed:Xxxxxxx X. Xxxxxx
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Title:Assistant Vice President
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THE SANWA BANK, LIMITED,
as a Purchaser
By:/s/ Seiji Daito
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Name Printed:Seiji Daito
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Title:Vice President and Manager
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SOCIETE GENERALE,
as a Purchaser
By:/s/ Xxxxx Xxxxxx
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Name Printed:Xxxxx Xxxxxx
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Title:Assistant Vice President
--------------------------
By:/s/ Xxxxxx X. Xxxxxxx
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Name Printed:Xxxxxx X. Xxxxxxx
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Title:Vice President
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XXXXXX TRUST & SAVINGS BANK
By:/s/ Xxxxxx X. Xxxxxxxx
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Name Printed:Xxxxxx X. Xxxxxxxx
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Title:Vice President
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PNC BANK, NATIONAL ASSOCIATION,
as Agent
By:/s/ Xxxxxxx X. Xxxxxx
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Name Printed:Xxxxxxx X. Xxxxxx
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Title:Assistant Vice President
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