EXHIBIT 4.5
FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO RECEIVABLES PURCHASE AGREEMENT dated as of August
28, 1998 (the "Amendment") is entered into among APPLIED POWER CREDIT
CORPORATION, a Nevada corporation ("Seller"), APPLIED POWER INC., a Wisconsin
corporation, individually and as the initial Servicer (the "Servicer"), XXXXXX
CAPITAL CORPORATION, a Delaware corporation, as the Purchaser (the "Purchaser"),
and SOCIETE GENERALE, a banking corporation organized under the laws of France,
acting through its Chicago Branch, as agent for the Purchaser (in such capacity,
the "Agent").
R E C I T A L S
- - - - - - - -
A. The Seller, the Servicer, the Purchaser and the Agent have entered into
that certain Receivables Purchase Agreement, dated as of November 20, 1997 (the
"Receivables Purchase Agreement") pursuant to which Seller will sell to
Purchaser certain Undivided Interests in all outstanding Pool Receivables
purchased by Seller from the Originators pursuant to the Purchase and Sale
Agreement (as defined in the Receivables Purchase Agreement).
B. The parties to the Receivables Purchase Agreement desire to enter into
this Amendment to amend the Receivables Purchase Agreement.
1. Certain Defined Terms. Capitalized terms used but not defined herein
shall have the meanings set forth for such terms in Schedule I to the
Receivables Purchase Agreement.
2. Amendments to Receivables Purchase Agreement. The Receivables Purchase
Agreement is hereby amended as follows:
(a) Section 1.03(a) of the Receivables Purchase Agreement is hereby
amended by deleting the amount "$80,000,000" where it appears in such
Section and inserting in lieu thereof the amount "$90,000,000."
(b) The definition of "Demand Note" set forth in Schedule I to the
Receivables Purchase Agreement is hereby amended in its entirety as
follows:
"Demand Note" means the Amended and Restated Demand Promissory
Note, in the original principal amount of $14,400,000 issued by API to
Seller.
3. Effect of Amendment. This Amendment shall become effective upon (i)
the execution of such Amendment by all of the parties hereto, and (ii) receipt
by the Agent of the
written consent of the Majority Purchasers (as defined in the Stand-By Purchase
Agreement). Except as expressly amended and modified by this Amendment, all
provisions of the Receivables Purchase Agreement shall remain in full force and
effect. After this Amendment becomes effective, all references in each of the
Agreements to "this Agreement", "hereof", "herein", or words of similar effect
referring to such Agreement shall be deemed to be references to the Receivables
Purchase Agreement, as amended by this Amendment. This Amendment shall not be
deemed to expressly or impliedly waive, amend or supplement any provision of the
Agreements other than as set forth herein.
4. Counterparts. This Amendment may be executed in any number of
counterparts and by different parties on separate counterparts, and each
counterpart shall be deemed to be an original, and all such counterparts shall
together constitute but one and the same instrument.
5. Governing Law. This Amendment shall be governed by, and construed in
accordance with the law of the State of Illinois without regard to any otherwise
applicable principles of conflicts of law.
6. Section Headings. The various headings of this Amendment are inserted
for convenience only and shall not affect the meaning or interpretation of this
Amendment or the Receivables Purchase Agreement or any provision hereof or
thereof.
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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 CREDIT CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Treasurer
APPLIED POWER INC.
By: /s/ Xxxxx Xxxxxxx IV
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Name: Xxxxx Xxxxxxx IV
Title: Assistant Treasurer
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XXXXXX CAPITAL CORPORATION
By: /s/ Xxxxxxx Xxxxxxx
--------------------
Name: Xxxxxxx X Xxxxxxx
Title: Vice President
SOCIETE GENERALE,
as the Agent
By: /s/ Xxxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Director
By: /s/ C. Xxxxx Xxxxxxx
---------------------
Name: C. Xxxxx Xxxxxxx
Title: Associate
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